MANAGEMENT AGREEMENT
MONARCH BAY GOLF CLUB
CITY OF SAN LEANDRO
“OWNER”
and
AMERICAN GOLF CORPORATION
“MANAGER”
June 1, 2020
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TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS........................................................................................................... 5 ARTICLE 2 TERM OF AGREEMENT........................................................................................... 5
2.1 Term....................................................................................................................... 5
2.2 Termination of Existing Lease Agreement............................................................. 5 ARTICLE 3 OPERATING RESPONSIBILITIES............................................................................... 6
3.1 Grant to Manger .................................................................................................... 6
3.2 Annual Plans........................................................................................................... 6
3.3 Technical Assistance Services ................................................................................ 7
3.4 Special Consulting Services.................................................................................... 7
3.5 Responsibilities of Manager................................................................................... 8
3.6 Personnel ............................................................................................................... 9
3.7 Restrictions on Use of Facility.............................................................................. 11
3.8 Liquor License ...................................................................................................... 11 ARTICLE 4 INSURANCE .......................................................................................................... 12
4.1 Coverage .............................................................................................................. 12
4.2 Policies and Endorsements.................................................................................. 14
4.3 Subcontractors..................................................................................................... 15
4.4 Submittal of Proof of Insurance Coverage........................................................... 15
4.5 Manager’s Limits of Liability ................................................................................ 16 ARTICLE 5 MANAGEMENT FEES............................................................................................ 16
5.1 Base Management Fee ........................................................................................ 16
5.2 Incentive Management Fee ................................................................................. 16
5.3 Payment Schedule ............................................................................................... 16 ARTICLE 6 BANK ACCOUNTS; WORKING FUNDS; RECORDS AND REPORTS; REMOVAL OF PROPERTY ....................................................................................................... 16
6.1 Bank Accounts...................................................................................................... 16
6.2 Expenditures........................................................................................................ 17 DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
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TABLE OF CONTENTS
(continued)
Page
6.3 Account Funding .................................................................................................. 17
6.4 Insufficient Funds................................................................................................. 17
6.5 No Default Due to Lack of Funds......................................................................... 18
6.6 Books and Records............................................................................................... 18
6.7 Reports to Owner................................................................................................. 18
6.8 Accounting Firm................................................................................................... 18
6.9 Manager Accounting Software; Other Personal Property Owned by Manager............................................................................................................... 18 ARTICLE 7 TERMINATION RIGHTS ......................................................................................... 19
7.1 Termination by Owner......................................................................................... 19
7.2 Termination by Manager ..................................................................................... 19
7.3 Curing Defaults..................................................................................................... 20
7.4 Effect of Termination ........................................................................................... 20
7.5 Remedies Cumulative .......................................................................................... 20
7.6 Indemnification re Post-Termination Events....................................................... 20 ARTICLE 8 ASSIGNMENT........................................................................................................ 20
8.1 Assignment........................................................................................................... 20
8.2 Successors and Assigns........................................................................................ 21 ARTICLE 9 DAMAGE OR DESTRUCTION................................................................................. 21 ARTICLE 10 MAJOR CAPITAL IMPROVEMENTS ....................................................................... 22 ARTICLE 11 GENERAL PROVISIONS ......................................................................................... 22
11.1 Purchases by Manager......................................................................................... 22
11.2 Purchases from Manager Affiliates...................................................................... 22
11.3 Indemnities.......................................................................................................... 22
11.4 Facility Names...................................................................................................... 23
11.5 Notices................................................................................................................. 24
11.6 Mortgages............................................................................................................ 25
11.7 No Partnership or Joint Venture.......................................................................... 25
11.8 Modification and Changes................................................................................... 26
11.9 Understanding and Agreements.......................................................................... 26
11.10 Headings............................................................................................................... 26
11.11 Consents............................................................................................................... 26 DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
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11.12 Survival of Covenants........................................................................................... 26
11.13 Third Parties......................................................................................................... 26
11.14 Waivers ................................................................................................................ 26
11.15 Applicable Law ..................................................................................................... 26
11.16 No Presumption Regarding Drafter..................................................................... 26
11.17 Enforceability of Any Provision............................................................................ 27
11.18 United States Currency ........................................................................................ 27
11.19 Counterparts........................................................................................................ 27
11.20 Attorney’s Fees.................................................................................................... 27
11.21 Gender and Number............................................................................................ 27
11.22 Further Assurance................................................................................................ 27
11.23 Waiver of Jury Trial .............................................................................................. 27
EXHIBITS
EXHIBIT A - Definitions
EXHIBIT B - Annual Plan for First Operating Year (Commencement Date - June 30, 2021) EXHIBIT C - Form of Lease Termination Agreement
EXHIBIT D - Schedule of Current Golf Course Fees
EXHIBIT E – Maintenance Standards
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MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (“Agreement”) is made and entered into effective as of ______, 2020 (the “Commencement Date”) by and between the City of San Leandro, California (“Owner”), and AGC Management, LLC, a Delaware limited liability company (“Manager”).
RECITALS
A. Manager, together with its affiliates, is engaged in the ownership, management, and operation of golf courses and country clubs throughout the United States.
B. Owner is the owner of that certain real property located at San Leandro, California, known as “Monarch Bay Golf Club,” which includes a 9-hole Executive Par 30 golf course; an 18-hole Regulation Par 71 golf course; double-deck driving range; practice short game area; practice putting green; clubhouse with restaurant, bar, banquet room, and pro shop; cart storage building; maintenance building with storage yard; and other related amenities, buildings, structures, and improvements related thereto (the “Facility”).
C. Manager currently leases the Facility from Owner under a Lease Agreement dated November 15, 1997 (the “Lease”).
D. The parties will terminate the Lease effective as of the Commencement Date.
E. Owner desires to utilize the services and expertise of Manager in the management, and operation of the Facility, and Manager desires to render such services upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, Owner and Manager hereby agree as follows:
ARTICLE 1 - DEFINITIONS
As used in this Agreement, terms not otherwise defined in the body of this Agreement shall have the respective meanings set forth in Exhibit A to this Agreement.
