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HomeMy WebLinkAbout3777 AMENDMENT NO.3 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF BREMERTON AND ED FAULK OPERATIONS LLC. This Amendment No. 3 specifically amends the Professional Services Agreement (" Agreement") entered into between the City. of Bremerton ("City) and Ed Faulk ("Superintendent") on January 8, 2003, and subsequently amended on January 6, 2005 and December 21, 2005. This Amendment shall become affective upon the date fully executed below. All provisions in the Agreement shall remain in full force and effect except as expressly modified by this document. For valuable consideration and by mutual consent of the parties, the modifications to the Agreement are as follows: Section 1. Scope is modified as follows: The City authorized the Superintendent to conduct additional work by preparing and maintaining the Gold Mountain Golf Complex under extraordinary circumstances and/or higher levels of play during the 2006 Amateur Public Links Championship. Additional work included the filling of divots with sand and seed after each day of play during the championship, clearing the fairways of dew each morning prior to play, and daily mowing of fairways and tees. Section 3. Compensation is modified as follows: In consideration for the additional work set forth in the Amendment to Section 1 of the Agreement, Superintendent shall be compensated in an amount not to exceed $6,317.25. This amount is over and above the approved Agreement compensation. Superintendent accepts all requirements of this Amendment by endorsing below. Superintendent further agrees that this Amendment constitutes full and final settlement of all of the Superintendent's claims for contract time and for all costs of any kind, including without limitation, costs of delays related to any work either covered or affected by this Amendment, claims related to on-site or home office overhead, or lost profits. This Amendment does not limit the City's right to bring a claim for past performance. This document will become a supplement of the Agreement and all provisions will apply hereto. It is understood that this Amendment shall be effective when approved by the City of Bremerton. The parties whose names appear below warrant that they are authorized to enter into an Amendment that is binding on the parties of this Agreement. In addition, Superintendent warrants that it has or will inform the surety of this change, and shall take appropriate action to modify any bonds required under the Agreement to address this change. CONTRACT MODIFICATION Project Number: . IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day and year first written above. Parks and Recreation Director approved to process By Its DATE: \0- \~-Db APPROVED AS TO FORM: // CONTRACT MODIFICATION Project Number: .~.. ~dJoI2~(D{ T62;F~ By Cary Bozeman Its Mayor ~ DATE: /O-;;<~-o(o 2 +--------------------------------------------------------------------------+ +Enter Search Criteria, Press Esc Key to Transmit + +Press Del Key to Terminate Delete Mode + + CHANGE Contract Transactions + + Contract Number 3777 + + + +Vendor Name FAULK, EDWARD G + +Subject GREENS SUPERINTENDENT - GOLD MOUNTAIN + +Department PARKS + +Status Code PRO + + Amount $720000.00 + + Begin Date 10/01/1996 + + Insurance End Date 12/31/2007 + + Type Amount Review Date 11/01/2006 + + GL $1000000.00 + + + + + + Insurance Total $1000000.00 + + Insurance Review Date 02/01/2007 + + + + Comments AMENDMENT #1-1/05 #2-12/05 + + COMPENSATION MAY INCREASE NTE 3%/YR + + + +--------------------------------------------------------------------------+ AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF BREMERTON AND EDWARD G. FAULK Assignment of Professional Services Agreement Superintendent, Edward G. Faulk hereby assigns all of his right, title and interest, in that certain Professional Services Agreement between the City of Bremerton and Edward G. Faulk dated January 8, 2003 as amended on January 6, 200~, for 1f}aintenan. ce and improvement of the Gold Mountain Golf Complex to --12J ~~ OteJ~Utt -) LL~ a Washington limited liability company. ~ Dated this ~ \ day of \>~..e(y\~'r ' 2005 &fl~ -L(l. EDWARD G. FAULK APPROVED AND ACCEPTED this c2Cf ~ day of b eCoJ!V\ bev--, 2005. CITY OF BREM~ BY:~ Cary Bozeman, Mayor R:\LEGAL\Contracts\P ARKS\Greens Superintendent Assignment.doc +--------------------------------------------------------------------------+ TEnter Search Criteria, Press Esc Key to Transmit T TPress Del Key to Terminate Delete Mode T '" CHANGE Contract Transactions T T Contract Number 3777 '" T T TVendor Name FAULK, EDWARD G T TSubj ect GREENS SUPERINTENDENT - GOLD MOUNTAIN t "'Department PARKS TStatus Code PRO T Amount $720000.00 T '" Begin Date 10/01/1996 '" '" Insurance End Date 12/31/2007 T T Type Amount Review Date 11/01/2005 T t GL $2000000.00 '" T '" ~ T :j: Insurance Total $2000000.00 T T Insurance Review Date 11/01/2005 t t Comments AMENDMENT #1-1/05 COMPENSATION MAY INCREASE NTE 3%/YR T T t +--------------------------------------------------------------------------+ AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF BREMERTON AND EDWARD G. FAULK This Amendment No. 1 specifically amends the Professional Services Agreement (Agreement) entered into between the City of Bremerton (City) and Edward G. Faulk (Contractor) on January 8, 2003. This Amendment shall become effective upon the date fully executed below. All provisions in the Agreement shall remain in full force and effect except as expressly modified by this document. For valuable consideration and by mutual consent of the parties, the modifications to the Agreement are as follows: I. Section 2. Term is modified as follows: This Agreement will commence on January 1, 2992 2005 and terminate on December 31, terminated pursuant to Section 13. Section 4. Compensation is modified as follows: The Superintendent will be paid seven hundred twenty thousand dollars ($790,000720,000) annually during 2005 for the services described herein ........ Payments will be made in 24 equal installments totaling + ..... *-'8:8~ 'u ...... ~ ~ U118~'fi~ fl;~+'[ fl;~+ '~ ($30 000) ....... ., ................................. j ....hi thousand dollars ~ ~ ~: ...... : ....... ~'~"~ ~ ~': ~'~ thly ally ....... ~ .......... t~,, ...... ~. These installments will be made twice mon on a mutu agreed schedule. The Director of Parks and Recreation is authorized to increase the compensation annually during the term of this Agreement in and mount not to exceed 3% per year. The parties acknowledge and agree that, except as otherwise provided for in this contract, this compensation covers all the Superintendent's costs of operations including: a. Labor costs including, but not limited to, medical coverage for Superintendent and employees, payroll, insurance, L&I, Board Expenses, dues, laundry, and travel. b. Taxes and fees including, but not limited to, retail sales, state and local B&O, federal income, social security, and unemployment, and c. Other costs and expenses related to Supefintendent's operations under this contract at the Gold Mountain Complex. II. Contractor accepts all requirements of this Amendment by endorsing below. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into an Agreement Modification that is binding on the parties of this contract. 1 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on the day and year written below. EDWARD G. FA~LK I ~-,. T. I4-gCI~ By Cary.' Bozen~n Its Mayor DATE: i-- ~ -- 0 _~ DATE: APPROVED AS TO FORM: ATTEST: Bre~ert~n City Attorney ..