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HomeMy WebLinkAbout4759 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4759 UNITED STATES GOLF ASSOCIATION 2011 Junior Amateur Championship at Gold Mountain Parks LEG 12-1 08/26/2008 12/31/2011 12/01/2011 AGREEMENT BY AND BETWEEN UNITED STATES GOLF ASSOCIATION@ AND THE CITY OF BREMERTON A THIS AGREEMENT ("Agreement") entered into as of the 2~ 11+day of ""uS, ,2008, by and between the UNITED STATES GOLF ASSOCIATION, a not-for-profit corporation organized under the laws of the State of Delaware, located at Golf House, 77 Liberty Comer Road, Far Hills, New Jersey 07931 (the "Association") and the CITY OF BREMERTON located at 345 6th Street, Suite 600, Bremerton, Washington 98337, owner of GOLD MOUNTAIN GOLF CLUB, located at 7263 West Belfair Valley Road, Bremerton, Washington 98312 (the "Club"). WIT N E SSE T H: WHEREAS, the Association has accepted the gracious offer of the Club to entertain the 2011 U.S. Junior Amateur Championship@ (the "Championship") at its Olympic course (the "Course") according to the terms set forth herein; WHEREAS, the standards for the conduct of this Championship have evolved under the direction of the Association over a long period of years in a continuing effort to stage a competition of distinction appropriate for a national championship; and WHEREAS, in keeping with the standards for the conduct of this Championship, the Association determines the conditions of play for the Championship. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable considerations, the parties hereto hereby agree as follows: 1. TITLE OF CHAMPIONSHIP The Championship shall first be identified by the Club, whether orally or in writing as the "64th U.S. Junior Amateur Championship@." Once the foregoing identification has been made, the Championship may be thereafter referred to as the "U.S. Junior Amateur Championship@." 2. CHAMPIONSHIP LOGO A. The Championship may also be identified by a Championship logo (the "Championship Logo") which shall be designed by the Club subject to the approval ofthe Association. The Club shall submit its proposed logo to the Association for its review and approval after formulation of the design of the logo, but prior to any use thereof. In the event the Association denies approval of any proposed logo which has been submitted to it by the Club, the Club shall revise the logo according to the comments of the Association. The Championship Logo shall at a minimum reference the year or number played of the Championship, the Club name and the name of the Championship. B. Each of the Association and the Club shall have the right to use the Championship Logo, provided that the Club's use of the Championship Logo shall be limited to (i) advertising and promotion of the Championship; (ii) the official program and draw sheets; (iii) Championship related merchandise sold by the Club and (iv) other materials and/or items approved in writing by the Association. C. All uses of the Championship Logo by the Club shall be subject to the prior approval of the Association. All uses of the Championship Logo on merchandise sold by and at the Club shall be subject to the terms and conditions of Section 17 hereto. In connection with the use of the Championship Logo on merchandise to be sold by the Club, the Club hereby agrees, if requested by the Association, to appoint the Association as its agent with respect to any and all arrangements regarding a third party's right to use the Championship Logo on merchandise. 3. DATES AND PRACTICE PRIVILEGES A. The dates of the Championship are Monday, July 18, 2011 through Saturday, July 23,2011 and any succeeding day or days as may be occasioned by a play- off or postponement of any round or rounds. B. The Club will extend to players exclusive privileges on the Course for practice on Saturday, July 16,2011 and Sunday, July 17,2011; such days shall hereinafter be referred to as the "Practice Days." C. The Club will extend to all players in the Championship, clubhouse and grounds privileges during the Practice Days and throughout the Championship. 4. PRIMARY RESPONSIBILITIES The Club will provide the Course, facilities, personnel and equipment reasonably necessary for the Championship and the Association will conduct the Championship. 2 5. CERTAIN OBLIGATIONS OF THE ASSOCIATION In addition to its other obligations set forth in this Agreement, the Association agrees, at its expense, to do the following: A. Determine the conditions of play, including the Association's footwear policy referenced in Section 12.D. hereto; B. Process all entries; C. players; Provide Rules of Golf books, bag tags and identification badges for D. Provide official score cards and supervise scoring; E. Provide score sheets and one person to operate the scoreboard; F. Provide Championship hole flags; G. Provide paint and equipment for marking specific areas on the Course, such as water hazards, ground under repair, etc.; H. Provide all prizes; 1. Make available to the Club, in addition to its regularly scheduled Championship Course preparation visits by Association agronomists, one (1) complimentary Turf Advisory Service visit to the Course by an Association agronomist at a time to be mutually determined by the parties; J. Consult regularly with Club officials on any and all aspects of the Championship; K. Provide standards to show the status of semi-final and final matches and instructions for the standard bearers; L. Pay freight charges for Association equipment used; M. Approve a player evacuation plan for the Championship to be proposed by the Club. The Club and a designated representative of the Association shall brief all relevant personnel and security on such plan. The Association shall determine whether and when such plan should be implemented; and N. Provide a severe weather detection and warning system. 