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HomeMy WebLinkAbout4378 +--------------------------------------------------------------------------+ +Enter Search Criteria, Press Esc Key to Transmit + +press Del Key to Terminate Delete Mode + + CHANGE Contract Transactions + + Contract Number 4378 + + + +Vendor Name UNITED STATES GOLF ASSOCIATION + +Subject PUBLIC LINKS CHAMPIONSHIP - 2006 + +Department PARKS + +Status Code PSA + + Amount + + Begin Date 07/28/2003 + + Insurance End Date 07/31/2006 + + Type Amount Review Date 02/15/2008 + + + + + + + + Insurance Total $0.00 + + Insurance Review Date 12/01/2005 + + + + Comments AMENDMENT 12/05 + + VAULT 01/01/2008 + + + +-------------~-----------~-------------------------------------------,----+ AMENDMENT THIS AMENDMENT, (thIS "Amendment") made and entered mto as of the l!:tLh day of ,~)(.rIf?II\"\\r)t)V: 2005, by and between the UNITED STATES GOLF ASSOCIATION, a Delaware non- profIt corporatIOn, located at Golf House, 77 LIberty Comer Road, Far HIlls, New Jersey 0~93l (the "ASSOCIatIOn") and THE CITY OF BREMERTON, wIth ItS pnncIpal office and place ofibusmess at CIty Hall, 239 4th Street, Bremerton, Washmgton 98337 (the "Owner"), the Owner of GOLD MOUNTAIN GOLF COMPLEX, located at 7263 West Belfmr Road, POBox 4130 (the "Club") I WITNESSETH WHEREAS, the ASSOCIatIOn and the Owner are partIes~ to that1certam 2006 U S Amateur Pubhc Lmks Agreement dated July 28, 2003 (the "Agreement"), and WHEREAS, the ASSOCIatIOn and the Owner I wIsh to amend certam terms contamed m the Agreement NOW, THEREFORE, m conSIderatIOn of the foregomg and of the mutual promIses, covenants and condItIOns heremafter set forth and other good and valuable conSIderatIOn, the ASSOCIatIOn and the Owner hereby agree as follows 1 Unless otherWIse defined, all capItalIzed terms contamed herem shall have the same meamngs gIven such terms m the Agreement 2 Subparagraph C of SectIOn 15 shall heremafter be referred to as C 1 and a new subparagraph C 2 shall be added as follows "C 2 NotwIthstandmg the foregomg, the ASSOCIatIOn shall arrange, for coverage for the Club through a ChampIOnshIp LIabIhty Insurance Program To the extent the ChampIOnshIp LIabIhty Insurance Program proVIdes coverage, It shall be pnmary to the Club's pohcy NotWIthstandmg the coverage proVIded by the ChampIOnshIp LIabIhty Insurance Program, the Club shall be solely responSIble for all coverage not speCIfically prOVIded therem " , 3 To the extent that amendment of the Agreement IS necessary to effectuate theJoregomg, It IS hereby amended Except as amended and modIfied hereby, the terms and prOVISIOns of the Agreement remam unmodIfIed and m full force and effect Any reference ,herem to the Agreement shall be deemed to be a reference to the Agreement as amended hereby and as may, from tIme to tIme, be~hereafter further modIfIed IN WITNESS WHEREOF, the partIes have executed thIS Amen'dment as of the date fIrst set forth above UNITED STATES GOLF ASSOCIATION MIchael A Butz Deputy ExecutIve DI ector Name Ci.:t;V" lj e:o zL r.zou~ TItle l\lc~ 0 .{ g /champlOnshlp/apVagreement/06 Insurance amendment +Enter Search Criteria, Press Esc Key to Transmit Press Del Key to Terminate Delete Mode CHANGE Contract Transactions Contract Number 4378 IVendor Name UNITED STATES GOLF ASSOCIATION Subject PUBLIC LINKS CHAMPIONSHIP - 2006 Department PARKS Status Code PSA Amount Begin Date 07/28/2003 Insurance End Date 07/31/2006 Type Amount Review Date 02/15/2008 Press F1 for valid insurance type codes Insurance Total $0.00 Insurance Review Date 11/01/2005 Comments INSURANCE CERTIFICATE TO USGA 30 DAYS PRIOR TO PREP AGREEMENT BY AND BETWEEN UNITED STATES GOLF ASSOCIATION AND THE CITY OF BREMERTON THIS AGREEMENT (this "Agreement") entered into as of the ~ day of ~-t/~., 2003 by and between the UNITED STATES GOLF ASSOCIATION, a not-for- profit corporation organized under the laws of the State of Delaware, located at Golf House, 77 Liberty Corner Road, Far Hills, New Jersey 07931 (the "Association") and THE CITY OF BREMERTON, with its principal office and place o fbusiness at City Hall, 239 4th Street, Bremerton, Washington 98337 (the "Owner"), owner of GOLD MOUNTAIN GOLF COMPLEX, located at 7263 West Belfair Road, P.O. Box 4130, Bremerton, Washington 98312 (the "Clubl"). WITNESSETH: WHEREAS, the Association has accepted the gracious offer of the Club to entertain the 2006 U.S. Amateur Public Links Championship® (the "Championship") on the terms set forth herein; and WHEREAS, the standards for the conduct of this Championship have evolved under the direction of the Association over a long period of years in a continuing effort to stage a competition of distinction appropriate for a national championship. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable considerations, the parties hereto hereby agree as follows: 1. TITLE OF CHAMPIONSHIP The Championship shall first be identified by the Club, whether orally or in writing as the: "81st U.S. Amateur Public Links Championship®." or ~ References to the "Club" in this Agreement shall necessarily include the "Owner" in connection with any and all applicable provisions of this Agreement; additionally, references to the "Owner" in this Agreement shall necessarily include the "Club" in connection with any and all applicable provision of this Agreement. "2006 U.S. Amateur Public Links Championship®." Once the foregoing identification has been made, the Championship may then be referred to as the: "U.S. Amateur Public Links Championship®." 