AGREEMEI{T FOR SERVICES
GOLF PROFESSIONAL
THIS AGREEMENT IS entered into by and CORONADO, (herein after "City") a municipal corporation and BRIAN mited Liability Corporation $nlr after "Professional"), collectively the ,,p
n reference to the following
A. The City desires the services of a professio
ofessional Gflfers Association of America.
The City desires to provide recreational
levels of playing abilities through the
the owner of the Golf Course foi the u
Professional presents itself to the public,
well qualified professional with iufficie
activities set forth herein.
B.
C.
D. This Agreement shall be entered as of the date it
effective as ofFebruary I,2017.
THEREFORE, IT IS AGREED AS FOL]-OWS:
1'01 Duties' Professional will, on the Effective Date as set out in section 2.01 beiow perform the duties of a Head Golf professional for the City.
1.02 Division of Time. professional shall de
supervising, promoting and managing
Professional shall have a Class A profe
(8) hours each day, exclusive ofprovi
open for play. The professional shall
tournarnents/events and during prime ti
the ambassador of the Golf Course and
for all identified events unless other an
the Director of Recreation and Golf S
advance. The professional,s oer
by the Director. If in the p
is execr,ited by City and shall become
1.0 09/06t20r6
Attachment 2
direction,
emplo'yed by the Professional, such p":ol shall be en{irely and exclusively under the supervisor, and control ofthe professional.
1.03 1.04
Operal;ion. The professional shall operate th
at the Golf Course in such u -ui-.. u, traditi<lna means, residents c. profe submil ir schedule.
assrgrunents. professional shall cause to
such hours as mutually agreed upon betwe
the patrons and enhance plav opportuni Profes Dv^foo table employees, particifate in, any scheduled training that th trainin ends. su.rt?aini"g i""i1"0.., but is not iimited to, cpR ergency drills. l
Golfiniq_ Events. The Citv and
golfinp; events sponsored by or
public, the Coronado Men's and
organiizations, in accordance with the polici
City shall control the master caiendar. It is
on an ongoing basis and to tu.rn over e
Dr^f^-..i^-^1 Profesliional ^1-^.r1 shall -,accommod ate all reason course tournament s
rule sheets; course
organiilers. The pro
successful event and fully cooperate in the execution of any city identified tournament.
Beverage
The Professional shall meet with the Golf Mainte*q. Depaftment and Food and concessionaire Tonthly or. as .
n9e{9d, to coordinate all outings and tournarnents forthcoming. The Professional shall colleci all fees in association with golfing events including, green fbes, caft fees, toumament fees, and 15otil beverage fees' Fr:es collected by the Professional for food and u.u.rug. service shall be distributed in a tinrely, professional manner to the conce.siorr"i;";p"rbroper invoicing. 1'05 Adv-ertising' The city shall be responsible for the advertising of the Golf course. Professional shall, as part of this Agreement, work with the Director, city officials, golf 09/06/2016
Attachment 2
1.06 JuniorGolf. The professional shall develop, staff and ru the SirtAG (Starting New At Golf) progr;, ,;;q; Director. A yrittgn description of thi progrurr.,, annually to the Director for approvar.
-ThIs
shall i
progressively more advanced group and private less etiquelte and course management; and qualification o with/u'ithout adult supervision. certain programs shall recovery options. Junior tournaments shall require appro r'07 Notification of Leave. In order for the professional to pr the Professional shal n rt be absent from the Gorf cours five (45) working {ays per year without first obtaining th event that the professional intends to absent himself fo consecutive business days, professional shall noti$, the and thr: name of the person who will supervise in performance of prof-essional,s duties herein during professional's absence. 1'08 course-conditions' The Professional shall be awarcof the material condition of the Golf course and golfing facilities. The Professional shall cooperate with the Golf supervisor, who is directly responsible for the Golf cours.-gro,rrrd., pnd render professional advice, opinions and assistance on service_s and operation, u. requested, as well as bring any deficie;ncies to the attention of the Golf Supervisor. A r disputed or unresolved issue(s) Director's
in regards to course conditions shall be brought to tt . rention of the birector, with the determination considered as final. 1'09 Meetingq' The Professional shall attend all meetings that are required by the Director, includi:ng, but not limited to, the Monthly coii-Cfutre Advisory committee meeting, House .meeting, and Golf Coordination meetinss.
H:i"t:i::':j# 1?y:T*1s in promoting golf and the Gorf course. rhe professional ";;.*"T;;r'il#""'ff instrur:tionand+h^rlo1.i',^-',^f-^.lfr^.r.ll. :'::?i
il[T]j,Ji:l;,T:*:^i,:11:7. ":':llj:lT i,;;it;
- dffi,;;;;,,.i#'.':::T';,-,i'J
3:f"..i?"*:-tur;"udu*,j1", "iS:tf co,ursJ pl"p*y *r,rrout the prior writtJn ::lr::: of the Director. The use of any URL and/o. #i;i;;lrs;rness related medi il;, il"# iltr;lff :??ff ff?'a Course :ff_:i..,,i: .trsg is ltheln |n1ty:"rfii,l,]|jf:f:L:i:".ilrl,,lnl p,o'notion Jno ,r,. professionaiiranding of the Gcilf Cornse are paramount to the Citv. vrarretug and Data collection. The Professional shall maintain an on-line booking :f:jtf,l5""^rrt,i* .:y: apploy:d website. rrre proiessional may r,uu" u gorf website
1.10 that in1'erfaces with citv's website for rhe pulpose "i;f.#ili ffffi"##,"J[; sales' The content,.luy:u,- and design stratt ue upp.ulo by the Director and shall complirnent the city's site(s). 'rhe irofessional media .irutt .ooperatively engage in social 'urith the city's coordinator with the approvui "r irr. Director. The professional shall also capfure appropriate forms of informati"t\ r*h -as
emails addresses, zip codes, and phone numbers for database building, ""rt"-.r tracking, and advertisins 09t06/2016
Attachment 2
1'11 ^usesslDluty' utilized
Ihe Director may, at any time, withorit notice, enter upon the space by the Professional to determine if ,Lpuir., housekeeoins and mainrerrqn.o satisfactory t" ir'. ci,y ur. being o.r"#'jl". '+ni"t"1H,"[?'ff[tj:?,3ljrffti|1i:T; to nce topr"".or..r;;h,#pffi;ilil#:?:1iff:l If , malnrenancg or se1v,_ 'r4'ruvlr(:tlru9, ity uI $grlv ity \ /nung and a timeframe nb be rectified. N. l.:;;; li
,vv'vqryu s ururuuBl walKrltr ugh of the entire .!r.?. that are not up to City tandards or do not shall tre noticed with ura Noii r\ut'te ro tUure. Ce. The pr lhe which to rectify the problem. Unresponsiveness shall
wvu wrlrr n r\ut't e IO Uufe. lhg pr
which to rectify the problem. Unresponsiveness ,hdl ;; d;;;;;.;..;;;;;#i;'#ffi" I'I2 Code -oJ-eondugl. The Golf Professional and prof"nsinnor q+^rf ^L^r ",^,r- ,1 otridelino" caf f^*L :"^ +1^^ n^ r
1.15 Course, The City may, atits sole discret
deemeclnecessary or appropriate b
Profession al andl or the resiaurant
may or may not be golf related.