3 6. CERTAIN OBLIGATIONS OF THE CLUB In addition to the other obligations set forth in this Agreement, the Club agrees, at its expense, to do the following: A. Agree to the conditions' of play determined by the Association; B. Prepare the Course in accordance with Association recommendations, as set forth in Section 12 hereof; C. Provide adequate practice facilities, including top-quality range balls; D. Register players; E. Provide courtesy transportation services for players, news media representatives and Association officials, as requested by the Association, to and from the Club and hotels/motels where rooms for such individuals are reserved and at least eight (8) courtesy cars for Association use. Any additional courtesy cars to be provided, as well as, the dates and times courtesy transportation and all courtesy cars shall be available, shall be mutually determined by the Club and the Association. In addition, the Club shall provide to players, news media representatives and Association officials, transportation information, including easiest travel directions, between the airport and each of the Club and hotels/motels where rooms are reserved; F. Reserve rooms at nearby accommodations (i.e. hotels, condominiums, houses, etc.), in quantities specified by the Association, for players, press representatives and Association representatives and guests at the lowest practicable rates and as close to the Course as practicable. Such individuals and/or groups will be responsible for their respective individual room charges and other related charges. The list of accommodations assembled by the Club, the allocation of rooms to the various groups, and the fees and other terms pertaining to room arrangements must be approved by the Association prior to the Club finalizing such arrangements; G. Provide a media facility in accordance with Association specifications; H. Host a "Media Day" in accordance with Association specifications; 1. Provide a public address system, in accordance with Association specifications, for the presentation of prizes; J. Provide personnel as required below: (1) Caddies, for all players requiring such, and forecaddies. F orecaddies will be stationed at such holes and at such times as are 4 specified by the Association. Caddies will be paid a fee by the players; such fee to be approved by the Association; (2) Standard bearers to carry the standards III accordance with Association instructions; and (3) Personnel to assist with the scoring operation; Unless specifically set forth above, the number of such personnel to be provided and the dates and times of their availability shall be mutually determined by the Club and the Association. K. In accordance with Association standards, arrange for on-site medical services for the Practice Days and during the Championship. Such services shall include the provision of (i) medical personnel (such as a medical doctor, emergency medical technician and/or registered nurse); (ii) a minimum of two (2) individuals who have been trained and certified in the proper use of AED defibrillators and (iii) the provision of two (2) AED defibrillators; L. Provide comfort stations in quantities and at locations as approved by the Association and consistent with reasonable aesthetic consideration and the requirements of the local health officials; M. Provide a headquarters room, for the Association's exclusive use, with high-speed internet access, five (5) direct outside telephone lines, the installation and use of such lines to be paid for by the Association, a photocopy machine capable of duplicating and sorting large quantities, a plain paper FAX machine, three (3) telephones, desks, chairs and tables as reasonably requested by the Association; N. Provide and install ropes and stakes, under the direction of the Association, for gallery control in limited areas around the Course and clubhouse. O. Provide a scoreboard in accordance with Association specifications; P. Provide and install a sign for each tee indicating the hole number, yardage and par (signs to be produced to Association specifications by the Club at the Club's expense); Q. Provide stakes for marking specific areas on the Course such as out of bounds and water hazards; R. Provide, without charge, at least five (5) electric golf carts for the Association's use in conducting the Championship; 5 S. Devise a player evacuation plan to be approved by the Association and at the Association's direction implement such plan by providing vehicles, as referenced in Section 6.E., and drivers to support the player evacuation plan. The type, number, locations and times needed for such vehicles and drivers shall be mutually determined by the Association and the Club and made a part of the evacuation plan; T. Provide an office space, reasonably acceptable to the Association, for the Association's meteorologists. Such office space shall have one (1) DSL or one (1) high speed internet connection, one (1) long distance, non-restricted telephone line, six (6) electrical outlets and one (1) television set with a cable connection. The Association shall be solely responsible for all Internet and telephone costs incurred in connection with the operations of its meteorologists at such office space. The office shall measure no less than ten (10) feet by ten (10) feet and have rooftop and/or outdoor access in an Association approved position for antennas, inclement weather detectors and/or sensors; and u. Assist the Association, as necessary, in executing the severe weather detection and warning system. 7. ADMISSION AND ENTRY FEE REVENUES The Club shall not charge spectators for admission to the Championship. The Association will retain all revenue from entry fees charged to players. 8. OFFICIAL PROGRAM AND DRAW SHEETS A. The Club shall publish an official Championship program. The published program shall include the conditions of the Championship, a letter of welcome from the U.S. Junior Amateur Championship Committee Chairman, the name and home state of each Committee member and, if the program consists of eight or more pages, a free one- page advertisement for the Association Members Program. The Association will provide editorial assistance with respect to Association related material to be published in the program including the advertisement for the Association Members Program. The Club may retain all of the advertising and sales revenues from the official program. On each day of the Championship, the Club will provide, free of charge, draw sheets to be compiled from information supplied by the Association. The number of draw sheets to be provided will be mutually determined by the Club and the Association. B. The contents, including articles, editorial matter and advertising, of the program and draw sheets and the price of the program shall be subject to the approval of the Association. The Club acknowledges and agrees that no advertising of any kind relating to tobacco, firearms and/or gambling shall be permitted in the program, draw sheets or Course map and guide (if produced by the Club pursuant to Section 9 below). In addition, the Club acknowledges and agrees that the Association shall have the right to deny any advertising which it reasonably believes does not conform to the image of the Association and/or the Championship or to protect the business category exclusivity of any designated 6 Association corporate partner. The Club shall submit the proposed contents of the program and draw sheets (except for material to be supplied by the Association), for review and approval by the Association prior to printing. The parties acknowledge and agree that the Association shall receive a reasonable and mutually agreed upon number of programs free of charge to distribute to the media, players and the U.S. Junior Amateur Championship Committee. 