~-~- /-~ity ~le~X R:\LEGAL\Contracts~PARKS\Faulk Amend 1 .doc 2 +Browse: Next Previous First Last Update Delete Restart X - Exit + +Retrieve the Next record + +Found: 25 Record(s) MAINTAIN Contract Transactions + + Contract Number 3777 + + + +Vendor Name FAULK, EDWARD G + +Subject GREENS SUPERINTENDENT - GOLD MOUNTAIN + +Department PARKS + +Status Code PRO + + Amount $700000.00 + + Begin Date 10/01/1996 + + Insurance End Date 12/31/2003 + + Type Amount Review Date 10/01/2003 + + GL $2000000.00 + + + + + + Insurance Total $2000000.00 + + Insurance Review Date 06/01/2003 + + + + Comments AUTOMATIC 1 YR RENEWAL UNLESS WRITTEN NOTICE GIVEN 60 + + DAYS IN ADVA/~CE + + + PROFESSIONAL SERVICES AGREEMENT Gr~em S~te~de~t THIS AC_d~ is between the City of Bremerton, a municipal corporation (hereinag~ referred to as "City") and Edward G. Fnulk, (hereinafter referred to as WITNESSETH: 1. Seop~ of Work: The City hereby asrees to retain the Superintendem to maintain and improve the ~ Moumain Ooff Complex as follows; a. The Superintendent shall maintain and improve the Gold Moumain Golf Complex ground~, to include clubhouse grounds nmi surrounding areas, which will mc~ or exceed the standard in the industry for public ¢ourse in the Puaet Sound region, and as more thoroughly specified in Exhibit A. b. The Superintendent shall devote his attention ~nd energy on a full time basis to the performance of duties as Oroens Superintendent for the City during the term of this agreement. He shall conduct himseff at all times and in all matters in accordance with the ~tandards accepted for C-teem Superintendents. The Superintondem is required to be a member of the Goff Superintendent's of America, the Western Washington Golf Course Superintendent's c. The Superintendent shall report directly to the Director of Parks and Recreafioo and work closely with the Golf Fmfessionals. The Superintendent and Golf Profe~ionals shall mutually asree upon the open and start of play daily, with the Director re~oiving any conflicts. In all instances, the stm-t lime will be set to maximize the Golf Complex's availability to the public. d. The Superintendent shall attend all meetings of the Golf Complex Board of Dif~'tors. Tho S~ont lllay rec, omm~-'qld ~ submit changes in policies and procedm~ to the G-off Complex Board at any regular moetin~ e. The Superinte~em shall maintain a good credit rating in all commercial transactions so aa to not discredit the re~t~ion or nnme of the City of Bremerton. f. The Superintendent shall mpervise, direct, and train a staffto perform the duties and meet the requirements specified in Exhibit A. g. The Superintendent agrees to be available to attend regular and special moettllg$ of th~ C,-olf Corl~lt~x Board, the Park8 ~ Ro~'eation Commissiofl, Ittld City Council, and sh~ll be prepared to di~ass issues and ideas of imere~ to the Superintendent and City. PROlaF.~SSI()NAL 811RVICES AOI~RRMENT . 1 h. The Superintendent will comply with all auditin~ and accouming recluh~nts set forth by the City. The Superintendent's books and records will be open to 2. Term: This Agreement will commence on January 1, 2003 and terminate on December 31, 2O03. This A~-ment will automatically renew itself annually for one (1) year terms with the same terms and conditions, subject to city council budgeting for the same, unless wriuen notice to the contrary i~ given by either party at ~ s'my (60) days prior to December 21, 2003 or unless terminated pursuant to Section 13. ;~. Performance: The Superintendent shidl supervise and direct the work as provided for in this Agreement, using his best skills and attention, From the peri, ye of when the courses ~e open for golf play and when ~lf c~u-ts will be allowed on the courses. Any maintenance practices or renovation project~ that would disrupt play will be mutually al~reed upon by the Superintendent, Golf Profe~onal and Director of Parks and Recreation. The Superintendent shaH be solely responsible for the means, method~ technique~ sequence~ and procedu~ for coordinath~ aH portions of the work contemplated by this Al~'eement. 4. C~al~asa~n: The Superintendent will be ~ seven hundred thousand dollars ($7OO,OOO) for the services described herein for 2O03. Payments will be made in 24 equal in~llments totaling twenty-nine thousand one hundred sixty-six dollar~ and slxty-¢~x cents ($'29,166.66). These installments will be made twice monthly on a mutually a~s~d ~chedule. The parties ncknowled~ and agree that, except as otherwise provided for in this contract, this compensation covers ail the Superintendents cost~ of operations including: a, Labo~ costs includh~, but not limited to, medical corette for Supe~ntendent and employee~ payroll, insurance, L&I, Bo~'d Expenses, dues, laundry, and travel. b. Ta~es and fees includin& but not limited to, re~l sales, ~ and local B~O, federal income, social security, and unemployment, and c. Other co, ts an~ e~penses related to Superintendent's operations under this contact at the Gold Mountain GoffComplex. 5. l~arehnsin[: All supplies, c~itai and equipment exponditure~ uned by superintendent in the maintenance of the facilities such es fe~ilizers, snmll tools and parts for maintenance equipment, will be the re~xmaibility of the Parks and Reo'e~on Department. The Super~andent agrees to co~dinate aH purchesin8 requests for such items through ~e Director of Parks nnd Recrcetion. ~. Fntilities and ~lUilmaem: The Superintendent will have the use of the City's maintenance complex at Gold Mountain for the duration of this A~reement, at no cust to the Superi~. The Supe~ntendent a~rees to kee~ the buildinl~ in a ¢lesn and orderly condition throughout the term of this Agreement. The Superintendent a~es to make necessary minor PROFESSIONAL ~va~.VICES AG~t ~MENT- 2 repairs to the msintenance building, In the event of major damage or destruction to the maintenance building that is not the responsibility of the Superintendent, the City agrees to repair or replace said building. City will indemnify and hold harmless Superintende~ for any liability for work violations resulting i~om inadequate building facilities. Superintendmt will promptly notify Patios and Recreation DeparU~nt of any building defects. The goff complex equipment including, but not limited to, the irrigation system, drainage, benches, trash r~acles, flag sticks, ball washers and maintenance equipment shall be provided by the City and be maintained in good working condition by the Superintendent, and remains the propm'y of the City. The Superintendent agr~ to maintain the irrigation system in good woddng conditio~ Repairs and maintenance of the pump station beyond the capabilities of the Superintendent will be the responsibility of the City. Unl~ spacifically provided o~se lm~ein, all equipment for maintaining the golf complex, as spe~ified in this Agreement, shall be provided by the City. The City will provide a vehicle to the Sup~intendent for course maintenance and commuting which may include incid,~ntal panonal stops. 7. Rdatioa~{~¥ of Plrlt~: Superintendent is skilled in the matters addressed in the Scopa of Work mad is performing indecent funotions and responsibilities within his field of expeRise. Superintendent and his employees are independent contractors and not employees of the City. Superintendent and his employees have no authority to bind ~be City or to control the City's employees and other It is agrced and understood thai the Superintendent shall be the only person responsible for the hiring and firing of his employees. All employees retained by Superintendent to perform services under this agreem~it shall be employees of Superintendent and not employees of the City. Su~ shall be responsible for payroll, payroll taxes, FICA, federal taxes, workars compensation, Labor & Industry, and medical insurance premiums and all other benefits as~ooiated with employment with Superintendent. As an independent c, cn,h-~tor, SUlmerint~lent is responsible for his own management. The City's administration and enforcement of thim Agre~ne~ shall not be deemed an exercise of ~al control over Superintendent or his employees. $. l~r~l~e~. Su{x~rintendent agrees to purchase a policy of liability insurance which shall protect him and his employees ticom any loss caused by propatty damage or perllonal injury at the golf complex. Said insurance policy shall be in the amount of One Million Dollars ($1,000,000.00) for each occurrem~e. The Superintendent agrees that said insurance shall name the City of Bremerton as an additional insured. A copy of the certificate shall be required to be kept on file with the City Risk Manager. 