HomeMy WebLinkAbout4653 Contract Number 4653
Vendor SCOTT ALEXANDER'S GOLF SHOP INC
Sub�ect Golf Management
Department Parks
File Class LEG 12-1
Begin Date 1/1/2007
End Date 3/31/2011
Review Date 4/15/2011
Vault Date
Comments Amendment 12/09 Amendment 1/11/2011
AMENDMENTTO
_ GOLFMANAGEMENT AGREEMENT
WHEREAS, on September 13, 2007, the C�ty of Bremerton, a mumc�pal corporahon of the State of
Washmgton, "City" and Scott Alexander's Golf Shop, Inc, a Washmgton corporat�on, "Contractor"
entered mto an Agreement to prov�de professional golf management and serv�ces at the C�ty of
Bremerton Gold Mountam Golf Club w�th a termmatwn date of December 30, 2009, and
WHEREAS, on December 29, 2009 C�ty of Bremerton, a mumcipal corporation of the State of
Washmgton, "C�ty" and Scott Alexander's Golf Shop, Iuc , a Washmgton corporat�on, "Contractor"
entered mto an Amendment to the agreement extendmg the tertn of the agreement through December 31,
2010, and
WHEREAS, the part�es des�re to amend the Agreement to extend the tertn through March 31, 201 l,
NOW THEREFORE, for mutual cons�deration, C�ty and Contractor agree as follows
Sect�on 3 of the Agreement is hereby amended to extend the tertnmat�on date of the Golf
Management Agreement to March 31, 201 1
All other terms of the Agreement not specifically amended herem shall remam m full force and effect
CITY OF BREMERTON SCOTT ALEXANDER'S GOLF SHOP, INC
� ��
, ayor y SCOTT QLEXANDER
Its � I �l I I\
DATE I /I � l�Dl I DA E
T
By ARYL MA Y
Its
DATE II �-1 I � �
ATTEST
�
Carol Et en, C�ty CI rk
APPROVED AS TO FORM
RO ER LUBOVICH, City Attorney
R\Legal\Legal\Fdes\Curtent Acirve Fdes\Gold o f Management A@reement Amendment (2010) doc
Amendmenf lo GoljManagemen! Agreemenf
,
� n�rm�rrr To
GOLF MANAGEA�NT AGREEMENT
WHEREF►S, on September 13, 2007, tha City of Bremerton, a m�cipal corporauoa of the State of
Waslungton, "Crty�' and Scott Alezsnder'e Golf S6op, Inc., a Washmgton corporaqon, °Coatractoi"
enterod mto and Agrament to pronde professional golf management and sernces at the City of
Bremerton Gold Moantam Golf Club, and
WHEREAS, the term of the Golf Management Agreement commeaced on January 1, 2007 and ahall
tecaunate on December 31, 2009, and
WHEREAS, the parhea des�re to amend the Agreement to extend the term through Dxember 31, 2010,
NOW THEREFORE, for mutual cons�derat�on, City and Contractor agree ae follows
Section 3 of the Agrcement is hereby amended to extend the termmat�on date of the Golf
Management Agreement to December 31, 2010
All other tetms of the Agreement not spectfically amended herem shell remam m fui� fome and effect
CITY OF BREMERTON SCOTT ALEXANDER'3 GOLF SHOP, INC
� y ,�;a- c��
Mayor By SCOTT ALEXANDER
Its
DATE DATE
By DARYL MA
Its
DATE I � Z Q
A ST
arol Etg Ciry Clerk
APPROVED AS TO FORM
RO LUBOVICH, Cny Attomey
R U.egalLLegql�Fda�CUrtmt Acbv Id Mountam�Goff Menaganeot Agiennrnt Amrndmpil (2009) doc
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AmenAmenr ro ColjManagement Agreement
� i� � _ .�
COPY F�R ; � � ,
YOUR INFORNiATION t •w� �.:.." �
GOLF MANAGEMENT AGREEMENT
THIS AGREEMENT' made and entered mto on the date fully executed by and between
the CITY OF BREMERTON, a mumc�pal corporarion of the State of Washington, heremafter
referred to as "City," and SCOTT ALEXANDER'S GOLF SHOP, INC , a Washmgton
Corporat�on, heremafter referred to as "Contractor;' to prov�de professional golf management
and serv�ces pursuant to this Agreement, at the C�ty of Bremerton Gold Mountam Golf Club
WHEREAS, the City �s the owner of Gold Mountam Golf Club, w}uch ownersh�p
mcludes the land upon wkvch sazd golf complex is located, the buildmgs and other improvements
wluch are a part thereof, and
WHEREAS, the Gold Mountaui Golf Club consists of two 18 hole golf courses, the
Olympic and the Cascade course, ("Golf Courses" or "Courses"), a dnvmg range, and the
clubhouse contamuig a Pro Shop, restaurant, meehng rooms and the Olympic room,
("Clubhouse") and other related facihhes and structures, collecrively also referred to herem as
("Golf Club") _ —
WHEREAS, the City previously entered mto an agreement with Scott Alexander and
Daryl Matheny, Contractor's pnncipals ("Pnncipals"), for food, beverage, and golf management
and related services at the Gold Mounta�n Golf Club, mcludmg, but not limrted to, food and
beverage service, management of the Cascade and Olymp�c golf courses and dnvmg range, and
for providmg P G A professional golf services and lessons to the facil�ty, and
WHEREAS, the agreement beriveen the City and Contractor for these services expired
December 31, 2006 wlvch has twtce been extended by amendments to sazd agreement pendmg
negohat�on of a new agreement, and
WHEREAS, the extensions were executed with the understandmg that new terms may be
negotiated for a new agreement begmrung wrth the yeaz 2007, and
WHEREAS, the City desires to enter mto a new agreement wrth Contractor for
management of the Cascade and Olympic golf courses, Clubhouse, dnvuig range and Pro Shop,
and for providmg professional golf services and lessons to the facility entrtled "Golf
"Management AgreemenY' e£fectrve January 1, 2007 and superseding the terms of the extended
agreement, and
WHEREAS, the parhes hereto have s�multaneously executed a sepazate agreement
enhtled "Food and Beverage AgreemenY' relatmg to the food and beverage service at the Gold
Mountam Golf Club, and
WHEREAS, the parhes hereto have also simultaneously executed a document entitled
"Lease AgreemenY' relating to the lease to the Contractor of a certam portion of the Gold
Go[f Management Agreement
Page 1 of 20
Mountam Golf Club (the "Lease") for operat�on of a Pro Shop, dnvmg range and Contractor's
pnvate cart rental busmess It �s the mtent of this Agreement to have the Contractor prov�de
management servtces to the Gold Mountam Golf Club tn accordance wtth the terms and
conditions of this Agreement, and
WHEREAS, it is the mtent of this Agreement that the Contractor operate the facil�hes
covered herein m such a manner as to generate and provide revenue at or above a level suffic�ent
to meet bond payment obligations and operatmg expenses paid by the City for the Gold
Mountam Golf Club
NOW, THEREFORE, m considerahon of the mutual covenants contamed herem, the
parties agree as follows
SECTION 1 PURPOSE AND ADIVIINISTRATION
A The purpose of tlus Agreement is to estabhsh a management services agreement
whereby contractor w�ll provide certaxn management and related sernces at City-owned golf
facilit�es Tlvs Agreement is not a lease, nor does it create a leasehold mterest other than similar
property mterest m Contractor to the C�ty's facilihes
B Contractor will be respons�ble for performmg all work and/or sernces descnbed
hereu� The Contractor's performance will be momtored and rev�ewed by the City of Bremerton
Director of Pazks and Recreat�on, or his or her designee, (heremafter "Duector") Contractor
shall report duectly to the D�rector and work closely with the Greens Supenntendent Reports
and data requued to be provided by the Contractor shall be dehvered to the Duector Queshons
of the Contractor regazdmg mterpretahon of the terms, provisions and requu�ements of ttus
Agreement shall be addressed to the Director for response
SECTION 2 PREMISES The facihhes of the Golf Club to be managed by the Contractor
pursuant to tlus agreement mclude the Golf Courses, the Clubhouse and related facihries,
heremafter ("Premises")
SECTION 3 TERM Pursuant to IRS Revenue Procedure 97-13, the term of ttus Agreement
shall be three (3) yeazs commencmg on January 1, 2007 (the "Commencement Date'� and shall
termmate on December 31, 2009, unless termmated eazher m accordance with Sechon 14
SECTION 4 SCOPE OF SERVICES
A General Serv�ces The Contractor's responstbilihes mclude promohng and
managmg the use of the Golf Courses, the collechon of fees, staffing the courses, includmg
starter services and marshals, management of the Clubhouse and azeas of Contractor's
responsibility at the dnvmg range, except as otherwise agreed upon between the part�es m