2. CHAMPIONSHIP LOGO A. The Championship shall also be identified by a Championship logo (the "Championship Logo") which shall be designed by the Club subject to the approval of the Association. The Club shall submit its proposed logo to the Association for its review and approval after formulation of the design of the logo, but prior to any use thereof. In the event the Association denies approval of any proposed logo which has been submitted to it by the Club, the Club shall revise the logo according to the comments of the Association. The Championship Logo shall at a minimum reference the year or number played of the Championship, the Club name and the name of the Championship. B. Each of the Association and the Club shall have the right to use the Championship Logo, provided that the Club's use o fthe Championship Logo shall be limited to (i) advertising and promotion of the Championship; (ii) the official program and draw sheets; (iii) Championship related merchandise sold by the Club; (iv) placement on items used internally by the Club, and not intended for sale, such as scorecards, placemats, paper cups, etc. and (v) other materials and/or items if pre-approved in writing by the Association. C. All uses of the Championship Logo b y t he Club s hall b e subject t o t he prior approval of the Association. All uses of the Championship Logo on merchandise sold by and at the Club shall be subject to the terms and conditions of Section 17 hereto. In connection with the use of the Championship Logo on merchandise to be sold by the Club, the Club hereby appoints the Association as its agent with respect to any and all arrangements regarding a third party's right to use the Championship Logo on merchandise. 3. DATES AND PRACTICE PRIVILEGES A. The dates of the Championship are Monday, July 10, 2006 through Saturday, July 15, 2006 and any succeeding day or days as may be occasioned by a play- off or postponement of any round or rounds. B. During the first three days of the Championship, the course will be open for play only to players in the Championship. For the remainder of the Championship, the Club may open the course to non-Championship players forty-five (45) minutes after 2 the last match of the day has started; provided, however, that the play of such non- Championship players in no way interferes with the Championship. C. The Club will extend to players non-exclusive privileges of the course for practice on Friday, July 7, 2006. The Club will extend exclusive privileges of the course for practice on Saturday, July 8th and Sunday, July 9th; such days shall hereinafter be referred to as the "Practice Days." D. The Club will extend to all players in the Championship, clubhouse and grounds privileges during the Practice Days and throughout the Championship. 4. PRIMARY RESPONSIBILITIES The Club will provide the course, facilities and equipment for the Championship and the Association will conduct the Championship. 5. CERTAIN OBLIGATIONS OF THE ASSOCIATION In addition t o i ts other obligations s et forth i n t his Agreement, t he Association agrees, at its expense, to do the following: A. Determine all conditions of play, including the Association's footwear policy referenced in Section 12.D. hereto; B. Process all entries; C. Provide Rules of Golf books, bag tags and identification badges for players; D. Provide official score cards and supervise scoring; E. Provide scoresheets and one person to operate the scoreboard; F. Provide Championship hole flags; G. Provide paint and equipment for marking specific areas on the course, including but not limited to, water hazards and ground under repair; H. Provide all prizes; I. Make available to the Club, in addition to its regular Turf Advisory Service visit (if applicable), one complimentary visit by an Associatic,n agronomist; 3 J. Consult regularly with Club officials on any and all aspects of the Championship. The times, method and location if applicable, for conveying such information shall be mutually determined by the Club and the Association; K. If it so elects, host a players' dinner at the Club or such other location as determined by the Association on the night before the first round of the Championship or any other night as determined by the Association. All details relating to the players' dinner, including the holding thereof, shall be determined by the Association; L. Provide standards to show the status of semi-final and final matches and instructions for the standard bearers; M. Pay freight charges for any Association equipment used; N. Approve a player evacuation plan for the Championship to be proposed by the Club. The Club and a designated representative of the Association shall brief all relevant personnel and security on such plan. The Association shall determine whether and when such plan should be implemented; and O. Provide a severe weather detection and waming system. 6. CERTAIN OBLIGATIONS OF TItE CLUB In addition to the other obligations set forth in this Agreement, the Club agrees, at its expense, to do the following: A. Agree to the conditions of play for the Championship as determined by the Association; B. Prepare the course in accordance with Association recommendations, including but not limited to, modifications of fainvay lines and development of intermediate and primary cuts of rough; C. Provide adequate practice facilities, including top-quality range balls; D. Register players; E. Provide a reasonable number of courtesy cars for Association officials, as requested by the Association, and courtesy transportation for players to and from the Club and hotels/motels where rooms are reserved by players; F. Reserve rooms at nearby hotels/motels, in quantities specified by the Association, for players and officials, who will make their own reservations. All such hotels/motels must be approved in advance by the Association; 4 G. Provide a press facility in accordance with Association specifications; H. Provide the course and Club facilities for the Association's exclusive use for the purpose of hosting a "Media Day." The exact date shall be mutually determined by the Association and the Club. The Association shall have free use of the course on such date, and consequently, will not be charged any green or cart fees for individuals participating in any arranged golf outing. The Association will, however, pay the Club, at regular and customary Club prices, for other non-golf course related Club services