guideli.nes set forth in the pG,A. constitution and the alwaysr act in the best interest of the city anJ tne publi all times protect the City brand. 1'13 Faciliti:es. Facilities under the management of the pr Shop, the starter booth, the driving ,Jng., tt.-.uJ ,to. designated by the Director. l.l4 Cooperation. The parti
cooperation and to
develop the Golf Co
the facility. The City
prepare and participate in a joint marketing and promoti as parl: of this Agreement, work with G Director promole golf and the Golf course and use the best e cooperiltive working relationship with the aforesai organizations in_order to provide the best p.ogru_r-urra The Pr'fessional shalr work in cooperation with the rest gift card distribution for golf events, mutually agreeable invoici:ng, and payment ci d information witf, tnJupp.o" 09/06/2016
Attachment 2
1.16 Play Policies, The professional shall d
with the approval of the Director.
promotional golf and industry related g
sole discretion of the Director and may
l'I7 Complaint Resolution, The Professional will receive and resolve complaints in a timely and professional manner.
2.0 DURATION OF SERVICE
2'0r comrnencemealL. This Agreement shall be effective only upon execution by both pafties, and shall be effective as of February 1, 2077, (t.he "Effective Date,,1relarotess of the date of exeoution. 2'02 Term' The term of this Agreement shall be for five (5) years beginning February 1,2017 and erLding .January 31, 2022, unless otherwise terminated "uili., iir accordance with other provisions of this Agreemenl. In the city's sole discretion, the city may exercise its option to extend the term of the contract for up to two (2) additional five (5) year periods, with the first option to extend an additional five (5) years occurring before February r' 2022 for the period February r,2022 through iunuury 31, 2027; and the second optionto extend an additional five(s; y.ars occurring before February I,2027 for the period February 1,2027 through January-il , 2032.
3.0 @LAY
3'01 StarlerD, ProfessionaT, at own expense, shall provide starters who, commencing at daylight, shall:
a' Contro-l all the starting times of persons using the Golf Course. This includes, but is not limited to, making andlor reserving udrrurr". starting times for regular and toumament play, and controlling play from the first tee. b. Collect golf fees established by the City.
c' Comply with policies adopted by the City and provided to the professional in writing. 3,02 Golf Cgurse Marshals.
a' The Professional shall hire, train and supervise the performance of Golf Course oped marshal program
signed to regulate and
gram shall address the
atrire,ensurecompliance#,,il::'#'.',;l*'?:"1f x.JTliTJJff,,"::.fi "13 trespassing and no coolers), promote general course safety and address any other 09/06t20t6
Attachment 2
improper behavior or con.dition as identified by the Director in cooperation with the Professional. The Professional shall provide the Director with a month end summary report regarding the pace issues. The Professional shall keep a daily record ilable for the Directors review. The professional properly monitor th. fuc" of pray. necessary to
b' The Professional shall .mediate disputes between players and Golf Course marshals as required. The Professional and the Professional's staff shall *gufuriy tour the Golf Course and provide assistance to the Marshal staff to ensure compliance to course rules and poiicies. c' The Professional shall provide at least two (red coior) golf carls for marshal use. Carts shall be easily identifiable and maintained in uLu*.. that allows for. a vigorous course marshal program. Carts shall be maintained in such a manner as to guarantee marshal coverage does not lapse. d. The Professional shall develop th the marshal program, in writing, which shalr include both pray. Hours of oieration shall be approved by the Director arshal coverage. 3'03 Materials' The Professional, at his own expense, shall provide stalters with sufficient materials to perform their duties. The City shall provid. s.or. cards and pencils. 4'0I
. Professional shall maintain and operate a
mpetent personnel, and provide a well_stocked
dise year round. The professional shall offer a
nal variations, at varying price points. The
andise to the different segments of clientele. The Director shall have the obj of merchandise and service the
and condition of the premis ssio
also reserves the right to sale or rental of any item which are deemed objectionable or unsafe. Professional shall promptly meet and confer with the Director or practice upon written notification bv the
rofessional shall be maintained in a professional
y personal effects in the sight of the public is
Lvailable to the public a repair service for golf equipment. The repairs need not be performed at the Golf course. 4'02 Golf Carts. Professional shall have available for rent to the golfing public a minimum of eig be The carts shall
ma r, and shall be
leting two (2)
4.0. 09t06t20r6
Attachment 2
eighteen (18) hole rounds of eolf, All
equipment, and style and fr6m the s
modifications or advertising posted on
witing. Carts will include yamaTrack
the Director, for tracking pace of play,
conduct of business on the Golf Course
4'03 Pull carts' Professional shall have non-powered pull carts available for rent in sufficient quantity to meet demand. Pull carts shall be kepiclean and in a statoorgood repair both co smetically and mec hanically.