wntmg
GolfMmragement Agreement
Page 2 of 20
B Spec�fic Serv�ces In providmg the general services descnbed above, Contractor
shall provide not less than the followmg spec�fic services
1 Olymp�c and Cascade courses.
a Contractor shall provide an adequate number of starters, agreed
upon by both parties, deemed necessary for the courses to fac�litate a good golf operat�on
Contractor shall be responstble for all startmg of golf play and £or control of the first tee at all
times Dunng peak play hmes for each season as idenhfied herem, Contractor must provide a
course mazshal a mmimum of 346 hours per week for the months of May through September,
148 hours per week for the months of Mazch, Apnl and November, and seven hours per week for
the months of November and December On days when the tee sheet is not full, Contractor may
ad�ust this muumum downwazd to the extent start hmes aze not matenally affected In case of
extended penods of mclement weather, this requirement can be wa�ved by mutual agreement of
the Director of Pazks and Recreahon and Contractor In such case, the compensahon will be
ad�usted accordingly upon mutual agreement
b All counter staff at the courses shall be expenenced, tramed, and
knowledgeable of golf operations and course rules
c Contractor shall provide an adequate number, as agreed upon by
both parties, of golf clubs, bags, and pull-carts for rent to users at the courses
d Contractor shall operate and mamtam a sernce for the handluig,
sales, and leasmg of golf equipment and for leasuig of carts for operahon of the Golf Club
operarions
e In cooperahon w�th the Director and Golf Complex Boazd of
Directors, established pursuant to Chapter 2 34 of the Bremerton Murucipal Code (the "Golf
Complex Boazd"), Contractor shall schedule all golf toumaments and shall �mhate and promote
golf achvihes at the Golf Club
f The Contractor and Greens Supenntendent shall mutually agree
upon the open and start of play daily with the Duector resolvmg any conflicts
2 Drrvmg Range and Pro Shop
a The Contractor agrees to mazntam and operate the dnvmg range
and Pro Shop m con�unction with the services provided m tlus agreement The dnvmg range and
Pro shop shall be mamtamed and operated m accordance with the Lease between the Crty and
Contractor for the facilihes
3 Lessons
a The Contractor may provide competent golf inshucrion to all
groups and levels of public players, mcludmg �umors Qual�fied P G A members or registered
ass�stants must be available to conduct lessons All revenues received and costs mcurred by
Contractor for lessons shall be revenue and costs of the Contractor
b All lesson gross revenue shall be paid d�rectly to the Contractor or
subcontractor and shall not be mcluded m the City's revenue rece�pts
4 Gdt Cert�ficates Contractor will sell g�ft cert�ficates for merchandise,
restaurant, green fees, and lessons Sale of these cerhficates w�ll be m accordance w�th mtemal
Galf Management Agreement
Page 3 of 20
controls as approved by the City Contractor sha(1 ma�ntam a log showmg all unredeemed
outstandmg certificates
5 Clubhouse Management
a The Contractor shall manage the Clubhouse for the City Th�s
shall include operatmg and mamtammg the restaurant and lounge �n accordance with the Food
and Beverage Agreement between the City and Contractor
b Contractor shall mamtam the fac�lihes m a clean, neat and hygiemc
condihon Contractor shall prov�de basic �amtonal services, mcluding suppl�es necessary to
provide adequate�amtonal services These serv�ces shall mclude, but not be limited to
� Cleanmg all carpets annually,
u Vacuummg floors at least dazly dunng peak season,
ui Cleazung restrooms and all common azeas at least daily,
�v Providmg penodic spot checks o£ restrooms to replemsh
supphes and paper products and attend to problems as needed, and
v Clean wmdows and clean patios, sidewalks and other
common azeas as needed
c The Contractor shall mamtam the Clubhouse, and extenor pahos,
uicludmg gazbage conta�ners azound Clubhouse bu�ldings and enhyways, m a clean, well kept,
orderly manner to the satisfachon of the City Contractor shall conduct mmor mamtenance and
repairs to mtenor facilit�es and fixtures, mcluduig l�ghts, plumbmg, and locks associated w�th�
Contractor's area of responsibility
d The Contractor shall provide ma�ntenance and repau� services for
all FF&E wrtkun the Clubhouse, Conh�actor owned tools and eqmpment, and all Contractor
leased equipment Replacement of City owned equipment shall be m the sole discrehon of the
City and the City shall arrange for eqwpment replacement w accordance with avazlable fundu�g
e Contractor shall be responsible for the costs of supphes for
operahons at ds cost and expense
6 Advertismg
a The Contractor shall annually provide to the Duector for approval
an adverhsmg and promotion plan for the Golf Club, wluch approval shall not be unreasonably
withheld Contractor shall spend a m�mmum of $35,000 per year for advemsmg for the Golf
Club operahons
b Contractor shall obtam City approval for all adverhsement for �
commercial vendors unrelated to concession operahon on score cazds, benches, entryways, etc
Contractor agrees to honor contracts with existmg advert�smg vendors unhl said contracts expue
7 Attend Meetmgs Contractor agrees to be available to attend regulaz and
special meehngs of the Golf Complex Boazd, Pazks and Recreahon Commisston and City
Council, and shall be prepazed to discuss issues and ideas of mterest to the Contractor and City
C Pr�cmg of Golf Serv�ces
1 Green fees aze established by City Council followmg a review and
recommendation of the Golf Complex Boazd The C�ty reserves the nght to establ�sh fees for
res�dents, residenhal preferenhal programs, and events sponsored by local busmesses and
orgamzations, as well as non-res�dent fees Fee ad�ustments must be approved by the City
GolfMm�agement Agreement
Page 4 of 20
Council except that the D�rector may establ�sh dtscount rates for promot�onal purposes
Contractor, as an ex-officio member of the Golf Complex Boazd, shall have �nput on pncmg of
golf serv�ces
2 All toumament fees will be set by the Contractor sub�ect to rev�ew and
final approval of the Director
SECTION 5 OTHER DUTIES AND RESPONSIBILITIES
A Performance of Dut�es The Contractor shall devote their attention and energies
to the performance of duties as golf Contractor for the C�ty dunng the term of tlus Agreement
They shall conduct themselves at all times and m all matters m accordance with the standards
accepted for golf Contractor as established by the Professional Golfers Associahon (heremafter
"PGA") The Contractor shall operate the facihties and programs under their duechon and
control so that they will meet or exceed the standazd m the mdustry for pubhc golf courses in the
Puget Sound region
B Personnel The Contractor shall prov�de competent personnel necessary for such
operahons and shall traui and supervise them m the�r work and shall pay them for theu services
at the Contractor's sole cost and expense Contractor shall supervise, d�rect and tram staff to
perform duhes and meet requuements for sales, rentals and services wtuch aze, m the opmion of
the City and Contractor, necessary Contractor shall provide an on-gomg staff traimng program
w�th emphas�s on customer trazrung There wtll be a mmimum of two PGA professionals on staff
mcludmg the Pnnc�pals of Contractor At least one of the PGA professionals must be on site
dazly dunng peak business hours of the Golf Club _
C Credit Rahng Contractor shall maurtaui a good credit rahng m all commercial
transactions so as not to discredrt the reputahon or name of the Crty of Bremerton
D Tournament Play The Contractor shall have the nght and aze expected to
represent the Crty of Bremerton m vanous golf toumaments They shall submrt their tournament
schedule for informahon to the Director In the event they qualify, they shall have the nght to
play ui the U S Open, Masters, the PGA National Championslvp, and the Club Contractor's
Championslvp, or any tour event held locally
E Secur►ty The City has mstalled a momtored burglaz alarm system at the
Clubhouse and Pro Shop, and the City w�ll pay the monthly sernce chazge for the system
Contractor is responsible for settmg the alazm, msunng that it is properly operatmg and notifymg
the Crty if rt�s m need of repau
F Inspect�ons The Contractor will make a daily physical mspection of the complex
and report any unusual or unsafe condihons observed dunng sa�d inspection to the D�rector
immed�ately Such reports shall be followed up m wntmg
Golf Management Agreement
Page 5 of 20
G Quarterly Rev�ew Contractor and City shall meet on a quarterly schedule, or
as otherw�se as mutually agreed, to evaluate operations at the Golf Club and the performance of
the parties pursuant to this agreement and to make mutually agreeable changes
SECTION 6 OPERATING POLICIES AND PROCEDURES The Contractor will
A Operate the Golf Club pursuant to the rules and regulahons established by the
Crty Council and the Director
B Expel unruly persons or those under the mfluence of mtoxicants from the
Prem�ses under Contractor's control
C Not foster nor permit any illegal activity on the Premises under Contractor's
control
D Answer and handle all complamts and shall superv�se a publ�c relations program
In deahng with the pubhc, Contractor will not speak towazd City pohcies or decisions m a
derogatory manner Contractor shall explazn and support city pohcies to staff and the golfing
pubhc
E Not use the Premises for ancillary, revenue-producmg achvihes, or social
actavihes unless expressly authonzed by the City The parhes aclmowledge that Contractor
conducts certam pnvate busmess operahons pursuant to the Lease executed with the City for
operahon of a Pro Shop, dnvmg range and Contractor's pnvate cart rental business and further
that Contractor subcontracts lessons at the Golf Club
F Regulate the play and conduct of all persons on the golf course, mcludmg keepmg
off trespassers and prevenhng m�ury to the golf course by players and others
G Not allow any person to be afforded free use of the golf course unless approved
by the Director
H Supernse all golf achvihes m connechon w�th outside parhes and shall provide
members of the golfing pubhc wrth adequate serv�ces, as may be required
I Provide service to meet public demand and shall keep the Clubhouse open each
day that the golf courses aze open for play, and at other reasonable hours as prescnbed by the
City, except Thanksgivmg and Chnstmas, at Conh�actors opt�on, days the Greens Supenntendent
closes the course due to mclement weather and except as set forth m Sechon 7(D) and (E)
SECTION 7 COMPENSATION
A Contractor shall be compensated for services as follows
1 Course and Facd�ty Management Fee
Colf Managen:ent Agreement
Page 6 of 20
a F�xed Fee - Year 2007 Contractor shall be paid the annual sum of
three hundred fifty-five thousand etght hundred fifty do[lars ($355,850) Thts fixed fee
compensat�on shall be pa�d m weekly mstallments of $6,843 27 or as otherwise agreed
b F�xed Fee - Years 2008 and 2009 Contractor shall be paid the
annual sum of three hundred eeghty-five thousand etgl:t hundred fifty dollars ($385,850) Th�s
fixed fee compensat�on shall be pa�d m weekly mstallments of $7,420 19 or as otherwise agreed
c Percentage (Greens) Fee In addit�on, throughout the term of this
contract, Contractor shall be pa�d ten percent (10%) of revenues received from greens fees, net of
sales tax, m excess of $2,000,000 00 but m no event shall th�s percentage fee exceed the fixed
fee m any given yeaz set forth m tivs sect�on For purposes of th�s subsechon, greens fees
mclude da�ly prtvate cart fees and all other course achvities not othenvise provided for m this
section, Section 7, for wkuch revenue is received for use of the course, whether golf related or
not T}us percentage fee shall be pa�d after the end of each yeaz
2 Golf Rounds For each year of tlus agreement, Contractor shall be paid
addihonal compensarion for customer paid golf rounds that aze sold above the pnor yeaz's golf
round sales as follows
Rounds Compensat�on
1000-1500 $3,000 00
1501-2000 $5,000 00
2001-2500 $7,500 00
2501-3000 $15,000 00
3001 and above $18,000 00
For purposes of determmmg compensahon for golf rounds for the first yeaz of tlus
agreement, �t �s aclmowledged that the pnor year's (2006) golf rounds were 90,509 Payment of
this compensation will be made at the end of the year
3 Final reconc�Lat�on Final reconc�liahon and payment for each year will
be made by January 31 of the followmg yeaz
B BilLng and Payment Procedures The City shall pay the amounts due to
Contractor as set forth m Sechon 7(A) Appropnate reconciliation payments for the costs and
expenses mcurred by the City (i e cred�t card fees) m the current month for which the Contractor
is obhgated to pay under the terms of the agreement, shall be mcluded in the reconcihahon
ad�ushnents and will be deducted from the City's payment m the followmg month
C Withholdmg of Payments to Contractor In the event the Contractor is 60 days
or later m payment of lease payments associated with the Lease, City may withhold and apply all
momes due to Contractor from C�ty under tkus Agreement to offset any such amounts due to C�ty
from Contractor under said Lease
D Golf Course Closure — For Cond�t�ons and Repair The golf course facil�ries
shall remam open for play unless they aze closed as a result of causes beyond the control, fault,
or negl�gence of the parhes Such causes may mclude, wrthout l�m�tation, acts of God or publ�c
Golf Management Agreenient
Page 7 of 20
enemy, acts of the federal, state, or local governments, fires, floods, epidemics, volcanic
eruptions, quazantme restnctions, stnkes, fre�ght embazgoes, court orders, and unusually severe
weather or other condit�on that causes all or a portion of the Golf Club facil�t�es to be closed for
extended penods of time Should either the Ctty or the Contractor fa�l to perform because of a
cause descnbed m this subsection, the C�ty and the Contractor shall make a mutually acceptable
rev�sion m the SCOPE OF SERVICES and COMPENSATION provided for m th�s Agreement,
