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4276
ALEXANDER, SCOTT & MATHENY, DARYL
Golf Professionals
Parks
LEG 12-1
01/01/2002
03/30/2007
02/15/2009
01/01/2009
See contract for other compensation 5 yr renew
option Amendment #1-6/04 #2-2/06 #3-12/06 #4-1/07
#5-3/07
Compensation waiver 12/05
New Agreement 1/07
FIFTH AMENDMENT TO AGREEMENT
BETWEEN THE CITY OF BREMERTON AND
SCOTT ALEXANDER AND DARYL MATHENY
WHEREAS, the City of Bremerton ("City") and Scott Alexander and Daryl
Matheny ("Professionals") entered into a Professional Services Agreement dated May 15,
2002 (the "Agreement") for professional services relating to the Gold Mountain Golf
complex; and
WHEREAS, the City and Professionals amended the Agreement on June 24,2004,
February 13, 2006, December 29,2006, and January 18, 2007; and
WHEREAS, the parties desire to amend the Agreement to extend the term through
December 31,2007;
NOW THEREFORE, for mutual consideration, City and Professionals agree as
follows:
A. This Fifth Amendment to Agreement specifically amends the Professional
Services Agreement dated May 15, 2002 (the "Agreement") entered into between the City
and Professionals as amended on June 24, 2004, February 13, 2006, December 29, 2006,
and January 18, 2007 as follows:
1. Section 3 of the Agreement entitled "Term", as amended in the
Third Amendment to Agreement, is amended to extend the termination date to June 30,
2007. The term of this Agreement may be extended for two additional three month terms
upon the written agreement of the Professionals and of the City upon the concurrence of
both the Financial Services Director and Parks and Recreation Director.
2. Section 4 of the Agreement entitled "Duties of the Professional";
Subsection L is amended to read as follows:
L. Professionals must provide a course marshal a minimum of
346 hours per week for the months of May through September, 148 hours
per week for the months of March, April and November, and seven hours
per week for the months of November and December. forty (10) hours per
week for the months of October through February, and 80 hours per week
for the months of March through September. In case of extended periods of
inclement weather, this requirement can be waived by mutual agreement of
the Director of Parks and Recreation and the Professionals. In such case, the
compensation will be adjusted accordingly.
3. Section 7 of the Agreement entitled "Compensation" IS hereby
amended to increase compensation as follows:
In consideration for the additional services provided by Professionals in
Section 2 above, City shall pay Professionals additional compensation as follows:
(a) For the months of May through September, $5,454.00 per
month
(b) For the months of March, April and October, $2,293.00 per
month
(c) For the months of November and December, $192.00 per
month
Payments shall be made weekly no later than the month following the
month of services, which payment shall be added to the base compensation paid to
Professionals in Section 7 of this Agreement.
B. The parties agree that the Professionals shall work with the City to address
the cash receipting issues addressed by the State Auditor in its management letter dated
September 18, 2006.
C. All remaining provisions in the Agreement, including the remaining terms
contained in Paragraph 3 of the Agreement shall remain in full force and effect except as
expressly modified by this document.
D. This Fifth Amendment to Agreement will become a supplement of the
Agreement and all provisions will apply hereto.
E. The parties whose names appear below represent that they are authorized to
enter into this amendment and that is binding on the parties.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to
Agreement on the day and year as indicated.
SCOTT AL~tANDEL
~ ClLViM
DATE:3/3~ /e 7
ON
DlIlII/~NY
DATE ~oJ07
Cary Bozem~n, Mayor
DATE: .y/~/o 7
S TO FORM:
R:\Legal\LegaJ\Contracts\P ARKS\Golf Pro PSA-Mod5.doc
2
Vendor
Subject
Department
Status Code
Amount
Begin Date
End Date
Review Date
Insurance
Comments
Contract Number ,4276
ALEXANDER, SCOTT & MATHENY, DARYL
Golf Professionals
Parks
PRO File Class LEG 12-1
$1200000.00
01/01/2002
03/31/2007
03/01/2007
GL
AL
E&O
$2000000.00
$
$
Insurc:mce Total
Insurance Review Date
$2000000.00
02/01/2007
See contract for other compensation 5 yr renew
option Amendment #1-6/04 #2-2/06 #3-12/06 #4-1/07
Compensation waiver 12/05
FOURTH AMENDMENT TO AGREEMENT
BETWEEN THE CITY OF BREMERTON AND
SCOTT ALEXANDER AND DARYL MATHENY
WHEREAS, the City of Bremerton ("City") and Scott Alexander and Daryl
Matheny ("Professionals") entered into a Professional Services Agreement dated May 15,
2002 (the "Agreement") for professional services relating to the Gold Mountain Golf
complex; and
.... WHEREAS, the City and Professionals amended the Agreement on June 24,
2004, February 13,2006, and December 29, 2006;a,pd
WHEREAS, the parties desire to further amend the Agreement to provide for
potential payment in the event circumstances require the closure of the course or portions
thereof for events that may result in the loss of greens fees;
NOW THEREFORE, for mutual consideration, City and Professionals agree as
follows;
A. This Fourth Amendment to Agreement specifically amends the
Professional Services Agreement dated May 15, 2002 (the "Agreement") entered into
between the City and Professionals as amended on June 24, 2004, February 13, 2006, and
December 29, 2006.