9. Sul~rvi~ioa: Superintendent shall report directly to tbe Parks and Recreation Director and shall cooperate and work closely with the Golf Professionals. In those situations where conflict of interemt arises, the si~_,_~_'on will be brought immediately before the Parks and Recreation Director for resolution. lmROI~{SSIONAL S{ERV]CES AC,~Iq;3vlENT - 3 10. ~ ami lmoh,~.y: The Superinte~t shall not allow any proper~ of t~ ~ C~, ~ ~ ~ ~ offi~ ~ emp~, ~ ~ ~ ~y ~ ~1 liable, ~ ~ ~ ~ z~, ~g ~ ~ ~ f~ ~ d~m ~f b~_,~ of ~o~ ~ ~ ~ ~ ~ ~ ~ ~ or ~y init, incl~g d~ ~ ~y t~ r~ ~o~ m~ or ~le~ ~ ~ ~ ~ by ~y ~n or ~ ~ ~ ~ of ~ to ~, ~ ~ ~ to ~ m~n d~ly or ~ ~ of ~ in ~e~ of ~ ~ of S~~ u~ ~s ~ ~ ~ ~j~ m ~ ~ ~e ~ ~ is ~e W ~ ~ o~ssion ~ ~i~ oF SU~~ ~s ~loy~ ~~ ~ ~ ~ ~i~s. ~s ~sion · ~i ~ ~li~ble ~ ~ ~ ~t ~ C~ is j~ci~ly f~ Miry n~is~ ~ ~ l~ N~mb~n: Su~ ~1 ~t ~i~ in ~ ~plo~ or ~ ~ ~ ~c on ~ ~ of ~, ~, ~ ofi~ ~ r~ q~ ~ ~ or d~, ~ ~loy~ ~ ~ ~ a ~ fide ~o~ ~ifi~ ~1~ ~s: a. U~n ~s ~ ~i~ ~t r~. b. U~n ~ ~ o~ Su~~. c. ~ phy~ di~i~ oFt~ Su~~ ~ch mb~i~ly p~s ~ ~ ~ ~ ~s ~ ~ a ~s ~ of o~ ( 1 ) ~ or ~r ~ ~ ~ (3) ~ d~ ~h ~ y~. d. ~n~n ~a ~ ~~ or ~lony. e. ~ ~ or ~ ~ ~ ~f ~lex ~o~, ~ ~ ~u~ ~ is ~ mbj~ ~s ~ ~ ~e C~ d~d~ ~ to ~ ~ ~ ~ ~ ~on ~H ~ Su~ ~ ~iy ~g ~s obli~i~s Co~ns ~ ~ offs. S. ~i~ ~om ~ n~ li~ ~ ~ph lB ~r ~ ~ ~ (~0) ~s. h. Su~ ~h of ~y ~n of ~s ~. In the event of termination of this A~eement by reason of death or disability, the Superintendent's estnte shall be paid his compensation to and in~ludin the event of disability, the Superintendent shall be paid to the lsat day of the month in which termination 14. ~h and Care.' In the event that either p~u~y claims tlmt the other pm~y is in violntion of subs~'tion 13(0 (g) and/or (h) of this A~reement, the party clalmin~ the violation may ~ive the other ~ a written notice of bresch. The p~ty in bre~h slutll have thirty (30) days ~ nolice within which to correct any activity or conduct claimed by the other to have con~.;~mt~ a breach of the Agreement. Upon mutual nsn~ment, a conference may be called between the parties in which case every ren~mable effort shall be made to reach an amicable In the event that either party shaH, within s~tid thirty (30) day period, the activity claimed to constitute a substant'ml breach of this A~reement or notify the other party in writinS of their denial of said substantiai breach of this A~'eement, then, in such event, this Asreeme~lt shall cease and terminate as of the expiration oftbe thirty (30) day period. 1~. N~ke: Any notice requ'u~d or permitted to be siren under this Agreement shall be sufficient ff in ~ and personally served or sent by registered or certified mail. In the case of the Superintendent, it may be mailed to his residence at: PO Box 4130, Bremerton, Washington 98312, and in the case of the City: Bremerton City Clerk, 239 Fourth Street, Bremerton, Washington 98337. 16. Al~kaMe Law: This Agreement shall be controlled by the laws of the State of Washinl~ton. Superintendent shall perform and comply with all applicable laws of the Untied States and the State of Washington; the Charter, Municipal Code and Ordinances of the City of Brem~ton; and rules, rel~ations, order and directives of their admini~d~tive n~encies and the officers thereof. 17. Seve~lbtlity: The invalidity or unenforcmbility of any provision hereof shall, in no way, affect the validity or enforc_~'~___hility of any other provision. l& Wnlve~ Failure to insist upon strict compliance with any terms, covenants or conditions of this Asreement shall not be deemed a waiver of such, nor shall any waiver or r~linquishra~i of such right or power at any time be taken to be a waiver of any other breach. 19. M~ifkation: Any waiver, alteration or mod'~cation of any of the provisions of this A~'eemont or cancellation or replacement of this A~reement .~hnll not be valid unless in writin~ and silp~ed by the parties. 20. ]Klath'e~: This Asreement, includ~ the e~its attached hereto and forming a pnrt bereof~ are ail of the covenants, promises, a~-eements and conditions, either omi or written, between the psrties. 21. Remedies: Rights under this Agr~ment 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. 22, Licenses and Fees: Superintendent shall secure and maintain, in full force and effect during the term of this Agreement, all required licenses, permits and similar legal authorizations and comply with all requirements there. Superintendent is responsible for payment of all taxes and licensing l~ees nacessa~ to perform his obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, B&O, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional char~es arising from the delinquency, from any payments due Superintenderft. 23. Use of Faeilities and Eqnipment: The Superintendent and his employees shall use the facilities herein described for those purposes and only for those purposes enumerated herein and other complex related maintenance items, and for no personal uses. ~4. FMe4ity Bond: Superintendent shall enter into an honesty and fidelity bond in the sum ofTen Thousand Dollars ($10,000.00)~ naming the City as the insured thereunder. IN WITNESS WHEREOF the parties hereto have executed this A~reement the date and year indicated. Date ARD G. FAULK, Superintendent Dm - APPROVED AS TO FORM: PROFESSIONAL S~RVICF_~ AGRPi~tIEHr - 6 E~IltlT A- DUTIES The City hereby asrees to retain the Superintendent to maintain and improve the Gold Mountain Golf Complex courses, to include clubhouse grounds and sunoundin8 areas, and through his efforts will strive to have the condition of the Gold Mountain Golf Complex in the best possible shape, subject to budgeta~ and environmental limitations within which the Superintendent must perform this work. The Superintendent does agree to conform to the generally aocepted standards and practices of similar golf courses in the Western Washington region. MAINTENANCE STANDARI~: The followin& are the parameters of the maintenance practices and programs for the Cascade and Olympic courses: Maximum Mowing lleillm: Cutt~_ I-Iei_nht Setting_ S,~mm~ Winter Tees 1/2" 1/2" Fairways 1/2" 1/2" Ro~hs ~-1/4~ 1-1/4" Collars 1/2" 1/2~ Greens .125" .150" Mewin~ Standards: f~aSs~c~L!~i~ S,a,usm' Water Tees 2 As Needed To Fairways 3 Maintain Maximura Roushs 2 Mowing ~eis~s Collars 3 Greens 7 Bankers Raiml: 3 As Needed hollow fines Fall: Airitlcation will be performed with a n~i~,rn 5/8~ hollow fine~ T~ea~ Fairv.~s_ And Greens Surrounds: Th~ ~ will b~ Ileri.fied I1 mininmm of oI1~ I~ year with 3/4" hollow rilles. Capital projects that have been approved by the City that can be accomplished with the knowledge as a separate oo,-~act or nn addendum to the current contract. Construction o~ new tees on Cascade Course will cootin, e as manpower and conditions allow. UPl~ ~ ~ on C~e ~ i.e. ~ ~es and sprinkler heads will continue as bud~ allows. Cup location and tee markers will be chnnl~l ~ during the ~"owin8 se~on Divots on tees will be ~lled with sand and seed daily Divots on drivin8 range tee will be filled with sand and seed a minimum of 4 days~ Both oourses will be kept ~ee of storm blow-down and branches. Encroachin~ brush and S~otc~ Broom with be cut back yearly. P~king lot and entry road ~ be kept cle~n and debris free. F, quipm~t Mahltemmee c~:~ly ~ a~ ~quipment down time det~.~.