9. COURSE MAP AND GUIDE A. The Club, at its expense, may print and distribute, or have a third party print and/or distribute, free of charge, a Course map. In addition to the Course Map, the Club, at its expense, may print and distribute, or have a third party print and/or distribute, free of charge, a guide to the Course. The minimum number of Course maps and guides to be produced shall be mutually determined by the Club and the Association based on past and anticipated attendance at the Championship. The inclusion of any advertising in such Course map and guides shall be subject to the Association's approval. In the event the Club elects not to print and distribute, or allow a third party to print and distribute, a guide, the Association may, at its expense, print and distribute to spectators, free of charge, a guide of the Course. B. If requested by the Association, the Club shall provide personnel to distribute the Course map and guide. The number of such personnel to be supplied and the times and locations for distribution shall be determined by the Association in its sole discretion. 10. INTERNET A. The Association and the Club acknowledge and agree that the Association shall have the exclusive right to develop a site or other preserve on the Internet for the purpose of promoting and commemorating the Championship. Such website shall be the official website of the Championship and the Association shall promote it as such (the "Championship Website"). The Association shall develop the Championship Website, make all decisions relating thereto in its sole discretion and retain any and all revenues generated. B. The Association shall permit the Club to post information about the Championship on the Club's website, or if no Club web site exists, a website may be designed specifically for Championship purposes (the "Club Website"). Other than as specifically permitted herein, no such Club Website may contain a mark of the Association or derivation thereof in its domain name. The Association shall permit the Club to do one of the following with respect to the domain name it elects to use for the Club Website: (i) the Club may utilize a domain name that does not contain a mark of the Association or any derivation thereof (i.e. [www.goldmt.com] is acceptable but www.2010goldmt.comorwww2010junioramateur.comis not acceptable); or (ii) the Club may request the right to use a domain name from the Association, in the form of the year 7 of the Championship with the name of the official championship URL, (i.e. www.2010usjunioram.com) as the "Year Specific Championship URL." If the Club desires to use the Year Specific Championship URL for the Club Website, it will need to (i) notify the Association and (ii) execute an agreement in the form attached as Exhibit A. C. In connection with the Championship Website, the Club agrees to provide the Association, at its request, with information about the Club and Course, including but not limited to pictures and video footage. Such information shall also include but not be limited to, a hole-by-hole description of the Course, photographs or images of each hole of the Course, computer generated images, images of the Club and information regarding the Club and its history, to the extent the Club has such information, images, footage, etc., available. To the extent necessary, the Club will give the Association and/or any third party assisting the Association, access to the Club and the Club's materials for the purpose of selecting Club materials for the Championship Website. Any costs associated with the Association's use of such materials in connection with the Championship Web site shall be borne by the Association. In addition, the Club agrees to give the Association and any third party who is assisting the Association with the Championship Website access to the Club's grounds for the purpose of taking photographs, video, etc., to be used on the Championship Website. Such access shall be provided free of charge and all materials resulting therefrom shall be the exclusive property of the Association or the relevant third party, provided that if the third party is to retain rights in the work product generated, the Association and the Club shall discuss what limitations, if any, shall be placed on the exploitation of such rights by the relevant third party. The Association shall give the Club reasonable notice of any time it requires access to Club grounds for the reasons described herein and the Club and the Association shall mutually agree on a convenient time for such access. D. In the event the Club has currently registered or is considered the owner of any domain name which includes marks of the Association, variations of Association marks or marks which are confusingly similar to Association marks, the Club shall take all necessary action to assign or have the Club assign such domain names to the Association and shall stop any and all uses of such domain names as of the date of this Agreement. E. Championship related content on the Club Website, shall be focused on information regarding the fact of the Championship being conducted at the Club, as well as information pertinent to activities relating to the Championship that the Club is carrying out in connection with the Championship and this Agreement. Examples of relevant information may include, depending on the responsibilities of the Club as set forth in this Agreement, information about ticket sales, parking, accommodations, corporate hospitality packages, volunteer information, etc. The Club acknowledges and agrees that in no event may any Championship related merchandise be shown or sold through the Club Website, such right belonging exclusively to the Association. The Club shall submit all proposed pages with Championship related content to the Association for approval. The Club shall make all changes to such webpages requested by the 8 Association and shall not put any page or material relating to the Championship on the Internet without the prior approval of the Association. Should the Club desire to make changes to the Championship related content after it has been approved, or add additional Championship related content to the Club Website, the Club shall submit all such changes to the Association for approval prior to inclusion of such changes on the Club Website. 