B. Paragraph 7 of the Agreement entitled "Compensation" is amended to read
as follows:
7. Compensation. The Professionals shall be paid for their services the
annual sum of one million two hundred thousand dollars ($1,200,000.00); plus ten
percent (10%) of the greens fees and private cart fees revenue, net of sales tax, in excess
of $2,000,000.00; plus ninety four percent (94%) of food and beverage revenue, net of
sales tax, in excess of $1,000,000.00. However, in no event shall the total compensation
paid to Professionals exceed two million four hundred thousand dollars ($2,400,000.00).
The compensation shall be paid in weekly installments. Each weekly payment will be in
an amount equal to $3,846 plus the gross food and beverage revenue, net of sales tax for
the week. When the total food and beverage sales, net of sales tax reach $1,000,000.00
for the year, the weekly payments to the Professionals shall be as described above except
that the food and beverage component of each weekly payment shall be equal to 94% of
that weeks' food and beverage revenue, net of sales tax. Final reconciliation and payment
for each year will be made by January 31 5t of the following year.
(a) Special one-time payment related to USGA 2006 Amateur Public
Links Tournament. The Professionals shall be paid a one-time payment in the amount
of$19,500, to be paid when invoiced, as and for compensation for administrative
management of the 2006 Amateur Public Links Tournament. This additional
compensation shall be paid in 26 equal installments of $750.00 each week beginning the
first week of February, 2006. These payments will be made in conjunction with the
current invoicing any payments made under the Agreement.
(b) In the event circumstances require the closure of the course or portions
thereof for events that may result in the loss of greens fees, the Director of Parks and
Recreation may approve, in advance of the closure and in writing, an amount
representing potential greens fees lost as a consequence of the course closure. This
amount shall be used to determine what amount, if any, shall be paid to the Professionals
pursuant to paragraph 7. All payments, if any, pursuant to this section shall be subject to
the terms and conditions of paragraph 7. Any amount pursuant to this section will be
included in the Final reconciliation and payment as provided in paragraph 7 of this
Agreement.
c. All provisions in the Agreement shall remain in full force and effect
except as expressly modified by this document.
D. This Fourth Amendment to Agreement will become a supplement of the
Agreement and all provisions will apply hereto.
F. The parties whose names appear below represent that they are authorized
to enter into this amen.<4nent that is binding on the parties.
IN WITNESS 'WHEREOF, the parties have executed this Second Amendment to
Agreement on the day and year as indicated.
P ALEXANDER
(\Q,'1al~
DATE:~01
T~~ON
By Carv Bozeman
~
Its Mayor
D~THENV
DATE:~
DATE:~-I~-Ol
APPROVED AS TO FORM:
~i:y
R:\Lega1\Legal\Contracts\P ARKS\Golf Pro PSA-Mod4.doc
Vendor
Subject
Department
Status Code
Amount
Begin Date
End Date
Review Date
Insurance
Comments
Contract Number 4276
ALEXANDER, SCOTT & MATHENY, DARYL
Golf Professionals
Parks
Pro File Class LEG 12-1
$1200000.00
01/01/2002
03/31/2007
03/01/2007
GL
AL
E&O
$2000000.00
$
$
Insurance Total
Insurance Review Date
$2000000.00
02/01/2007
5 yr renew
#3-12/06
See contract for other compensation
option Amendment #1-6/04 #2-2/06
Compensation waiver 12/05
THIRD AMENDMENT TO AGREEMENT
BETWEEN THE CITY OF BREMERTON AND
SCOTT ALEXANDER AND DARYL MATHENY
WHEREAS, the City of Bremerton ("City") and Scott Alexander and Daryl Matheny
("Professionals") entered into a Professional Services Agreement dated May 15, 2002 (the
"Agreement") for professional services relating to the Gold Mountain Golf complex; and
WHEREAS, the City and Professionals amended the Agreement on June 24, 2004 and on
February 13, 2006; and
WHEREAS, the parties desire to amend the Agreement to extend the term for an
additional 90 days;
NOW THEREFORE, for mutual consideration, City and Professionals agree as follows:
A. This Third Amendment to Agreement specifically amends the Professional
Services Agreement dated May 15, 2002 (the "Agreement") entered into between the City and
Professionals as amended on June 24,2004 and February 13,2006.
B. Paragraph 3 of the Agreement entitled "Term" is amended to extend termination
date to March 31,2007. ,.)
C. All remaining proVISIOns in the Agreement, including the remammg terms
contained in Paragraph 3 of the Agreement shall remain in full force and effect except as
expressly modified by this document.
D. This Third Amendment to Agreement will become a supplement of the
Agreement and all provisions will apply hereto.
F. The parties whose names appear below represent that they are authorized to enter
into this amendment and that is binding on the parties.
IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Agreement on the day and year as indicated.
SCOTT ALEXANDER
~~.~
TON
DATE:
/2./ Z41 /0 f;.