~ cost effectiveness ofrel~ir vs. replacement All cutting unit blade~ will be sharpened regularly to ensure a precise clean cut in order to keep the tu~fhe~hy and the playin~ surthce smooth The Superintendent will maintain the irrigation sy~te~ to the best of his abilities. The City will contract with an o~tside agent for prev~ ~ maintenance of the irri~ation pump stations on both the Olympic course and the Cascade Course. The Superintendent will work with the C~'s Water Resource Mannger to coordinate water us~e and water pressure concerns. Chemical Use The Sulmintmdeat will work clo~ly with the Water Rzsource Division of the City in the use of chem/cals and the/r application at the Gold Mountain Golf Complex. A list of all pesticides and other ~enicals must be maimai'"'"~d by the Superintendent including the MSDS information sheets, dates and time ~plied, the person who applied the chemical and other informalioo that may be required by OSHA, WISHA, I)el~mnem of Labor and Industry, EPA and any other city, county, state, or federal Fmilhatioa The Super/ntemlent will set up a feoili~6on program for the C-off Complex and work closely with the Director of Parks and Recreation to determine a yearly budget for fertilizer. Tree R~movai Hn~'~rdous trees will be removed by the Gold Mountain maintenance crew as required for s~y. The Superinte~lent will work with the City Forestry Manager for removal of say ~s th~ are not r~___~l_ to mf~. Greens Sup~rinten~nt THIS A~]~T is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and Edward G. Faulk, (hereinafter referred to as "Superintendent"). W I TN E S S E T H: 1. Duties: The City hereby agrees to retain the Superintendent to maintain and improve the Gold Mountain Golf Complex grounds, to include clubhouse grounds and surrounding areas, and through his efforts to have the condition of the Gold Mountain Golf Complex in as good condition as possible, subject to budgetary and environmental limitations within which the Superintendent must perform this work. The Superintendent does agree to conform to the generally accepted standards and practices of similar golf courses in the Western Washington region. It is understood that the Superintendent will be a member of the Golf Course Superintendent's Association of America, the Western Washington Golf Course Superintendent's Association and the Northwest Turf Grass Association and membership fees will be paid by the City at City expense. The City also agrees to cover all related and reasonable costs associated with the Superintendent's attendance at the annual meetings and conferences of these three organizations. 2. TE~M: This Agreement will commence on January 1, 2002 and terminate on December 31, 2004. This Agreement will automatically renew itself for one (1) year, unless written notice to the contrary is given by either party at least sixty (60) days prior to December 31, 2004. 3. C(~PENSATIO~: Beginning January 1, 2002, the Superintendent will be paid eighty-two Thousand Dollars ($82,000.00) annually with an annual increase of 2.0%. The City will reimburse salaries and employee contributions for employees of the Superintendent under paragraph 12, training costs, association membership dues, and operating expenses all as approved by the Department through the City purchasing procedure. City will also pay the cost of medical insurance premiums for PROFESSIONAL SERVICES AGREEMENT -1- Superintendent and dependents. 4. P~ASING: The Superintendent agrees to stay within the annual maintenance budget recommended by the Board of Directors and approved by the City Council. The Superintendent agrees that this budget will be utilized for the purpose of employing the Superintendent's personnel, purchase of liability insurance, and purchase of supplies and materials necessary to maintain the Gold Mountain Golf Complex. The Superintendent will comply with all auditing and accounting requirements set forth by the City of Bremerton. The Superintendent's books and records will be open to inspection at any time during normal business hours. It is agreed by the Superintendent that he will operate through the Office of the Director of Parks and Recreation of the City of Bremerton for all purchasing requests. All supplies, capital and equipment expenditures will be the responsibility of the Parks and Recreation Department. 5. FACILITIES A~0 EQ~IP%~T: The Superintendent will have the use of the owner's maintenance complex at Gold Mountain for the duration of this Agreement, at no cost to the Superintendent. The Superintendent agrees to keep the building in a clean and orderly condition throughout the term of this Agreement. The Superintendent agrees to make necessary minor repairs to the maintenance building. In the event of major damage or destruction to the maintenance building that is not the responsibility of the Superintendent, the City agrees to repair or replace said building. City will indemnify and Hold Harmless Superintendent for any liability for work violations resulting from inadequate building facilities. Superintendent will promptly notify Parks and Recreation Department of any building defects. The golf course equipment including, but not limited to, the irrigation system, drainage and lighting systems, benches, trash receptacles, flag sticks, ball washers and maintenance equipment shall be provided by the City and be maintained in good working condition by the Superintendent, and remains the property of the City. The Superintendent agrees to maintain the irrigation system in good working condition. It is understood and agreed that the Superintendent shall not be responsible for or required to repair any major loss, damage, or destruction to the landscaping, building or equipment not resulting from the negligent acts or omissions of the Superintendent or any person acting through the Superintendent. Major damage or PROFESSIONAL SERVICES AGREEMENT -2- destruction shall mean any damage or destruction which shall cost more than One Hundred Dollars ($100.00) to repair. Nothing contained in this Agreement shall be construed to impose a duty upon the City to repair or rebuild unless specifically provided herein. Unless specifically provided otherwise herein, all equipment for maintaining the golf complex, as specified in this Agreement, shall be provided by the City. The City will provide a vehicle to the Superintendent for course maintenance and commuting which may include incidental personal stops. 6. STAT~$: The Superintendent is an independent contractor and neither the Superintendent, nor the City, shall have the right to act for or on behalf of the other or to incur debts binding on the other for any purpose. The Superintendent shall supervise and direct the work as provided for in this Agreement, using his best skills and attention. From the perspective of grounds safety and turf condition, the Superintendent shall have the sole authority to declare when the courses are open for golf play and when golf carts will be allowed on the courses. Any maintenance practices or renovation projects that would disrupt play will be mutually agreed upon by the Superintendent, Golf Professional and Director of Parks and Recreation. The Superintendent and Professional shall mutually agree upon the open and start of play daily. The Superintendent shall be solely responsible for the means, methods, techniques, sequences and procedures for coordinating all portions of the work contemplated by this Agreement. 7. INSDl%ANCE: Superintendent agrees to purchase, out of his annual operating budget as defined above, a policy of insurance which shall protect him and his employees from any loss caused by property damage or personal injury at the golf complex. Said insurance policy shall be in the amount of One Million Dollars ($1,000,000.00) for each occurrence. The Superintendent agrees that said insurance shall name the City of Bremerton as an additional insured. A copy of the certificate shall be required to be kept on file with the City Risk Manager. 8. SUPERVISION: Superintendent shall report directly to the Parks and Recreation Director and shall cooperate and work closely with the Golf Professional. In those situations where conflict of interests arise, the situation will be brought immediately before the Parks and Recreation Director for resolution. 9. C(~ITMENT: Superintendent shall devote his time, PROFESSIONAL SERVICES AGREEMENT -3- attention and energies to performance of his duties for the City during the term of this Agreement on a full time basis. 10. LI~8 A~D ~SOLV~CX: The Superintendent shall not allow any property of the City to become encumbered with liens of any sort by reason of his action or omission. 11. ~~: The Superintendent agrees to defend, indemnify and save harmless the City, its appointed and elected officers and employees, from and against any and all liability, loss, costs, damage and expense, 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 therefrom, 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 negligence of Superintendent, his subcontractors, agents, successors or assigns. This provision shall be inapplicable to the extent that the City is judicially found solely negligent for such damage or injury. 