11. FOOD AND BEVERAGES A. All revenues from the sale of food and beverages may be retained by the Club. Prices of food and beverages sold in the clubhouse and on the grounds shall be reasonable. B. The Club may not sell or permit the sale of alcoholic beverages (other than beer, wine or wine coolers) anywhere on the grounds, other than in the clubhouse, without the prior written approval of the Association. 12. PLAYING CONDITIONS A. The Association shall determine, in its sole discretion, the playing conditions of the Course for the Championship including speed, firmness and grass height of playing surfaces, and other matters affecting play, including but not limited to, the selection of all teeing areas and hole locations to be used and the need for tree trimming and/or removal. The Club shall provide and prepare the Course and the practice facilities at the Club's expense and in accordance with Association instructions and agronomic recommendations. B. In addition, without limiting any of the Association's rights pursuant to Section 12.A. above, representatives of the Association will consult with and may make recommendations to the Club with respect to Course improvements or modifications (architectural or otherwise); however, the Association will not assume responsibility for any expenditure undertaken by the Club with respect to any such improvements and/or modifications and the Club is cautioned to be judicious regarding such expenditures. C. Both parties understand that architectural changes to the Course must not be made without the written consent of both parties; and both parties must have the opportunity to witness first-hand any such changes. D. As a condition of play for the Championship, the Club agrees to adopt the Association's policy on footwear. E. The Club shall meet with the Association at mutually agreeable times in advance of the Championship to discuss plans to ensure the best possible Course conditions during the Championship week. If it is determined by the Association that substandard Course conditions exist for whatever reason prior to the Championship, the 9 parties acknowledge and agree that (i) they shall work together to develop a plan to ensure Course conditions that are acceptable to the Association, in its sole discretion, for the Championship week, including any and all Practice Days and Championship rounds, and (ii) such plan may include, but shall not be limited to, restrictions on play and/or golf cart traffic at the Course during the week prior to the Championship. 13. AUTOMOBILE PARKING The Club shall not charge for automobile parking space. Parking space for players and the Association's officials shall be provided by the Club in prime locations; the Association will establish priorities with respect to such parking space. The Club shall also provide and/or arrange for parking space for spectators. The Club and the Association shall mutually agree on the number of parking spaces needed for spectators. 14. RADIO AND TELEVISION BROADCASTING AND MOTION PICTURES The Association, as owner of all the commercial rights relating to the Championship, shall have the sole authority to arrange for radio and television broadcast coverage of the Championship, and other uses of the Championship and excerpts thereof in any and all manner, format and media throughout the world, whether now known or hereafter devised. Such media shall include, without limitation, videocassette, CD-ROM, DVD, Internet and other so-called "new" media, whether now known or hereafter devised. The Association shall have the sole authority to exploit such rights in any manner it desires, including by granting the privilege of broadcasting, telecasting, photographing and filming (for all media and whether analog, digital or otherwise) on the grounds of the Club and in any facility or structure located on the grounds, including but not limited to, the clubhouse, from the period beginning on the first Practice Day through the final day of the Championship, including any play-off or postponement. During this period, the Club will not knowingly allow any equipment of any broadcasting or radio company, professional photographer, video or film maker, any "new" media producer or any other person or entity seeking to commercially exploit the Championship other than those entities designated by the Association anywhere on the grounds of the Club or in any facility or structure located on the grounds, except with the express prior written consent of the Association. Notwithstanding the foregoing, the Club agrees that should the Championship be selected for broadcast on television the Club shall make available its grounds and facilities to the relevant broadcasting entity or entities and shall cooperate with the Association and such entity or entities as necessary to ensure a quality broadcast of the Championship. 15. INDEMNIFICATION AND INSURANCE A. The Association does not assume and in fact disclaims any liability for personal injuries or death of players, volunteer workers or vendors assisting in any manner in the administration of the Championship, caddies, spectators or workmen employed in 10 connection with the care of the course or the grounds of the Club, the clubhouse, or any employees of the Club or any other persons, and also for any property damage which may occur in connection with the preparation for and tear down of the Championship, during the Championship or the Practice Days prior thereto or any play-off or postponement. The Club agrees to indemnify, defend and hold harmless the Association and its directors, officers, agents and employees from and against all claims, liabilities, losses, damages, expenses, accidents and occurrences (including all attorneys' fees and other costs of investigating and defending against such claims, liabilities, losses, damages, expenses, accidents or occurrences) arising out of, relating to, or in connection with, all activities in connection with the Championship (including the Practice Days and any postponed round or rounds or play-off) and/or the conduct thereof, including without limitation the operation