Cary Boze h Mhor
DATE: 12. '2..'" oe-
o ,
DARYL MATHENY
1/7Z1rl!f1t ~
DATE: L81;;1.~ ~
D AS TO FORM:
~
R:lLegallLegaIIContracts\P ARKSIGolf Pro PSA-Mod3.doc
+-----------------------------------------------~--------------------------+
+Enter Search Criteria, Press Esc Key to Transmit +
+Press Del Key to Terminate Delete Mode +
+ CHANGE Contract Transactions +
+ Contract Number 4276 +
+ +
+vendor Name ALEXANDER, SCOTT & MATHENY, DARYL +
+Subject GOLF PROFESSIONALS +
+Department PARKS +
+Status Code PRO +
+ Amount $1200000.00 +
+ Begin Date 01/01/2002 +
+ Insurance End Date 12/31/2006 +
+ Type Amount Review Date 07/01/2006 +
+ GL $2000000.00 +
+ +
+ +
+ Insurance Total $2000000.00 +
+ Insurance Review Date 02/01/2007 +
+ +
+ Comments SEE CONTRACT FOR OTHER COMPENSATION 5 YR RENEW OPTION +
+ AMENDED #1-6/04 #2-2/06 COMPENSATION WAIVER 12/05 +
+ +
+--------------------------------------------------------------------~-----+
SECOND AMENDMENT TO AGREEMENT
BETWEEN THE CITY OF BREMERTON AND
SCOTT ALEXANDER AND DARYL MATHENY
WHEREAS, the City of Bremerton ("City") and Scott Alexander and Daryl Matheny
("Professionals") entered into a Professional Services Agreement dated May 15, 2002 (the
"Agreement") for professional services relating to the Gold Mountain Golf complex; and
WHEREAS, the City and Professionals amended the Agreement on June 24, 2004 with a
document entitled "Agreement Modification"; and
WHEREAS, the USGA 2006 Amateur Public Links Tournament will be held' at the Gold
Mountain Golf complex resulting in additional costs to Professionals to manage the facilities; and
WHEREAS, the parties desire to amend the Agreement to provide a one time payment to
cover Professionals cost for additional staffing for the 2006 Amateur Public Links Tournament,
NOW THEREFORE, for mutual consideration, City and Professionals agree as follows;
A. This Second Amendment to Agreement specifically amends the Professional
Services Agreement dated May 15, 2002 (the "Agreement") entered into between the City and ___
Professionals as amended on June 24, 2004.
B.
follows:
Paragraph 7 of the Agreement entitled "Compensation" is amended to read as
7. Compensation. The Professionals shall be paid for their services the annual sum of
one million two hundred thousand dollars ($1,200,000.00); plus ten percent (10%) of the greens
fees and private cart fees revenue, net of sales tax, in excess of $2,000,000.00; plus ninety four
percent (94%) of food and beverage revenue, net of sales tax, in excess of$I,OOO,OOO.OO. However,
in no event shall the total compensation paid to Professionals exceed two million four hundred
thousand dollars ($2,400,000.00). The compensation shall be paid in weekly installments. Each
weekly payment will be in an amount equal to $3,846 plus the gross food and beverage revenue, net
of sales tax for the week. When the total food and beverage sales, net of sales tax reach
$1,000,000.00 for the year, the weekly payments to the Professionals shall be as described above
except that the food and beverage component of each weekly payment shall be equal to 94% ofthat
weeks' food and beverage revenue, net of sales tax. Final reconciliation and payment for each year
will be made by January 31 st of the following year.
(a) Special one-time payment related to USGA 2006 Amateur Public Links
Tournament. The Professionals shall be paid a one-time payment in the amount of$19,500, to be
paid when invoiced, as and for compensation for administrative management of the 2006 Amateur
Public Links Tournament. This additional compensation shall be paid in 26 equal installments of
$750.00 each week beginning the first week of February, 2006. These payments will be made in
conjunction with the current invoicing any payments made under the Agreement.
CONTRACT MODIFICATION
Project Number:
1
c. All provisions in the Agreement shall remain in full force and effect except as
expressly modified by this document.
D. The Professionals approve the foregoing Second amendment to Agreement as to the
changes in the compensation specified for the additional services related to the USGA 2006
Amateur Public Links Tournament, including any and all supervision costs and other miscellaneous
costs relating to the change in work due to said amendment.
E. This Second Amendment to Agreement will become a supplement of the Agreement
and all provisions will apply hereto.
F. The parties whose names appear below represent that they are authorized to enter
into this amendment that is binding on the parties.
IN WITNESS WHEREOF, the parties have executed this Second Amendment to Agreement
on the day and year as indicated.