12. ~PLO~E~S: It is agreed and understood that the Superintendent shall be the only person responsible for the hiring and firing of his employees. The City shall reimburse for payroll, payroll taxes, FICA, federal taxes, workers compensation, Labor & Industry and medical insurance premiums. 13. NO~DISCI~IMINATION: Superintendent shall not discriminate in the employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status or disability, except employment actions based on a bona fide occupational qualification. 14. T~I~IN~TIO~: This Agreement will terminate upon the happening of any of the following events: a. Upon its normal termination if not renewed. b. Upon the death of the Superintendent. c. Upon twenty (20) days written notice by the City of termination for good and sufficient cause, including, but not limited to, the following: PROFESSIONAL SERVICES AGREEMENT -4- i. The physical disability of the Superintendent which substantially prevents the Superintendent from performing his duties for a continuous period of one (1) month or for an aggregate of three (3) months during each calendar year. ii. Continuing inattention or neglect of duties. iii. Suspension from those associations listed under paragraph 1 for more than thirty (30) days. iv. Conviction of a gross misdemeanor or felony. v. Major damage or destruction of the golf complex 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 Superintendent from substantially performing his obligations under this Agreement. In the event of termination of this Agreement by reason of death or disability, the Superintendent's estate shall be paid his compensation to and including the month of death or, in the event of disability, the Superintendent shall be paid to the last day of the month in which termination occurs. 15. BR~ACH: In the event that either party claims that the other is guilty of a substantial breach of any of the provisions of this Agreement a conference will be called between the parties and every reasonable effort shall be made to reach an amicable solution. At said conference, either party shall be entitled to have representatives present. Either party shall have thirty (30) days after notice within which to correct any activity or conduct claimed by the other to have constituted a substantial breach of the Agreement. In the event that either party shall, within said thirty (30) day period, fail to either correct the activity claimed to constitute a substantial breach of this Agreement or notify the other party in writing of their denial of said substantial breach of this Agreement, then, in such event, this Agreement shall cease and terminate as of the expiration of said thirty (30) day period. 16. NOTICE: Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered or certified mail. In the case of the Superintendent, PROFESSIONAL SERVICES AGREEMENT -5- it shall be sent to his residence at: 104 NE Buckeye Lane, Bremerton, Washington 98311, and in the case of the City: Bremerton City Clerk, 239 Fourth Street, Bremerton, Washington 98337. 17. ~PLiCABL~ LAN: This Agreement shall be controlled by the laws of the State of Washington. Superintendent shall perform and comply with all applicable laws of the United States and the State of Washington; the Charter, Municipal Code and Ordinances of the City of Bremerton; and rules, regulations, order and directives of their administrative agencies and the officers thereof. 18. SE%~E~BILITX: The invalidity or unforceability of any provision hereof shall, in no way, affect the validity or enforceability of any other provision. ~9. ~%%~FER: 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. 20. ~ODIrICATION: Any waiver, alteration or modification of any of the provisions of this Agreement or cancellation or replacement of this Agreement shall not be valid unless in writing and signed by the parties. 2~. ~NTIB~T: This Agreement, including the exhibits attached hereto and forming a part hereof, if any, are all of the covenants, promises, agreements and conditions, either oral or written, between the parties. 22. ~DIES: 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. 23. LICENSES: Superintendent shall secure and maintain, in full force and effect during the term of this Agreement, all required licenses, permits and similar legal authorizations and comply with all requirements thereof. 24. USI OF F/%CILITIES AND EQUIP~ENT: The Superintendent and his employees shall use the facilities herein described for those purposes and only for those purposes enumerated herein and other complex related maintenance items, and for no personal uses. PROFESSIONAL SERVICES AGREEMENT -6- GREENSl,PSA - 10-23-01 ZS. FIDELIT~ B~D: Superintendent shall enter into an honesty and fidelity bond in the sum of Ten Thousand Dollars ($10,000.00 , naming the City as the insured thereunder. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. ~' DATE .... F~ULK ~ CITY OF BREMERTON Date LY~N ~RTON, Mayor DEPARTMENTAL~PPROVAL: J e and Recreation I~en ~OnfOb~,- Interim City Attorney RECEIVED FOR FILING: athleen M~ City Clerk PROFESSIONAL SERVICES AGREEMENT -7- GP~ENS1.PSA - 10-23-01 PROFESSION~J~ SERVICES AGI~EEMENT Greens Superintendent THIS ~ is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and Edward G. Faulk, (hereinafter referred to as "Superintendent"). W I T N E S S E T H: 1. ~t£es: The City hereby agrees to retain the Superintendent to maintain and improve the Gold Mountain Golf Complex grounds, to include clubhouse grounds and surrounding areas, and through his efforts to have the condition of the Gold Mountain Golf Complex in as good condition as possible, subject to budgetary and environmental limitations within which the Superintendent must perform this work. The Superintendent does agree to conform to the generally accepted standards and practices of similar golf courses in the Western Washington region. It is understood that the Superintendent will be a member of the Golf Course Superintendent's Association of America, the Western Washington Golf Course Superintendent's Association and the Northwest Turf Grass Association and membership fees will be paid by the City at City expense. The City also agrees to cover all related and reasonable costs associated with the Superintendent's attendance at the annual meetings and conferences of these three organizations. 2. TE~: This Agreement will commence on January 1, 1999 and terminate on December 31, 2001. This Agreement will automatically renew itself for one (1) year, unless written notice to the contrary is given by either party at least sixty (60) days prior to December 31, 2001. 3. CO~PENSATION: Beginning January 1, 1999, the Superintendent will be paid Sixty-six Thousand Dollars ($66,000.00) annually with an annual increase of 3.0%. In addition, the Superintendent will receive an incentive bonus at the end of the calendar year equal to ten percent (10%) of the number of rounds in excess of the annual round values shown below times the average cost (less tax) per round on the respective course. At no time will the incentive bonuses exceed Ten Thousand Dollars ($10,000) per year. PROFESSIONAL SERVICES AGREEMENT --1-- GREENS1.PSA - 10/21/98 Rounds per Year Cascade 60,000 60,000 60,000 Olympic 50,000 50,000 50,000 The City will reimburse salaries and employee contributions for employees of the Superintendent under paragraph 12, training costs, association membership dues, and operating expenses all as approved by the Department through the City purchasing procedure. City will also pay the cost of medical insurance premiums for Superintendent and dependents. 