of any website by the Club pursuant to Section 10 hereof, unless and to the extent caused by the negligence and/or willful misconduct of the Association. B. No later than thirty (30) days prior to the commencement of preparations for the Championship or set-up for the Championship in calendar year 2011 for the Championship, the Club shall provide the Association with a Certificate of Insurance, acceptable to the Association in its sole discretion, providing coverage from the date work begins through completion of tear down after the Championship for Commercial General Liability Insurance, including Products and Completed Operations, Liquor Liability, Automobile Liability, Garage Keepers' Liability and Workers' Compensation in such amounts as are reasonable in the circumstances. The Commercial General Liability insurance or the equivalent thereof, shall be in an amount at least equal to ten million dollars ($10,000,000.00) per occurrence and ten million dollars ($10,000,000.00) in the aggregate, with the exception of Automobile Liability and Garage Keepers' Liability for which the acceptable limits for each shall be five million dollars ($5,000,000.00) or such other amount as is reasonable under the circumstances. To the extent that the Club is self insured or has elected a self-insured retention or deductible in any of its insurance coverages, the Club agrees that such self-insurance, retention or deductible shall not affect the indemnification afforded to the Association. All loss, defense costs or other expenses related to claims falling within such self-insurance, retention or deductible shall be borne in full by the Club and shall not be passed to or shared by the Association. The interest of the Association as an additional insured must be clearly indicated on the Certificate of Insurance and a copy of that endorsement shall accompany the Certificate of Insurance, with the exception of Workers' Compensation. C. The Club hereby covenants and agrees that any and all agreements and/or arrangements which it makes with third-party vendors and/or contractors for or in connection with the Championship shall include an agreement by the relevant third-party to (1) indemnify the Association and its officers, directors, employees and agents to the same extent as the indemnification of the Club and (2) add the Association as an additional insured on all relevant insurance policies. In connection with such requirement, the Club hereby covenants and agrees to send the Association copies of proposed insurance and indemnity sections from all Club Championship related agreements prior to the Club's 11 execution thereof, with sufficient time for the Association to review such sections and make any comments it may have thereon. D. This Section 15 shall survive termination of this Agreement but only with respect to the acts and omissions occurring during the term hereof. 16. COMMERCIAL REVENUES A. The Club shall be entitled to revenues from commercial activities relating to the Championship which are specifically provided to the Club in this Agreement. The rights to all other revenue producing activities of any kind whether or not contemplated by this Agreement, belong exclusively to the Association. Except as expressly provided herein, therefore, the Club shall not directly or indirectly exploit or permit the exploitation by others of the Championship, persons competing in the Championship, or, in connection with the Championship of the grounds, design of the Course or clubhouse or any elements, names, events or incidents thereof except on terms and in a manner satisfactory to the Association and in accordance with prior written approval from the Association. The terms "exploit" and "exploitation" as used herein shall include, but not be limited to, any activity or matter which produces or is intended to produce, whether directly or indirectly, revenue or any other consideration or advantage in any form. B. The Club will not permit, without prior written authorization of the Association, manufacturers, distributors, suppliers or any other person or entity, the privilege of having their products sold or their names, trademarks, logos and/or any other identifying mark, name or slogan seen or heard during the Championship, including but not limited to, by those people attending the Championship and those people viewing or listening to any broadcast ofthe Championship. C. The Club will not authorize placement on or near the Course or anywhere else on the grounds of the Club any advertising, signage, billboard or other commercial display or permit commercial announcement or other mention of any advertiser or supplier, or the products or services of any advertiser or supplier, to be made without the express prior written consent of the Association. D. In accordance with the Association's ownership of the service marks and trademarks described in Section 17 of this Agreement and in Exhibit B attached hereto, the Association reserves the exclusive right to permit the sale through Association determined distribution channels including the Internet and display of articles of apparel and other merchandise bearing any elements, names, events or incidents of the Championship and the use of the Championship Logo, the Club's name, Course design and facilities as provided in Section 18. The Association may assign its rights and obligations hereunder to a representative and the Club agrees to cooperate with the Association's representative in the preparation and execution of all necessary contracts. 12 17. LICENSE FOR USE OF ASSOCIATION SERVICE MARKS AND TRADEMARKS A. The Club acknowledges that the Association is the owner of the service marks and trademarks set forth in Exhibit B (hereinafter collectively referred to as the "Marks"). Subject to the terms and conditions set forth below and in Section 16 hereof, the Association grants to the Club the non-exclusive, non-transferable right to use the Marks in connection with the sale of first quality products which refer to the year or number of the Championship, the Championship and the name of the Club collectively. B. In addition to the other terms and conditions contained in this Agreement, the Club's right to use the Marks and the Club's use of the Championship Logo shall be subject to the following terms and conditions: (1) Use of the Association Seal and official Association logo is not permitted; (2) The Club's use of the Marks and/or Championship Logo for the advertisement and sale of first-quality products is limited to the