SCOTT ALEXANDER
~~o~
By
Its
DATE: IlL /~"
DATE:
~-17,-~
DARYL MATHENY
D~1Jrr
APPROVED AS TO FORM:
R:\Legal\\Contracts\P ARKS\GolfPro PSA-Mod2.doc
CONTRACT MODIFICATION
Project Number:
2
+--------------------------------------------------------------------------+
+Enter Search Criteria, Press Esc Key to Transmit +
+Press Del Key to Terminate Delete Mode +
=1= CHANGE Contract Transactions +
- - Contract Number 4276 - -
- - --
=l=Vendor Name ALEXANDER, SCOTT & MATHENY, DARYL - -
: 'Subj ect GOLF PROFESSIONALS - -
: ,Department PARKS =1=
:.Status Code PRO - -
T Amount $1200000.00 ==
+ Begin Date 01/01/2002 ==
+ Insurance End Date 12/31/2006 =1=
+ Type Amount Review Date 01/01/2006 ==
+ GL $2000000.00 - -
+ --
+ - -
+ Insurance Total $2000000.00 ;=
+ Insurance Review Date 02/01/2006 =1=
+ - -
+ Comments SEE CONTRACT FOR OTHER COMPENSATION 5 YR RENEW OPTION - -
+ MODIFICATION 6/04 WAIVER-ADDITIONAL COMPENSATION 12/05 - -
+ - -
+--------------------------------------------------------------------------+
I \:I~~~':M]E~~i~~~:>:5!QAIY~,I3,Q~BI~H!~:fQEQtg~fi~~sQ~M~~~~t.fIQ~'~:2,~ .",' >"'''',,, "",/)~"",c"".". '^-".,_.~". ."".--..". ", "'>":,J~aQ~IJ
WAIVER OF RIGHTS TO ADDmONAL COMPENSATION
I. RECITALS
The City of Bremerton (''City'') and Scott Alexander and Daryl Matheny ("Professionals")
are parties to a Professional Services Agreement ("PSA") dated May 15, 2002. The
Professionals have agreed to waive, for the limited purpose set forth in this waiver, certain
rights that may exist under the provisions of the PSA The City and Professionals have
agreed upon the'terms and conditions set forth in this Waiver.
II. WAIVER
I, Scott Alexander, having had the opportunity to consult with legal counsel and being
:fully informed, do hereby freely and voluntarily waive any right or claim that the City owes
the Professionals any additional compensation, over and above payments made to date,
under Section 7 ''Compensation'' of the PSA for the years 2002, and 2003.
I, Daryl Matheny, having had the opportunity to consult with legal coUl1sel and being fully
informed, do hereby freely and voluntarily waive any right or claim that the City owes the
Professionals any additional compensation, over and above payments made to date, under
Section 7 "Compensation" of the PSA lbt the ye..-s ~ -
By: Cary Bozeman, Mayor Date
U~o.J- 1"2./ 0 ~ (0 )
Scott Alexander D~te
/frft_---- ll/~ !o~
(:J
Daryl Matheny,' Date
APPROVED AS TO FORM:
/f ~L-
Roger A. LubO 'ch, City Attorney
':) i
+--------------------------------------------------------------------------+
=I~nter Search Criteria, Press Esc Key to Transmit "
'~ress Del Key to Terminate Delete Mode +
.. CHANGE Contract Transactions H
.. Contract Number 4276 ..
.. ..
. 'Vendor Name ALEXANDER, SCOTT & MATHENY, DARYL ..
. 'Subj ect GOLF PROFESSIONALS H
. 'Department PARKS ..
. 'Status Code PRO T
.. Amount $1200000.00 "
.. Begin Date 01/01/2002 +
.. Insurance End Date 12/31/2006 ..
.. Type Amount Review Date 01/01/2006 ..
H GL $2000000.00 ..
.. AL $1000000.00 ..
.. H
.. Insurance Total $3000000.00 ..
H Insurance Review Date 06/01/2004 ..
.,. ..
t Comments SEE CONTRACT FOR OTHER COMPENSATION 5 YR RENEWAL OPTION..
AGREEMENT MODIFICATION 6/04 .,
" "
+--------------------------------------------------------------------------+
AGREEMENT MODIFICATION
This Agreement Modification amends two agreements ("the Agreements") between the City of
Bremerton ("City") and Scott Alexander and Daryl Matheny ("Professionals" or "Tenants")
related to the operation of the Gold Mountain Golf Complex:
1. Professional Services Agreement dated May 15, 2002 ("PSA"); and
2. Lease Agreement dated May 15, 2002 ("Lease").
Recitals:
1. At the time of the execution of the Agreements it was intended that the City receive
six percent (6%) of the gross revenue from golf cart rentals.
2. The Professionals own the golf carts, and it was intended that they retain the
remainder of the golf cart revenue (94%). This intent is reflected in Paragraph 7 of
the PSA.
3. Because the Professionals own the golf carts, and are being compensated based on a
percentage of the carts use, the Professionals incur an additional, unintended "double"
tax liability.
4. In order to correct this problem, the parties intend to remove this measure of
compensation from the PSA, and include in the Lease a provision providing for the
City receiving six percent (6 %) of the gross revenue from golf cart rentals.
5. This Agreement Modification is only intended to correct an error in the Agreements.
It is not intended to change any substantive right, obligation or financial obligation
under the Agreements.
Therefore, by mutual consent of the parties, the modifications to the Agreements are as follows:
Paragraph 7 of the Lease shall be replaced with:
7. Rent: Tenant shall be obligated to pay a base rent of thirty-three thousand dollars
($33,000) per year payable $4,750 on January 1, $11,750 on April 1, $11,750 on July 1, and
$4,750 on October 1 of each year during the term of this lease. In addition, the Tenant shall pay,
as additional rent, six percent (6%) of the gross revenue from the golf cart rental and eight (8%)
of the gross revenues from driving range fees. These amounts shall be paid quarterly or the
preceding quarter, payable on April 15, July 15, October 15 and January 15. Tenant shall
provide a quarterly accounting to the Landlord of all "gross revenues" at the same time it makes
the quarterly payment. The Landlord reserves the right to inspect the financial statements and
records of the Tenant at any reasonable time and may require accounting to be performed in
accordance with Landlord audit standards.