4. ~%~G: The Superintendent agrees to stay within the annual maintenance budget recommended by the Board of Directors and approved by the City Council. The Superintendent agrees that this budget will be utilized for the purpose of employing the Superintendent's personnel, purchase of liability insurance, and purchase of supplies and materials necessary to maintain the Gold Mountain Golf Complex. The Superintendent will comply with all auditing and accounting requirements set forth by the City of Bremerton. The Superintendent's books and records will be open to inspection at any time during normal business hours. It is agreed by the Superintendent that he will operate through the Office of the Director of Parks and Recreation of the City of Bremerton for all purchasing requests. All supplies, capital and equipment expenditures will be the responsibility of the Parks and Recreation Department. 5. FA~ILITIZB A~D ZQU%~: The Superintendent will have the use of the owner's maintenance complex at Gold Mountain for the duration of this Agreement, at no cost to the Superintendent. The Superintendent agrees to keep the building in a clean and orderly condition throughout the term of this Agreement. The Superintendent agrees to make necessary minor repairs to the maintenance building. In the event of major damage or destruction to the maintenance building that is not the responsibility of the Superintendent, the City agrees to repair or replace said building. City will indemnify and Hold Harmless Superintendent for any liability for work violations resulting from inadequate building facilities. Superintendent will promptly notify Parks and Recreation Department of any building defects. The golf course equipment including, but not limited to, the PROFESSIONAL SERVICES AGREEMENT -2- GREENS1,PSA - 10/21/98 irrigation system, drainage and lighting systems, benches, trash receptacles, flag sticks, ball washers and maintenance equipment shall be provided by the City and be maintained in good working condition by the Superintendent, and remains the property of the City. The Superintendent agrees to maintain the irrigation system in good working condition. It is understood and agreed that the Superintendent shall not be responsible for or required to repair any major loss, damage, or destruction to the landscaping, building or equipment not resulting from the negligent acts or omissions of the Superintendent or any person acting through the Superintendent. Major damage or destruction shall mean any damage or destruction which shall cost more than One Hundred Dollars ($100.00) to repair. Nothing contained in this Agreement shall be construed to impose a duty upon the City to repair or rebuild unless specifically provided herein. Unless specifically provided otherwise herein, all equipment for maintaining the golf complex, as specified in this Agreement, shall be provided by the City. The City will provide a vehicle to the Superintendent for course maintenance and commuting which may include incidental personal stops. 6. STAT~S: The Superintendent is an independent contractor and neither the Superintendent, nor the City, shall have the right to act for or on behalf of the other or to incur debts binding on the other for any purpose. The Superintendent shall supervise and direct the work as provided for in this Agreement, using his best skills and attention. From the perspective of grounds safety and turf condition, the Superintendent shall have the sole authority to declare when the courses are open for golf play and when golf carts will be allowed on the courses. Any maintenance practices or renovation projects that would disrupt play will be mutually agreed upon by the Superintendent, Golf Professional and Director of Parks and Recreation. The Superintendent and Professional shall mutually agree upon the open and start of play daily. The Superintendent shall be solely responsible for the means, methods, techniques, sequences and procedures for coordinating all portions of the work contemplated by this Agreement. 7. INSURANCE: Superintendent agrees to purchase, out of his annual operating budget as defined above, a policy of insurance which shall protect him and his employees from any loss caused by property damage or personal injury at the golf complex. Said insurance policy shall be in the amount of One Million Dollars ($1,000,000.00) for each occurrence. The Superintendent agrees PROFESSIONAL SERVICES AGREEMENT -3- that said insurance shall name the City of Bremerton as an additional insured. A copy of the certificate shall be required to be kept on file with the City Risk Manager. 8. SUP~R%~SION: Superintendent shall report directly to the Parks and Recreation Director and shall cooperate and work closely with the Golf Professional. In those situations where conflict of interests arise, the situation will be brought immediately before the Parks and Recreation Director for resolution. 9. CO~ITM~NT: Superintendent shall devote his time, attention and energies to performance of his duties for the City during the term of this Agreement on a full time basis. 10. LIENS AND INSOLVENCY: The Superintendent shall not allow any property of the City to become encumbered with liens of any sort by reason of his action or omission. 11. ll~)~IT~: The Superintendent agrees to defend, indemnify and save harmless the City, its appointed and elected officers and employees, from and against any and all liability, loss, costs, damage and expense, 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 therefrom, 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 negligence of Superintendent, his subcontractors, agents, successors or assigns. This provision shall be inapplicable to the extent that the City is judicially found solely negligent for such damage or injury. 12. EMPLOYES: It is agreed and understood that the Superintendent shall be the only person responsible for the hiring and firing of his employees. The City shall reimburse for payroll, payroll taxes, FICA, federal taxes, workers compensation, Labor & Industry and medical insurance premiums. 13. NO~DISCRIMIN~TIO~: Superintendent shall not discriminate in the employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status or disability, except employment actions based on a bona fide occupational qualification. PROFESSIONAL SERVICES AGREEMENT -4- GREENS1.PSA - 10/21/98 14. TERMINATION: This Agreement will terminate upon the happening of any of the following events: a. Upon its normal termination if not renewed. b. Upon the death of the Superintendent. c. Upon twenty (20) days written notice by the City of termination for good and sufficient cause, including, but not limited to, the following: i. The physical disability of the Superintendent which substantially prevents the Superintendent from performing his duties for a continuous period of one (1) month or for an aggregate of three (3) months during each calendar year. ii. Continuing inattention or neglect of duties. iii. Suspension from those associations listed under paragraph 1 for more than thirty (30) days. iv. Conviction of a gross misdemeanor or felony. v. Major damage or destruction of the golf complex 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 Superintendent from substantially performing his obligations under this Agreement. In the event of termination of this Agreement by reason of death or disability, the Superintendent's estate shall be paid his compensation to and including the month of death or, in the event of disability, the Superintendent shall be paid to the last day of the month in which termination occurs. 15. BREACH: In the event that either party claims that the other is guilty of a substantial breach of any of the provisions of this Agreement a conference will be called between the parties and every reasonable effort shall be made to reach an amicable solution. At said conference, either party shall be entitled to have representatives present. Either party shall have thirty {30) days after notice within which to correct any activity or conduct claimed by the other to have constituted a substantial breach of the Agreement. PROFESSIONAL SERVICES AGREEMENT -5- ~s~.~s~ - In the event that either party shall, within said thirty (30) day period, fail to either correct the activity claimed to constitute a substantial breach of this Agreement or notify the other party in writing of their denial of said substantial breach of this Agreement, then, in such event, this Agreement shall cease and terminate as of the expiration of said thirty (30) day period. 