ARTICLE 2 - TERM OF AGREEMENT
2.1 Term. The term of this Agreement shall commence on the Commencement Date and shall continue through November 15, 2024 (the “Initial Term”). Upon expiration of the Initial Term, the parties may mutually agree to renew this Agreement for up to two (2) successive five (5) year terms (Renewal Terms) by setting forth their intention to do so in writing. The Initial Term and Renewal Terms (if applicable) are collectively referred to herein as the Term.
2.2 Termination of Existing Lease Agreement. Owner and Manager shall enter into a Lease Termination Agreement for the termination of the Existing Lease Agreement effective as of the Commencement Date, in the form of Exhibit C attached hereto and made a part hereof.
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3.1 Grant to Manager. Except as otherwise expressly provided in this Agreement, Owner grants to Manager the right to manage and operate the Facility pursuant to the terms of this Agreement, and Manager agrees that it will manage and operate the Facility in accordance with this Agreement, the approved Annual Plan, except as otherwise set forth in this Agreement.
Manager shall perform its services in a timely and diligent manner. Manager, with the approval of Owner and in accordance with the terms of this Agreement, shall have the authority and responsibility to: (a) implement each approved Annual Plan; (b) determine, establish, and implement the policies, standards, and schedules for the operation and maintenance of the Facility and all matters affecting customer relations; (c) hire, train, and supervise the general manager, course superintendent, and all Facility employees; (d) supervise and direct all phases of advertising, sales, marketing, and business promotion for the Facility; and (e) establish payroll procedures and functions for the Facility. To the extent the foregoing duties are discussed, detailed, or included in the Annual Plan, Manager will carry out such duties consistent with the Annual Plan. Owner agrees it will reasonably cooperate with Manager to permit and assist Manager to carry out its duties under this Agreement provided Manager provides reasonable advance notice for such cooperation and assistance.
3.2 Annual Plans.
3.2.1 Preparation. Manager will submit to Owner no later than January 31st of each year thereafter an “Annual Plan” for the following fiscal year (commencing July 1st) consisting of (a) a budget that shall include for the ensuing year estimates for the projected detailed revenues of the Facility (detailed on a line item basis) and the projected detailed expenditures for (i) property operation and maintenance, (ii) capital improvements which constitute normal repairs, replacements, and alterations for the following operating year which the Annual Plan otherwise covers, (iii) furnishings, equipment and operating inventory, (iv) advertising, sales, and business promotion, (v) employee compensation and (vi) an operating/business plan for the Facility setting forth a marketing and promotions plan, a schedule of proposed golf fees, an operating schedule (which shall include hours of operation and staffing levels), a maintenance plan, and to the extent applicable, membership sales plans, membership dues, and initiation fee schedules. Owner acknowledges that the Annual Plans, budgets, and operating/business plans contained therein are estimates and will not and do not constitute a guarantee of the actual revenues or expenses of operating the Facility. The parties understand that, as provided in Section 10, budgets for Major Capital Improvements will be treated separately and will not form part of the Annual Plans. The Annual Plan for the initial Operating Year (which in this case, shall commence on ______ and conclude on June 30, 2021) is attached as Exhibit B to this Agreement.
3.2.2 Approvals. Each Annual Plan shall be subject to the prior written approval of Owner, and the new Annual Plan for a given Operating Year cannot go into effect without such DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 7 of 28 approval from Owner, such approval not to be unreasonably withheld. Manager acknowledges that Owner approval may require review and action by Owner’s governing body, the City of San Leandro City Council, prior to Owner’s written approval of the new Annual Plan. In the event of a dispute with regard to an Annual Plan, the parties shall use good faith efforts to resolve such dispute. Pending the resolution of such dispute, Manager shall continue to manage and operate the Facility in accordance with the standards set forth in this Agreement and the most recent approved Annual Plan, as it may have been mutually amended by the parties during the preceding year in accordance with the Agreement, at a level of expenditures comparable to those of the preceding year subject to reasonable increases in Operating Expenses requested by Manager due to (a) increases in the number of members or guests using the Facility, (b) increases in Gross Revenues, or (c) other matters beyond the reasonable control of Manager (e.g., without limitation, increases in utility rates, etc.). Once approved, Manager may propose amendments or revisions to the Annual Plan to take into consideration variables or events that did not exist, or could not be anticipated by Manager, at the time the Annual Plan was prepared. Any such proposed amendments or revisions shall be submitted in writing and shall be subject to Owner’s approval.
3.2.3 Compliance. Manager shall comply with the applicable Annual Plan. If Manager anticipates that Operating Expenses will exceed amounts budgeted in the Annual Plan for a given Operating Year, it shall promptly notify Owner of the same with detailed explanation and amended projections for the operating year, which shall be submitted in writing and subject to Owner’s approval.
3.2.4 Emergency Expenditures. Notwithstanding anything in this Agreement to the contrary, in the event an emergency arises by act of God or any event or act beyond the control of Manager, or a dangerous condition exists that requires immediate repair, or a governmental directive or order is issued to Owner, Manager is authorized to take such actions as may in its reasonable discretion be required (including expending any funds reasonably necessary to respond to such condition or event); provided, however, that Manager shall immediately notify Owner of the emergency situation (or governmental directive or order) and the action Manager proposes to take, or has taken (including the amount of any expenditures).
3.3 Technical Assistance Services. During the Term, Manager will provide, as needed, certain supervisory and consulting services to the Facility from Manager’s regional and corporate technical assistance services program, including business planning and budgeting, training, security, marketing and sales, central purchasing, merchandising, food and beverage, maintenance, human resources, and legal compliance. Except as provided in Section 3.4 below, these services will be provided by Manager without any additional charge to Owner.