AGREEMENT MODIFICATION 1
Paragraph 7 of the PSA shall be replaced with:
7. Compensation: The Professionals shall be paid for their services the annual sum of one
million two hundred thousand dollars ($1,200,000.00); plus ten percent (10%) of the greens fees
and private cart fees revenue, net of sales tax, in excess of $2,000,000.00; plus ninety four
percent (94%) of food and beverage revenue, net of sales tax, in excess of $1,000,000.00.
However, in no event shall the total compensation paid to Professionals exceed two million four
hundred thousand dollars ($2,400,000.00). The compensation shall be paid in weekly
installments. Each weekly payment will be in an amount equal to $3,846 plus the gross food and
beverage revenue, net of sales tax for the week. When the total food and beverage sales, net of
sales tax reach $1,000,000.00 for the year, the weekly payments to the Professionals shall be as
described above except that the food and beverage component of each weekly payment shall be
equal to 94% of that weeks' food and beverage revenue, net of sales tax. Final reconciliation and
payment for each year will be made by January 31st of the following year.
The parties accept all requirements of this Agreement Modification by endorsing below.
This document will become a supplement of the Agreements and all provisions will apply hereto.
It is understood that this Agreement Modification shall be effective when approved by the City
of Bremerton.
The parties whose names appear below warrant that they are authorized to enter into these
modifications that are binding on the parties to these Agreements.
IN WITNESS WHEREOF, the parties have executed this Agreement Modification on the day
and year first written above.
PROFESSIONALS/TENANTS
Scott Alexander/0t c/ By: Cary Bozeman, Mayor
DATE: (O/zt'/ DATE: 6- 7- Oq
Notary Acknowledgment on Next Page
AGREEMENT MODIFICATION 2
STATE OF WASHINGTON )
) SS.
COUNTY OF KITSAP )
I certify that I know or have satisfactory evidence that SCOTT ALEXANDER and
DARYL MATHENY are the persons who appeared before me, and acknowledged that they
signed this instrument, on oath, stated that they were authorized to execute the instrument and
acknowled~eir free and voluntary act for the uses and purposes mentioned in the
,/
'4~,'~'S'4~?~ Print Name: ~/~,,--~] Z
-~'~ My appointment expires: ~b"-/~'- 0 6,
STATE OF WASHINGTON )
COUNTY OF KITSAP )
I certify that I know or have satisfactory evidence that CARY BOZEMAN is the person
who appeared before me, and acknowledged that he signed this instrument, on oath, stated that
he was authorized to execute the instrument and acknowledged it, as the Mayor of the City of
Bremerton, to be the free and voluntary act of such party for the uses and purposes mentioned in
the instrument.
DA~__
N OTTLlS,~r PUl~i~i C ..... y
~~ My appointment expi~s: ~
APPROVED AS TO FORM: ATTEST:
Brelt~on City Attorney '~ty Clerl~/' - ' '"
R:\LEGAL\Contracts~PARKS~2004.06,04 Gold Mtn PSA Lease Mod.doc
AGREEMENT MODIFICATION 3
+Enter Search Criteria, Press Esc Key to Transmit
Press Del Key to Terminate Delete Mode
CHANGE Contract Transactions
Contract Number 4276
+
~Vendor Name ALEXANDER, SCOTT & MATHENY, DARYL
+Subject GOLF PROFESSIONALS
Department PARKS
Status Code PRO
Amount $1200000.00
Begin Date 01/01/2002
Insurance End Date 12/31/2006
Type Amount Review Date 01/01/2006
GL $2000000.00
AL $1000000.00
+
I Insurance Total $3000000.00 ~
Insurance Review Date 06/01/2004
iComments SEE CONTRACT FOR OTHER COMPENSATION
OPTION TO RENEW FOR ADDITIONAL 5 YEARS
PROFESSIONAL SERVICES AGREEMENT
1. Date and Parties. This Agreement, for reference purposes only, is dated the
day of v~e,,4_ ,, 2002 and is entered into by and between the CITY OF
BREMERTON, hereinafter refen'ed to as "City", and SCOTT ALEXANDER and DARYL
MATHENY, hereinafter referred to as "Professionals".
2. General Recital~. The Parties hereto have simultaneously executed a
document entitled "Lease Agreement" relating to the lease to the Professionals of a certain
portion of the Gold Mountain Golf Complex (the 'Lease"). It is the intent of this Agreement to
have the Professionals serve as the Gold Mountain Golf Complex golf professionals, in
accordance with the terms and conditions of this Agreement.
3. Term. The City hereby engages the services of the Professionals as the City
Professionals for the golf courses operated by it as the Olympic Course at Gold Mountain and
the Cascade Course at Gold Mountain for a term of five (5) years, commencing on January 1,
2002 and terminating December 31, 2006, dudng which time the Professionals shall be on
active duty at the Gold Mountain Golf Complex. The professionals are hereby granted an
option to renew this Agreement for an additional 5 year term under the same terms and
conditions, which renewal shall occur automatically unless Professionals and/or City provides
written notice no sooner than I January 2006 and not later than 1 July 2006 of its intent to
terminate this Agreement.
4. Dtltles of lhe Profss~ol~l:
A. The Professionals shall devote their attention and energies to the
performance of duties as golf professionals for the City dudng the term of this Agreement.