4.04 owned powered riding golf
vehicles, police, fire, snack
4.05 Driving Rangg. professional shall op
practice on a portion of the premises
ownership
more than
approved b
the Professional shall provide new: qu
ball distribution equipment, ball mat
umbrellas, and tee dividers for the
supervision for the operation of the r
condition, neat and clean, and the
equipment shall be the responsibility o
responsible for the general upkeep of
placement of range equipment and furnit
equipment such as balis and clubs at no
practice opportunities to a wide ranse of
the purposes of community and the-prom
09/06t20t6
Attachment 2
instruction in the game of golf and shall make
be in conjunction with
community, engage ne
golf operation. Any
Instructor, or other capacity, mu
and provide evidence of liabilitv
as additional insureds. A cunent
Endorsement shall be provided to the
supervise and coordinate the work of
necessary in order to meet the
this Agreement. The Golf Ins
under the supervision/direction of the
preclude the professional from emplov
Professional shall require and maintain
golf instruction visible and near the
maintain an instructional log book,
of professional, and the name of
through the PoS accounting system. All rnstructors shall be active in the pGA andlor have program a current class A certification unless approved by the Director in writins.
4.07 Independent Contractor. professional sh
confer with the City at a mutually agre
work/progress as well as receive dire
employees of City, whether ,,commo
indemnify, defend and hold City harmle
offrcers, employees anci agents.
4.08 Pro Jhqp. professional shall conduct the
area. The pro Shop area shall b
clubhouse now on the Golf Course.
retail sales, workshop arca and. storage
materials. The pro Shop, changing rJo
09/06t20t6
Attachment 2
Professional's
shall be free of clutter at al.l times and provide appropriate ADA access. The office shall be orcrerry anI profe'ssional. atea.
4.10 Use o
Golf (
and rnray not be used without the exp
Any and all logos approved for use in
name approved by the Director.
s.0 pwt
5.01 Staffrrrg. In addition to starters, the pro
deems necessary to carry out the terms
shall pay their salaries and such other
other purposes. Staffing levels shall
experience. The Director may reques
the event that staffing levels are not
survey or other method of evaluation as i
5.02 gmpbvee Apprgyal. The hiring or assignment of employees of professional, who collect or handle any money on behalf o.f the clty, shall be approved in advance by the Director.
5.03 the assistants or employees who are
urse of their duties relating to the Golf
.
"
;,ffi "ffi'r:ll"""f
: TTffi "l#"J;lil:
ctor and shall be kept on file at-all times during term of this Agreement.
5.04 The professional Golf Course and every g the term of this and employees to deal conduct and super describedherein, 5'0'5 I's personnel shall, at all times ryhil9 on duty, be clean and neatly cient, and attired appropriater{ Fr the pro sirop Any employel or interacting with the pubric shall display proper name 09/06/2016
Attachment 2
identification for the customer. The
approved apparel as outlined by the
Professional,s employees shall at aII t
professionalism to the public to the sat
judge ofthe adequacy thereof. Upon
any Professional,s personnel at thJ Go
public, or to the city, Professional shall, within twenty-fo ur e4)hours thereafter, fumish evidence satisfactory to the Director of correction of such o.n.i.nry ttrough appropriate disciplinary action, up to and including, termination. 5'05' 1 code of conduct. At all times rluring the Term of this Agreement as set out in section 2'02 above, Professional shall have in effect a comprehensive Code of Conduct for its employees and a program for implementing, evaluating and enforcing that Code of conduct' Professional shall submit its code .of
co^nducl to the city within thirty (30) days of the Effective Date of this Agreement. If Professional revises it, cod. of conduct at any period during the Term of the Agreement, Professional shall frovioe city with a lhe new updated code of conduct within thirty (30) days of the new code of Conduct being implemented. s.06 -::*:::T*;l::rvtce Dat" a"d Sut professional
thalt survey a statistically representative ,. ,=^iro^.-'^-_: ^:*^"!rve'J approved gorr 'lf"J#:r'*Ti:"fiJJ*:
the Profession vided to the Director on a monthly basis rement. The city may, at its sole discretion and expense, crete shopper without the professional,s knowledge, to evaluate the pro Shop cust report results shall be shared with the Professional al the con e City may also, at its sole discretion and expense, hire a cons the professional,s performance against other similar golfing facilities in order to determine the Professional's level of performanee. The resilts of such evaluation shall be shared with the Professional. Any deficiencies identified by any evaluation shall be addressed in a reasonabie time frame as outlined by the Directoi,
5.07 criminate against any employee ol
religion, sex, sexual orientation, &ga,
olation of the law. professional shhl ) ensure that applicants are employed, and that ent without regard to their race, color, religion,
sex, sexual orientation' age, national origin, disability; or marital status, irr violatio-n oi the law. Such action shall include but no1- termination; rates of pay or other form
including apprenticeship, professional
and City statues, ordinances, regulations,
Professional shall not discriminate in the provision of services because of color, race, creed, rrational origin, religion, sex, se*rral orientation, age o, ft yri"ul or mental 09t06t20t6 10
Attachment 2
handicap in accordance with Title VII of the Civil rights Act of rg64,theAmericans with Disabiiities Act, and all other applicable laws and regulaiions requiring no discrimination. Professional shall also comply with Federali stui., and City Equal oppoftunity requirements. 5'08 Americans with Disabilities Act- Professional shall comply with the Americans with Disabilities Act as it relates to all golf operations under thelurisdiction including, but not limited to, rounds of play, instruction lessons, tournament ilay, and retail sales. It is the responsibility of ake reasonable accommodations for qualified individuals with le accommodations may include, but are not limited to, modifi re s ervati ons, and c o nsi d erati on o r "", "*iXTlj"3 HiT t :;ru'#i"fifo'}1il|ffi LL t:i
an individual.
6.0 F'ACILITIES
xpense all n
on of the bui
to properly
equipment shall be approved by the Director prior to installation.