used in connection with the Media Day, including but not limited to, fees for food and beverages; I. Provide a public address system, in accordance with Association specifications, for the presentation of prizes; J. Provide personnel as required below: (1) Caddies, for all players requiring such, and forecaddies. Forecaddies will be stationed at such holes and at such times as are specified by the Association. Caddies will be paid a fee by the players; such fee to be approved by the Association; (2) Standard bearers to carry the standards in accordance with Association instructions; and (3) Personnel to assist with the scoring operation. Unless specifically set forth above, the number of such personnel to be provided and the dates and times of their availability shall be mutually determined by the Club and the Association; K. In accordance with Association standards, arrange for on-site medical services for the Practice Days and during the Championship. Such services shall include the provision of (i) medical personnel (such as a medical doctor, emergency medical technician and/or registered nurse; (ii) a minimum of two (2) individuals who have been trained and certified in the proper use of AED defibrillators, and (iii) the provision of two (2) AED defibrillators; L. Provide comfort stations in quantities and at locations as approved by the Association and consistent with reasonable aesthetic consideration and the requirements of the local health officials; M. Provide a headquarters room in the clubhouse, for the Association's exclusive use, with an electric typewriter, five (5) direct outside telephone lines, the installation and use of such lines to be paid for by the Association, a photocopy machine capable of duplicating and sorting large quantities, a plain paper FAX machine, three (3) telephones, and desks, chairs and tables as reasonably requested by the Association; 5 N. Provide locker and/or changing facilities for the players and bulletin boards for Association announcements; O. Provide and install ropes and stakes, under the direction of the Association, for gallery control in limited areas around the course and clubhouse; P. Provide a scoreboard in accordance with Association specifications; Q. Provide and install a sign for each tee indicating the hole number, yardage and par (signs to be produced to Association specifications by the Club at the Club's expense); R. Provide stakes for marking specific areas on the course such as out of bounds and water hazards; S. Provide, without charge, at least twenty (20) electric golf carts for the Association's use in conducting the Championship; T. Devise a player evacuation plan to be approved by the Association and at the Association's direction implement such plan by providing vehicles and drivers to support the player evacuation plan. The type, number, locations and times needed for such vehicles and drivers shall be mutually determined by the Association and the Club and made a part of the evacuation plan; and U. Assist the Association, as necessary, in executing the severe weather detection and warning system. 7. ADMISSION AND ENTRY FEE REVENUES The Club shall not charge spectators for admission to the Championship. T he Association will retain all revenue from entry fees charged to players. 8. OFFICIAL PROGRAM AND DRAW SItEETS A. The Club shall publish an official Championship program. The published program shall include the conditions of the Championship, a letter of welcome from the Association's Senior Women's Amateur Championship Committee Chairman, the name and home state of each Committee member and, if the program consists of eight or more pages, a free, one-page advertisement for the Association Members Program. The Association will provide editorial assistance with respect to Association related material to be published in the program including the advertisement for the Association Members Program. The Club may retain all of the advertising and sales revenues from the official program. On each day of the Championship, the Club will provide, free of charge, draw 6 sheets to be compiled from information supplied by the Association. The number of draw sheets to be provided will be mutually determined by the Club and the Association. B. The contents, including articles, editorial matter and advertising, of the program and draw sheets and the price of the program shall be subject to the approval of the Association. The Club shall submit the proposed contents of the program and draw sheets (except for material to be supplied by the Association), for review and approval by the Association prior to printing. 9. COURSE MAP AND GUIDE A. The Club, at its expense, shall print and distribute, or have a third party print and/or distribute, free of charge, a course map. In addition to the Course Map, the Club, at its expense, may print and distribute, or have a third party print and/or distribute, free of charge, a guide to the Course. The minimum number of course map and guides to be produced shall be mutually determined by the Club and the Association based on past and anticipated attendance at the Championship. The inclusion of any advertising in such course map and guides shall be subject to the Association's approval. In the event the Club elects not to print and distribute, o r allow a third p arty to print and distribute, a guide, the Association may, at its expense, print and distribute to spectators, free of charge, a guide of the course. B. If requested by the Association, the Club shall provide personnel to distribute the Course map and guide. The number of such personnel to be supplied and the times and locations for distribution shall be determined by the Association in its sole discretion. 