right to sell such products to retail customers on the premises of the Club. Under no circumstances, nor at any time, is the Club permitted to sell or distribute said products (a) off its premises, or (b) by mail order, catalog sales, or over the Internet, or (c) on the premises for the purpose of resale. The Club agrees promptly to notify the Association if it should learn that any such product is being distributed or sold at any other place; (3) The Club agrees that nothing in this Agreement shall give the Club any right, title or interest in the Marks except as specifically provided herein and that any and all use of the Marks by the Club shall inure to the benefit of the Association; (4) The Club acknowledges that the Association has a proprietary interest in the manner in which the Marks and the Championship Logo are used. Consequently, the Club acknowledges and agrees that all products manufactured and sold pursuant to this Section 17 shall be first quality goods. The Club further acknowledges and agrees that the Association will not permit the sale of golf equipment including golf gloves bearing its Marks or the Championship Logo. Notwithstanding the foregoing the Club may sell golf balls with the Championship Logo imprinted thereon on the premises of the Club; (5) The Club agrees that any contract for the consignment or purchase of products permitted under this Section 17 which it enters into with any manufacturer, manufacturer's representative, distributor or supplier shall prohibit the sale of such product to any person or organization other than the Club or the Association without the prior written approval of the Association. Should the Association at any time decide to apply for a federal or state trademark registration on any of the Marks or the Championship Logo for any such product, the Club agrees to render the Association all reasonable assistance toward obtaining such registration, including the execution of 13 documents deemed necessary or desirable by the Association, which documents shall be prepared at the Association's expense; (6) In the event this Agreement is terminated prior to the Championship, the license granted to the Club by the Association with respect to the Marks and the Championship Logo shall be immediately terminated and the Club shall stop any and all uses of the Marks and the Championship Logo as of the date of termination; and (7) The Club acknowledges that the Association has developed guidelines on the use of logos on merchandise sold at Association events, a copy of which is attached hereto as Exhibit C and made a part of this Agreement. The Club agrees to adhere to such guidelines. The Club and the Association acknowledge and agree that the Association has the right to revise such guidelines at any time in its sole discretion and the guidelines, as they may be revised at any time, shall be deemed to be a part of this Agreement. 18. LICENSE FOR USE OF THE NAME OF THE CLUB A. The Club grants to the Association the non-exclusive right to use the name of the Club, images of the Course and the Club's facilities, and the Course design in connection with the conduct of the Championship, in the exercise of all of the rights associated with the Championship (including the media rights referred to in Section 14 above) and in any advertising and promotion of, or other references to, the Championship. The Association may assign its rights under this Section I8.A. to third parties, including without limitation to any company broadcasting the Championship or any company providing electronic scoring for the Championship. B. The Club also grants to the Association the right to use the name of the Club, images of the Course and the Club facilities and the Course design, in connection with the advertisement and sale of first-quality articles of apparel and other merchandise which refer to the Championship and/or the Association. The Club agrees that such products may be advertised and sold by the Association in any manner in which the Association chooses to employ. The Association may enter into any arrangements which it deems desirable for the manufacture and distribution of such products and may assign its rights and obligations hereunder to one or more individuals or entities. The Club agrees to cooperate with the Association and/or any assignees of the Association in arranging for the manufacture and distribution of such products and, should the Association at any time decide to apply for a federal or state trademark registration of any of the trademarks for any product, the Club agrees to cooperate with the Association's representative on the preparation and execution of all necessary contracts, which documents shall be prepared at the Association's expense. The Association agrees not to register the Championship Logo without the Club's prior approval; such approval not to be unreasonably withheld. The Association acknowledges and agrees that all products manufactured and sold pursuant to this Section I8.B. shall be first-quality goods. 14 C. The Association may utilize the rights granted to it pursuant to this Section 18 in connection with the promotion and/or commemoration of the 64th U.S. Junior Amateur Championship, as well as, future championships, other Association championships and the Association. D. The Association agrees that nothing in this Agreement shall give the Association any right, title or interest in the name of the Club except as specifically provided herein. E. The Association acknowledges that the Club has a proprietary interest in the manner in which the name of the Club is used. Consequently, the Association acknowledges and agrees that all products manufactured and sold pursuant to this Section 18 shall be first-quality goods. F. In the event this Agreement is terminated prior to the Championship, the license granted to the Association pursuant to this Section 18 shall be immediately terminated and the Association shall stop using the name of the Club, images of the Course and the Club's facilities and the Course design as of the date of termination. 19. ACCOUNTING The Club shall maintain complete records and accounts of all receipts and expenditures related to the Championship, and shall submit to the Association a final accounting of all such receipts and expenditures by October 31, 2011. In the event the Club collects any receipts and/or revenues to which the Association is entitled under the terms of this Agreement, the Club shall remit to the Association all revenues to which the Association is entitled no later than November 1,2011. 