including termmahon of the Agreement if the Golf Club is deemed unusable by the C�ty as a
result of ma�or damage or destruction and the City elects not to rebu�ld the same
In the event that City determmes that ►t �s necessary to close all or a pomon of the golf
Club fac�lit�es due to regulaz mamtenance, repa�r, caprtal improvements, mclement weather, or
similar condihon wluch results m a s�tuat�on where the golf course is unsahsfactory for play, or
if damage to the course and factl�hes is lilcely if it remazned open, the City shall coordmate such
closmg with the Contractor pnor to actual closmg Contractor shall comply with the Duector's
dec�sion to close all or part of the course and facil�hes at no cost to the City
In the event of closure of all or a portion of the Golf Club facilrt�es as set forth m tlus
subsechon, Contractor shall not be enhtled to any compensahon pursuant to this sechon, Section
7, whether fixed fee or percentage fee, however, when feasible, the City and Contractor shall
revise the SCOPE OF SERVICES and COMPENSATION as noted above for partial closwe of
the Golf Club, unless ttus agreement �s temunated pursuant to Section 14(F) The C�ty shall
mcur no habihty to Contractor for lost revenue or other addihonal compensahon as a result of
any closure of all or a portion of the golf Club facihhes as set forth m th�s subsect�on
E Golf Course Closure — For Events In the event cucumstances requue the
closure of the course or portions thereof for events that may result m the loss of greens fees, the
Director may approve, m advance of the closure and m wnhng, an amount represenhng potenhal
greens fees lost as a consequence of the course closure Tlvs amount shall be used to determme
what amount, �f any, shall be paid to the Contractor pursuant to tivs sechon Any amount
pursuant to ttus sect�on will be mcluded u� the Fu►al reconcil�ahon and payment as provided m
tlus sechon
SECTION 8 CITY RESPONSIBILITIES
A. Golf Course grounds
1 The City shall mamta►n and repas all turf and landscaped areas ad�acent to
the tees, greens, fairways, dnvmg range, pazkmg lot and the Golf Course bu�ldmgs
2 The City shall mamtam and repair all buildmg extenors, pazkmg lots,
pathways and all of their fixed components, u�clud►ng structural mamtenance of buildmgs,
heahng and cool�ng umts, doors and wmdows, locks associated wrth City's area of responsib�lity,
and lighhng systems
3 The services provided m(1) and (2) above shall be m the manner and to
the extent previously prov�ded and w�thin defined annual budgets
Golf Management Agree�nent
Page 8 of 20
B Ut►lrties Ap electnc power, water, sewer, gas/propane, street utilrty, garbage and
telephone service related to th�s agreement shall be pa�d by the C�ty If upon rev�ew the City
determmes that action is needed to address excessrve consumphon, Contractor will promptly
respond and take appropnate action to remedy the excessive consumphon Each party shall pay �
mternet and web page costs and expenses related to their duries and responsibilities under th�s
Agreement, unless otherwise agreed
SECTION 9 CAPITAL IMPROVEMENTS AND FIXTURES Contractor shall not make
any alterations, additions or �mprovements m the Gold Mountam Golf Club, mcludmg the
Clubhouse, w�thout first obtammg the consent of Crty m wntmg, which consent can be wrthheld
at C�ty's sole discretion All alterations, add�t�ons and tmprovements, shall be at the sole cost
and expense of Contractor, and shall remam m and be sunendered with the Clubhouse as a part
thereof at the ternunahon of tivs Agreement except for those unprovements and fixtures supplied
by the Contractor wkuch at the hme of this Agreement aze idenhfied on the attached Exh�b�t A
If Contractor performs work w�th the consent of City, as provided above, Contractor agrees to
comply with all laws, ordu�ances, rules and regulahons of the City and any other authonzed
public authonty Contractor further agrees that workmanslup will be of a reasonable commercial
quality, m color schemes m accordance wrth current buildmg, standazds, and free of inechamcs
liens Contractor further agrees to save City free and harmless from damage, loss or expense
ansing out of such work
SECTION 10 COLLECTION OF FEES, FINANCIAL REPORTING, AUDITING AND
TAXES Pursuant to the Golf Club Revenue Bond resoluhons, the Crty irrevocably pledged
gross revenues from the Golf Club as secunty for bond repayment Therefore, all gross revenues
from any source shall first be deposrted m the City's bank account and disbutsed pursuant to th�s
Agreement
A Pomt of Sale System City shall be responsible for purchasmg, settmg up and
maintauung a pomt of sale system through which all transacUons at the Golf Club will be�
processed
1 C►ty's Respons�b�Lhes The City shall provide a castuenng system for
use by the Contractor City shall prov�de uut�al trauvng on the operahons of the casluenng
system All subsequent traimng of Contractor's staff shall be the responsib�lity of the
Contractor The City shall also be respons�ble for mamtenance of network, w�nng, software, and
eqwpment The C�ty will provide repa�r parts as needed for eqmpment
2 Contractor's Responsibd�t►es Contractor shall be responsible for any
additional hazdware, user l�censes, and software that Contractor chooses to mstall The
Contractor shall also be responsible for operatmg supplies such as rece�pt paper, toner, and
labels Contractor shall provide addihonal formal trazmng for Contractor's employees after
imtial trammg sessions have been performed by the C�ty New cashier employees and office
managers must have su�table knowledge of the Golf cashienng system m order to perform their
duhes m an efficient and accurate manner Th�s hammg may be prov�ded by Contractor
personnel
Galf Management Agreeme�rt
Page 9 of 20
3 Modifications Any other changes, additions, or modificahons applicable
to the City owned cashienng system would need mutual agreement as to payment respons�bility
B Rece�ptmg Contractor and/or subcontractor shall collect for, and on behalf of,
the City all gross revenue, includmg but not I�mited to golf course greens fees, dnvmg range fees
collected under the Lease, golf club and cart rentals, golf course toumament fees, non-sufficient
fund check retum fees, and all other fees at the Golf Club m stnct accordance with the schedule
of fees establ�shed by the City, unless other mstructions aze given in wnhng to the Contractor
Nettmg of transachons is prolubited All revenue collected from transactions under this
agreement, with the excephon of lessons, must be processed through the Pomt of Sale System
and deposited as provided �n subsection 10(C) Contractor may process lesson revenue through
the Pomt of Sale System m which case the revenue must be receipted and deposited as provided
m subsect�on 10(C) and thereafter reconc�led and pazd to Contractor as appropnate All course
gross revenue must be recorded, collected and deposited m a manner wluch will d�spense a dated
receipt to be given to each customer
C Depos�ts All deposrts must be prepared in a tunely manner defined as %2 hour
ahead of scheduled pick-up and composrtion of deposit shall remazn tntact and a clear audtt trazl
mazntazned The Ctty will provide and pay for couner service Any delays causuig addmonal
"premise charges" will be paid by Contractor All deposrts will be made mto a smgle account
estabhshed for the Golf Club Settlements and appropnate disbursements will be made from tlus
account Contractor shall be respons�ble for any loss or theft of City funds wlvle the same aze m
rts possession or control Contractor shall provide City w�th a fidelrty bond and a performance
bond as requ�red m t}us Agreement Contractor and any subcontractor shall comply w�th
accounhng procedures as may be reqmred by the City to comply wrth state laws, regulahons and
audit review requuements
D Reports Contractor shall provide to the C�ty datly reports of golf achvity and
receipts m a format to be provided by the Director and Fmance Officer, and shall structure their
accountmg system m a method sahsfactory and acceptable to the City The reports will be
forwazded to the Duector and must be received by the 2nd busmess day followu�g the day of
achv�ty, excludmg Fndays, Saturdays and Sundays wluch will be due on Tuesdays The reports
must agree with the conespondmg depos�t for the day In addition, the Contractor shall submit a
copy of rts previous year's operaUng statement by Mazch 31 to demonstrate Contractor's
financial ab�hty to mamtam operat�ons under th�s Agreement
E Aud�ts All revenue and fees collected at the Golf Club aze City revenues
and sub�ect to audtt by the State Auditor, City Internal Auditor, or C�ty hired Certified Public
Accountants Contractor shall pernut the City, from time to t�me as the C�ty deems necessary,
through its des�gnated representatrves, to mspect and audit m Bremerton, Washmgton, at any
reasonable time, all pertment books and records of Contrac[or and any other person or entity that
has performed work m connect�on w�th or related to Contractor's services under tlus Agreement
to venfy the accuracy of accountmg records and shall supply the Crty with, or shall permit the
City to make a copy of any books and records and any portion thereof, upon the City's request
GoljMaxagement Agreement
Page 10 of 20
Contractor shall ensure that such mspect�on, audit and cop}nng nght of the C�ty is a condit�on of
any contract, agreement or other azrangement under wh�ch any other person or entity is permitted
to perform work m connect�on with or related to Contractor's services under this Agreement
The Contractor shall take �mmed�ate correchve action on all pnor, current or future mtemal
control weaknesses as directed by the C�ty
F Taxes Pursuant to the City's bond resolutions on the Golf Club facilihes, the
Contractor will remit to the City all gross revenues collected Sales tax from Contractor's
activihes remrtted to the Crty will be held by the Crty and will be returned to the Contractor
weekly or as otherwise agreed C�ty shall retam and rem�t sales taaces on revenues from green
fees sales As an mdependent contractor, the Contractor acknowledges that it �s respons�ble for
payment of any local, state, mcludmg busmess and occupat�on tax, or £ederal taxes or fees with
respect to the Contractor's busmess, mcludmg sales tax, for rts achvihes The Contractor shall
pay any and all apphcable taxes when due
G Cred�t Card Costs and Fees Contractor shall be respons�ble for all credrt card
costs and related fees mcurred for Contractor's busmess pursuant to tivs agreement (ie lessons)
and the City shall be responsible for cred�t cazd costs and related fees mcurred for the City's
business pursuant to tlus agreement (ie greens fees)
SECTION 11 MAINTENANCE OF RECORDS The Contractor shall keep and mazntazn on
a current basis all books and records, mcludmg the operatmg accounts, to support its
management and operahons of the Prem�ses under ttus Agreement The City or its authonzed
representahve shall have the authonty to mspect, audrt, and copy, upon reasonable nohce and
from tune to t�me, any records of the Contractor regazdmg rts bilhngs, payments or work under
ttus Agreement Contractor shall reta►n these records for mspechon, audrt, and copymg for at
least ttu (3) yeazs from the date of complehon or termmahon of tlus Agreement, or as
otherwise requ�red by the Waslungton Secretary of State General Records Retenhon Schedule
for all Local Govemment Agencies m Wastungton State Contractor shall, at all tunes, provide
the City with all records for the pnor three (3) yeazs that relate to the financial matters of the
Prem�ses managed by Contractor under tlus Agreement
SECTION 12 AUDIT OF PAYMEN'I'S The City, erther duectly or through a designated
representarive, may audit the records of the Contractor at any hme dunng the three (3) year
penod estabhshed by Sechon 11, MAINTENANCE OF RECORDS If an audit discloses that
payments to the Contractor under Sechon 7, COMPENSATION, were ui excess of the amount
to wluch the Contractor was entitled, or that the payments to the City were less than the amount
to wh�ch the C�ty was entitled, then Contractor shall repay the amount of the excess or deficiency
to the City If an audit discloses that payments to the Cety under Sechon 7,
COMPENSATION, were m excess of the amount to wtuch the City was enhtled, or that
payments to the Contractor were less than the amount to wluch the Contractor was entitled, then
the City shall repay the amount of the excess or deficiency to the Contractor
Golf Management Agreement
Page 11 of 20
SECTION 13 ASSIGNMENT Contractor shall not e�ther voluntanly or by operation of law
assign, transfer, mortgage, pledge, hypothecate, or encumber this contract or any mterest therem
and shall not subcontract the obligarions under th�s Agreement, or any part thereof, or allow any
person (employees, agents, servants, and mvitees of Contractor excepted) to use the Golf C(ub
Facilities, or any portion thereof, w�thout the pnor wntten consent of the C�ty Any such
ass�gnment, subcontrachng or use without compliance w�th the terms of th�s puagraph shall be
void and shall conshtute a default under the tettns of this Contract If Contractor is a
corporation, any transfer of tlus Contract from Contractor by merger, consol�dation, or
l�quidahon, or any change m the ownerslup or power to vote m a ma�onty of the outstandmg
voring stock of Contractor shall constitute an assignment for purposes of this pazagraph Any
consent to one ass�gnment, subcontractmg, or use by any other person shall not be deemed to be
a consent to any subsequent assigiunent, subcontrachng, or use by another person Consent to
any such ass�gnment, subcontrachng or use shall m no way reheve Contractor of any liability
under th�s Agreement Ass�gnment by Contractor to a financial mshturion holdmg a secunty
mterest m tlus Agreement shall not be cons2dered to be a violation of the consent requ�rements of
this Agreement Consent for any subsequent ass�gnments by sazd financial mshtuhon will not be
unreasonably withheld, however, any assignee must have expenence and be lmowledgeable �n
golf and food and beverage operahons