10. INTERNET The Club may, at its expense and with the prior written consent of the Association, develop a site or other approved preserve on the Internet promoting the Championship ("Website"). The contents of any such approved Website, including articles, editorial matter, advertising and links to other sites shall be subject to the review and prior approval of the Association. In no event may any merchandise be shown on or sold through any such Website. Prior to any initial display of such Website, the Club is required to submit a sample screen showing the exact location(s) and design of any hyperlink to other sites or webpages as well as a sample screen of the stand alone webpage(s) where the information promoting the Championship will reside, to the Association, for the Association's approval and review. The Association will advise the Club what changes to the Website, if any, are necessary, and the Club shall make all such changes prior to making such Website available to the public. This Section 10 shall be subject to the restrictions provided in Sections 14, 16, 17.B(2) and 24.D. The right granted the Club in this Section is non-exclusive and nothing contained in this Section or otherwise shall limit the Association's right to produce its own website relating to or 7 containing information about the Championship or to permit third parties to produce such websites. 11. FOOD AND BEVERAGES All revenues from the sale of food and beverages may be retained by the Club. Prices of food and beverages sold in the clubhouse and on the grounds shall be reasonable. The Club may not sell or permit the sale of alcoholic beverages (other than beer, wine or wine coolers) anywhere on the grounds, other than in the clubhouse, without the prior written approval of the Association. 12. PLAYING CONDITIONS A. The Association shall determine in its sole discretion what the playing conditions of the golf course shall be during the Championship, including speed, firmness and grass height of playing surfaces, and other matters affecting play, including but not limited to, the need for tree trimming and/or removal. B. Representatives of the Association will consult with and may make recommendations to the Club with respect to course improvements or modifications similar to such improvements and modifications made in connection with past U.S. Amateur Public Links Championships; however, the Association will not assume responsibility for any expenditure undertaken by the Club with respect to any such improvements and/or modifications and the Club is cautioned to be judicious regarding such expenditures. C. Both parties understand that architectural changes to the course must not be made without the written consent of both parties; and both parties must have the opportunity to witness first-hand any such changes. D. As a condition of play for the Championship, the Club agrees to adopt the Association's policy on footwear. 13. AUTOMOBILE PARKING The Club shall not charge for automobile parking space. Parking space for players and the Association's officials shall be provided by the Club in prime locations; the Association w ill e stablish priorities with respect t o such parking s pace. The Club shall also provide and/or arrange for parking space for spectators as near as possible to the Club. The Club and the Association shall mutually agree on the number of parking spaces needed for spectators. 8 14. RADIO AND TELEVISION BROADCASTING AND MOTION PICTURES The Association, as owner of all the commercial rights relating to the Championship, shall have the sole authority to arrange for radio and television broadcast coverage of the Championship, and other uses of the Championship and excerpts thereof in any and all manner, format and media throughout the world, whether now known or hereafter devised. Such media shall include, without limitation, videocassette, CD-ROM, DVD, Internet and other so-called "new" media. The Association shall have the sole authority to exploit such rights in any manner it desires, including by granting the privilege of broadcasting, telecasting, photographing and filming (for all media and whether analog, digital or otherwise) on the grounds of the Club and in any facility or structure located on the grounds, including but not limited to, the clubhouse, from the period beginning o n t he first Practice Day through the final day of the Championship, including any play-off or postponement. During this period, the Club will not knowingly allow any equipment of any broadcasting or radio company, professional photographer, video or film maker, any "new" media producer or any other person or entity seeking to commemially exploit the Championship anywhere on the grounds of the Club or in any facility or structure located on the grounds, except with the express prior written consent of the Association. Notwithstanding the foregoing, the Club agrees that should the Championship be selected for broadcast on television the Club shall make available its grounds and facilities to the relevant broadcasting entity or entities and shall cooperate with the Association and such entity or entities as necessary to ensure a quality broadcast of the Championship. 15. INDEMNIFICATION AND INSURANCE A. The Association does not assume and in fact disclaims any liability for personal injuries or death of players, volunteer workers or vendors assisting in any manner in the administration of the Championship, caddies, spectators or workmen employed in connection with the care of the course or the grounds of the Club, the clubhouse, or any employees of the Club or any other persons, and also for any property damage which may occur in connection with the preparation for and tear down of the Championship, during the Championship or the Practice Days p r/or t hereto o r any p lay-off o r postponement. T he Club agrees to indemnify, defend and hold harmless the Association and its directors, officers, agents and employees from and against all claims, liabilities, losses, damages, expenses, accidents and occurrences (including all attomeys' fees and other costs of investigating and defending against such claims, liabilities, losses, damages, expenses, accidents or occurrences) arising out