6.02 Professional shall make every reasonable attempt, in conjunction with City staff, to keep the immediate walkways in and aro;nd the Pro Shop clean and free of debris. Professional shall be responsible for the janitorial condition and supplies of the restroom located in the cart building. As directed by the City, the Profess'ional shall ensure the proper operation and maintenance of all doors, including roll-up doors, within the shall for locking, onal' All trash is shall r rodent and 6'03 Signs' shall be displayed outside the pro Shop without the pri r. No person alized. signage may be -displayed
except
6'04 ail not make any alterutions or additions to the Pro Shop, cart belonging to the city without first obtaining prior written
6.01.ThePlofessionalshallfurnishanr1insfcllqt
11 09/06t2016
Attachment 2
6'05 Renovation' In the event that city remodels, expands or otherwise renovates clubhouse' city shall provide an area for the Pro shop and starters to conduct business operations. the
the
6'06 Repalqilrcpqay' Professional shall, at Professiona]'s 9wn city property expense, repair damages to caused by employees of Professional. pr rfessionir ,rr"ir allow the city or its authorized subcontractors or personnel to all areas in order to repair, replace or correct deficiencies as identified by the bity. 6'07 sionai's own expense, pay as an additional payment sal, gas, sewer, telephone, cable television ani other Professional on the premises from and after the commencement of this Agreement' Professional shall be responsible for disposing of any lff,T::i:ilHje,"T::red as a result of the operation in accordance with brv, tou,rin
7.0 RECORDS
7 '0r
maintain
Financial Records. The Professional shall, at Prof'essional's own expense, install and a golf specific point of sale system to record the sale oi all-gloos and services.
Professional
The system shall include cash registers that print receipts at each point of sa1e. shall obtain the wriuen approval of city's Director of Administrative Services prior to installation or arnendm.trfto sales recordation system. 7 '02
piayers
Accounting' Professional shall keep an accurate record of the number and class of utilizing the Golf Course and the amount of green fees and reservation fees collected from each-class of player. The Professional s[at t"ep .rr-a. of all revenue generated by the Golf course operation and sharl remit daily, or'u. ity Administrative Services Departmenf -ali
receipts for gree r fees and to him for the privileg! of uiitrg the facilities of the Go.f course Section to 8'01 ' The Professional shall provide to the city a full financial disclosure according to generally accepted accounting principles of his entire operation at the Golf course by September 30th for the previouJ y.ur, uno shall make avaiiable his books and records for audit. at a mutually convenient time and place. rr "t ""v ti-e the Director or the Administrative services Director deems Professional accounting practices or procedures inadequate or not in accordance with general principles, Professional shall make requested adjustments to It, p, Any other intemally prepared financial or statistical repofts reas e Director from time to time during the tenrr hereof rhuit u. provided by professional, without cost to city, within a reasonable period of time. To the extent permitted by law, city shall keep the financial reports and reoords referred to above eonfidential. profbssional shall retain all its books and records o:f account for the term hereof for not less than three (3) calendar years following the last day of such term. such books and records of account his
shall
operations,
show all Professional's gross receipts, commissions, and other income derived from pursuant to this Agreement, uii oeouctions therefrom, supporting documents, and all other information requireo'uy ttiis Agreement. At any time within 09/06/2016 12
Attachment 2
three (3) fiscal-years following the last day of the term hereof, upon written notification to Professional, City may, at its sol Professional's books, records of acco
Professional,s operations at the pro
correctness of the computation of the c
statement submitted by professionai.
7 '03 Monthly Report. Professional shall file a monthiy report with the City,s Director of Administrative Seruices setting forth revenue received pursuant to Section g.01 and g.02, the sources of that revenue and the number and the class of players utilizing the Golf course. Report shall be in a fonrrat acceptable to the city.
8.0 DIVISI-ONOF'REVENUE
8'01 Ciq"s Revenue. Revenue collected by the Professional prnsuant to this paragraph shall be deposited daily for the benefit of tire City in a banking institution designated by the City. 8'01'1 Monetarv Consideration. As consideration for this Agreement, professional shall pay to the City of Coronado an amount as follo vs for the services provided as indicated:
Merchandise: Five percent (5%)
Non-Merchandise: Twenty percent (20%)
Lessons: Ten percent (I0%)
As used in this Agreement, Gross Merchandise Revenue shall mean all revenue from sale of Merchandise from the pro Shop.
As used in this Agreement, Gtoss Non-Merchandise Revenue shall mean all revenue from golf cart rentals, driving range, club rental and equipment rental, equipment repair and storage, but shall exclude tevenues from green fees, -
The professional shall not be entitled to any Differential Fee between the established Regular Cart Fee and the Toumarnent Cart Fee. The Differential Fee charged, belongs tJ tfr. city, in addition to the twenty percent (20%) Non-Merchandise due.
As used in this Agreement, Lesson Revenue shall mean all revenue from the sale of lessons from the pro Shop. The City,s development of golf that is no cost or I
The Professional shall discount Junior
twenty (20) percent. Additionally, the D
to Junior Lesson program(s) as atrrproved
8'01'2 Incentive. In order to help achieve the optimal level of play on the golf eourse, the Professional will be paid an annual incentive amount. The incentive amount will be twenty percent (20%) of the green fee revenues for up to 10,000 rounds of golf above the established base levei of golf roumds. The established base level Jgorilounds will be the 09/06/20r6 13
Attachment 2
of the contract agreement.
8'02 Revengg' Revenue shall not include federal, state, or municipal saies taxes , if any, raid over perioclically bV professional to 'a 8'03 Montt{y Payment' All consideration paid by concessionaire shall be paid monthly to the city of coronado at city Halr on or before the 15th day of the month. 8'04
percent
Late r'alument, Payments received after the due date will be char.ged a late fee of ten (r0 %) per month or portion thereof of the payment owed to the city.
8.05 hall be respons ali operating term "operating operatlng anI in the operation am, inc1foing, Salaries and other payroll expenses;
charges for utility services in connection with the pro shop and cart barn; Expenses for repair and maintenance of equipment and t*i.t irrg.; and cleaning of the pro Shop and cart-barn;
ment;
ng Professional's property and insurins
management and operation of the prJ
Deductible amounts required under #Tffflt1*|,1ff;. policies insuring Frofessional; *:,1"::"":::"1^* in settlement of claims against profession arthatare not paid by msurance carflefs:
sales taxes and all other taxes resulting from operation of the Golf course including possessoly interest taxes: and Courier deposit service.
a.
b.
d.
f
D'
h.
i.