They shall conduct themselves at all times and in all matters in accordance with the standards
accepted for golf professionals as established by the PGA. The Professionals shall operate
the facilities and programs under their direction and control so that they will meet or exceed the
standard in the industry for public golf courses in the Puget Sound region.
B. In cooperation with the Director of Parks and Recreation and Golf
Complex Board of Directors (the "Golf Complex Board'), the Professionals shall schedule all
golf tournaments and shall initiate and promote golf activities at the Gold Mountain Golf
Complex.
C. Professionals shall report directly to the Director of Parks and Recreation
and work closely with the Greens Superintendent. The Professionals and Greens
Superintendent shall mutually agree upon the open and start of play daily with the Director
resolving any conflicts.
Professional Services Agreement
Gold Mountain Golf Complex
Page 1 of 10
4-9-02
D. The 3fessionals shall attend all meetings the Golf Complex Board.
The Professionals may recommend and submit changes in policies and procedures to the Golf
Complex Board at any regular meeting.
E. The Professionals shall cooperate with the players at the Gold Mountain
Golf Complex, as well as the Golf Complex Advisory Committee and other player organizations
and render professional advice, opinions, assistance and services as required.
F. Professionals shall maintain a good credit rating in all commemial
transactions so as not to discredit the reputation or name of the City of Bremerton.
G. Professionals shall supervise, direct and train a staff to perform duties
and meet requirements for sales, rentals and services which are, in the opinion of the City and
Professionals, necessary. There will be a minimum of three PGA professionals on staff
including the Professionals.
H. Professionals shall operate and maintain a service for the handling,
sales, and leasing of golf equipment and for leasing of certs.
I. Professionals agree to be available to attend regular and special
meetings of the Golf Complex Board, Parks and Recreation Commission and City Council, and
shall be prepared to discuss issues and ideas of interest to the Professionals and City.
J. Professionals shall be responsible to the City for the collection and daily
remittal of all monies at the Golf Complex belonging to the City including, but not limited to
greens fees. Professionals shall provide to the City daily reports of golf activity and receipts in
a format to be provided by the Director of Parks and Recreation and City Treasurer, and shall
structure their accounting system in a method satisfactory and acceptable to the City.
K. Professionals agree to keep the Golf Complex facilities staffed on a daily
basis throughout the year, except that operation on the following days shall be at
Professionals' option: Thanksgiving, Christmas, and days the Greens Superintendent doses
the course due to inclement weather.
L. Professionals must provide a course marshal a minimum of forty (40)
hours per week for the months October through February, and 80 hours per week for the
months of March through September. In case of extended pedods of inclement weather, this
requirement can be waived by mutual agreement of the Director of Parks and Recreation and
the Professionals.
M. Professionals shall supervise all golf activities in connection with outside
parties and shall provide members of the golfing public with adequate services, as may be
required.
N. Professionals shall manage the Clubhouse facilities (other than the
portion reserved for City Staff), as more fully described in paragraph 6 below.
Professional Services Agreement
Gold Mountain Golf Complex
Page 2 of 10
4-9-02
S. Dutkm of the City The City agrees:
A. To fumish and maintain a practice and teaching range.
B. To consider recommended changes in policies and procedures through
its Golf Complex Board and to submit them to the Mayor and Council.
C. To budget and provide janitorial supplies.
D. To budget and provide round-related advertising approved by the
Director of Parks and Recreation.
6. Club House Mlnaaement.
A, The Professionals shall manage the new Gold Mountain Golf Clubhouse
(the 'Clubhouse') for the City. This shall include operating and maintaining the restaurant and
lounge, providing catering for events at the pavilion, and renting the pavilion for private events.
The City shall provide the furniture, fixtures and equipment (UFF&E') currently located in the
Clubhouse; provided, that the Professionals ara providing the FF&E listed in Exhibit A attached
hereto and by reference incorporated herein.
B. The Professionals shall be responsible for the routine maintenance of all
FF&E. Provided, replacement of equipment shall be in the sole discretion of the City and the
City shall arrange for equipment replacement in accordance with available funding. The City is
responsible for kitchen equipment repair over $500.
C. The Professionals shall be responsible for hidng, training and managing
sufficient employees to adequately staff the restaurant and lounge,
D. The Professionals shall determine the menu to be made available. It
shall be comparable to the menu available at other golf clubs in the Northwest Region.
E. The Professionals shall be responsible for obtaining all necessary
licenses and permits for the operation of a restaurant and lounge.
7. Conteensation: The Professionals shall be paid for their services the
annual sum of one million two hundred thousand dollam ($1,200,000.00); plus ten percent
(10%) of greens fees and pdvate cart fees revenue, net of sales tax, in excess of
$2,000,000.00; plus ninety four percent (94%) of food and beverage revenue, net of sales tax,
in excess of $1,000,000; plus 94% of the gross revenue from golf cart rentals, net of sales tax.