of, relating to, or in connection with, all activities in connection with the Championship (including the Practice Days and any postponed round or rounds or play-off) and/or the conduct thereof unless and to the extent caused by the negligence and for willful misconduct of the Association. B. Thirty (30) days prior to the commencement of preparations in calendar year 2006 for the Championship, the Club shall provide the Association with a Certificate of 9 Insurance, acceptable to the Association in its sole discretion, providing coverage from the date work begins through completion of tear down after the Championship for Commercial General Liability Insurance, including Products and Completed Operations, Liquor Liability, Automobile Liability, Garage Keepers' Liability and Workers' Compensation in such amounts as are reasonable in the cimumstances. The Commercial General Liability insurance or the equivalent thereof, shall be in an amount at least equal to ten million dollars ($10,000,000.00) per occurrence and ten million dollars ($10,000,000.00) in the aggregate, each increased as necessary to reflect the cumulative effect of inflation fi.om the date of this Agreement to January 1, 2006, with the exception of Automobile Liability and Garage Keepers' Liability for which the acceptable limits for each shall be five million dollars ($5,000,000.00) or such other amount as is reasonable under the cimumstances. To the extent that the Club is Self Insured or has elected a self-insured retention or deductible in any of its insurance coverages, the Club agrees that such self-insurance, retention or deductible shall not affect the indemnification afforded to the Association. All loss, defense costs or other expenses related to claims falling within such self-insurance, retention of deductible shall be borne in full by the Club and shall not be passed to or shared by the Association. The interest of the Association as an additional insured must be clearly indicated on the Certificate of Insurance and a copy of that endorsement shall accompany the Certificate of Insurance, with the exception of Workers' Compensation. C. The Club represents and warrants that it (i) shall use commercially reasonable efforts to adhere to the requirements set forth above; (ii) does not anticipate any difficulty in obtaining such insurance coverage requirements and (iii) shall immediately notify the Association if it becomes aware of any such difficulty in connection with obtaining and/or maintaining such coverages; the parties acknowledging and agreeing that in the event that the Club is unable to procure the insurance coverages set forth above, the Club shall use commercially reasonable efforts to obtain insurance coverages that are acceptable to the Association, in its sole discretion. D. The Club hereby covenants and agrees that any and all agreements and/or arrangements which it makes with third-party vendors and/or contractors for or in connection with the Championship shall include an agreement by the relevant third-party to (1) indemnify the Association and its officers, directors, employees and agents to the same extent as the indemnification of the Club and (2) add the Association as an additional insured on all relevant insurance policies. In connection with such requirement, the Club hereby covenants and agrees to send the Association copies of proposed insurance and indemnity sections fi.om all Club Championship related agreements prior to the Club's execution thereof, with sufficient time for the Association to review such sections and make any comments it may have thereon. E. This Section shall survive termination of this Agreement but only with respect to the acts and omissions occun'ing during the term hereof. 10 16. COMMERCIAL REVENUES A. The Club shall be entitled only to revenues fi:om commercial activities relating to thc Championship which arc specifically provided to the Club in this Agreement. The rights to all other revenue producing activities of any kind, whether or not contemplated by this Agreement, belong to the Association. Except as expressly provided herein, therefore, the Club shall not directly or indirectly exploit or permit the exploitation by others of (i) the Championship; (ii) persons competing in the Championship; (iii) the grounds of the Club and/or the design of the course or clubhouse, but only as they relate to the Championship, or (iv) any elements, names, events or incidents of or connected to the Championship, except on terms and in a manner satisfactory to the Association and in accordance with prior written approval fi:om the Association. Thc terms "exploit" and "exploitation" as used in this Section shall include but not be limited t o any activity o r matter which produces or is intended to produce, whether directly or indirectly, revenue or any other consideration or advantage in any form. B. During the Championship or otherwise in connection with thc Championship, the Club will not authorize thc placement of any advertising, signage, billboard or other commercial display on or near thc course or anywhere else on the grounds of the Club, without the express prior written consent of Association. In addition the Club will not permit commercial announcement or other mention of any advertiser or supplier, or the products or services of any advertiser, supplier, manufacturers, distributors or any other person or entity, the privilege of having their names, trademarks, logos and/or any other identifying mark, name or slogan seen or heard during the Championship, including but not limited to, by those people attending the Championship and those people viewing or listening to any broadcast of thc Championship, without the express prior written consent of thc Association. The Association shall convey to the Club, in advance of the Championship, whether any routine operations of the Club involving its manufacturers, distributors and/or suppliers would be construed as a violation of this Section 16. If