SECTION 14 TERMINATION Tlus Contract will termmate upon the happemng of any of
the followmg events
A Upon rts normal termmahon if not renewed
B Upon termmahon of the Lease and/or Food and Beverage Agreement
C Upon the death of both of Contractor's Pnnc�pals
D By mutual wntten agreement
E Breach of th�s Agreement as set forth m Sechon 15 below
F Ma�or damage or deshuchon of the golf Club property, structures or eqwpment
that is the sub�ect of tlus Agreement, when the City decides not to rebuild, and that damage or
destructton will prevent Contractor from substanhally performmg the�r obhgahon under ttus
Agreement
SECTION 15 BREACH
A In the event that either party clazms that the other is m a substanhal breach of any
of the provisions of th�s Contract, notice of the breach shall be submitted to the party alleged to
be in breach and the party m breach shall have th�rty (30) days from rece�pt of the notice wrthm
which to correct any achvity or conduct claimed by the other to have conshtuted a substanhal
Go[f Managenrent Agreement
Page 12 of 20
breach of this Contract The not�ce shall ident�fy the nature of the breach and the contract
provtsions violated
B In the event that the party m breach shall fazl to correct the act�vity claimed to
constitute a substant�al breach of this Contract w�thm th�rty days of rece�pt of the not�ce of
breach, the party cla�mmg breach may
1 Issue a nohce of termmation, and/or
2 Seek�udictal remedy or specific performance, and/or
3 Pursue any other remedy available at law or eqwty
C The Contractor is sub}ect to immed�ate termmahon upon wntten notice by City if
1 Contractor violates any fiduciary duty to the C�ty by rrusappropnahng or
not properly accountmg for or m�shandhng Crty funds as determmed by the C�ty or Waslvngton
State Audrtor, or
2 Contractor vacates or abandons the Golf Club facil�hes under Contractor's
responsibility
D Upon rece�pt of nohce of termmahon by Contractor, which is issued by the C�ty,
the City shall have the nght to
1 Enter and take possesston of the facilrt�es, and/or
2 Bnng surt for and collect all fees and portions of gross revenue or any
other momes required to be paid to the Crty wtuch shall have accrued to the time of termmation
of the Contractor's nghts
E Upon wntten notrce of temunarion by the City, Contractor will have t}urty (30)
days to vacate the Preuuses unless the City elects to take immediate possession as set forth m
paragraph D above Termmahon shall be affected by servmg a Nohce of Termmahon by
certified mazl (return receipt requested) or by personal delivery upon the Contractor sethng forth
the manner m wluch the Contractor is m default
F Neither the City nor the Contractor shall have breached tivs Contract by reason of
the closmg of all or a portion of the golf course facilrt�es as set forth m Sechon 7(D) and (E)
G Examples of a breach by the Contractor wluch warrants termmahon, if not cured,
shall include but not be limited to
1 M�sappropnahon or m�shandhng of C�ty funds
2 Contractor makes any general assignment or general arrangement for the
benefit of creditors or the filmg by or agamst Contractor of a petit�on to have Contractor
ad�udicated as bankrupt, or a petit�on for reorgamzaUon or arrangement under any law relatmg to
baiil�uptcy (unless, m the case of a pehhon filed agamst Contractor, the same is dism�ssed
withm sixty (60) days or the appomtment oF a trustee or a receiver to take possession of
substanttally all of Contractor's assets located at the Premises or of Contractor's mterest m th�s
Agreement, where possession is not restored to Contractor withm tlurty (30) days or the
attachment, execut�on, or other �udicial se�zure of substanhally all of Contractor's assets located
Co[f Management Agrew�:ent
Page 13 of 20
at the Prem�ses or of Contractor's mterest m this Agreement where such se�zure �s not d�scharged
within tlurty (30) days
3 Contractor ass�gns all or part of �ts �nterest m this Agreement w�thout pnor
written consent of the City pursuant to Sechon 13
4 Nonpayment of outstandmg current habilihes withm nmety (90) days and
failure to pay Federal, State, and loca] taxes and license fees when due
5 Conhnumg mattention or neglect of duties
6 Suspension from the PGA resulhng m a s�tuahon where neither pnncipal
�s a member of the PGA for more than thirty (30) days
7 Conviction of a felony or convicrion of a non-felony cnme of dishonesty,
theft or deceit of either of the Pnncipals
SECTION 16 PURCHASE OF CONTRACTORS MERCHANDISE In the event the City
takes over management of the Golf Club facilihes, after exp�ration of th�s Agreement or earher
termmation by the C�ty, Contractor reserves the nght, if it so elects at �ts d�screhon, to require
C�ty to purchase the Contractor's Pro shop and dnving range merchandise and moveable
fiimishmgs idenhfied m Exh�bit A at Contractor's cost less depreciat�on mutually agreed upon
If there is no agreement, tlus amount shall be estabhshed by a mutually agreed upon mdependent
appra�ser The City shall make payment witlun 90 days of expirahon or termmahon, less any
momes owmg to the City under the terms of tlus Agreement, the Food and Beverage Agreement
or under the terms of the Lease Should Contractors sunply abandon any items set forth above,
they shall immediately become the property of the City
SECTION 17 INDEPENDENT CONTRACTOR
A The Contractor is engaged as an mdependent contractor and will be responsible
for any federal, state, and local taxes and fees apphcable to payments hereunder
B The Contractor, �ts subcontractors, and theu employees, aze not employees of the
City and aze not ehgible for any benefits through the City, uicludmg without l�mrtahon federal
social secunty, health benefits, workers' compensation, unemployment compensahon, and
rehrement benefits
C The parties agree and aclmowledge that the Contractor �s an mdependent
contractor and not the agent or employee of the City of Bremerton, and that no l�ability shall
attach to the City as a result of the acts or orruss�ons of the Contractor, its agents or employees
D The Contractor shall be responsible for withholdmg and paymg all payroll taxes
for any person tured by them to perform the duhes they aze required to perform under the terms
of th�s agreement They aze also responsible for all taxes owed to any govemmental agency as a
result of the momes paid to them under the terms of this Agreement
Colf Management Agreen:ent
Page 14 of 20
SECTION 18 INDEMNIFICATION, INSURANCE, BOND
A Indemn�ficat�on
1 Contractor agrees to defend, mdemmfy and save harmless the City, its
appomted and elected officers, employees and volunteers, from and agamst any and all liability,
loss, cost, damage and expenses, mcludmg costs and attorney fees m defense thereof because of
actions, claims or lawsu�ts for damages resultmg from personal or bodily m�ury, mcludmg death
at any time resultmg there from, sustamed or alleged to have been sustained by any person or
persons and on account of damage to property, ansmg or alleged to have ansen directly or
mdirecfly out of or m consequence of or the performance of th�s Agreement, whether such
m�unes to persons or damage to property is due to the w�llful or neghgent acts or omissions of
Contractor, their subcontractors or agents This provision shall be mapplicable to the extent the
Crty is �udic�ally found solely negl�gent for such damage or m�ury
2 Should a court of competent �unsd�chon determme that th�s Agreement is
sub�ect to RCW 4 24 115, then, m the event of liability for damages ansing out of bod�ly m�ury
to persons or damages to property caused by or resultmg from the concurrent negl�gence of the
Contractor and the City, its officers, offic�als, employees and volunteers, the Contractor's
liability hereunder shall be only to the extent of the Contractor's negligence
B Insurance Requirements
1 The Contractor shall procure and mamta�n for the durahon of th�s
Agreement, insurance agamst claims for m�unes to persons or damage to property wluch may
anse from, or m connechon with, the performance of the work hereunder by the Contractor, its
agents, representahves, employees or subcontractors
2 The Contractor shall provide a Ceruficate oflnsurance evidencmg
a Automobtle Lzabzltty Insurance with no less than $1,000,000
combmed smgle hmrt per accident for bodily m�ury and property damage, and
b Commerceal General Ltab:lety Insurance wntten on an occurrence
bases with l�mits no less than $1,000,000 combmed smgle hmit per occurrence and $2,OOQ000
aggregate for personal m�ury, bodily m�ury, and property damage Coverage shall mclude but
not be limited to blanket contractual, products/completed operahons, broad form property
damage, hquor habihty, and employer's habiltty
3 Any payment of deductible or self msured retenhon shall be the sole
responsibihty of the Contractor
4 The City, mcludmg �ts officials, employees, and volunteers, shall be
named as an addrtional msured on the msurance pohcy, with respect to work performed by, or on
behalf of, the Contractor and a copy of the endorsement nammg the City as additional msured,
approved by the City's R�sk Manager, shall be attached to the Cert�ficate oflnsurance
5 The Contractor's msurance shall contazn a clause statmg that coverage
shall apply separately to each msured agaznst whom cla�m �s made or suit is brought, except with
respect to the limits of the msurer's liability
6 The Contractor's msurance shall be the pnmary and non-contnbutmg
msurance wrth respect to the Crty's msurance and the Crty shall be g�ven thirty (30) days pnor
wntten notice of any cancellation, suspens�on or matenal change m coverage
Colf Management Agreement
Page 15 of 20
7 Acceptab►I�ty of Insurers Insurance �s to be placed w�th an msurer with
a Bests' ratmg of no less than A XIII, or w�th an msurer acceptable to the City
8 Subcontractors Contractor shall �nciude all subcontractors as msureds
under its policies or shall fumish sepazate cert�ficates for each subcontractor All coverage for
subcontractors shall be sub�ect to all of the requirements stated herem
C Band The Contractor shall contmuously mazntam at �ts expense an employee
dishonesty bond covenng collect�on of fees on the Premises for the benefit of the City The bond
shall be m an amount not less than SEVENTY-FNE THOUSAND AND NO/100 DOLLARS
($75,000 00) The Contractor must add�honally provide broad form money and secunt�es
coverage both mside and outside the Premises m an amount not less than FNE THOUSAND
AND NO/100 DOLLARS ($5,000 00)
D Proof of Insurance Proof of the above requuements must be provided to the
Crty upon execution of this Agreement The pohcies requved herem shall provide not less than
tkurty (30) days pnor wntten nohce to the City of any cancellahon, expirahon, modificahon, or
reduchon m coverage or liabilrty ]�mrts
SECTION 19 SUBCONTRACTING The Contractor shall not subcontract �ts work under
ttus Ageement, m whole or m part, without the wntten approval of the Crty The City reserves
the nght to review and approve any subcontracts pnor to execuhon to ensure compliance wtth
the provisions of tlus Agreement The Contractor shall reqture any approved subcontractor to
agree, as to the portion subcontracted, to comply with all terms and condihons as specified m this
Agreement Notwrthstandmg City approval of a subcontractor, the Contractor shall remau►
obligated for full performance hereunder, and the City shall mcur no obl�gahon other than its
obhgations to the Contractor hereunder Any subcontracts approved by the C�ty shaU be
sub�ect to and shall not extend any rights granted beyond those set forth ►n th�s Agreement
to Contractor Contractor agrees that �f subcontractors aze employed m the performance of tlus
Agreement, Contractor and its subcontractors are sub�ect to the requirements of the State of
Waslungton, Workers' Compensatton Laws
SECTION 20 CONDITION OF PREMISES The Contractor has mspected and exam�ned
the Premises and all facil�ties and fixtures thereon and accepts the same m its present condihon
The Contractor shall not make any alterahons, changes, or add�hons to the Clubhouse or to any
fixtures or equipment owned by the C�ty without the wntten consent of the Director The
Contractor shall not commrt, perm�t, or allow any nuisance, waste, or m�ury m, upon, or to the
golf course, or to permrt the use of the golf course for any tllegal or immoral purpose
SECTION 21 NOTICE Any not�ce provided for under ttus Agreement shall be sufficient if m
wnring and delrvered personally to the followmg addressee or deposited m the Umted States
Mail, postage prepud, certified mail, retum rece�pt requested, addressed as follows, or to such
other address as the receivmg party hereafter shall spec�fy m wnhng
Go[f Management Agreement
Page 16 of 20
City Director of Parks and Recreahon
City of Bremerton
345 6th Street, Suite 600
Bremerton, Washmgton 98337
Contractor
SECTION 22 PAYMENTS TO VENDORS AND SUBCONTRACTORS The Contractor
shall pay timely all suppliers, lessors, and contractors providmg services, matenals or equipment
for carrymg out its obhgahons under th�s Agreement The Contractor shall not take or fazl to
take any act�on m a manner that causes the C�ty or any matenals that the Contractor provides
hereunder to be sub�ect to any claim or lien of any person without the City's pnor wntten
consent
SECTION 23 BUSINESS LICENSE Contractor shall obtam a C�ty of Bremerton business
l�cense as reqwred by Chapter 5 02 of the Bremerton Crty Code pnor to begmmng work under
this Agreement
SECTION 24 CONFIDENTIALITY OF RECORDS The City will, to the extent allowed
by law, keep all of Contractor's and subcontractor's financial cost mformahon confident�al,
unless requ�red to d�sclose the mformation as a result of the Waslungton Pubhc Records
Disclosure law, Ch 42 56 RCW or by court order
SECTION 25 PRIOR CONTRACT EXTENSIONS SUPERSEDED AND TERNIINATED
The pnor agreement between the C�ty and Contractor for these services had an expvahon date of
December 31, 2006 wluch has rivice been extended pendmg negohahon of tivs agreement The
extensions were executed wrth the understandmg that new terms may be negohated for a new
agreement beg�mm�g with the year 2007 Accordmgly, tlus Agreement supersedes the terms and