3.4 Special Consulting Services. In addition to the services described in Section 3.3 above, upon Owner’s prior written request and approval, Manager may provide to the Facility additional consulting services not contemplated by this Agreement which would not otherwise be performed in the ordinary course of day-to-day operations of the Facility, including but not DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 8 of 28 limited to special legal consultation, construction and design consultation, and construction supervision related to Major Capital Improvements (“Special Services”). Upon Owner’s written request for the performance of a Special Services project, Manager shall prepare a scope of work and budget and submit to Owner for review and approval. Manager acknowledges that the Owner’s Purchasing Guidelines must be adhered to, which may include a requirement for a Request for Proposal and/or multiple bids be procured for the proposed service. Manager shall not commence any Special Services project without Owner’s prior approval.
3.5 Responsibilities of Manager. Without in any way limiting Manager’s right and obligation to manage and operate the Facility in accordance with and subject to the Annual Plan, Managershall, in its own name or in the name of Owner, perform the following services, or cause the same to be performed for the Facility:
(a) Manage all activities of the Facility that are included in the Annual Plan as approved by Owner. Manager will operate the Facility to high quality standards that meet or exceed industry practices for similar facilities in the San Francisco-Oakland-San Jose Bay Area in accordance with Exhibit “E“, as provided for in the approved Annual Plan, and subject to and consistent with other provisions of this Agreement as contained herein. All references to “Operator” in Exhibit “E” shall be deemed to be references to “Manager.” In the event of any conflict between the terms and provisions of Exhibit “E” and this Agreement, the terms of this Agreement shall control. For clarity and the avoidance of doubt, the parties hereby acknowledge and agree that while the Manager is responsible for supplying the labor and expertise for the performance of Manager’s obligations under Exhibit “E,” all such obligations including the provision of necessary labor are an Expense of the Facility, and Manager’s ability to perform these obligations is subject to and dependent upon necessary funding from Owner, in accordance with the approved Annual Plan.
(b) enter into contracts for the furnishing of utilities, maintenance, and other services to the Facility, in Owner’s name;
(c) use commercially reasonable efforts to comply and perform the scope of services set forth in the “Requirements of Service, Operational and Maintenance Guidelines” for the Facility attached hereto and incorporated herein by reference as Exhibit “E”. These include the specific tasks and service obligations that the Owner deems appropriate and necessary for the efficient maintenance and operation of the Facility as set forth in the approved Annual Plan; (d) incur such expenses on behalf of Owner as shall be necessary for the operation and maintenance of the Facility to the standards set by this Agreement and the Annual Plans, including without limitation incurring lease expenses for Furnishings and Equipment, costs for Operating Inventory, and prorated expenses for insurance premiums in accordance with insurance coverage required hereunder;
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City of San Leandro and American Golf Corporation Page 9 of 28 (e) maintain a level of Operating Inventory necessary to satisfy the quality standards set by this Agreement and the Annual Plans and to supply the needs of the Facility and its customers;
(f) apply for, obtain and maintain, in addition to the liquor license described in section 3.8 below, all licenses and permits required by Owner (or by applicable Legal Requirements) in connection with the operation and management of the Facility, in Owner’s name or in Manager’s name as may be applicable; and Owner agrees to execute any and all applications and such other documents as shall be required and to otherwise cooperate, with Manager in the application for, and obtaining and maintenance of, such licenses and permits; (g) use its efforts to do, or cause to be done, all such acts and things in and about the Facility as shall be necessary to comply with all Legal Requirements, and to discharge any lien, encumbrance, or other charge on the Facility, including hiring legal representation after Owner’s approval and paying attorney’s fees, as necessary to comply with Legal Requirements and defend the Facility against legal claims.
(g) maintain a method of accounting in accordance with Generally Accepted Accounting Principles consistently applied (“GAAP”) that accurately reflect the Gross Revenues, Operating Expenses, and disbursements of Manager in connection with the Facility’s operations.
3.6 Personnel.
Owners Representatives; Course Manager; Experience of Personnel.
Owner’s Representatives.
Public Works Director means the person designated by Owner to administer and monitor this Agreement on behalf of Owner, which person shall be appointed by Owner, in its sole discretion.
Director’s Appointee means the Owner’s day to day representative responsible for the weekly monitoring of Manager’s performance under this Agreement who shall be Manager’s principal contact person from Owner.
Manager Representatives.
The “Course Manager” provided by Manager shall be responsible for Manager’s performance of the services described in this Agreement. Manager agrees that at all times its Course Manager shall have at least three (3) years’ experience in similar operations. The name and telephone number, both personal and business, of the Course Manager shall be provided in writing to the Director’s Appointee.
The Course Manager shall be reasonably available during normal working hours to meet with the Director’s Appointee. After normal working hours, the Course Manager DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 10 of 28 shall be reasonably available to appear at the Facility if deemed necessary by the Director’s Appointee. The Course Manager shall have full authority to act for Manager on all matters relating to the performance of services under this Agreement and shall be the principal contact person for the Director’s Appointee.
3.6.1 Owner acknowledges and agrees that the Course Manager and Superintendent currently in place as of the Commencement Date are acceptable to Owner.