1, I\.
l.
09t06t20r6 t4
Attachment 2
The city shall pay all proprietary expenses. As used herein the term ,,proprietary properties
expenrses" shall mean those expenses nornally paid by the o*n.. of similar type and shall include, but not be limited, tothe following:
a' Cost of property and iiability insurance attributed to the Golf course and the club b. e Driving Range);
if any should become
c. Cost of maintaining the Ciolf Course; and d' Cost of any non-routine maintenance and repair of the club house. 8'06 capital Investment' The Professional agrees to provide the city a list of capital investlnents (Exhibit c). Based on the ptluio.a . ipital list, the professional agrees to expen<l a minimum of $150,000 tgyards ihese capital improvements within the first three (3) months of the agreement. The Professional shall proviae city evidence of such investlnent to the satisfaction of the Director. 8'07 Taxes' Professional recognizes and agrees that this -,fgrgement may create a possessory interest subject to property taxation rinder section 107.6 of the Revenue and raxation code, and that the Professional may be subjeot to the payment of taxes levied on such interest' Professional agrees to, -and shall, pay all such possessory interest taxes when due and prior to delinquency, holding city ilarmr"r. rro- any such liability. professional further agrees that payment for suchlaxes, fees and assessments will not reduce any rent due the City. 8'08 Eq{gg-Majeure' Subject !o the pafiy's compliance with the notice requirements set forth below, performance- by either iutty hereun-der shall not be deemed to ue in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults ate due to war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, assaults, acts r:f God, acts of the public enemy, epidemics, qua'antine restriclions' fre.ight embargoes, lack of transportation, govemmental prioritlr, restrictions or litigation, unusually severe weather, inability -to secure necessary labor, materiiils, or tools, acts or failures to act of any public or'govenimental entlty other than the City, or any other causes beyond the conirol and without the fault of the party claimirrg an extension of time to performance, An extension of the time fbr any such cause shall be for the period of the enforced delay and s rall commence to run from the time oJ:the commencement of ther cause, if notice 6y the parly .taiming such extension is sent to the other party within thirty (30) days of the ,o--.n.rment of the cause.
9.0 GENERAL PROVISIONS
9.01.1 Indemr mitted
represe and its officen and v
Indemnitees") shall have no liabilitv
09/06/2016 15
Attachment 2
Professional shall indemnify, protect
againsl;, any and all liabilities, .lai*r,
suits, damages, judgments, liens, lev
attorneys' fees and disbursements (col
or relerte to the negligence, rer:kles
emplo,vees, agents, and subcontractor
Agreernent.
Profestiional's obligation herein does not extend to liability for damages for death or bodily injury to persons, injury to loss, d#ag. o, .*p"rrse arising from the sol'l negligence or willful mis y or its eleeted and appointed boards, officia1s, offrcers, agents, empioyees an Profesriional s the City,s Indemnitees, or at the City,s option, reimburse the I costs, attorneys' fees, expenses and liabilities (including jud curred with respect t" "y litigation in which the Prcfession defend and hold harmiess the City pursuant to this Ag;reement.
This prrovision shall not be limited by any provision of insurance coverage the Professlional may have in effeet, or may be required to obtain and maintain, during the term of this Agreement. This provision shall survive expiration or termination of this Agfeenoent. 9'0L2 Insura4ce. Professional shall obJ{n, and during the term of this Agreement maintain, policier; of comprehensive general liability and pioperty damage insuiance liom a carrier authorized to be in business of the State of California in an insurable amount of not less than trvo million dollars ($2,000,000) combined single limit per occunence. These insurar,ce policies must name the City and its elected-and appointed offrcers, officials, agents and employees as "additional insureds", and City ^shall
be provided with a
Certificate of Insurance and policy endorsement naming itt. city and its elected and appoin:ed offtcers, officials, agents and employees as "additional insureds,,.
Professional shall also carry Workers' Compensation Insurance in an insurable amount of not less than one million dollars ($1,000,000) or statutory minimum amount, whichever is greater; and Employers' Liability Insurance in an insurable amount of not less than one million dollars ($1,000,000); evidence of which is to be fumished to the City in the form of Certificate of Insurance as described above. 9'01'3 Cancel.lation or Change. Insurance provided by this policy shall not be canceled or changed so as to no longer meet the specified City insurance requirements without 30 days prior notice of such cancellation or change being delivered to ihe City at the address shown on the Certificate of Insurance.
9.02 Termination by Cib'.
09/06t2016 t6
Attachment 2
9'02.1 Termirtdton for-Dg&uh. In addition to other contractual remedies available by law to city, the ci and all rights, licenses and piivileges conveyed to Agreement, upon forty_five (+s; aly, written notic y oith. following: (1) a material breach of thisr Agr ion by Professional iri corurection with the format;ion of this Agreement or the per
services as directed by Crty; (4) if the
continue performing his obligations und
(5) if the Limited Liability Company
reason; (6) upon death or disability of
after receiving written notice, profess
unsatisfactory manner constituting a material breach of this Agreement. If professional is given, in any twelve (12) consecutive calendar month period, three (3) or more Notices relatinl; to these conditions, it shall be deemed an incurable event and this Agreement will terminate within fifteen (15) days of the third Notice.
9.02.2 Tgrmi4Lation for Bankruptcv andlor Insolvency Events. Notwithstanding anything to the contrary set forth in this Agreement, any of the following events shall be deemed an incuratrle event of default without any requirement for delivery of a Notice of Default allowing the City to terminate this Agreement and all rights; tcenses and privileges conveyed to the Profession pursuant to this Agreement: (f) the entry of urry d.rr"."o, order for relief by any court with respect to Professional in any involuntary case under the Fe, r applicable federal or state iaw; (2) the appoint Golf Course or any substantial parl'of the propert quidator, assignee, trustee or other similar official fiquidating of the uffuitr of Professional and the continrrtnce of such decree or order unstayed and in effect for a period of sixty (60) days or mol'e (whether or not consecutive); (3) the commencement by professional of a voluntary proceeding under the Federal Bankruptcy Code or any other applicable state or federal law or consent by Prolbssional to the entry of any order for relief in an involurrtary case under any such law, or consent by Professionui to the appointment of or taking of possession by a teceiver, liquidator, assignee, trustee, sequestrator or other similar offrcial substantial property of any or tn" foregoing, or the making by ral assignment for the benefit of credi-totrl'(+) Professional is they mature or admits in writing its inability'to pay its debts as nal makes a general assignment for the benefit ofcreditors; (6) Professional is adjudicated as bankrupt or insolveit; or (7) professional takes any other voluntary action related to the business of Professional or'the winding up of the arffairs of any of the foregoing.