condrtions of the fourth amendment extendmg the 2006 agreement executed on January 18, 2007
and the fifth amendment extendmg the 2006 agreement executed on or about Apn12, 2007 to the
extent tlus Agreement is mconsistent w�th the pnor agreement and amendments and upon
execuhon of th�s Agreement, sazd agreement and amendments shall termmate
SECTION 26 OTHER
A Costs and Attorney Fees If, by reason of any default or breach on the part of
erther party m the performance of any of the prov�sions of thss Agreement, a legal act�on is
mshtuted, the losmg party agrees to pay all reasonable costs and attomey fees m connechon
therewith It is agreed that the venue of any legal achon brought under the terms of th�s
Agreement shall be m Kitsap County
Colf Management Agreeneent
Page 17 of 20
B Construct�on Th�s Agreement shall be construed m accordance w�th the laws of
the State of Washmgton The provis�ons of th�s Agreement have been negotiated by the parttes,
and when interpretmg the provisions of th�s Agreement, there shall be no presumption of
draftsmanship for or against either party
C Severabd�ty The mvandity or unenforceabilrty of any prov�sion hereof shall m
no way affect the validity or enforceability of any other prov�s�on
D Waiver Failure to msist upon smct compliance with any terms, covenants
or condihons of ttus Agreement shall not be deemed a warver of such, nor shall any waiver or
relmquishment of such nght or power at any tune be taken to be a waiver of any other breach
The City and the Contractor shall not be deemed to have waived any breach of th�s Agreement
by the other party except by an express waiver m wntmg An express wntten waiver as to one
breach shall not be deemed a wazver of any other breach not expressly ident�fied, even though
the other braach �s of the same nature as that waived
E Amendment The City and the Contractor may amend this Agreement at any
hme only by wntten amendment executed by the City and the Contractor The City and the
Contractor agree that tlus Agreement shall be amended at any tune �f, m the opimon of bond
counsel to the City, such amendment is necessary to preserve the tax exempt status of mterest on
obhgahons of the City issued to finance the Golf Club
F Enhre Agreement Ttus Agreement contams the entue agreement beriveen the
parttes wrth regazds to the sub�ect matter sei forth herem 1'here aze no other representahons
with regards to the sub�ect matter, either orally or m wnring From January 1, 2007 unhl
execuhon of tivs agreement, tlus agreement supersedes the pnor agreement between the City and
Contractor for these services wluch had an exp�raUon date of December 31, 2006 and wivch has
twice been extended by amendments on January 18, 2007 and on or about Apnl 2, 2007 pendu►g
negotrat�on of a new agreement Upon and followmg the execuhon of tlus Agreement, tlus
agreement w�ll replace the pnor agreement m rts entuety
G Nondiscr�mmahon Contractor shall not discnmuiate m employment or sernces
to the pubhc on the basis of race, color, nahonal ongm, sex, rehgion, age, mantal status,
physical, mental or sensory disab�lity except m an employment achon based on a bona fide
occupahonal quahficahon
H L�ens The Contractor agrees that �t shall pay, or cause to be pazd, all costs and
expenses for work done and matenals delrvered to the Prenuses and shall keep the Prem�ses free
and cleaz of all liens for work performed thereon
I Remedies R�ghts under this Agreement are cumulatroe, the fa�lure to exercise
on any occasion any nght shall not operate to forfeit such nght on another occasion The use of
one remedy shall not be taken to exclude or wazve the nght to use another
Golf Maxageme�rt Agreement
Page 18 of 20
J Washmgton law and Forum This Agreement shall be construed accord�ng to
the law of the State of Washmgton Any I�hgat�on between the C�ty and the Contractor ansmg
under this Agreement or out of work performed under th�s Agreement shall occur, if m the state
couds, m the ICitsap County Court havmg �unsd�ction thereof, and if m the federal courts, m the
United States D�stnct Court for the Westem Distnct of Washmgton
CI B N SCO T ALEXANDER'S GOLF SHOP, INC
�.7� tl� �
CARY BOZEMAN, Mayor By S OTT ALEXANDER
Its �t£�'��'T
DATE �" � 3— �7 DATE R IL o�
�
By DARYL M T ENY
Tts (i(/
DATE �'1I��{o�
ATTEST
Paula Johnston, City Cler ��—
APPROVED AS TO FORM
R ER L OVICH, City Attome
GoljMa�eagenient Agreenient
Page 19 of 20
� EXHIBIT A
Pro Shoa Moveable Furn�shmes
I Slotwall
2 Dnver Racks
3 Putter Racks
6 Clothes Racks
2 Full Set Racks
1 4-Set Rack
1 Neshng Table
1 TV
1 Hat Rack
I Range Picker
1 Range Dispenser
1 Washer and Dryer
1 Range Cart
1 Janrtonal Supphes
1 Lammator
2 Fax Mactunes
4 Tables for Golf Balls
Chnshnas and other seasonal decorahons
Cones for Shotgun Starts
9 File Cabmets
1 Fue Pit and Chau�s
R U.agal�Legal�F�les\Cunent Achve Files\Gold Mountam\Golf Managemrnt Agreement - FINAL doc
Golf Management Agreement
Page 20 of 20
Contract Number: 4653
Vendor: SCOTT ALEXANDER'S GOLF SHOP INC
Subject: Golf Management
Department: Parks
File Class: LEG 12-1
Begin Date: O1/O1/2007
End Date: 12/31/2010
Review Date: 09/01/2010
Vault Date:
Comments: Amendment 12/09
.
AMENDMENT TO
GOLF MANAGEMENT AGREEMENT
WHEREAS, on September 13, 2007, the City of Bremerton, a municipal corporation of the State of
Washington, "City" and Scott Alexander's Golf Shop, Inc., a Washington corporation, "Contractor"
entered into and Agreement to provide professional golf management and services at the City of
Bremerton Gold Mountain Golf Club; and
WHEREAS, the term of the Golf Management Agreement commenced on January 1, 2007 and shall
terminate on December 31, 2009; and
WHEREAS, the parties desire to amend the Agreement to extend the term through December 31, 2010;
NOW THEREFORE, for mutual consideration, City and Contractor agree as follows:
Section 3 of the Agreement is hereby amended to extend the termination date of the Golf
Management Agreement to December 31, 2010.
All other terms of the Agreement not specifically amended herein shall remain in full force and effect.
CITY OF BREMERTON SCOTT ALEXANDER'S GOLF SHOP, INC.
� �� «��'
, Mayor By: SCOTT ALEXANDER
Its:
DATE: DATE:
By: DARYL MATHE
Its:
DATE: �� � O
ATTEST:
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' �
Carol Etge , City Clerk
APPROVED AS TO FORM:
� RO R LUBOVICH, City Attorney
R:\Legal\Legal�Files\Current Active ' old Mountain\Golf Management Agreement Amendment (2009).doc
Amendmentto GoljManagementAgreement
Contract Number:
Vendor:
Subject:
Department:
File Class:
Begin Date:
End Date:
Review Date:
Vault Date:
Comments:
4653
SCOTT ALEXANDER'S GOLF SHOP INC
Golf Management
Parks
LEG 12-1
01/01/2007
12/31/2009
09/01/2009
GOLF MANAGEMENT AGREEMENT
THIS AGREEMENT made and entered into on the date fully executed by and between
the CITY OF BREMERTON, a municipal corporation of the State of Washington, hereinafter
referred to as "City," and SCOTT ALEXANDER'S GOLF SHOP, INC., a Washington
Corporation, hereinafter referred to as "Contractor," to provide professional golf management
and services pursuant to this Agreement, at the City of Bremerton Gold Mountain Golf Club.
WHEREAS, the City is the owner of Gold Mountain Golf Club, which ownership
includes the land upon which said golf complex is located, the buildings and other improvements
which are a part thereof; and
WHEREAS, the Gold Mountain Golf Club consists of two 18 hole golf courses, the
Olympic and the Cascade course, ("Golf Courses" or "Courses"), a driving range, and the
clubhouse containing a Pro Shop, restaurant, meeting rooms and the Olympic room,
("Clubhouse") and other related facilities and structures, collectively also referred to herein as
("Golf Club")
WHEREAS, the City previously entered into an agreement with Scott Alexander and
Daryl Matheny, Contractor's principals ("Principals"), for food, beverage, and golf management
and related services at the Gold Mountain Golf Club; including, but not limited to, food and
beverage service, management of the Cascade and Olympic golf courses and driving range, and
for providing P.G.A. professional golf services and lessons to the facility; and
WHEREAS, the agreement between the City and Contractor for these services expired
December 31, 2006 which has twice been extended by amendments to said agreement pending
negotiation of a new agreement; and
WHEREAS, the extensions were executed with the understanding that new terms may be
negotiated for a new agreement beginning with the year 2007; and
WHEREAS, the City desires to enter into a new agreement with Contractor for
management of the Cascade and Olympic golf courses, Clubhouse, driving range and Pro Shop,
and for providing professional golf services and lessons to the facility entitled "Golf
"Management Agreement" effective January 1, 2007 and superseding the terms of the extended
agreement; and
WHEREAS, the parties hereto have simultaneously executed a separate agreement
entitled "Food and Beverage Agreement" relating to the food and beverage service at the Gold
Mountain Golf Club; and
WHEREAS, the parties hereto have also simultaneously executed a document entitled
"Lease Agreement" relating to the lease to the Contractor of a certain portion of the Gold
Golf Management Agreement
Page 1 of 20
Mountain Golf Club (the "Lease") for operation of a Pro Shop, driving range and Contractor's
private cart rental business. It is the intent of this Agreement to have the Contractor provide
management services to the Gold Mountain Golf Club in accordance with the terms and
conditions of this Agreement; and
WHEREAS, it is the intent of this Agreement that the Contractor operate the facilities
covered herein in such a manner as to generate and provide revenue at or above a level sufficient
to meet bond payment obligations and operating expenses paid by the City for the Gold
Mountain Golf Club.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
SECTION 1. PURPOSE AND ADMINISTRATION.
A. The purpose of this Agreement is to establish a management services agreement
whereby contractor will provide certain management and related services at City-owned golf
facilities. This Agreement is not a lease, nor does it create a leasehold interest other than similar
property interest in Contractor to the City's facilities.
B. Contractor will be responsible for performing all work and/or services described
herein. The Contractor's performance will be monitored and reviewed by the City of Bremerton
Director of Parks and Recreation, or his or her designee, (hereinafter "Director"). Contractor
shall report directly to the Director and work closely with the Greens Superintendent. Reports
and data required to be provided by the Contractor shall be delivered to the Director. Questions
of the Contractor regarding interpretation of the terms, provisions and requirements of this
Agreement shall be addressed to the Director for response.
SECTION 2. PREMISES. The facilities of the Golf Club to be managed by the Contractor
pursuant to this agreement include, the Golf Courses, the Clubhouse and related facilities,
hereinafter ("Premises").
SECTION 3. TERM. Pursuant to IRS Revenue Procedure 97-13, the term of this Agreement
shall be three (3) years commencing on January 1, 2007 (the "Commencement Date") and shall
terminate on December 31,2009, unless terminated earlier in accordance with Section 14.
SECTION 4. SCOPE OF SERVICES.
A. General Services. The Contractor's responsibilities include promoting and
managing the use of the Golf Courses; the collection of fees; staffing the courses, including
starter services and marshals; management of the Clubhouse and areas of Contractor's
responsibility at the driving range, except as otherwise agreed upon between the parties in
writing.
Golf Management Agreement
Page 2 of 20
B. Specific Services. In providing the general services described above, Contractor
shall provide not less than the following specific services:
1. Olympic and Cascade courses.
a. Contractor shall provide an adequate number of starters, agreed
upon by both parties, deemed necessary for the courses to facilitate a good golf operation.
Contractor shall be responsible for all starting of golf play and for control of the first tee at all
times. During peak play times for each season as identified herein, Contractor must provide a
course marshal a minimum of 346 hours per week for the months of May through September,
148 hours per week for the months of March, April and November, and seven hours per week for
the months of November and December. On days when the tee sheet is not full, Contractor may
adjust this minimum downward to the extent start times are not materially affected. In case of
extended periods of inclement weather, this requirement can be waived by mutual agreement of
the Director of Parks and Recreation and Contractor. In such case, the compensation will be
adjusted accordingly upon mutual agreement.
b. All counter staff at the courses shall be experienced, trained, and
knowledgeable of golf operations and course rules.
c. Contractor shall provide an adequate number, as agreed upon by
both parties, of golf clubs, bags, and pull-carts for rent to users at the courses.
d. Contractor shall operate and maintain a service for the handling,
sales, and leasing of golf equipment and for leasing of carts for operation of the Golf Club
operations.
e. In cooperation with the Director and Golf Complex Board of
Directors, established pursuant to Chapter 2.34 of the Bremerton Municipal Code (the "Golf
Complex Board"), Contractor shall schedule all golf tournaments and shall initiate and promote
golf activities at the Golf Club.
f. The Contractor and Greens Superintendent shall mutually agree
upon the open and start of play daily with the Director resolving any conflicts.
2. Driving Range and Pro Shop.
a. The Contractor agrees to maintain and operate the driving range
and Pro Shop in conjunction with the services provided in this agreement. The driving range and
Pro shop shall be maintained and operated in accordance with the Lease between the City and
Contractor for the facilities.