Neither the Course Manager nor the Golf Course Superintendent shall be replaced unless Owner has approved their replacements. Owner agrees not to unreasonably withhold approval of any such replacement. Manager agrees that at all times the Golf Course Superintendent shall have at least three (3) years’ experience in the provision of golf landscape and grounds maintenance services. Manager shall employ all of the employees of the Facility, and all such employees shall be deemed employees of Manager and not employees of Owner or joint employees of Owner and Manager. Manager shall recruit, hire, train, discharge, promote and supervise the management staff of the Facility (i.e., the general manager or course manager, the assistant managers, the course superintendent, department heads and other key personnel), and Manager shall supervise through the management staff the recruiting, hiring, training, discharge, promotion, and work of all other employees of the Facility. For a period of one year after the date of termination of this Agreement pursuant to Section 7.1, Owner shall not solicit or hire as an independent contractor, consultant or employee any general manager or superintendent hired or employed by Manager after the Effective Date for the Facility, without the written consent of Manager; provided however, Owner may solicit or hire or engage any general manager or superintendent employed at the Facility prior to the Effective Date without the consent of Manager. In the event that Owner is dissatisfied with the performance of any Manager personnel, the following procedure shall be followed: (i) Owner shall communicate any complaints regarding personnel below the rank of general manager to the general manager and shall communicate complaints regarding the general manager to Manager’s regional manager for the region in which the Facility is located, and (ii) Manager shall reasonably and promptly investigate and take appropriate action, as determined by Manager, with respect to Owner’s complaints. All employees of the Facility shall be properly qualified for their positions. The Compensation of the management staff and all other Facility employees shall be an expense of the Facility payable by Owner in accordance with this Agreement. Further, Manager acknowledges and agrees that all Facility employees are subject to the City of San Leandro Living Wage Ordinance.
3.6.2 Benefit Plans. As described in any and all Owner approved Annual Plans, Manager shall provide eligible employees of the Facility employee retirement benefits and disability, health and welfare benefits and other benefit plan or plans now or hereafter available to employees of Other Manager Facilities and to charge the Facility with its allocable share of such Manager plan or plans. Manager shall have the right to provide eligible employees of the Facility with a profit-sharing plan.
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3.6.3 Temporary Assignment of Other Manager Personnel. If Manager shall reasonably deem it advisable, and after Owner’s prior approval, Manager may temporarily assign to the Facility the general manager, the head golf professional, and other members of the management staff from the employees of Manager or Affiliates of Manager or from the staff of Other Manager Facilities. During such time as these employees are temporarily assigned to the Facility, all such employees will be paid their regular Compensation, and the pro-rata share of such employees’ Compensation equal to the actual time such employees worked at the Facility shall be an expense of the Facility.
3.7 Restrictions on Use of Facility.
(a) The Facility shall be used solely for the operation of a golf course, and to the extent applicable, a retail golf shop, bar and restaurant, banquet facility, driving range, and such other uses and amenities as may be approved by Owner and are compatible with the operation of a golf course including, by way of illustration and not limitation, a golf school. (b) Manager agrees not to carry on any dangerous activity at the Facility, or to use the Facility for any purpose which would increase existing rates of insurance or cause tort claims, litigation, or cancellation of any insurance policy carried by Owner or Manager. Manager shall cause the Facility to comply with all legal and insurance requirements relating to the condition, use, and occupancy of the Facility.
• 3.7.1 Material Change to Golf Operations. Manager acknowledges that Owner is in negotiations with a developer for redevelopment of portions of the Shoreline area. As part of that proposed project, Owner intends to sell a portion of the existing Executive golf course and to redevelop the remaining land to a new 9 hole, par 3 course (with a foot/disc golf component). During the timeframe that the Executive course is closed, Manager shall offer reduced fees for the public who wish to play 9 holes only on the par 71 golf course, as set forth in the approved Annual Plan. Manager shall continue to receive full Management Fee, as outlined in Section 5.1 during the time that the Executive course is closed.
3.8 Liquor License. Manager shall, as an expense of the Facility, maintain the current liquor license issued by the State of California in Manager’s name, permitting the sale of alcoholic beverages (including beer, wine, and liquor) at the Facility. Manager shall be solely responsible for liquor sales at the Facility and agrees to comply with all requirements of the rules and regulations of the State of California governing the sale of alcoholic beverages. As an expense of the Facility, Manager shall maintain the liquor license(s) in good standing, pay all required fees in connection therewith, and otherwise ensure the proper right and permission to sell alcoholic beverages at the Facility.
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City of San Leandro and American Golf Corporation Page 12 of 28 ARTICLE 4 - INSURANCE
4.1 Coverage.
(i) Manager agrees to procure and maintain, as an expense of the Owner in accordance with the approved Annual Plan, at all times during the Term, a minimum of the following insurance: Commercial general liability insurance (CGL) for the Facility, at least as broad as Insurance Services Office (ISO) CG 00 01, including without limitation bodily injury, personal injury, property damage, products liability, contractual liability covering the provisions of this Agreement, and liquor liability, in an amount not less than Ten Million Dollars ($10,000,000) single limit per occurrence to be paid as an Expense of the Owner in accordance with the approved Annual Plan. Manager shall be named as the insured under such policy, and Owner shall be named as additional insured for both ongoing and completed operations liability at least as broad as ISO CG 20 10 and ISO CG 20 37, and on a primary and non-contributory basis at least as broad as ISO CG 20 01 04 13. Such limits may be achieved through the use of an umbrella or following form Excess Liability insurance sufficient to meet the requirements of this Section. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this agreement, then said policies shall be “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including the additional insured and primary insurance requirements stated herein.
The CGL and automobile liability Insurance in this section and section (ii) following shall be guaranteed cost policies not subject to any deductible or SIR. Notwithstanding the foregoing, in the event that the parties should agree in the future that the CGL or automobile liability insurance provided for the course shall have deductibles and/or SIRs, any and all deductibles and SIRs shall be the sole responsibility of Owner, unless Manager owes indemnity to Owner in accordance with section 11.3.1 below. Any and all SIRs must be susceptible of being satisfied under the CGL and Excess policies through payments made by the Owner, additional insured, co-insurers, and/or insureds other than the First Named Insured. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible.
Owner reserves the right to require a full certified copy of all insurance required in this Article 4 – Insurance. Manager shall provide a certificate of Insurance with copies of all required provisions with respect to all policies and a copy of the Declarations and Endorsements pages for the Commercial General Liability Insurance.
(ii) automobile liability insurance in an amount not less than One Million Dollars ($1,000,000) single limit per occurrence, as an Expense of Owner in accordance with the approved Annual Plan. Manager shall be named as the insured under such policy, and Owner shall be named as additional insured.