any such operations would be construed as a violation, the Association and the Club shall discuss methods for modifying thc Club's operations so as to be in compliance with this Section 16 and the Club shall institute one or more such methods. C. In accordance with the Association's ownership of the service marks and trademarks set forth in Exhibit A attached hereto and made a part of this Agreement (hereinafter, collectively referred to as the "Marks"), the Association shall have the exclusive right to arrange for the sale, through Association approved distribution channels, including the Internet, and display of articles of apparel and other merchandise bearing any (i) name or logo of the Association and/or the Championship and/or (ii) elements, names, events or incidents of the Championship as well as the right to use the Club's name, images of the course and the Club's facilities, and the course design as provided in Section 17 hereto. The Association may assign its rights and any related obligation hereunder to a third party representative and the Club agrees to cooperate with any such representative(s) in the preparation and execution of all necessary contracts. 11 17. LICENSE FOR USE OF ASSOCIATION SERVICE MARKS AND TRADEMARKS A. The Club acknowledges that the Association is the owner of the Marks set forth in Exhibit A hereto. Subject to the terms and conditions set forth below and in Section 16 hereof, the Association grants to the Club the non-exclusive, non-transferable right to use the Marks in connection with the sale of first-quality products which refer to the year or number of the Championship, the Championship and the name of the Club, collectively, or to both the year or number of the Championship and the Championship. B. In addition to the other terms and conditions contained in this Agreement, the Club's right to use the Marks and the Club's use of the Championship Logo shall be subject to the following terms and conditions: (1) Use of the Association Seal and official Association logo is not permitted; (2) The Club's use of the Marks and/or Championship Logo for the advertisement and sale of first-quality products is limited to the right to sell such products to retail customers on the premises of the Club. Under no circumstances, nor at any time, is the Club permitted to sell or distribute said products (a) off its premises, or (b) by mail order, catalog sales, over the Intemet, or through any other distribution channel now known or hereinafter devised, or (c) on the premises for the purpose of resale, or (d) to corporations or any individual pumhasing for, on behalf of, or in connection with a corporation. The Club agrees to promptly notify the Association if it should learn that any such product is being distributed or sold at any place other than the Club; (3) The Club agrees that nothing in this Agreement shall give the Club any right, title or interest in the Marks except as specifically provided herein and that any and all use of the Marks by the Club shall inure to the benefit of the Association; (4) The Club acknowledges that the Association has a proprietary interest in the manner in which the Marks and the Championship Logo are used. Consequently, the Club acknowledges and agrees that all products manufactured and sold pursuant to this Section 17 shall be first-quality goods. The Club further acknowledges and agrees that the Association will not permit the sale of golf equipment, including golf gloves, beating its Marks or the Championship Logo. Notwithstanding the foregoing, the Club may sell golf balls with the Championship Logo imprinted thereon; (5) The Club agrees that any contract for the consignment or pumhase of products permitted under this Section 17 which it enters into with any manufacturer, manufacturer's representative, distributor or supplier shall prohibit the sale of such product to any person or organization other than the Club or the Association without the prior written approval of the Association. Should the Association at any time decide to apply for a federal or state trademark registration on any of the Marks or the 12 Championship Logo for any such product, the Club agrees to render the Association all reasonable assistance toward obtaining such registration, including the execution of documents deemed necessary or desirable by the Association, which documents shall be prepared at the Association's expense; (6) In the event this Agreement is terminated prior to the Championship, the license granted to the Club by the Association with respect to the Marks and the Championship Logo shall be immediately terminated and the Club shall stop any and all uses of the Marks and the Championship Logo as of the date of termination; and (7) The Club acknowledges that the Association has developed guidelines on the use of logus on merchandise sold at Association events, a copy of which is attached hereto as Schedule A and made a part of this Agreement. The Club agrees to adhere to such guidelines. The Club and the Association acknowledge and agree that the Association has the fight to revise such guidelines at any time in its sole discretion and the guidelines, as they may be revised at any time, shall be deemed to be a part of this Agreement. Any change made by the Association to its guidelines shall not apply to previously ordered or pre-existing merchandise which complied with the guidelines existing at the time the orders were placed for such merchandise. 