3. Lessons.
a. The Contractor may provide competent golf instruction to all
groups and levels of public players, including juniors. Qualified P.G.A. members or registered
assistants must be available to conduct lessons. All revenues received and costs incurred by
Contractor for lessons shall be revenue and costs of the Contractor.
b. All lesson gross revenue shall be paid directly to the Contractor or
subcontractor and shall not be included in the City's revenue receipts.
4. Gift Certificates. Contractor will sell gift certificates for merchandise,
restaurant, green fees, and lessons. Sale of these certificates will be in accordance with internal
Golf Management Agreement
Page 3 of 20
controls as approved by the City. Contractor shall maintain a log showing all unredeemed
outstanding certificates.
5. Clubhouse Management.
a. The Contractor shall manage the Clubhouse for the City. This
shall include operating and maintaining the restaurant and lounge in accordance with the Food
and Beverage Agreement between the City and Contractor.
b. Contractor shall maintain the facilities in a clean, neat and hygienic
condition. Contractor shall provide basic janitorial services, including supplies necessary to
provide adequate janitorial services. These services shall include, but not be limited to:
i. Cleaning all carpets annually,
11. Vacuuming floors at least daily during peak season,
111. Cleaning restrooms and all common areas at least daily,
iv. Providing periodic spot checks of restrooms to replenish
supplies and paper products and attend to problems as needed, and
v. Clean windows and clean patios, sidewalks and other
common areas as needed.
c. The Contractor shall maintain the Clubhouse, and exterior patios,
including garbage containers around Clubhouse buildings and entryways, in a clean, well kept,
orderly manner to the satisfaction of the City. Contractor shall conduct minor maintenance and
repairs to interior facilities and fixtures, including lights, plumbing, and locks associated with
Contractor's area of responsibility.
d. The Contractor shall provide maintenance and repair services for
all FF &E within the Clubhouse, Contractor owned tools and equipment, and all Contractor
leased equipment. Replacement of City owned equipment shall be in the sole discretion of the
City and the City shall arrange for equipment replacement in accordance with available funding.
e. Contractor shall be responsible for the costs of supplies for
operations at its cost and expense.
6. Advertising.
a. The Contractor shall annually provide to the Director for approval
an advertising and promotion plan for the Golf Club, which approval shall not be unreasonably
withheld. Contractor shall spend a minimum of $35,000 per year for advertising for the Golf
Club operations.
b. Contractor shall obtain City approval for all advertisement for
commercial vendors unrelated to concession operation on score cards, benches, entryways, etc.
Contractor agrees to honor contracts with existing advertising vendors until said contracts expire.
7. Attend Meetings. Contractor agrees to be available to attend regular and
special meetings of the Golf Complex Board, Parks and Recreation Commission and City
Council, and shall be prepared to discuss issues and ideas of interest to the Contractor and City.
C. Pricing of Golf Services.
1. Green fees are established by City Council following a review and
recommendation of the Golf Complex Board. The City reserves the right to establish fees for
residents, residential preferential programs, and events sponsored by local businesses and
organizations, as well as non-resident fees. Fee adjustments must be approved by the City
Golf Management Agreement
Page 4 of 20
Council except that the Director may establish discount rates for promotional purposes.
Contractor, as an ex-officio member of the Golf Complex Board, shall have input on pricing of
golf services.
2. All tournament fees will be set by the Contractor subject to review and
final approval of the Director.
SECTION 5. OTHER DUTIES AND RESPONSIBILITIES.
A. Performance of Duties. The Contractor shall devote their attention and energies
to the performance of duties as golf Contractor for the City during the term of this Agreement.
They shall conduct themselves at all times and in all matters in accordance with the standards
accepted for golf Contractor as established by the Professional Golfers Association (hereinafter
"PGA"). The Contractor shall operate the facilities and programs under their direction and
control so that they will meet or exceed the standard in the industry for public golf courses in the
Puget Sound region.
B. Personnel. The Contractor shall provide competent personnel necessary for such
operations and shall train and supervise them in their work and shall pay them for their services
at the Contractor's sole cost and expense. Contractor shall supervise, direct and train staff to
perform duties and meet requirements for sales, rentals and services which are, in the opinion of
the City and Contractor, necessary. Contractor shall provide an on-going staff training program
with emphasis on customer training. There will be a minimum of two PGA professionals on staff
including the Principals of Contractor. At least one of the PGA professionals must be on site
daily during peak business hours of the Golf Club.
C. Credit Rating. Contractor shall maintain a good credit rating in all commercial
transactions so as not to discredit the reputation or name of the City of Bremerton.
D. Tournament Play. The Contractor shall have the right and are expected to
represent the City of Bremerton in various golf tournaments. They shall submit their tournament
schedule for information to the Director. In the event they qualify, they shall have the right to
play in the U.S. Open, Masters, the PGA National Championship, and the Club Contractor's
Championship, or any tour event held locally.
E. Security. The City has installed a monitored burglar alarm system at the
Clubhouse and Pro Shop, and the City will pay the monthly service charge for the system.
Contractor is responsible for setting the alarm, insuring that it is properly operating and notifying
the City if it is in need of repair.
F. Inspections. The Contractor will make a daily physical inspection of the complex
and report any unusual or unsafe conditions observed during said inspection to the Director
immediately. Such reports shall be followed up in writing.
Golf Management Agreement
Page 5 of 20
G. Quarterly Review. Contractor and City shall meet on a quarterly schedule, or
as otherwise as mutually agreed, to evaluate operations at the Golf Club and the performance of
the parties pursuant to this agreement and to make mutually agreeable changes.
SECTION 6. OPERATING POLICIES AND PROCEDURES. The Contractor will:
A. Operate the Golf Club pursuant to the rules and regulations established by the
City Council and the Director.
B. Expel unruly persons or those under the influence of intoxicants from the
Premises under Contractor's control.
C.
control.
Not foster nor permit any illegal activity on the Premises under Contractor's
D. Answer and handle all complaints and shall supervise a public relations program.
In dealing with the public, Contractor will not speak toward City policies or decisions in a
derogatory manner. Contractor shall explain and support city policies to staff and the golfing
public.
E. Not use the Premises for ancillary, revenue-producing activities, or social
activities unless expressly authorized by the City. The parties acknowledge that Contractor
conducts certain private business operations pursuant to the Lease executed with the City for
operation of a Pro Shop, driving range and Contractor's private cart rental business and further
that Contractor subcontracts lessons at the Golf Club.
F. Regulate the play and conduct of all persons on the golf course, including keeping
off trespassers and preventing injury to the golf course by players and others.
G. Not allow any person to be afforded free use of the golf course unless approved
by.the Director.
H. Supervise all golf activities in connection with outside parties and shall provide
members of the golfing public with adequate services, as may be required.
I. Provide service to meet public demand and shall keep the Clubhouse open each
day that the golf courses are open for play, and at other reasonable hours as prescribed by the
City, except Thanksgiving and Christmas, at Contractors option, days the Greens Superintendent
closes the course due to inclement weather and except as set forth in Section 7(D) and (E).
SECTION 7. COMPENSATION.
A. Contractor shall be compensated for services as follows:
1. Course and Facility Management Fee.
Golf Management Agreement
Page 6 of 20
a. Fixed Fee - Year 2007. Contractor shall be paid the annual sum of
three hundred fifty-five thousand eight hundred fifty dollars ($355,850). This fixed fee
compensation shall be paid in weekly installments of $6,843.27 or as otherwise agreed.
b. Fixed Fee - Years 2008 and 2009. Contractor shall be paid the
annual sum of three hundred eighty-five thousand eight hundred fifty dollars ($385,850). This
fixed fee compensation shall be paid in weekly installments of $7,420.19 or as otherwise agreed.
c. Percentage (Greens) Fee. In addition, throughout the term of this
contract, Contractor shall be paid ten percent (10%) of revenues received from greens fees, net of
sales tax, in excess of $2,000,000.00 but in no event shall this percentage fee exceed the fixed
fee in any given year set forth in this section. For purposes of this subsection, greens fees
include daily private cart fees and all other course activities not otherwise provided for in this
section, Section 7, for which revenue is received for use of the course, whether golf related or
not. This percentage fee shall be paid after the end of each year.
2. Golf Rounds. For each year of this agreement, Contractor shall be paid
additional compensation for customer paid golf rounds that are sold above the prior year's golf
round sales as follows:
Rounds
1000-1500
1501-2000
2001-2500
2501-3000
3001 and above
Compensation
$3,000.00
$5,000.00
$7,500.00
$15,000.00
$18,000.00
For purposes of determining compensation for golf rounds for the first year of this
agreement, it is acknowledged that the prior year's (2006) golf rounds were 90,509. Payment of
this compensation will be made at the end of the year.
3. Final reconciliation. Final reconciliation and payment for each year will
be made by January 31 st of the following year.
B. Billing and Payment Procedures. The City shall pay the amounts due to
Contractor as set forth in Section 7(A). Appropriate reconciliation payments for the costs and
expenses incurred by the City (i.e. credit card fees) in the current month for which the Contractor
is obligated to pay under the terms of the agreement, shall be included in the reconciliation
adjustments and will be deducted from the City's payment in the following month.
C. Withholding of Payments to Contractor. In the event the Contractor is 60 days
or later in payment of lease payments associated with the Lease, City may withhold and apply all
monies due to Contractor from City under this Agreement to offset any such amounts due to City
from Contractor under said Lease.
D. Golf Course Closure - For Conditions and Repair. The golf course facilities
shall remain open for play unless they are closed as a result of causes beyond the control, fault,
or negligence of the parties. Such causes may include, without limitation, acts of God or public
Golf Management Agreement
Page 7 of 20
enemy; acts of the federal, state, or local governments; fires; floods; epidemics; volcanic
eruptions; quarantine restrictions; strikes; freight embargoes; court orders; and unusually severe
weather or other condition that causes all or a portion of the Golf Club facilities to be closed for
extended periods of time. Should either the City or the Contractor fail to perform because of a
cause described in this subsection, the City and the Contractor shall make a mutually acceptable
revision in the SCOPE OF SERVICES and COMPENSATION provided for in this Agreement,
including termination of the Agreement if the Golf Club is deemed unusable by the City as a
result of major damage or destruction and the City elects not to rebuild the same.
In the event that City determines that it is necessary to close all or a portion of the golf
Club facilities due to regular maintenance, repair, capital improvements, inclement weather, or
similar condition which results in a situation where the golf course is unsatisfactory for play, or
if damage to the course and facilities is likely if it remained open, the City shall coordinate such
closing with the Contractor prior to actual closing. Contractor shall comply with the Director's
decision to close all or part of the course and facilities at no cost to the City.
In the event of closure of all or a portion of the Golf Club facilities as set forth in this
subsection, Contractor shall not be entitled to any compensation pursuant to this section, Section
7, whether fixed fee or percentage fee, however, when feasible, the City and Contractor shall
revise the SCOPE OF SERVICES and COMPENSATION as noted above for partial closure of
the Golf Club, unless this agreement is terminated pursuant to Section 14(F). The City shall
incur no liability to Contractor for lost revenue or other additional compensation as a result of
any closure of all or a portion of the golf Club facilities as set forth in this subsection.
E. Golf Course Closure - For Events. In the event circumstances require the
closure of the course or portions thereof for events that may result in the loss of greens fees, the
Director may approve, in advance of the closure and in writing, an amount representing potential
greens fees lost as a consequence of the course closure. This amount shall be used to determine
what amount, if any, shall be paid to the Contractor pursuant to this section. Any amount
pursuant to this section will be included in the Final reconciliation and payment as provided in
this section.
SECTION 8. CITY RESPONSIBILITIES.
A. Golf Course grounds.
1. The City shall maintain and repair all turf and landscaped areas adjacent to
the tees, greens, fairways, driving range, parking lot and the Golf Course buildings.
2. The City shall maintain and repair all building exteriors, parking lots,
pathways and all of their fixed components, including structural maintenance of buildings,
heating and cooling units, doors and windows, locks associated with City's area of responsibility,
and lighting systems.
3. The services provided in (1) and (2) above shall be in the manner and to
the extent previously provided and within defined annual budgets.
Golf Management Agreement
Page 8 of 20
B. Utilities. All electric power, water, sewer, gas/propane, street utility, garbage and
telephone service related to this agreement shall be paid by the City. If upon review the City
determines that action is needed to address excessive consumption, Contractor will promptly
respond and take appropriate action to remedy the excessive consumption. Each party shall pay
internet and web page costs and expenses related to their duties and responsibilities under this
Agreement, unless otherwise agreed.