9'03 Termin may terminate this Agreement upon ninety
(90) da e City materially breaches this Agreement if
the Pro I the City of any material breach and-ninety (90) days after receiving such notice, the city does not cure its breach. 09/06/2016 I7
Attachment 2
9.04 Reslqatlq!_af r&!qi!pq. Upon the expiration of this Agreement or the early termination as provided herein, Professional shall return the premisJs in as good a condition as at the commencement of term of setvice, ordinary wear and tear exJepted. professional shall remove all inventory and equipment prior to the date of expiration or termination, subject to conditions in subsection 9.1 1. 9'05 Transfer of Interest. Professional cannot assign, delegate, sell or otherwise transfer its censes or privileges under this
arily or by operation or process
or become insolvent or make a
ditors or fail to obtain the release ofany levy of attachment or execution upon Plofessional's payment within thirty (30) calen'du1. juy, after such levy is made, the City may terminut. th" Agreement upo" forly-five (45) calendar days written notice.
9.06 9'07 Third Farty. It is the intention of the parties to this Agreement that the provisions herein are not to be construed to inure to the benefit of third purti.u. 9"08 Exclusive Right. The city shall not itself nor shall it atrthorize otherpersons to conduct on the Coronado Municipal Golf Course those activities which tile professional is authorized or has an exclusive riglrt to conduct pursuant to this Agreement. 9'09 Amual DisclQsure-. At the request of the City, Professional shall file an annual disclosure statement setting forth all City related financial interests, as that term is used in Title 4 of the Coronado Municipal Code, held by Professional at the time of filing and those held at any time during the twelve (12) months preceding the firing, 9'10 Nondiscrimination. As a eondition in this Agreement, Professional shall do all things related to his activities under this Agreement pursuant to all applicable laws and shall not refuse to hire a prospective employee on the basis of rac., "r.Ld, religion, national origin, sexual orientation, marital status or gender. 9'11 Bu)' Out Provision. If the City elects to terminate this Agreement as provided in parcgtaph 9.02.02. (Termination for Bankruptcy and/or Ins-olvency Events) or the Professionalexercisestheprvisioninparagtaphi,o, if the city does not renew or extend the term of this'Agreement, ttie citv, ln its sole * rrrw vrLJ \"tueJ rruL rerlew ur ex[eno rne lefm oI tl1ls Agreement, the City, in itS sole discretion, will have the option to purchase ol affange to 6e purchased by a replacement Professional all of the golf carts, furniture, furnishings and equipm.nt 6nAE) and merchandise owned by the Professional in support of ihe Golf Course at its then fair market appraised value less any liens and .nru-b.un..r. Cost of the appraisal shall be borne by the City. If the C_ity or replacement Professional does not exeriise their option to purchase said property of the P::ofessional, the Professional shall remove his golf cafis, r\pprovar or rrores$lonal's Emplovees By City. Where this Agreement requires an employee of Professional to be approved by the City to perform certain duties such as set out above, approval shall be obtained prior to commencelnent of those duties. 09/06/20t6 18
Attachment 2
furniture, furnishings and equipment (FF&E) and merc9-"dtr. as required by paragraph 9'04 (Restoration of Fremises)ind is p".rorrully responsible for its sale o,. disposal.
9.I2 Compliance with Law. professional sh
operation of the premises comply wi
regulations of City, County, State and
and expense. In addition, professional
s
City Manager or his authorizeil repre
statute, ordinance or regulation.
9.13 Partial Invalidity. In the event that
unenforceable under the law as it is
from performance of such portion or
illegal or unenforceable without affect
9'14 Legal Fees'. {n jhe event of any litigation regarding this Agreement, the prevailing party shall be entitled to an award ofreasonable legal "or-1.,
incluf,ing .ourt urro attorney,s fees.
9'15 Number and (iender. words of any gender used in this Agreement shall include any other gendet, and words in the singulai number shall includ. trr. pirt"l, when the tense requires.
9.16 Captions. The Agreement outline, sectio
paragraphs shall not be held to clefine,
intent of any or all parts of this ,Agreem
this Agreement may not be consecutive.
and shall have no effect on the enforceab
9'r7 wananty' The city does not wanlnt that said premises are suitable for the purpose for which they are rented as stated herein. 9' 18 comorate Authority. Each indiviclual executing this Agreement on behalf of professional taken prior to the date hereofto qualify p
premises are situated.
9.rg eement,
panles.
premises. Each parry nr, ,.t,.u"Jlt#Jt
own attorneys, and the warranties, representations, and covenants of the Agreement itself. Each of the parties in this Agreement agrees that no other party, ug"rrt, o. attomey of anv 09/06t2016 19
Attachment 2
other party has made any promise, representation, or warranty whatsoever which is not contained in this Agreement.
The failure or refusal-of any party to read the Agreement or other documents, inspect the premises, and obtain legal or other advice relevant to this transaction constitutes a waiver of any objeetion, contention, or claim that might have been based on these actions. No modification, amendment, ot alteration of this Agreement will be valid unless it is in writing and signed by all parties.