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City of San Leandro and American Golf Corporation Page 13 of 28 (iii) Manager agrees to procure and maintain, at Owner’s expense in accordance with the Annual Plan, at all times during the Term, workers’ compensation insurance with limits of not less than $1,000,000 per accident covering all Facility employees who are Manager’s employees, as required by law. Policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Manager, its employees, agents and subcontractors. This insurance shall provide an endorsement containing express waiver of any right of recovery or subrogation by the insurance company against Owner, its agents and employees.
(iv) Employment Practices Liability Insurance in an amount not less than the comprehensive general liability insurance in item 4.1 (a) (i) above, as an expense of the Owner in accordance with the approved Annual Plan.
(v) Comprehensive crime insurance, in an amount not less than Five Hundred Thousand Dollars ($500,000) per occurrence, as an Expense of Owner in accordance with the approved Annual Plan. Manager shall be the named insured, and Owner shall be named as an additional insured. Owner acknowledges that Manager’s crime insurance contains a selfinsured retention of $25,000 (“SIR”) and that any and all costs, damages, payments or losses related to any claim, which are less than the SIR, are an expense of the Owner unless Manager owes indemnity to Owner under Section 11.3.1 below.
The foregoing are minimum required insurance coverages and do not in any way represent, warrant, or imply that such coverage is sufficient to adequately cover any liability under this agreement. The full coverage and limits of insurance carried by Manager shall be available to Owner and these insurance requirements shall not in any way act to reduce coverage that is broader or includes higher limits than those required.
The insurance required under this agreement shall be the greater of the full amount of the insurance coverage and limits carried by or available to Manager, or the minimum insurance requirements set forth above, whichever is greater. Any insurance proceeds in excess of the specified minimum limits and coverage required, which are applicable to a given loss, shall be available to Owner. Manager shall furnish Owner with certificates of insurance, including all required amendatory and additional insured endorsements including Workers' Compensation waiver of subrogation endorsement (or copies of the applicable policy language effecting coverage required by this clause), and a copy of the declarations and endorsement pages of the CGL policy listing all policy endorsements to Owner. Owner reserves the right to require full certified copies of all insurance coverage and endorsements.
Owner reserves the right to require and verify that all of Manager’s contractors, subcontractors, and third-party service providers maintain the same types of liability insurance coverage with limits of insurance appropriate to their risk meeting all the indemnity and liability requirements stated herein required of Manager under this agreement and provide proof of such upon request to the Owner. Manager shall also require in connection with the service providers, contractors, and subcontractors commercial general liability insurance policies to provide endorsements (i) DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 14 of 28 naming Owner as an additional insured, (ii) agreeing that the coverage shall be primary and shall not require contribution from Owner’s insurance or self-insurance program, and (iii) a waiver of subrogation rights in favor of Owner. Provided however, the parties acknowledge and agree that Manager is not involved in engaging any contractors, subcontractors or third-party service providers involved in any work being done as referenced in Section 3.7.1 herein, and shall have no responsibility for any insurance requirements related to such contractors, subcontractors or service providers.
(b) Owner shall have the right to raise the minimum amount of any insurance to be maintained with respect to the Facility to make such coverage comparable to the amount of insurance carried with respect to other comparable facilities, taking into account the size, character, and location of the Facility. In each Annual Plan, Manager shall submit to Owner a schedule setting forth any recommended changes to the insurance to be maintained by the Manager during the ensuing Annual Plan year in connection with the Facility, including any increase or other change in the expense of such insurance to Owner.
4.2 Policies and Endorsements.
4.2.1 Policies. All insurance coverage provided for under Section 4.1 above shall be secured through policies issued by insurance companies of good reputation and of sound and adequate financial responsibility maintaining an A.M. Best rating of A:VIII or better. Manager shall deliver to Owner certificates of insurance with respect to all of the policies of insurance so procured, and in the case of insurance about to expire, shall deliver certificates of insurance with respect to renewal policies not less than ten (10) days prior to the respective dates of expiration.
4.2.2 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(a) The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(b) Waiver of Subrogation. Neither Owner nor Manager shall assert against the other, and Owner and Manager hereby waive with respect to each other, any claims and rights of recovery for any losses, damages, liability or expenses (including attorneys’ fees) incurred or sustained by either of them on account of injury to persons or damage to property arising out of the ownership, operation, and maintenance of the Facility, , except to the extent that such losses, damages, liability or expenses are due to the sole negligence or willful misconduct of either Party.
Owner and Manager hereby grant to each other, on behalf of any insurance company providing insurance under this Agreement, a waiver of any right of subrogation which any insurer or party may acquire against the other party by virtue of payment of any loss under any insurance policy.
Owner and Manager shall give notice to the insurance companies providing insurance under this Agreement of the mutual waiver of subrogation contained in this Section, and Owner and DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 15 of 28 Manager shall cause each such insurance company to provide a written subrogation waiver indicating that such insurance company waives all rights of recovery by way of subrogation which such insurance company may acquire against Owner or Manager (as the case may be) and their insurance companies.
4.2.3 Submittal Requirements. For all policies of insurance provided, Manager shall maintain and submit the following:
(c) Certificate of Workers’ Compensation insurance in the amounts specified in herein together with a Waiver of Subrogation endorsement; (d) Certificate of Liability Insurance for both Commercial General Liability and Auto Liability in the amounts specified in subsection 4.1; (e) Additional Insured Endorsement as required by this section; (f) Waiver of Subrogation Endorsement as required by this section; (g) Primary Insurance Endorsement as required by this section; (h) Policy declaration pages and schedule of forms related to both Commercial General Liability and Auto Liability; and
(i) that such policies shall not be cancelled or materially changed without at least thirty (30) days prior written notice to Owner and Manager.