SECTION 9. CAPITAL IMPROVEMENTS AND FIXTURES. Contractor shall not make
any alterations, additions or improvements in the Gold Mountain Golf Club, including the
Clubhouse, without first obtaining the consent of City in writing, which consent can be withheld
at City's sole discretion. All alterations, additions and improvements, shall be at the sole cost
and expense of Contractor, and shall remain in and be surrendered with the Clubhouse as a part
thereof at the termination of this Agreement except for those improvements and fixtures supplied
by the Contractor which at the time of this Agreement are identified on the attached Exhibit A.
If Contractor performs work with the consent of City, as provided above, Contractor agrees to
comply with all laws, ordinances, rules and regulations of the City and any other authorized
public authority. Contractor further agrees that workmanship will be of a reasonable commercial
quality, in color schemes in accordance with current building, standards, and free of mechanics
liens. Contractor further agrees to save City free and harmless from damage, loss or expense
arising out of such work.
SECTION 10. COLLECTION OF FEES, FINANCIAL REPORTING, AUDITING AND
TAXES. Pursuant to the Golf Club Revenue Bond resolutions, the City irrevocably pledged
gross revenues from the Golf Club as security for bond repayment. Therefore, all gross revenues
from any source shall first be deposited in the City's bank account and disbursed pursuant to this
Agreement.
A. Point of Sale System. City shall be responsible for purchasing, setting up and
maintaining a point of sale system through which all transactions at the Golf Club will be
processed.
1. City's Responsibilities. The City shall provide a cashiering system for
use by the Contractor. City shall provide initial training on the operations of the cashiering
system. All subsequent training of Contractor's staff shall be the responsibility of the
Contractor. The City shall also be responsible for maintenance of network, wiring, software, and
equipment. The City will provide repair parts as needed for equipment.
2. Contractor's Responsibilities. Contractor shall be responsible for any
additional hardware, user licenses, and software that Contractor chooses to install. The
Contractor shall also be responsible for operating supplies such as receipt paper, toner, and
labels. Contractor shall provide additional formal training for Contractor's employees after
initial training sessions have been performed by the City. New cashier employees and office
managers must have suitable knowledge of the Golf cashiering system in order to perform their
duties in an efficient and accurate manner. This training may be provided by Contractor
personnel.
Golf Management Agreement
Page 9 of 20
3. Modifications. Any other changes, additions, or modifications applicable
to the City owned cashiering system would need mutual agreement as to payment responsibility.
B. Receipting. Contractor and/or subcontractor shall collect for, and on behalf of,
the City all gross revenue, including but not limited to golf course greens fees, driving range fees
collected under the Lease, golf club and cart rentals, golf course tournament fees, non-sufficient
fund check return fees, and all other fees at the Golf Club in strict accordance with the schedule
of fees established by the City, unless other instructions are given in writing to the Contractor.
Netting of transactions is prohibited. All revenue collected from transactions under this
agreement, with the exception of lessons, must be processed through the Point of Sale System
and deposited as provided in subsection 10(C). Contractor may process lesson revenue through
the Point of Sale System in which case the revenue must be receipted and deposited as provided
in subsection 10(C) and thereafter reconciled and paid to Contractor as appropriate. All course
gross revenue must be recorded, collected and deposited in a manner which will dispense a dated
receipt to be given to each customer.
C. Deposits. All deposits must be prepared in a timely manner defined as 12 hour
ahead of scheduled pick-up and composition of deposit shall remain intact and a clear audit trail
maintained. The City will provide and pay for courier service. Any delays causing additional
"premise charges" will be paid by Contractor. All deposits will be made into a single account
established for the Golf Club. Settlements and appropriate disbursements will be made from this
account. Contractor shall be responsible for any loss or theft of City funds while the same are in
its possession or control. Contractor shall provide City with a fidelity bond and a performance
bond as required in this Agreement. Contractor and any subcontractor shall comply with
accounting procedures as may be required by the City to comply with state laws, regulations and
audit review requirements.
D. Reports. Contractor shall provide to the City daily reports of golf activity and
receipts in a format to be provided by the Director and Finance Officer, and shall structure their
accounting system in a method satisfactory and acceptable to the City. The reports will be
forwarded to the Director and must be received by the 2nd business day following the day of
activity, excluding Fridays, Saturdays and Sundays which will be due on Tuesdays. The reports
must agree with the corresponding deposit for the day. In addition, the Contractor shall submit a
copy of its previous year's operating statement by March 31st to demonstrate Contractor's
financial ability to maintain operations under this Agreement.
E. Audits. All revenue and fees collected at the Golf Club are City revenues
and subject to audit by the State Auditor, City Internal Auditor, or City hired Certified Public
Accountants. Contractor shall permit the City, from time to time as the City deems necessary,
through its designated representatives, to inspect and audit in Bremerton, Washington, at any
reasonable time, all pertinent books and records of Contractor and any other person or entity that
has performed work in connection with or related to Contractor's services under this Agreement
to verify the accuracy of accounting records and shall supply the City with, or shall permit the
City to make a copy of any books and records and any portion thereof, upon the City's request.
Golf Management Agreement
Page 10 of20
Contractor shall ensure that such inspection, audit and copying right of the City is a condition of
any contract, agreement or other arrangement under which any other person or entity is permitted
to perform work in connection with or related to Contractor's services under this Agreement.
The Contractor shall take immediate corrective action on all prior, current or future internal
control weaknesses as directed by the City.
F. Taxes. Pursuant to the City's bond resolutions on the Golf Club facilities, the
Contractor will remit to the City all gross revenues collected. Sales tax from Contractor's
activities remitted to the City will be held by the City and will be returned to the Contractor
weekly or as otherwise agreed. City shall retain and remit sales taxes on revenues from green
fees sales. As an independent contractor, the Contractor acknowledges that it is responsible for
payment of any local, state, including business and occupation tax, or federal taxes or fees with
respect to the Contractor's business, including sales tax, for its activities. The Contractor shall
pay any and all applicable taxes when due.
G. Credit Card Costs and Fees. Contractor shall be responsible for all credit card
costs and related fees incurred for Contractor's business pursuant to this agreement (ie. lessons)
and the City shall be responsible for credit card costs and related fees incurred for the City's
business pursuant to this agreement (ie. greens fees).
SECTION 11. MAINTENANCE OF RECORDS. The Contractor shall keep and maintain on
a current basis all books and records, including the operating accounts, to support its
management and operations of the Premises under this Agreement. The City or its authorized
representative shall have the authority to inspect, audit, and copy, upon reasonable notice and
from time to time, any records of the Contractor regarding its billings, payments or work under
this Agreement. Contractor shall retain these records for inspection, audit, and copying for at
least three (3) years from the date of completion or termination of this Agreement, or as
otherwise required by the Washington Secretary of State General Records Retention Schedule
for all Local Government Agencies in Washington State. Contractor shall, at all times, provide
the City with all records for the prior three (3) years that relate to the financial matters of the
Premises managed by Contractor under this Agreement.
SECTION 12. AUDIT OF PAYMENTS. The City, either directly or through a designated
representative, may audit the records of the Contractor at any time during the three (3) year
period established by Section 11, MAINTENANCE OF RECORDS. If an audit discloses that
payments to the Contractor under Section 7, COMPENSATION, were in excess of the amount
to which the Contractor was entitled, or that the payments to the City were less than the amount
to which the City was entitled, then Contractor shall repay the amount of the excess or deficiency
to the City. If an audit discloses that payments to the City under Section 7,
COMPENSATION, were in excess of the amount to which the City was entitled, or that
payments to the Contractor were less than the amount to which the Contractor was entitled, then
the City shall repay the amount of the excess or deficiency to the Contractor.
Golf Management Agreement
Page 11 of20
SECTION 13. ASSIGNMENT. Contractor shall not either voluntarily or by operation of law
assign, transfer, mortgage, pledge, hypothecate, or encumber this contract or any interest therein
and shall not subcontract the obligations under this Agreement, or any part thereof, or allow any
person (employees, agents, servants, and invitees of Contractor excepted) to use the Golf Club
Facilities, or any portion thereof, without the prior written consent of the City. Any such
assignment, subcontracting or use without compliance with the terms of this paragraph shall be
void and shall constitute a default under the terms of this Contract. If Contractor is a
corporation, any transfer of this Contract from Contractor by merger, consolidation, or
liquidation, or any change in the ownership or power to vote in a majority of the outstanding
voting stock of Contractor shall constitute an assignment for purposes of this paragraph. Any
consent to one assignment, subcontracting, or use by any other person shall not be deemed to be
a consent to any subsequent assignment, subcontracting, or use by another person. Consent to
any such assignment, subcontracting or use shall in no way relieve Contractor of any liability
under this Agreement. Assignment by Contractor to a financial institution holding a security
interest in this Agreement shall not be considered to be a violation of the consent requirements of
this Agreement. Consent for any subsequent assignments by said financial institution will not be
unreasonably withheld; however, any assignee must have experience and be knowledgeable in
golf and food and beverage operations.
SECTION 14. TERMINATION. This Contract will terminate upon the happening of any of
the following events:
A. Upon its normal termination if not renewed.
B. Upon termination ofthe Lease and/or Food and Beverage Agreement.
C. Upon the death of both of Contractor's Principals.
D. By mutual written agreement.
E. Breach of this Agreement as set forth in Section 15 below.
F. Major damage or destruction of the golf Club property, structures or equipment
that is the subject of this Agreement, when the City decides not to rebuild, and that damage or
destruction will prevent Contractor from substantially performing their obligation under this
Agreement.
SECTION 15. BREACH.
A. In the event that either party claims that the other is in a substantial breach of any
of the provisions of this Contract, notice of the breach shall be submitted to the party alleged to
be in breach and the party in breach shall have thirty (30) days from receipt of the notice within
which to correct any activity or conduct claimed by the other to have constituted a substantial
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breach of this Contract. The notice shall identify the nature of the breach and the contract
provisions violated.
B. In the event that the party in breach shall fail to correct the activity claimed to
constitute a substantial breach of this Contract within thirty days of receipt of the notice of
breach, the party claiming breach may:
1. Issue a notice of termination; and/or
2. Seek judicial remedy or specific performance; and/or
3. Pursue any other remedy available at law or equity.
C. The Contractor is subject to immediate termination upon written notice by City if:
1. Contractor violates any fiduciary duty to the City by misappropriating or
not properly accounting for or mishandling City funds as determined by the City or Washington
State Auditor; or
2. Contractor vacates or abandons the Golf Club facilities under Contractor's
responsibility.
D. Upon receipt of notice of termination by Contractor, which is issued by the City,
the City shall have the right to:
1. Enter and take possession of the facilities; and/or
2. Bring suit for and collect all fees and portions of gross revenue or any
other monies required to be paid to the City which shall have accrued to the time of termination
of the Contractor's rights.
E. Upon written notice of termination by the City, Contractor will have thirty (30)
days to vacate the Premises unless the City elects to take immediate possession as set forth in
paragraph D above. Termination shall be affected by serving a Notice of Termination by
certified mail (return receipt requested) or by personal delivery upon the Contractor setting forth
the manner in which the Contractor is in default.
F. Neither the City nor the Contractor shall have breached this Contract by reason of
the closing of all or a portion of the golf course facilities as set forth in Section 7(D) and (E).
G. Examples of a breach by the Contractor which warrants termination, if not cured,
shall include but not be limited to:
1. Misappropriation or mishandling of City funds.
2. Contractor makes any general assignment or general arrangement for the
benefit of creditors or the filing by or against Contractor of a petition to have Contractor
adjudicated as bankrupt, or a petition for reorganization or arrangement under any law relating to
bankruptcy (unless, in the case of a petition filed against Contractor, the same is dismissed
within sixty (60) days or the appointment of a trustee or a receiver to take possession of
substantially all of Contractor's assets located at the Premises or of Contractor's interest in this
Agreement, where possession is not restored to Contractor within thirty (30) days or the
attachment, execution, or other judicial seizure of substantially all of Contractor's assets located
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at the Premises or of Contractor's interest in this Agreement where such seizure is not discharged
within thirty (30) days.
3. Contractor assigns all or part of its interest in this Agreement without prior
written consent of the City pursuant to Section 13.
4. Nonpayment of outstanding current liabilities within ninety (90) days and
failure to pay Federal, State, and local taxes and license fees when due.