18. LICENSE FOR USE OF THE NAME OF THE CLUB A. The Club grants to the Association the non-exclusive fight to use the name of the Club, images of the course and the Club's facilities, and the course design in connection with the conduct of the Championship, in the exercise of all of the rights associated with the Championship (including the media rights referred to in Section 14 above) and in any advertising and promotion of, or other references to, the Championship. The Association may assign its rights under this Section 18.A. to third parties, including without limitation to any company broadcasting the Championship or any company providing electronic scoring for the Championship. B. The Club also grants to the Association the right to use the name of the Club, images of the course and the Club facilities and the course design, in connection with the advertisement and sale of first-quality articles of apparel and other merchandise which refer to the Championship and/or the Association. The Club agrees that such products may be advertised and sold by the Association in any manner or location which the Association desires. The Association may enter into any arrangements which it deems desirable for the manufacture and distribution of such products and may assign its rights and obligations hereunder to one or more individuals or entities. The Club agrees to cooperate with the Association and/or any assignees of the Association in arranging for the manufacture and distribution of such products and, should the Association at any time decide to apply for a federal or state trademark registration of any of the trademarks for anyproduct, the Club agrees to cooperate with the Association's representative on the preparation and execution of all necessary contracts, which documents shall be prepared 13 at the Association's expense. The Association acknowledges and agrees that all products manufactured and sold pursuant to this Section 18.B. shall be first-quality goods. C. The Association may utilize the rights granted to it pursuant to this Section 18 i n connection with t he promotion a nd/or commemoration o f t he 8 1 st U.S. Amateur Public Links Championship, as well as, future U.S. Amateur Public Links championships, other Association championships and the Association. D. In the event this Agreement is terminated prior to the Championship, the license granted to the Association pursuant to this Section 18 shall be immediately terminated and the Association shall stop using the name of the Club, images of the course and the Club's facilities and the course design as of the date of termination. 19. ACCOUNTING The Club shall maintain complete records and accounts of all receipts and expenditures related to the Championship, and shall submit to the Association a final accotmting of all such receipts and expenditures by December 31 2006. In the event the Club collects any receipts and/or revenues to which the Association is entitled under the terms of this Agreement, the Club shall remit to the Association all revenues to which the Association is entitled no later than November 1 of the year of the Championship. 20. MEMBERSHIP AND ANTI-DISCRIMINATION POLICY A. Thc Club represents and warrants that it has demonstrably open membership policies and practices prohibiting discrimination of any kind whatsoever, including but not limited to, on thc basis of race, creed, color, national origin and gender. The Club further represents and warrants that during the Championship all facilities and areas of the Club, including but not limited to, the clubhouse, shall be open to all people attending thc Championship, provided that if approved in advance by the Association, thc Club may restrict certain areas of thc clubhouse to designated ticket and/or badge holders so long as the Club docs not discriminate on the basis of race, creed, color, national origin or gender in thc distribution or allocation of such tickets and/or badges. B. The Club also represents and warrants that it will not take any action that would modify or change any of its policies from that date of this Agreement t~ough thc conclusion of the Championship without consulting in advance with the Association. Thc Association shall have the right to terminate this Agreement should thc Club's proposed changes to its policies with respect to membership and anti-discrimination be in conflict with thc Association's own policies with respect to such matters. 21. CONTROL OF THE CLUB AND FACILITIES The Club represents warrants and covenants that it controls the golf course and facilities at the Club. In the event ora change in the controlling interest of thc Club or thc 14 golf course and/or facilities at the Club, the Association shall have the right to terminate this Agreement upon written notice to the Club. The Club agrees to provide prompt written notice of any such change in the controlling interest of the Club, its golf course or facilities to the Association. 22. COMPLIANCE WITH APPLICABLE LAWS All acts, actions and activities of the Club and its directors, officers, employees and agents shall at all times be in full and complete compliance with all federal, state and local laws, ordinances and statutes and all governmental rules, regulations, orders and directives, including but not limited to, the Americans with Disabilities Act. It shall be the responsibility of the Club to ascertain the existence and applicability of any of the foregoing and the Club shall not be entitled to rely to any extent on the Association in that regard, except as is expressly authorized by the Association in writing. The Club represents and warrants that it is currently in, and will continue to be in, full and complete compliance with all federal, state and local laws, ordinances and statutes and all governmental rules, regulations, orders and directives. 23. ASSOCIATION PAYMENT In connection with the Owner's agreement to host the Championship at the Club, the Association shall pay to the Owner ten thousand dollars ($10,000.00) on or before April 15th, 2006; provided, however, that the Owner adheres to all of its terms, provisions and agreements set forth in this Agreement. In the event that the Association, in its sole discretion and following the date of signature on this Agreement, increases the amount awarded as the Amateur Public Links Championship Host Club payment, the Club will receive the revised amount. 