16. NOTICE: Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered or certified mail. In the case of the Superintendent, it shall be sent to his residence at: 104 NE Buckeye Lane, Bremerton, Washington 98311, and in the case of the City: Bremerton City Clerk, 239 Fourth Street, Bremerton, Washington 98337. 17. APPLICABLE L~2~: This Agreement shall be controlled by the laws of the State of Washington. Superintendent shall perform and comply with all applicable laws of the United States and the State of Washington; the Charter, Municipal Code and Ordinances of the City of Bremerton; and rules, regulations, order and directives of their administrative agencies and the officers thereof. 18. S~ILITX: The invalidity or unforceability of any provision hereof shall, in no way, affect the validity or enforceability of any other provision. 19. ~: 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. 20. ~ODIFIC2~TION: Any waiver, alteration or modification of any of the provisions of this Agreement or cancellation or replacement of this Agreement shall not be valid unless in writing and signed by the parties. 21. E~TI~TX: This Agreement, including the exhibits attached hereto and forming a part hereof, if any, are all of the covenants, promises, agreements and conditions, either oral or written, between the parties. 22. P~DI~S: 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. PROFESSIONAL SERVICES AGREEMENT -6- GREENS1.PSA - 10/21/98 23. LICENSES: Superintendent shall secure and maintain, in full force and effect during the term of this Agreement, all required licenses, permits and similar legal authorizations and comply with all requirements thereof. 24. USE OF FACILITIES/~ND EQUIPMENT: The Superintendent and his employees shall use the facilities herein described for those purposes and only for those purposes enumerated herein and other complex related maintenance items, and for no personal uses. 25. FIDELITY BOND: Superintendent shall enter into an honesty and fidelity bond in the sum of Ten Thousand Dollars ($10,000.00), naming the City as the insured thereunder. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. Date EDWARD G. FAULK CITY OF BREMERTON Date LY~ HORTON, Mayor DEPA ~TAL~ ~ PENCER, ~k~rks and Recreation Director ,~/; ~WED AS TO~ORM: ~GLEi ~JMALANC~, City Attorney TCH~IVED FOR FILING: ;LUSKEY, ~ity Clerk PROFESSIONAL SERVICES AGREEMENT -7- GREENS1.PSA - 10/21/98 PROFESSIONAL SERVICES AGREEMENT Greens Superintendent THIS AGREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and Edward G. Faulk, (hereinafter referred to as "Superintendent"). W I TN E S SETH: 1. Duties: The City hereby agrees to retain the Superintendent to maintain and improve the Gold Mountain Golf Complex grounds, to include clubhouse grounds and surrounding areas, and through his efforts to have the condition of the Gold Mountain Golf Complex in as good condition as possible, subject to budgetary and environmental limitations within which the Superintendent must perform this work. The Superintendent does agree to conform to the generally accepted standards and practices of similar golf courses in the Western Washington region. It is understood that the Superintendent will be a member of the Golf Course Superintendent's Association of America, the Western Washington Golf Course Superintendent's Association and the Northwest Turf Grass Association and membership fees shall be paid by the City at City expense. The City also agrees to cover all related and reasonable costs associated with the Superintendent's attendance at the annual meetings and conferences of these three organizations. 2. TERM: This Agreement shall commence on the date fully executed and terminate on December 31, 1999. This Agreement will automatically renew itself for one (1) year, unless written notice to the contrary is given by either party at least sixty (60) days prior to December 31, 1999. $. COMPENSATION: For the period of October 1, 1996 through December 31, 1996, the Superintendent shall be paid Twelve Thousand Five Hundred Dollars ($12,500). Beginning January 1, 1997, the Superintendent shall be paid Fifty Thousand Dollars ($50,000.00) annually with an annual increase of 3.5%. In addition, beginning in 1997, the Superintendent shall receive an incentive bonus at the end of the calendar year equal to ten percent (10%) of the number of rounds in excess of the annual round values shown below times the average cost (less tax} per round on the respective course. At no time shall the incentive bonus exceed Twenty Thousand Dollars ($20,000) per year. Rounds per Year Course 1997 1998 1999 Cascade 65,000 65,000 65,000 Olympic 37,500 45,000 55,000 The City shall reimburse salaries and employee contributions for PROFESSIONAL SERVICES AGREEMENT --1-- GRE£NS.PSA - Disk 1 - 8/27/96 employees of the Superintendent under paragraph 12, training costs, association membership dues, and operating expenses all as approved by the Department through the City purchasing procedure. City shall also pay the cost of medical insurance premiums for Superintendent and dependents. 4. PURCHASING: The Superintendent agrees to stay within the annual maintenance budget recommended by the Board of Directors and approved by the City Council. The Superintendent agrees that this budget shall be utilized for the purpose of employing the Superintendent's personnel, purchase of liability insurance, and purchase of supplies and materials necessary to maintain the Gold Mountain Golf Complex. The Superintendent shall comply with all audit%ng and accounting requirements set forth by the City of Bremerton. The Superintendent's books and records shall be open to inspection at any time during normal business hours. It is agreed by the Superintendent that he shall operate through the Office of the Director of Parks and Recreation of the City of Bremerton for all purchasing requests. Ail supplies, capital and equipment expenditures shall be the responsibility of the Parks and Recreation Department. 5. FACILITIES AND EQUIPMENT: The Superintendent shall have the use of the owner's maintenance complex at Gold Mountain for the duration of this Agreement, at no cost to the Superintendent. The Superintendent agrees to keep the building in a clean and orderly condition throughout the term of this Agreement. The Superintendent agrees to make necessary minor repairs to the maintenance building. In the event of major damage or destruction to the maintenance building that is not the responsibility of the Superintendent, the City agrees to repair or replace said building. City shall indemnify and Hold Harmless Superintendent for any liability for work violations resulting from inadequate building facilities. Superintendent shall promptly notify Parks and Recreation Department of any building defects. The golf course equipment including, but not limited to, the irrigation system, drainage and lighting systems, benches, trash receptacles, flag sticks, ball washers and maintenance equipment shall be provided by the City and be maintained in good working condition by the Superintendent, and shall remain the property of the City. The Superintendent agrees to maintain the irrigation system in good working condition. It is understood and agreed that the Superintendent shall not be responsible for or required to repair any major loss, damage, or destruction to the landscaping, building or equipment not resulting from the negligent acts or omissions of the Superintendent or any person acting through the Superintendent. Major damage or destruction shall mean any damage or destruction which shall cost more than One Hundred Dollars ($100.00) to repair. Nothing contained in this Agreement shall be construed to impose a duty upon the City to repair or rebuild unless specifically provided herein. PROFESSIONAL SERVICES AGREEMENT -2- GREENS.PSA - Disk 1 - 8/27/96 Unless specifically provided otherwise herein, all equipment for maintaining the golf complex, as specified in this Agreement, shall be provided by the City. The City will provide a vehicle to the Superintendent for course maintenance and commuting which may include incidental personal stops. 