However, in no event shall the total compensation paid to Professionals exceed two million
four hundred thousand dollars ($2,400,000). The compensation shall be paid in weekly
installments. Each weekly payment will be in an amount equal to $3,846 plus the gross food
and beverage revenue, net of sales tax for the week, plus 94% of the gross revenue, net of
sales tax from golf cart rentals for the week. When the total food and beverage sales, net of
sales tax, reach $1,000,000 for the year, the weekly payments to the professionals shall be as
described above except that the food and beverage component of each weekly payment shall
Professional Services Agreement
Gold Mountain Golf Complex
Page 3 of 10
4-9-02
be equal to 94% of that weeks food and beverage revenue, net of sales tax. Final
reconciliation and payment for each year will be mede by January 31't of the following year.
Due to the uncertainty of both parties of the food and beverage revenue likely to be
generated in the new clubhouse facilities, the parties agree that the compensation values will
be reviewed for fairness at any time within the first year of this agreement when it appears that
food and beverage revenue, net of sales tax, will be less than $1,000,000 or greater than
$1,500,000 for the year. The parties further agree that, at the end of 12, 24, 36, and 48
months, the compensation value will be reviewed for fairness and possible adjustment;
provided that any adjustment in compensation shall comply with the 'safe harbor~ guidelines
set forth in Revenue Procedure 97-13.
8. Toumament Play. The Professionals shall have the right and are expected to
represent the City of Bremerton in vadous golf tournaments. They shall submit their
tournament schedule for information to the Director of Parks and Recreation. In the event they
qualify, they shall have the right to play in the U.S. Open, Masters, the PGA National
Championship, and the Club Professionals' Championship, or any tour event held locally.
9. Termination. This Agreement will terminate upon the happening of any of the
following events:
A. Upon its normal termination if not renewed.
B. Upon failure to cure following thirty (30) days written notice by the City of
termination for good and sufficient cause including, but not limited to, the following:
i. Continuing inattention or neglect of duties.
ii. Suspension from the PGA for more than thirty (30) days.
iii. Conviction of a gross misdemeanor or felony.
iv. 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 Professionals
from substantially performing their obligation under this Agreement.
C. Any reason specified elsewhere in this Agreement, or the attachments
hereto, that is designated as grounds for termination.
D. Upon termination of the Lease.
E. Upon the death of both Professionals
F. The City shall have the right to terminate this agreement on December
31, 2004 with or without cause upon written notice to the Professionals by September 1, 2004.
If the agreement is renewed for an additional 5 year term, in accordance with the provisions of
paragraph 3 above, then the City shall have the dght to terminate this Agreement on
December 31 2009, with or without cause, upon w~tten notice to the Professionals by
September 1, 2009.
Professional Services Agreement
Gold Mountain Golf Complex
Page 4 of 10
4-9-02
in the event of termination, and at the Professionals' option, the Professionals may elect to
have the City purchase and Professionals sell, all merchandise and clubhouse property of the
Professionals such as televisions at Professionals' cost, less depreciation, and to pay the
same to Professionals, or their representative, within thirty (30) days of the date of the notice
of such election, less any monies owing to the City under the terms of this Agreement or under
the terms of the Lease. Should Professionals simply abandon any items set forth above, they
shall immediately become the property of the City.
10. Breach. In the event that either party claims that the other has breached
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
from notice within which to correct any activity or conduct claimed by the other to have
constituted a substantial breach of this Agreement.
In the event that either party shall, within said thirty (30) day pedod, fail to either correct
the activity claimed to constitute a substantial breach of this Agreement, or notify the other
party in writing 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 pedod.
1t. Notices: All notices under this Agreement shall be in wdting and delivered in
person or sent by registered or certified mail to City in care of Bremerton City Clerk, 239 Fourth
Street, Bremerton, Washington 98337, and to Professionals at P.O. Box 197, Bremerton,
Washington 98312, effective as of the postmark time and date, or to such other place as may
hereafter be designated by either party in writing.
12. Alterations: Professionals shall not make any alterations, additions or
improvements in the Gold Mountain Golf Complex, including the Clubhouse, without first
obtaining the consent of City in wdting, which consent can be withheld at City's sole discretion.
All alterations, additions and improvements, shall be at the sole cost and expense of
Professionals, and shall remain in and be surrendered with the Clubhouse as a part thereof at
the termination of this Agreement except for those improvements and fixtures supplied by the
Professionals which at the time of this Agreement are identified on the attached Exhibit A. If
Professionals shall perform work with the consent of City, as provided above, Professionals
agree to comply with all laws, ordinances rules and regulations of the City and any other
authorized public authority. Professionals further agree that workmanship will be of a
reasonable commercial quality, in color schemes in accordance with current building,
standards, and free of mechanics liens. Professionals further agree to save City free and
harmless from damage, loss or expense adsing out of such work.
For major improvements/construction projects (e.g., concession stands, cart barns, etc.)
financed in part or whole by the Professionals, the City agrees to refund one tenth of the
actual cost provided by the Professionals to the project for every year not covered by this
agreement. Consideration of this provision begins at the time that the costs are actually
incurred by the Professionals for a specific project, and continues for the following ten-year
pedod.
Professional Services Agreement
Gold Mountain Golf Complex
Page 5 of 10
4-9-02
13. Co,ts and Attorney Fe~a: If, by reason of any default or breach on the part of
either party in the performance of any of the provisions of this .A4~reement, a legal action is
instituted, the losing party agrees to pay all reasonable costs and attorney fees in connection
therewith. It ia agreed that the venue of any legal action brought under the terms of this
Agreement shall be in Kitsap County.