4.3 Subcontractors.
Manager shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
4.4 Manager’s Limits of Liability. It is understood that many of the obligations of Manager under this Agreement will be performed by the management staff or other employees at the Facility. Provided that Manager has used reasonable diligence and has not been negligent in the hiring, discharge, and supervision of the employees, it is agreed that Manager shall not be liable to Owner for the failure to perform any duty under this Agreement to the extent that such failure is due to the act or omission of any employee at the Facility, excluding the acts or omissions of the Course Manager, Superintendent, Club Accountant, Head Golf Professional, Membership Director, Private Events Director, and Food and Beverage Director, for which Manager shall be responsible. This Section 4.4 shall not be deemed to relieve Manager from its obligations to manage the Facility, remit funds to Owner, or to carry out any corporate level obligations of Manager.
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4.5 Blanket Policies. Any insurance policies provided by Manager under this Article may be effected under policies of blanket insurance which cover other properties in addition to the Facility, and in such case an allocable portion of the premiums for such blanket policies of insurance, as established in the approved Annual Plan, shall be charged to the Facility, as an Operating Expense.
ARTICLE 4 - MANAGEMENT FEE
5.1 Base Management Fee. In consideration of Manager’s services during the Term, Owner shall pay to Manager a “Base Management Fee” equal to One Hundred Fifty Thousand Dollars ($150,000) per year, payable in twelve (12) monthly installments of $12,500.
With the first year of this Agreement beginning prior to July 1, the additional months shall be pro-rated at $12,500 per month and paid to Manager in monthly installments. The Base Management Fee shall be paid to Manager in accordance with Section 5.3 of this Agreement.
5.2 Incentive Management Fee. In addition to the Base Management Fee, Owner shall further pay to Manager an “Incentive Management Fee” equal to twenty percent (20%) of the amount by which Net Operating Income for a given Operating Year exceeds $750,000. For purposes of this provision, Net Operating Income shall mean Gross Revenues minus Operating Expenses.
5.3 Payment Schedule. Owner shall pay Manager the Base Management Fee in advance, no later than ten (10) days following the first day of each month during the Term. Owner shall pay the Incentive Management Fee, if any, to Manager within forty-five (45) days following the final calculation of financial results for the Facility for the preceding Operating Year (based on Owner’s July 1 – June 30 fiscal year). The Base Management Fee and Incentive Management Fee are sometimes referred to herein as “Fees”.
ARTICLE 6 - BANK ACCOUNTS; WORKING FUNDS;
RECORDS AND REPORTS; REMOVAL OF PROPERTY
6.1 Bank Account. In connection with operation and management of the Facility, the following shall be established, and shall be subject to Owner’s audit and inspection:
6.1.1 Owner Account and Operating Account. Owner shall establish a bank account for the Facility at a banking institution or institutions reasonably selected by Owner, such account to be in Owner’s name (the “Owner Account”). Managershall also establish a bank account for the Facility at a banking institution or institutions reasonably approved by Owner, DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 17 of 28 such account to be in Manager’s name (the “Operating Account”). Manager will collect, receive, and deposit into the Owner Account all monies received by Manager from the operation of the Facility. Owner shall deposit all funds required to be furnished by Owner as working funds under Section 6.2 of this Agreement into the Operating Account, and Manager will disburse those monies from the Operating Account only for the purposes set forth in this Agreement.
Notwithstanding the provisions of the foregoing, Manager shall be entitled to maintain funds in reasonable amounts in “cash register banks” or in petty cash funds at the Facility. The records and bank statements shall be subject to inspection by Owner pursuant to the terms recited herein. All gross revenues of the Facility shall be collected, received, and deposited by Manager exclusively through the Owner Account. Upon termination of this Agreement for any reason, any funds remaining in the Operating Account after payment of all final expenses, costs, and obligations of the Facility incurred during the Term shall be paid to Owner.
6.2 Expenditures. Manager is authorized to pay, from the Operating Account such amounts at such times as are required in connection with the ownership, operation, maintenance, repair, and improvement of the Facility and related facilities in accordance with the approved Annual Plan, subject to the provisions of this Agreement, including but not limited to all amounts specifically payable to or reimbursable to Manager hereunder, except for the Base Management and Incentive Management Fees.
6.3 Account Funding. Owner shall deposit into the Operating Account all funds required for Manager to operate and maintain the Facility in accordance with this Agreement and the Annual Plans, including, without limitation, funds for Manager to timely fund Operating Deficits, if any. Upon execution of this Agreement, Owner shall cause an appropriate level of working capital for the Facility sufficient to pay all payables of the Facility for the first thirty (30) days of the Term (“Initial Working Capital”). Manager shall not, under any circumstance, be required to, or be deemed to have any duty to, advance any of its own funds for the operation of the Facility. Managershall pay, on behalf of Owner, all such bills in accordance with the Annual Plan as and when the same shall become due and payable. Manager shall exercise commercially reasonable efforts to pay all bills within the time required to obtain any discounts which may be available.
6.4 Insufficient Funds. Manager shall monitor the Facility’s cash flow and shall provide to Owner a report detailing projected cash flow in the event that Manager projects an Operating Deficit to occur within thirty (30) days of providing such report. If at any time funds in the Operating Account shall be projected to be or are insufficient to pay the Facility’s Expenses for the following month (“Operating Deficits”), Manager shall notify Owner and request a sufficient amount to satisfy same so that Manager will have sufficient funds in the Operating Account to prevent any delinquency in payment for such expenses, and Owner agrees to deposit such funds within five (5) days after Manager notifies Owner. Manager shall not be obligated to advance any of its own funds to or for the account of the Facility or Owner, nor to incur any liability unless Owner has furnished Manager with funds necessary for the discharge thereof. In the event Owner fails to timely provide Manager sufficient funds to pay expenses, Manager shall DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 18 of 28 be under no obligation to pay any bill if there are insufficient funds in the Operating Account.