24. MISCELLANEOUS PROVISIONS A. Automotive transportation, including golf carts, shall not be permitted on the course during Practice Days or during the Championship, except as authorized by the Association. Golf carts used on the grounds shall be electrically powered. B. The prices charged for the following shall be subject to the Association's prior approval: (1) Programs (2) Caddies (3) Food and beverages sold on the grounds and in the clubhouse The Club agrees to submit to the Association its proposed charges for programs and caddies at least six (6) months prior to the first Practice Day and for food and 15 beverages to be sold on the grounds and in the clubhouse at least three (3) months prior to the first Practice Day. C. Both parties agree to focus on the administrative, physical, financial and other arrangements relating to the Championship which require resolution at the earliest possible date. The Club will ascertain and will inform the Association whether there are any local laws which would restrict play on Sunday. D. The Association reserves the right to approve all advertising, press releases, rate cards, stationery, newsletters, printed matter, Websites and any other matter or item relating to or in connection with the Championship. The Club agrees to submit all such items and/or matters to the Association for approval prior to their printing or use, whichever occurs earliest. The Club acknowledges that advertisements for tobacco products, casinos, gambling and firearms are prohibited by the Association. E. This Agreement, and any of its terms and conditions, may not be assigned by the Club without the prior written consent of the Association. F. Formal notices between the parties shall be in writing and shall be delivered by hand or sent by the United States mail, registered or certified, postage prepaid, return receipt requested addressed as follows: If to the Association: United States Golf Association Golf House 77 Liberty Comer Road Far Hills, New Jersey 07931 Attn: John Morrissett Manager, Rules of Golf and Amateur Status With a Copy to: United States Golf Association Golf House 77 Liberty Comer Road Far Hills, New Jersey 07931 Attn: Peter Bevacqua Manager, Legal Services - Corporate Affairs If to the Club: Gold Mountain Golf Complex City of Bremerton 239 4th Street 16 Bremerton, Washington 98337 Attn: Jim Spencer Parks Director or to such persons or addresses as shall be furnished in writing by either party to the other party. Notices and requests shall be deemed delivered when received by the Association or Club, as the case may be, and three days after the day when postmarked by the United States Post Office. G. The Club's name and location, for purposes of identification in Association literature and public notices, is: Gold Mountain Golf Complex Bremerton, Washington H. This Agreement sets forth the entire agreement and understanding of the Association and the Club relating to the subject matter contained herein and supersedes all prior agreements and/or understandings, whether written or oral, between the parties relating to the subject matter contained herein. No modifications or amendments hereto shall be effective unless made in writing and signed by the parties hereto. I. Any waiver by any party of any rights arising from any breach of terms of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other terms of this Agreement by another party. J. If any provision of this Agreement shall be determined by a ny court o f competent jurisdiction to be invalid, illegal or unenforceable, and such determination shall become final, such provision or portion shall be deemed to be severed and the remaining provisions and portions shall be enforced to give effect to the intention of the parties insofar as that is possible. K. Section headings contained herein are solely for the purpose of aiding in the location of general subject matter and are not intended to he used in the construction of this Agreement. L. Nothing herein contained shall constitute or be construed to constitute a partnership or joint venture between the parties. M. This Agreement s hall b e governed b y and construed in accordance with the laws of the State of New Jersey. N. The parties agree that any complaint filed arising from or relating to this Agreement shall he filed in a federal or state court in New Jersey and both parties consent to the jurisdiction and venue of these courts for that purpose. 17 O. For convenience of the parties, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. P. This Agreement shall have a term commencing as of the date of this Agreement and expiring on December 31 of the year of the Championship, unless otherwise terminated or extended pursuant to the terms hereof. The Association may terminate this Agreement, effective immediately, if the Club shall have committed a material breach of its obligations hereunder by delivering a written notice of termination to the Club. Q. The agreements contained in Sections 2, 14, 15, 16, 17, 18, 19 and 24 hereto shall survive and remain in full force and effect in accordance with their terms following any termination of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed and duly executed as of the day and year first written above. UNITED STATES GOLF ASSOCIATION THE CITY OF BREMERTON Name: Title: ,,~ ~ ~ G:Championships/APUAgrcements/2006.Gold,Mountain.3.r t f 18 EXHIBIT A UNITED STATES GOLF ASSOCIATION MARKS The following Federal service marks are registered in the name of the United States Golf Association for golf tournaments. When used in connection with promoting and advertising the Championship, the symbol ® should follow these terms. USGA® UNITED STATES GOLF ASSOCIATION® U.S. AMATEUR PUBLIC LINKS CHAMPIONSHIP® The following trademarks are owned by the United States Golf Association. For all products authorized by the United States Golf Association under this Agreement, the symbol TM should follow these terms. USGA TM UNITED STATES GOLF ASSOCIATION TM U.S. AMATEUR PUBLIC LINKS CHAMPIONSHIPTM SCHEDULE A TO BE ATTACHED