6. STATUS: The Superintendent is an independent contractor and neither the Superintendent, nor the City, shall have the right to act for or on behalf of the other or to incur debts binding on the other for any purpose. The Superintendent shall supervise and direct the work as provided for in this Agreement, using his best skills and attention. From the perspective of grounds safety and turf condition, the Superintendent shall have the sole authority to declare when the courses are open for golf play and when golf carts will be allowed on the courses. Any maintenance practices or renovation projects that would disrupt play will be mutually agreed upon by the Superintendent, Golf Professional and Director of Parks and Recreation. The Superintendent and Professional shall mutually agree upon the open and start of play daily. The Superintendent shall be solely responsible for the means, methods, techniques, sequences and procedures for coordinating all portions of the work contemplated by this Agreement. 7. INBUR~NCE~ Superintendent agrees to purchase, out of his annual operating budget as defined above, a policy of insurance which shall protect him and his employees from any loss caused by property damage or personal injury at the golf complex. Said insurance policy shall be in the amount of One Million Dollars ($1,000,000.00) for each occurrence. The Superintendent agrees that said insurance shall name the City of Bremerton as an additional insured. A copy of the certificate shall be required to be kept on file with the City Risk Manager. S. SUPERVISION: Superintendent shall report directly to the Parks and Recreation Director and shall cooperate and work closely with the Golf Professional. In those situations where conflict of interests arise, the situation will be brought immediately before the Parks and Recreation Director for resolution. 9, COMMITMENT: Superintendent shall devote his time, attention and energies to performance of his duties for the City during the term of this Agreement on a full time basis. ~0. LIENS AND INSOLVENCY: The Superintendent shall not allow any property of the City to become encumbered with liens of any sort by reason of his action or omission. Lb. INDE~4NITY: The Superintendent agrees to defend, indemnify and save harmless the City, its appointed and elected officers add employees, from and against any and all liability, loss, costs, damage and expense, 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 therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have PROFESSIONAL SERVICES AGREEMENT -3- GREENS.PSA - Dl~k 1 - 8/27/96 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 negligence of Superintendent, his subcontractors, agents, successors or assigns. This provision shall be inapplicable to the extent that the City is judicially found solely negligent for such damage or injury. lZ. EMPLOYEES: It is agreed and understood that the Superintendent shall be the only person responsible for the hiring and firing of his employees. The City shall reimburse for payroll, payroll taxes, FICA, federal taxes, workers compensation, Labor & Industry and medical insurance premiums. 13. NONDISCRIMINATION: Superintendent shall not discriminate in the employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status or disability, except employment actions based on a bona fide occupational qualification. 14. TERMINATION: This Agreement will terminate upon the happening of any of the following events: a. Upon its normal termination if not renewed. b. Upon the death of the Superintendent. c. Upon twenty (20) days written notice by the City of termination for good and sufficient cause, including, but not limited to, the following: i. The physical disability of the Superintendent which substantially prevents the Superintendent from performing his duties for a continuous period of one (1) month or for an aggregate of three (3) months during each calendar year. ii. Continuing inattention or neglect of duties. iii. Suspension from those associations listed under paragraph 1 for more than thirty (30) days. iv. Conviction of a gross misdemeanor or felony. v. Major damage or destruction of the golf complex 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 Superintendent from substantially performing his obligations under this Agreement. In the event of termination of this Agreement by reason of death or disability, the Superintendent's estate shall be paid his compensation to and including the month of death or, in the event of disability, the Superintendent shall be paid to the last day of the month in which PROFESSIONAL SERVICES AGREEMENT -4- GREENS.PSA - Disk 1 - 8/27/96 termination occurs. 15. BREACH: In the event that either party claims that the other is guilty of a substantial breach of any of the provisions of this Agreement a conference will be called between the parties and every reasonable effort shall be made to reach an amicable solution. At said conference, either party shall be entitled to have representatives present. Either party shall have thirty (30) days after notice within which to correct any activity or conduct claimed by the other to have constituted a substantial breach of the Agreement. In the event that either party shall, within said thirty (30) day period, fail to either correct the activity claimed to constitute a substantial breach of this Agreement or notify the other party in writing of their denial of said substantial breach of this Agreement, then, in such event, this Agreement shall cease and terminate as of the expiration of said thirty (30) day period. 16. NOTICE: Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered or certified mail. In the case of the Superintendent, it shall be sent to his residence at: 104 N.E. Buckeye Lane, Bremerton, Washington 98311, and in the case of the City: Bremerton City Clerk, 239 Fourth Street, Bremerton, Washington 98337. 17. APPLICABLE LAW: This Agreement shall be controlled by the laws of the State of Washington. Superintendent shall perform and comply with all applicable laws of the United States and the State of Washington; the Charter, Municipal Code and Ordinances of the City of Bremerton; and rules, regulations, order and directives of their administrative agencies and the officers thereof. 18. SEVERABILITY: The invalidity or unforceability of any provision hereof shall, in no way, affect the validity or enforceability of any other provision. 19. 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. 20. MODIFICATION: Any waiver, alteration or modification of any of the provisions of this Agreement or cancellation or replacement of this Agreement shall not be valid unless in writing and signed by the parties. 21. ENTIRETY: This Agreement, including the exhibits attached hereto and forming a part hereof, if any, are all of the covenants, promises, agreements and conditions, either oral or written, between the parties. 22. REMEDIES: Rights under this Agreement are cumulative; the PROFESSIONAL SERVICES AGREEMENT -5- GREENS.PSA - Disk ] - 8/27/96 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. Z3. LICENSES: Superintendent shall secure and maintain, in full force and effect during the term of this Agreement, all required licenses, permits and similar legal authorizations and comply with all requirements thereof. 24. USE OF FACILITIES AND EQUIPMENT: The Superintendent and his employees shall use the facilities herein described for those purposes and only for those purposes enumerated herein and other complex related maintenance items, and for no personal uses. 25. FIDELITY BOND: Superintendent shall enter into an honesty and fidelity bond in the sum of Ten Thousand Dollars ($10,000.00), naming the City as the insured thereunder. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. v Date W--ARD G.- FAUL%~ CITY OF BREMERTON Date LYNN HORTON, Mayor ATTEST: KATHLEEN McCLUSKEY, Clerk I~ R. S~VERS, City Attorney PROFESSIONAL SERVICES AGREEMENT -6- GREENS.PSA - Disk 1 - 8/27/96