14. Conat~uctlon. This Agreement shall be construed in accordance with the laws
of the State of Washington. The provisions of this Agreement have been negotiated by the
parties, and when interpreting the provisions of this Agreement, there shall be no presumption
of draftsmanship for or against either party.
15. 8evemb#1tv. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.
16. 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 dght or power at any time be taken to be a waiver of any other breach.
17. I~lodiflcation. 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.
18. IndeeendentContractor. Professionals are independent contractors and
neither the Professionals, nor the C~, 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 Professionals shall supervise and
direct the work as provided for in this Agreement using their best skills and attention. The
Professionals shall be solely responsible for the means, methods, techniques, sequences and
procedures for coordinating all portions of the work contemplated by this Agreement. The
Professionals shall be responsible for withholding and paying all payroll taxes for any person
hired by them to perform the duties they are required to perform under the terms of this
Agreement. They are also responsible for all taxes owed to any governmental agency as a
result of the monies paid to them under the terms of this Agreement.
19. Indemnity. Professionals agree 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 there from, sustained or alleged to have been sustained
by any parson 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 parsons or damage to property is due to the negligence of
Professionals, their subcontractors or agents. This provision shall be inapplicable to the extent
the City is judicially found solely negligent for such damage or injury.
20. Inaumnce. Professionals agree to purchase and keep in force, from their
own funds, comprehensive public liability insurance including products liability, for the benefit
of Professionals and City jointly against liability for property damage or bodily injury at the Gold
Professional Services Agreement
Gold Mountain Golf Complex
Page 6 of 10
4-9-02
Mountain Golf Complex caused by negligence of the Professionals or their employees in the
amount of not less than One Million Dollars ($1,000,000.00). A copy of the certificate of
insurance shall be filed with the City Risk Manager. Such policy shall name City as an
additional insured and shall be pdmary and noncontributing with any insurance carded by City.
The policy shall further provide that it shall not be cancelled or altered without twenty (20) days
pdor written notice to City. This requirement can be me~ by jointly purchasing (i.e. 50~50) a
comprehensive golf insurance package with the Greens Superintendent.
2t. Entire ,amreemenL This Agreement contains the entire agreement between
the parties with regards to the subject matter sot forth herein. There are no other
represontations with regards to the subject matter, either orally or in writing.
22. Nondiscrlminaton. Professionals shall not discriminate in employment or
services to the public on the basis of race, color, national origin, sox, religion, age, marital
status physical, mental or sensory disability except in an employment action basod on a bona
fide occupational qualification.
23. Uene and Insolvency. Professionals shall not allow any property of the
City to become encumbered with liens of any sort by reason of his action or omission. Should
the Professionals become insolvent or declare bankruptcy, this Agreement shall terminate on
the happening of such event.
24. Remedies. Rights under this Agreement are cumulative; the failure to
exercise on any occasion any right shall not operate to forfeit such right on another occasion.
The use of one remedy shall not be taken to exclude or waive the right to uso another.
25. Bon~J. Professionals shall secure, at their own expense, a fidelity bond in the
amount of Seventy-Five Thousand Dollars ($75,000.00). This Dishonesty Bond shall he
approved as to form by the City Attorney.
26. A#dlt. Professionals shall permit the City, from time to time as the City deems
necessary, to inspect and audit in Bremerton, Washington, at any reasonable time, all
pertinent books and records of Professionals and any other person or entity that has
performed work in connection with or related to Professionals' services under this Agreement
to verify the accuracy of accounting records and shall supply the City with, or shall permit the
City to make, a copy of any books and records and any portion thereof, upon the City's
request. Professionals shall ensure that such inspection, audit and copying right of the City is a
condition of any contract, agreement or other arrangement under which any other person or
entity is permitted to perform work in connection with or related to professionals' services
under this Agreement.
Professional Services Agreement
Gold Mountain Golf Complex
Page 7 of 10
4-9-02
CITY OF BREMERTON PROFESSIONALS
ATTEST:
Kathleen L. McCluskey, Cle~
DEPARTMENTALAPPROVAL:
;~IM~PENCER /~/
~i~tctor of Parks and Recreation
b~22487~ldr~-11 .doc
Professional Services Agreement
Gold Mountain Golf Complex
Page 8 of 10
4-9-02
EXHIBIT "A"
LIST OF FURNITURE AND EQUIPMENT OF PROFESSIONALS
2 Refrigerators
Convection oven
Whirlpool stove I Meat slicer
Vending machine (candy)
Soup warmer
Upright freezer
Chest freezer
2 Microwave ovens
Service bar
Toaster oven
Outside cooler
Silverware service for 200
2 Dozen salt and pepper
2 Dozen creamer pitchers
2 Dozen sugar holders
2 Dozen coffee thermos'
3 Dozen 9" baskets
112 Dozen bus tubs
1/2 Dozen 2-quart pitchers
3 Small ice chests
2 Large ice chests
Assorted glassware
Professional Services Agreement
Gold Mountain Golf Complex
Page 9 of 10
4-9-02
Lea~ed
2 two-door coke coolers
I one-door coke cooler
3 Coffee makers
I Hot chocolate machine
1 ice machine
3 Vending machines (beverages)
1Coffee dispenser
Professional Services Agreement
Gold Mountain Golf Complex
Page 10 of 10
4-9-02