9.20 Act If determined to be applicable, .y y \LwquLv, in accordance with Exhibit B: Conflict ofiot"t.rt oetermination, and Exhibit B-1: Conflict of Interest Scope of Disclosure, Professional shall at all tirnes comply with the terms of the Political Reform Act and the local Conflict of Interest Ordinance. The level :: d shall reasonably relate to Section 1.0 UJ 4.0 (Commercial Activities) and,lor Se fessional under this Agreement. 9'2I Disputes' Any dlspute arising out of the interpretation of this Agreement, and not in the administration of this Agreement, may be appealed to the Ciiy Manager. The City Manager's determination shall be considered final. 9'22 Govemins Law' This Agreement and all matters relating to it shall be govemed by the laws of the State of California ayd any action brought reliting to this Agreement shall be held exclusively in a state court in the County of Sin Diego. -professional hereby waives the right to remove any action from San Iiri.go County as is otherwise permitted by Califomia Code of Civil procedure Section 394. 9'23 Rights Cumulative. All rights, options, and remedies of the City contained in this Agreement shall be construed and held tr be cumulative, and no orr" ff th" same shall be exclusive of any other, and the City shall have the right to pursue urry or. of all of such remedies or any other remedy or relief which may b1 ptouid.d by iaw, whether or not stated in this Agreement. 9'24 Drafting Ambieuitieq. The Parlies agreethat they are awarethat they have the right to be advised by counsel with respect to the negotiations, terms anj conditions of this er or not to seek advice of counsel with respect to
is the sole responsibiiity of each party. This
favor of or against either party by reason of the
in the drafting of the Agreement.
9 '25 Waiver. No waiver by either party of a breach by the other party of any of the terms, covenants, or conditions of this Agreement shall be construedor ireld to be a waiver oi any succeeding or preceding breach of the same or any other term, covenant or condition herein contained. No waiver of any default of either party hereunder shall be implied from any omission by the other party to take any action on account of such default if such 09106t20r6 20
Attachment 2
default persists or is repeated, and no express waiver shall affect default other than as specified in said waiver.
9"26 Sisnatures. Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its piincipal to enter into this AGREEMENT, and thar all resolutions or other actions have been taken so as to enable it to enter into this AGREEMENT. This Agreement may be executed in separate parts and delivered via facsimile or email (attaching a .pdf document) transmission with the Parties' signatures thereon, and such facsimile or email signatures shall be binding upon the Parties so signing.
fSignatures on next page.]
09106t2016 21
Attachment 2
IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of September 2016.
CITY: BRIAN SM
By:
resident and CEO
Mary L. Clifford, City Clerk Date
Blair King, City
Date:
APPROVAL AS TO FORM:
N Canlas, City Attomey
ATTEST:
09t06t2016 22
Attachment 2
EXIIIBIT A
ADDENDUM
This Addendum serves as a tetter of Understanding bel,ween the City and the Professional with regard to the following measures:
1. Gift Certificates. Gift eertificates are filled out with the dollar amount and identification number. Gift Certificate sales shall be deposited in a holding account maintained by the Professional. No sale is recorded.
When the gift certif,rcate is redeemed, a sale shrall be recorded and the cash is moved from the holding account and identified as a sale. The Professional shall pay the City by the agreed upon percentage for any gift certificate redeemed during that month, Merchandise: Five Percent (5%)
Non-Merchandise: Twenty Percent (20%)
Lessons: Ten Percent (10%\
A monthly detail listing of "open" gift Certificates shall be maintained by the Professional and provided with the month end report. The City shall reimburse the Professional, less the appropriate percentage listed above, for gift certificates purchased prior to assuming responsibiiity for the concession
2. Customer Accounts. This classification includes advance payments from groups andlor individuals and amounts due the City for services andlor goods rendered.
Revenue received for goods and/or services on a customer's account is recorded in the Professional's unearned revenue account until the day the goods andlor services are provided, at which point the cash amount is moved from the unearned revenue account and identified as a sale (excluding revenue for food and beverage service which is paid to the Food and Beverage Concessionaire in accordance to section 1.04).
3. Cash Over and Short. This item shall be accourrted for separately and considered during any re-negotiation.
4. Bad Checks. The Professional shall make a good faith effort to collect all bad checks. If the Professional is unable to collect, the City will pursue reimbursement via their colleetion process. This item will be accounted for separately and considered during any re-negotiation.
5. Sales Tax. Preparation of a monthly sales tax report and actual payments to State Board of Equahzation are the responsibility of the Prof'essional.
6. Montb_Eqd_B9pAg. The Professional shall provide two (2) copies of month-end summary report on or before fifth (5th) working day of the following month. 09t06t20t6 L3
Attachment 2
7. Change Fund, A change fund shall be maintained by the Professional. 8, Credit Card Fees, These are the responsibility of the Professional (except for green fees), 9, Paid-Out Cash. These are the responsibility of the Professional and should be limited to the highest degree possible.
0910612016 24
Attachment 2
EXIIIBIT B
CONFLICT OF' INTEREST DETERMINATION
Consultant shall at all times comply with the telms of the Political Reform Act and the local eonflict of interest ordinance, Consultant shall irnmediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the Consultant has a financial interest as defined in Government Code Section 87103. Consultant represents Ihat it has no knowledge of any financial intelests which would require it to disqualify itself from any matter on which it might perform services for the City. "Consultant"' means an individual who, pursuant to a contract with a state or local agency:
(A) Makes a govemmental decision whether 1.o:
1. Approve a rate, rule or regulation;
2. Adopt or enforce a law;
3. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorizalion or entitlement;
4. Authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires City approval;
5. Grant City approvalto a contract that requires City approval and to which the City is a parly, or to the specifications for such a
6. Ht?liitn, approval to a plan, design, report, study, or similar item;
7. Adopt, or grant City approval of, policies, standards, or guidelines for the City, or for any subdivision thereof; or
(B) Serves in a staff capacity with the City and in that capacity participates in making a governmental decision as defined in R.egulation 18702.2 or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City's Conflict of Interest Code.
DISCLOSURE DETERMINATION:
1, Consultant/Contractor will not be o'making a govemment decision" or "serving in a staff capacity" as defined in Sections A and B above.
No diselosure required.
1 The City's Conflict of Interest Code and the Political Reform Acl refer to "consultants," not "contractors," The City's professional services agreements might refer to the hired professional as a "gontractor," not a "consultant," in which case the Conflict of Interest Code may still apply. The Conflict of Interest Code, however, does not oover oublic works contractors.