Notwithstanding the foregoing, if Manager advances any funds in payment of an expense authorized by Owner, Manager may reimburse itself from the Operating Account or Owner shall reimburse Manager within fifteen (15) days after Owner’s receipt of itemized invoices or bills thereof.
6.5 No Default Due to Lack of Funds. If Manager is unable to perform any of its agreements or covenants under this Agreement because of the failure on the part of Owner to provide the funds pursuant to Section 6.4, such failure of performance on the part of Manager shall not be deemed a default on the part of Manager and shall not give rise to any right of termination, damages, or any other remedy against Manager, unless the failure to provide the funds is due to the occurrence of a breach of this Agreement by Manager or fraud by Manager.
6.6 Books and Records. Manager shall keep full and accurate books of account and such other records as are necessary to reflect the results of the operation of the Facility. For this purpose, Owner agrees it will make available to Manager, or Manager’s representatives, all books and records in Owner’s possession relating to the Facility, including contract documents, invoices, and construction records. All books and records for the Facility shall be located at the Facility.
6.7 Reports to Owner. Manager will deliver, or will cause to be delivered, to Owner the following forecasts and statements:
(a) within twenty (20) days after the end of each calendar month, a profit and loss statement (on an accrual basis) showing the results of operation of the Facility for such month and for the year to date (it being understood that such monthly statements will not reflect any Incentive Management Fees paid to Manager); and
(b) within sixty (60) days after the end of each Operating Year (June 30th), a profit and loss statement showing the results of operation of the Facility for such year (it being understood and agreed that such annual statement will reflect the annual Base Management Fee paid to Manager), calculated as provided in Article 5.
6.8 Accounting Firm and Annual Financial Audit. Manager shall, if requested by Owner and at Owner’s expense, hire an independent certified public accounting firm selected by Owner to audit the financial statements required under this Agreement. All fees and charges of the accounting firm shall be an expense of the Facility, provided, however, if any such audit discloses that the financial statements provided by Manager overstated Net Operating Income by more than five percent (5%) for the Operating Period, the expense of such audit shall be borne by Manager.
6.9 Manager Accounting Software; Other Personal Property Owned by Manager.
The parties acknowledge and understand that the accounting software used at the Facility is owned by Manager, and Owner shall have no rights or interests in such software. Upon the DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 19 of 28 expiration or earlier termination of this Agreement, the accounting software and other personal property at the Facility owned by Manager shall be removed from the Facility by Manager; provided, however, the financial data of and related exclusively to the Facility shall remain the property of Owner.
ARTICLE 7 - TERMINATION RIGHTS
7.1 Termination by Owner. Owner shall have the right to terminate this Agreement upon the occurrence of any one of the following events:
A. Manager fails to keep, observe, or perform any material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Manager including, without limitation, Manager’s failure to maintain, market, and promote the Facility in the manner required by this Agreement, and such default continues for a period of thirty (30) days after written notice of such default by Owner to Manager; or
B. (i) Manager applies for or consents to the appointment of a receiver, trustee or liquidator of Manager or of all or a substantial part of its assets; (ii) Manager files a voluntary petition in bankruptcy or commences a proceeding seeking reorganization, liquidation, or an arrangement with creditors; (iii) Manager files an answer admitting the material allegations of a bankruptcy petition, reorganization proceeding, or insolvency proceeding filed against Manager; (iv) Manager admits in writing its inability to pay its debts as they come due; (v) Manager makes a general assignment for the benefit of creditors; or (vi) an order, judgment, or decree is entered by a court of competent jurisdiction, on the application of a creditor, adjudicating Manager a bankrupt or insolvent or approving a petition seeking reorganization of Manager or appointing a receiver, trustee or liquidator of Manager or of all or a substantial part of its assets, and such order, judgment or decree continues unstayed and in effect for any period of sixty (60) consecutive days.
7.2 Termination by Manager. Manager shall have the right to terminate this Agreement upon the occurrence of any one of the following events:
(a) Owner fails to keep, observe, or perform any other material covenant, agreement, term, or provision of this Agreement to be kept, observed or performed by Owner, and such default continues for a period of thirty (30) days after notice of such default by Manager to Owner; or
(b) (i) Owner applies for or consents to the appointment of a receiver, trustee or liquidator of Owner or of all or a substantial part of its assets; (ii) Owner files a voluntary petition in bankruptcy or commences a proceeding seeking reorganization, liquidation, or an arrangement with creditors; (iii) Owner files an answer admitting the material allegations of a bankruptcy petition, reorganization proceeding, or insolvency proceeding filed against Owner; (iv) Owner admits in writing its inability to pay its debts as they come due; (v) Owner makes a DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 20 of 28 general assignment for the benefit of creditors; or (vi) an order, judgment, or decree is entered by a court of competent jurisdiction, on the application of a creditor, adjudicating Owner a bankrupt or insolvent or approving a petition seeking reorganization of Owner or appointing a receiver, trustee, or liquidator of Owner or of all or a substantial part of the assets of Owner, and such order, judgment or decree continues unstayed and in effect for any period of sixty (60) consecutive days;
Manager’s right to terminate pursuant to this Section 7.2 shall be exercised upon thirty (30) days additional written notice to Owner given at any time after the applicable cure period has expired. Manager’s termination notice shall specify the effective date of such termination.
7.3 Curing Defaults. Any default by Manager or Owner under the provisions of Section 7.1 or 7.2, as the case may be, which is susceptible of being cured shall not constitute a basis for termination of this Agreement if the nature of such default shall not permit it to be cured within the cure period allotted; provided that within such cure period the alleged party in default shall have given notice of its intent to cure, has commenced to cure such default, and is proceeding to complete the cure in good faith and with reasonable diligence.
7.4 Effect of Termination. The termination of this Agreement under the provisions of this Article 7 shall not affect the rights of the terminating party with respect to any damages it has suffered as a result of any breach of this Agreement, nor shall it affect the rights of either party with respect to any liability or claims accrued, or arising out of events occurring, prior to the date of termination.