20. MEMBERSHIP AND ANTI-DISCRIMINATION POLICY A. The Club represents and warrants that (i) it has demonstrably open membership policies and practices prohibiting discrimination of any kind whatsoever, including, but not limited to, on the basis of race, creed, color, national origin or gender and (ii) it has had and shall continue through the end of the Championship to have women and minorities having voting membership privileges and rights. The Club further represents and warrants that during the Championship all facilities and areas of the Club which are utilized relevant to the conduct of the Championship shall be open to all people attending the Championship, provided that the Association and/or the Club, as the case may be, may restrict certain areas to designated ticket and/or badge holders so long as the Association and/or the Club does not discriminate on the basis of race, creed, color, national origin or gender in the distribution or allocation of such tickets and/or badges. B. The Club also represents and warrants that it will not take any action that would modify or change any of its membership and/or anti-discrimination policies from the date of this Agreement through the conclusion of the Championship without 15 consulting in advance with the Association. The Association shall have the right to terminate this Agreement should the Club's proposed changes to its policies with respect to membership and anti-discrimination be in conflict with the Association's own policies with respect to such matters. 21. CONTROL OF THE CLUB AND FACILITIES The Club represents, warrants and covenants that, through its contract with Scott Alexander's Golf shop, Inc. which manages the day to day operations of the Club, it controls the Course and facilities at the Club. In the event of a change in ownership or contract services for operation of the Club, the Association shall have the right to terminate this Agreement upon written notice to the Club. The Club agrees to provide prompt written notice of any such change in the controlling interest of the Club, its Course or facilities or contract services for operation to the Association. 22. COMPLIANCE WITH APPLICABLE LAWS All acts, actions and activities of the Club and its directors, officers, employees and agents shall at all times be in full and complete compliance with all federal, state and local laws, ordinances and statutes and all governmental rules, regulations, orders and directives including but not limited to, the Americans with Disabilities Act. It shall be the responsibility of the Club to ascertain the existence and applicability of any of the foregoing and the Club shall not be entitled to rely to any extent on the Association in that regard, except as is expressly authorized by the Association in writing. The Club represents and warrants that, to the best of its knowledge, it is currently in, and will continue to be in, full and complete compliance with all federal, state and local laws, ordinances and statutes and all governmental rules, regulations, orders and directives. 23. ASSOCIATION PAYMENT In connection with the Club's agreement to host the Championship at the Club, the Association shall pay to the Club Twenty-Five Thousand Dollars ($25,000) on or before April 15, 2011; provided, that the Club adheres to all of the material terms, provisions and agreements set forth in this Agreement. The Club further agrees that it shall immediately return such amount to the Association if the Club fails to adhere to all of the material terms, provisions and agreements set forth in this Agreement. 24. MISCELLANEOUS PROVISIONS A. Automotive transportation, including golf carts, shall not be permitted on the Course during Practice Days or during the Championship, except as authorized by the Association. The Association prefers that golf carts used on the grounds be electrically powered. 16 B. The prices charged for the foll.owing shall be subject to the Association's prior approval: (1) Programs (2) Caddies (3) Food and beverages sold on the grounds and in the clubhouse The Club agrees to submit to the Association its proposed charges for programs and caddies at least six (6) months prior to the first Practice Day and for food and beverages to be sold on the grounds and in the clubhouse at least three (3) months prior to the first Practice Day. C. Both parties agree to focus on the administrative, physical, financial and other arrangements relating to the Championship which require resolution at the earliest possible date. The Club will ascertain and will inform the Association whether there are any local laws which would restrict play on Sunday. D. The Association reserves the right to approve all advertising, press releases, rate cards, stationery, newsletters, printed matter, websites and any other matter or item relating to or in connection with the Championship. The Club agrees to submit all such items and/or matters to the Association for approval prior to their printing or use, whichever occurs earliest. E. This Agreement, and any of its terms and conditions, may not be assigned by the Club without the prior written consent of the Association. F. Formal notices between the parties shall be addressed as follows: If to the Association: Ben Kimball Manager, Competitions United States Golf Association Golf House 77 Liberty Comer Road Far Hills, New Jersey 07931 With a Copy to: Henry SmokIer Associate General Counsel United States Golf Association Golf House 77 Liberty Comer Road Far Hills, New Jersey 07931 17 If to the Club: Scott Alexander General ManagerlDirector of Golf Gold Mountain Golf Club 7263 West Belfair Valley Road Bremerton, Washington 98312 G. The Club's name and location, for purposes of identification III Association literature and public notices, is: Gold Mountain Golf Club Bremerton, Washington H. This Agreement sets forth the entire agreement and understanding of the Association and the Club relating to the subject matter contained herein and supersedes all prior agreements and/or understandings, whether written or oral, between the parties relating to the subject matter contained herein. No modifications or amendments hereto shall be effective unless made in writing and signed by the parties hereto. 1. Any waiver by any party of any rights arising from any breach of terms of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other terms of this Agreement by another party. J. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, and such determination shall become final, such provision or portion shall be deemed to be severed and the remaining provisions and portions shall be enforced to give effect to the intention of the parties insofar as that is possible. K. Section headings contained herein are solely for the purpose of aiding in the location of general subject matter and are not intended to be used in the construction of this Agreement. L. Nothing herein contained shall constitute or be construed to constitute a partnership or joint venture between the parties. M. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. N. The parties agree that any complaint filed arising from or relating to this Agreement shall be filed in a federal or state court in New Jersey and both parties consent to the jurisdiction and venue ofthese courts for that purpose. 18 o. For convenience of the parties, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. P. This Agreement shall have a term commencing as of the date of this Agreement and expiring on December 31, 2011, unless otherwise terminated or extended pursuant to the terms hereof. The Association shall have the right to terminate this Agreement if the Club shall fail to perform or observe any material term, covenant or agreement contained in this Agreement required to be performed or observed by the Club if the failure to perform or observe such term covenant or agreement remains unremedied for sixty (60) days after the Association sends notice of such failure and its intention to terminate this Agreement to the Club. If the failure to perform is not remedied by the Club at the end of the sixty (60) day period, the Association shall have the right to terminate the Agreement effective immediately. Q. The agreements contained in Sections 2, 14, 15, 16, 17, 18, 19 and 24 hereto shall survive and remain in full force and effect in accordance with their terms following any termination of this Agreement. 19 IN WITNESS WHEREOF, the parties have caused this Agreement to be signed and duly executed as of the day and year first written above. UNITED STATES GOLF ASSOCIATION BY:N:Z1f!!/L Title: f),GPi/7Y ExECVTI(/~ U~..e CITY OF BREMERTON By:M~~ G:/Championships/Junior/2011 Gold Mountain 2.doc 20 EXHIBIT A ,2008 Scott Alexander General Manager/Director of Golf Gold Mountain Golf Club 7263 West Belfair Valley Road Bremerton, Washington 98312 Dear Mr. Alexander: This letter ("Letter Agreement") will confirm the agreement we have reached modifying the 2011 U.S. Junior Amateur Championship agreement (the "Agreement") dated as of , by and between the United States Golf Association (the "Association") and Gold Mountain Golf Club (the "Club"). This Letter Agreement shall only relate to that section of the Agreement concerning the parties' rights to promote the Championship on the Internet and only to the parties' rights to register and operate certain domain names or URLs for the purpose of promoting the Championship. Unless otherwise noted, all capitalized terms in this Letter Agreement shall have the meaning given to them in the Agreement. Such agreement is as follows: The parties acknowledge and agree that the Association owns and has registrations for the following domain names relating to the Championship: www.usjunioram.org ("Official Championship URL") and www.201Iusjunioram.com ("Year Specific Championship URL"). By virtue of this Letter Agreement, and in addition to the rights granted to the Club in the Agreement, the Club may request the Association to direct the Year Specific Championship URL to that section of the Club's existing web site which is devoted to promoting the Championship (or any portion of a website operated by or on behalf of the Club which is devoted to promoting the Championship). Upon request from the Club, the Association will direct the Year Specific Championship URL to the Championship section of the relevant website, beginning within five (5) business days of the date the request is received by the Association. At all times during which the Club is operating a website containing information relating to the Championship, the Association will provide a link from the Official Championship website to that section of the Club's web site devoted to promoting the Championship, where users can obtain information about the Club and other content relating to the Championship. In addition, the Club shall include, in a prominent location on the first screen of its web site devoted to the Championship, a link to the Official Championship website. The design and language of such link: to the Official Championship Website shall be delivered to the Club by the Association. The parties further acknowledge and agree that domain names bearing the year of the Championship and the name of the Club shall not be used by either party to operate a website or direct users to a website or section of a website devoted to promoting the Championship. All other terms and Sections of the Agreement shall remain in full force and effect. To the extent that amendment of the Agreement is necessary to effectuate the foregoing, it is hereby amended. Except to the extent amended herein, the Agreement shall remain in full force and effect. If the terms of this Letter Agreement accurately reflect the agreements reached between the USGA and the Club with respect to the subject matter contained herein, please signify your agreement by executing this Letter Agreement and the enclosed copy in the space provided below and return one originally executed copy to Henry SmokIer, Associate General Counsel, USGA, Golf House, 77 Liberty Corner Road, Far Hills, NJ 07931. Sincerely, UNITED STATES GOLF ASSOCIATION PLEASE DO NOT SIGN - EXHIBIT PURPOSES ONLY By: Name: Michael A. Butz Title: Deputy Executive Director Acknowledged and Agreed to as of this _ day of ,2008: GOLD MOUNTAIN GOLF CLUB PLEASE DO NOT SIGN - EXHIBIT PURPOSES ONLY By: Name: Title: 23 EXHIBIT B UNITED STATES GOLF ASSOCIATION MARKS The following Federal service marks are registered in the name of the United States Golf Association for golf tournaments. When used in connection with promoting and advertising the Championship, the symbol @ should follow these terms. USGA@ UNITED STATES GOLF ASSOCIATION@ U.S. JUNIOR AMATEUR CHAMPIONSHIP@ The following trademarks are owned by the United States Golf Association. For all products authorized by the United States Golf Association under this Agreement, the symbol ™ should follow these terms. USGA ™ UNITED STATES GOLF ASSOCIATION ™ U.S. JUNIOR AMATEUR CHAMPIONSHIpTM EXHIBIT C TO BE ATTACHED 24