0910612016 25
Attachment 2
2. consultant/contractor will be "making a government decision,, or "serving in a staff capacity" as defined in sections A and B above. As a e, with the City Clerk of the City of
red by law, a Statement of Economic
the City of Coronado Conflict of practices Commission, to meet the requirements of the political Reform Act. * operty, income, loans, business positions
to the project for which ?ROFESSIONAL
sure for PROFESSIONAL is attached hereto as
Signature
Name
City Manager Approval of Determination
City Attorney Approval of Determination
Department
09/06/2016 26
Attachment 2
EXHIBIT B-1
CONF'LICT OF' INT]XREST SCOPE OF' DISCLOSURE
ffi:llJ:i,t*1;"Real
propertv" interests are limited to rear properry in rhe city of coronado, "J;1":[:?T:'6ff il?;#:J:;iil:ff $il'":f,Tfi
more during the reporting period from sourees that are "?n:,,**:::ffi",,T:, business entities engaged in the business of providing Golf professional services. (For use in preparing California Form 700)
Investments: "Investment" means a financial interest in business of providing Golf professional services.
any business entity engaged in the
09/06/20r6 27
Attachment 2
EXHIBIT C
BRIAN SMOCKGOLX" LLC
CAPITAL
Balls - Wikon, 2 pieoe 90 compression (per Dozen)
pick Up Equipment
Range Plow - width2,3,4 or 5 Gang
Drive Unit, Kohler Engine 15 hp
Automatic Emptying System for 5 Gang HD Ball picker ($5495 version) Cart Adapter -
Manual Picker - single or dual basket
Cleaning/Distribution Equipment
Ball Ditch + Ditch Elevator - Est $7K+ (call for system control pricing) Ball Washer 600 ball capacity/l5K/|r - 3,000 cap, 30K/hr Ball Pre-Soaker, Loading Tray & Connector
Blower System
Blower Hose - price per 100 feet
Ball Receiver, Receiver w/sound proofing, overfill sensor Dispensing Equipment
BalI Dispenser
Payment System
Cash Registers & Payment System Software
Touch Packases
Range Equipmenl
1008 $s.6s
I $1,995,00
I $0.00
1 $2,47s.00
1 $23s.00
1 $339 00
I $6,83s,00
I $1,995.00
1 $4,53s.00
1 $0,00
I $0.00 I $0.00
1 $4,411.s0
l $1,s9s.00
I $1,000 00
1 $o.oo
20 $219.00
20 $239.00
$7.15 Qty price breaks
$4,49s,00
$10,395.00 May lease
$2,74s,00
$2ss,00
$s9s.00
System Control
$6,835,00 extra
$3,69s,00
$4,535.00
$9,295.00 May not need
$325.00 May not need
$2,860,00 May not need
$14,s9s.00
$4,796.00
$2,000.00
$6,595.00 May nor need
$639.00 Volume discounts
$425.00 Smart - $2495
$s,69s.20 $7 ,207.20
s1,99s.00 $4,49s.00
$0,00 $10,39s.00
$2,47s.00 $2,74s.00
$23s.00 $2ss.00
$339.00 $s9s,00
$6,835.00 $6,83s.00
$1,99s.00 $3,69s.00
$4,53s,00 $4,53s,00
$0.00 $9,29s.00 $0.00 $32s 00
$0.00 $2,860,00
$4,41 l.s0 $14,s9s,00
$1,s95.00 $4,796.00
$1,000,00 $2,000.00
$0.00 $6,s9s.00
$4,380.00 $12,780,00
$4,780.00 $8,s00.00
Range matts
Tee Dividers
Tables, Umbrellas Benches - possibly fi"e f.om Call.a*av Camera to watch back 9
$0.00
$2.000.00
$40,000.00
$4,000.00
$0.00 $40,000.00
$2,000.00 $4,000.00
Rental Clubs
Handicapped Cart
caged vehicles
utility vehicle
Pull carts
Watt Mizer System for cart charging optimization
Free if RangeBalls, $0.00 $1,100.00Callaway $0.00 $5s,000.00 $4,000.00
$0.00
$0,00
$200.00
s0 00
$8,000,00 Buy from Ron?
$10,000.00 May lease
$10,000.00 May lease
$2s0.00
$3,500.00 May not need
$4,000.00
$0.00
$0.00
$6,000.00
$0.00
$8,000.00
$1 0,000.00
$20,000.00
$7,s00.00
$3,500.00
Copier for Toumament Score Sheets
Poduim $2,000,00
$300.00
$10,000.00 Buy from Ron?
$1,129.00 Make or Buy
$2,000.00 $10,000.00
$300,00 $1,129.00
Renovation
Computers
$20,000.00 $60,000.00ScopeTBD
$800.00 $1,s00.00
$8,000 00 $8.000.00
$1,000.00 $1,000.00
$1,799.00 $8,000,00 May be SAAS
$4,000.00 $4,000.00
$3,7s0.00 $3,7s0.00
$299.99 $2,000.00
$0,00 $10,000,00 May be provided
$20,000,00 $60,000.00
$3,200.00 $6,000,00
$8,000.00 s8,000,00
$2,000.00 $2,000.00
$1,799.00 $8,000.00
$4,000.00 $4,000.00
$3,7s0.00 $3,7s0.00
$1,199.96 $8,000.00
$0.00 $10,000.00
Phones ( heather,2 Cash, I Ron, 1 Starter) - intercom, Restauratnt, Loud Speaker Paging, Ring in ability
Safe (3' p - $lK Bank - start day) Shift Drop for Money, Credit Card Receipts)
POS System (FORReservation - City Reservation Systern?
Credit Card System Integration with City - Hard & Expensive Security System
Security Cameras (rec. 4)
Merchandise Displays
Office Fumiture - Desks, filing cabinetiS*[shetoeilliiffi $3,000 00 $1,000.00
$10,000 00
$4,000.00
$3,000.00 $10,000.00
$3,000,00 $12,000.00
Storeroom Storage Racks
$104,519 66 $393,382.20
Attachment 2