5. Continuing inattention or neglect of duties.
6. Suspension from the PGA resulting in a situation where neither principal
is a member ofthe PGA for more than thirty (30) days.
7. Conviction of a felony or conviction of a non-felony crime of dishonesty,
theft or deceit of either of the Principals.
SECTION 16. PURCHASE OF CONTRACTORS MERCHANDISE. In the event the City
takes over management of the Golf Club facilities, after expiration of this Agreement or earlier
termination by the City, Contractor reserves the right, if it so elects at its discretion, to require
City to purchase the Contractor's Pro shop and driving range merchandise and moveable
furnishings identified in Exhibit A at Contractor's cost less depreciation mutually agreed upon.
If there is no agreement, this amount shall be established by a mutually agreed upon independent
appraiser. The City shall make payment within 90 days of expiration or termination, less any
monies owing to the City under the terms of this Agreement, the Food and Beverage Agreement
or under the terms of the Lease. Should Contractors simply abandon any items set forth above,
they shall immediately become the property ofthe City.
SECTION 17. INDEPENDENT CONTRACTOR.
A. The Contractor is engaged as an independent contractor and will be responsible
for any federal, state, and local taxes and fees applicable to payments hereunder.
B. The Contractor, its subcontractors, and their employees, are not employees of the
City and are not eligible for any benefits through the City, including without limitation federal
social security, health benefits, workers' compensation, unemployment compensation, and
retirement benefits.
C. The parties agree and acknowledge that the Contractor is an independent
contractor and not the agent or employee of the City of Bremerton, and that no liability shall
attach to the City as a result of the acts or omissions of the Contractor, its agents or employees.
D. The Contractor shall be responsible for withholding and paying all payroll taxes
for any person hired by them to perform the duties they are required to perform under the terms
of this agreement. They are also responsible for all taxes owed to any governmental agency as a
result of the monies paid to them under the terms of this Agreement.
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SECTION 18. INDEMNIFICATION, INSURANCE, BOND.
A. Indemnification.
1. Contractor agrees to defend, indemnify and save harmless the City, its
appointed and elected officers, employees and volunteers, from and against any and all liability,
loss, cost, damage and expenses, including costs and attorney fees in defense thereof because of
actions, claims or lawsuits for damages resulting from personal or bodily injury, including death
at any time resulting there from, sustained or alleged to have been sustained by any person or
persons and on account of damage to property, arising or alleged to have arisen directly or
indirectly out of or in consequence of or the performance of this Agreement, whether such
injuries to persons or damage to property is due to the willful or negligent acts or omissions of
Contractor, their subcontractors or agents. This provision shall be inapplicable to the extent the
City is judicially found solely negligent for such damage or injury.
2. Should a court of competent jurisdiction determine that this Agreement is
subject to RCW 4.24.115, then, in the event ofliability for damages arising out of bodily injury
to persons or damages to property caused by or resulting from the concurrent negligence of the
Contractor and the City, its officers, officials, employees and volunteers, the Contractor's
liability hereunder shall be only to the extent of the Contractor's negligence.
B. Insurance Requirements.
1. The Contractor shall procure and maintain for the duration of this
Agreement, insurance against claims for injuries to persons or damage to property which may
arise from, or in connection with, the performance of the work hereunder by the Contractor, its
agents, representatives, employees or subcontractors.
2. The Contractor shall provide a Certificate of Insurance evidencing:
a. Automobile Liability Insurance with no less than $1,000,000
combined single limit per accident for bodily injury and property damage; and
b. Commercial General Liability Insurance written on an occurrence
bases with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000
aggregate for personal injury, bodily injury, and property damage. Coverage shall include but
not be limited to: blanket contractual; products/completed operations; broad form property
damage; liquor liability, and employer's liability.
3. Any payment of deductible or self insured retention shall be the sole
responsibility of the Contractor.
4. The City, including its officials, employees, and volunteers, shall be
named as an additional insured on the insurance policy, with respect to work performed by, or on
behalf of, the Contractor and a copy of the endorsement naming the City as additional insured,
approved by the City's Risk Manager, shall be attached to the Certificate of Insurance.
5. The Contractor's insurance shall contain a clause stating that coverage
shall apply separately to each insured against whom claim is made or suit is brought, except with
respect to the limits of the insurer's liability.
6. The Contractor's insurance shall be the primary and non-contributing
insurance with respect to the City's insurance and the City shall be given thirty (30) days prior
written notice of any cancellation, suspension or material change in coverage.
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7. Acceptability of Insurers. Insurance is to be placed with an insurer with
a Bests' rating of no less than A:XIII, or with an insurer acceptable to the City.
8. Subcontractors. Contractor shall include all subcontractors as insureds
under its policies or shall furnish separate certificates for each subcontractor. All coverage for
subcontractors shall be subject to all of the requirements stated herein.
C. Bond. The Contractor shall continuously maintain at its expense an employee
dishonesty bond covering collection of fees on the Premises for the benefit of the City. The bond
shall be in an amount not less than SEVENTY-FIVE THOUSAND AND NO/IOO DOLLARS
($75,000.00). The Contractor must additionally provide broad form money and securities
coverage both inside and outside the Premises in an amount not less than FIVE THOUSAND
AND NO/I 00 DOLLARS ($5,000.00).
D. Proof of Insurance. Proof of the above requirements must be provided to the
City upon execution of this Agreement. The policies required herein shall provide not less than
thirty (30) days prior written notice to the City of any cancellation, expiration, modification, or
reduction in coverage or liability limits.
SECTION 19. SUBCONTRACTING. The Contractor shall not subcontract its work under
this Agreement, in whole or in part, without the written approval of the City. The City reserves
the right to review and approve any subcontracts prior to execution to ensure compliance with
the provisions of this Agreement. The Contractor shall require any approved subcontractor to
agree, as to the portion subcontracted, to comply with all terms and conditions as specified in this
Agreement. Notwithstanding City approval of a subcontractor, the Contractor shall remain
obligated for full performance hereunder, and the City shall incur no obligation other than its
obligations to the Contractor hereunder. Any subcontracts approved by the City shall be
subject to and shall not extend any rights granted beyond those set forth in this Agreement
to Contractor. Contractor agrees that if subcontractors are employed in the performance of this
Agreement, Contractor and its subcontractors are subject to the requirements of the State of
Washington, Workers' Compensation Laws.
SECTION 20. CONDITION OF PREMISES. The Contractor has inspected and examined
the Premises and all facilities and fixtures thereon and accepts the same in its present condition.
The Contractor shall not make any alterations, changes, or additions to the Clubhouse or to any
fixtures or equipment owned by the City without the written consent of the Director. The
Contractor shall not commit, permit, or allow any nuisance, waste, or injury in, upon, or to the
golf course, or to permit the use ofthe golf course for any illegal or immoral purpose.
SECTION 21. NOTICE. Any notice provided for under this Agreement shall be sufficient ifin
writing and delivered personally to the following addressee or deposited in the United States
Mail, postage prepaid, certified mail, return receipt requested, addressed as follows, or to such
other address as the receiving party hereafter shall specify in writing:
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City:
Director of Parks and Recreation
City of Bremerton
345 6th Street, Suite 600
Bremerton, Washington 98337
Contractor:
SECTION 22. PAYMENTS TO VENDORS AND SUBCONTRACTORS. The Contractor
shall pay timely all suppliers, lessors, and contractors providing services, materials or equipment
for carrying out its obligations under this Agreement. The Contractor shall not take or fail to
take any action in a manner that causes the City or any materials that the Contractor provides
hereunder to be subject to any claim or lien of any person without the City's prior written
consent.
SECTION 23. BUSINESS LICENSE. Contractor shall obtain a City of Bremerton business
license as required by Chapter 5.02 of the Bremerton City Code prior to beginning work under
this Agreement.
SECTION 24. CONFIDENTIALITY OF RECORDS. The City will, to the extent allowed
by law, keep all of Contractor's and subcontractor's financial cost information confidential,
unless required to disclose the information as a result of the Washington Public Records
Disclosure law, Ch. 42.56 RCW or by court order.
SECTION 25. PRIOR CONTRACT EXTENSIONS SUPERSEDED AND TERMINATED.
The prior agreement between the City and Contractor for these services had an expiration date of
December 31, 2006 which has twice been extended pending negotiation of this agreement. The
extensions were executed with the understanding that new terms may be negotiated for a new
agreement beginning with the year 2007. Accordingly, this Agreement supersedes the terms and
conditions of the fourth amendment extending the 2006 agreement executed on January 18, 2007
and the fifth amendment extending the 2006 agreement executed on or about April 2, 2007 to the
extent this Agreement is inconsistent with the prior agreement and amendments and upon
execution of this Agreement, said agreement and amendments shall terminate.
SECTION 26. OTHER
A. Costs and Attorney Fees: If, by reason of any default or breach on the part of
either party in the performance of any of the provisions of this Agreement, a legal action is
instituted, the losing party agrees to pay all reasonable costs and attorney fees in connection
therewith. It is agreed that the venue of any legal action brought under the terms of this
Agreement shall be in Kitsap County.
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B. Construction. This Agreement shall be construed in accordance with the laws of
the State of Washington. The provisions of this Agreement have been negotiated by the parties,
and when interpreting the provisions of this Agreement, there shall be no presumption of
draftsmanship for or against either party.
C. Severability. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.
D. Waiver. Failure to insist upon strict compliance with any terms, covenants
or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or
relinquishment of such right or power at any time be taken to be a waiver of any other breach.
The City and the Contractor shall not be deemed to have waived any breach of this Agreement
by the other party except by an express waiver in writing. An express written waiver as to one
breach shall not be deemed a waiver of any other breach not expressly identified, even though
the other breach is of the same nature as that waived.
E. Amendment. The City and the Contractor may amend this Agreement at any
time only by written amendment executed by the City and the Contractor. The City and the
Contractor agree that this Agreement shall be amended at any time if, in the opinion of bond
counsel to the City, such amendment is necessary to preserve the tax exempt status of interest on
obligations of the City issued to finance the Golf Club.
F. Entire Agreement. This Agreement contains the entire agreement between the
parties with regards to the subject matter set forth herein. There are no other representations
with regards to the subject matter, either orally or in writing. From January 1, 2007 until
execution of this agreement, this agreement supersedes the prior agreement between the City and
Contractor for these services which had an expiration date of December 31, 2006 and which has
twice been extended by amendments on January 18, 2007 and on or about April 2, 2007 pending
negotiation of a new agreement. Upon and following the execution of this Agreement, this
agreement will replace the prior agreement in its entirety.
G. Nondiscrimination. Contractor shall not discriminate in employment or services
to the public on the basis of race, color, national origin, sex, religion, age, marital status,
physical, mental or sensory disability except in an employment action based on a bona fide
occupational qualification.
H. Liens. The Contractor agrees that it shall pay, or cause to be paid, all costs and
expenses for work done and materials delivered to the Premises and shall keep the Premises free
and clear of all liens for work performed thereon.
I. Remedies. Rights under this Agreement are cumulative; the failure to exercise
on any occasion any right shall not operate to forfeit such right on another occasion. The use of
one remedy shall not be taken to exclude or waive the right to use another.
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J. Washington law and Forum. This Agreement shall be construed according to
the law of the State of Washington. Any litigation between the City and the Contractor arising
under this Agreement or out of work performed under this Agreement shall occur, if in the state
courts, in the Kitsap County Court having jurisdiction thereof, and if in the federal courts, in the
United States District Court for the Western District of Washington.
~B~
CARY BOZEMAN, Mayor
~
DATE:
ot- /3 -0'7
ATTEST:
(') n.L~)@/n.J.tt. ~
Paula Johnston, City Cler
APPROYED AS TO FORM:
OYICR, City Attorne
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EXHIBIT A
Pro Shop Moveable Furnishines
1 Slotwall
2 Driver Racks
3 Putter Racks
6 Clothes Racks
2 Full Set Racks
1 4-Set Rack
1 Nesting Table
1 TV
1 Hat Rack
1 Range Picker
1 Range Dispenser
1 Washer and Dryer
1 Range Cart
1 Janitorial Supplies
1 Laminator
2 Fax Machines
4 Tables for Golf Balls
Christmas and other seasonal decorations
Cones for Shotgun Starts
9 File Cabinets
1 Fire Pit and Chairs
R:\Legal\Legal\Files\Current Active Files\Gold Mountain\GolfManagement Agreement - FINAL.doc
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