7.5 Remedies Cumulative. Neither the right of termination, nor the right to sue for damages, nor any other remedy available to a party under this Agreement shall be exclusive of any other remedy given under this Agreement or now or hereafter existing at law or in equity.
7.6 Indemnification re Post-Termination Events. Manager shall indemnify and hold harmless Owner and its officers, officials, employees, or volunteersfrom all costs, expenses, claims, damages, and liabilities arising or resulting from the failure of Manager following the expiration or earlier termination (for whatever cause) of this Agreement to provide any tournaments, banquets, meetings, and other group functions to be held at the Facility (collectively, “Events”) contracted for by Manager prior to such expiration of termination of the Agreement pursuant to its rights and obligations under this Agreement (or contracted for prior to the Commencement Date), which Events are to be provided after the expiration or termination of this Agreement, provided that on or before termination of the Agreement Manager has paid to Owner an amount equal to all deposits received from clients for reservation of such Events.
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8.1 Assignment.
8.1.1 Prohibited Assignments. Except as provided in Sections 8.1.2 and 8.1.3, neither party shall assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, delayed or conditioned. It is understood and agreed that any consent granted by a party to any such assignment shall not be deemed a waiver of any consent required under this Section 8.1.1 as to any future assignment.
8.1.2 Permitted Assignment by Manager. Manager shall have the right, without the consent of Owner, to assign this Agreement to any Affiliate of Manager or in connection with the sale of all or a substantial portion of Manager’s assets by providing 60 days prior written notice to Owner, provided that the Affiliate expressly assumes all of Manager’s obligations hereunder.
8.1.3 Permitted Assignment by Owner. Owner shall have the right, without the consent of Manager, to assign this Agreement to any Affiliate or to any third party upon notice to Manager, provided that the Affiliate, assignee or transferee (as applicable) expressly assumes all of Owner’s obligations hereunder. In the event that Owner assigns this Agreement to an unaffiliated third party without the consent of Manager, Manager shall have the right but not the obligation to terminate this Agreement upon sixty (60) days advance written notice to both Owner and its assignee, such notice to be provided no later than thirty (30) days following written notification by Owner to Manager of the assignment and identity of the assignee.
8.1.4 Remedies. Any assignment by either party of this Agreement in violation of the provisions of this Section 8.1 shall be null and void and shall result in a termination of this Agreement. In addition to any other remedies available to the parties, the provisions of this Section 6.1 shall be enforceable by injunctive proceeding or by a suit for specific performance.
8.2 Successors and Assigns. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors, and assigns.
ARTICLE 9 - DAMAGE OR DESTRUCTION
Should the Facility be destroyed or substantially damaged by fire or other casualty, Owner, by written notice to Manager given within sixty (60) days following the occurrence of such event, shall have the right to terminate this Agreement, and in such event neither party shall have any further obligation to the other party under this Agreement, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination. For the purpose of this Section 9.1, the Facility shall be deemed to have been substantially damaged if, in the opinion of Owner, full and productive economic use of the Facility cannot be made and the estimated length of time required to restore the Facility substantially to DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 22 of 28 its condition and character just prior to the occurrence of such casualty shall be in excess of six (6) months. If this Agreement is not terminated in the event of damage to the Facility because the damage does not amount to substantial damage as described above, then Owner shall proceed with all due diligence to commence and complete restoration of the Facility to its condition and character just prior to the occurrence of such casualty.
ARTICLE 10 - MAJOR CAPITAL IMPROVEMENTS
Any Capital Improvement involving an addition to the Facility or renovation, replacement, or refurbishing designed to upgrade or change the nature or image of the Facility shall be deemed to be a “Major Capital Improvement.” Any Major Capital Improvement project is in Owner’s sole control and discretion, and all costs and expenses of any Major Capital Improvement shall be paid solely by Owner. The parties acknowledge and agree that this Agreement imposes no responsibilities or obligations on the part of Manager with respect to any aspect of a Major Capital Improvement project, including design, construction, or supervision. In the event the Owner desires the Manager to be involved in any capacity in a Major Capital Improvement project, the parties will enter into a separate agreement setting forth the terms and conditions of such involvement.
ARTICLE 11 - GENERAL PROVISIONS
11.1 Purchases by Manager. Manager shall use reasonable efforts to obtain the optimum combination of quality, price, and terms for all purchases for the Facility utilizing its extensive contacts and experience in purchasing golf course-related items. Manager shall not be entitled to any additional compensation for this undertaking other than as set forth herein. In connection with any purchases made by Manager or an Affiliate of Manager for the account of Owner, it is understood that Manager or such Affiliate may perform services as a representative of the manufacturer to secure the benefits of lower costs, and that any resulting savings shall be passed on to Owner, including representatives’ fees. In addition, all trade discounts, rebates, and refunds pertaining directly to purchases for the Facility (but excluding refunds and rebates received by Manager in connection with purchasing or leasing related to all Other Manager Facilities) shall accrue to the benefit of Owner.
11.2 Purchases from Manager Affiliates. If any purchases of goods or services for the Facility are made from or through an Affiliate of Manager, the charges to the Facility for such goods or services shall be on the same terms as those made to Other Manager Facilities, and such charges shall not exceed the market prices for such goods and services. Manager shall disclose to Owner the prices paid by its Affiliates for any such goods and services. Further, in case of any actual or potential conflicts of interest as to any purchases, Manager shall (i) disclose to Owner in writing such conflict with sufficient details and specificity; and (ii) obtain a prior written approval from Owner for each instance.
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11.3 Indemnities.
11.3.1 Manager’s Indemnity. To the fullest extent allowed by law Manager agrees to indemnify, protect, defend, and hold harmless Owner and Owner’s officers, elected and appointed officials, employees, and volunteersfrom and against any and all claims, demands, actions, lawsuits, proceedings, damages, liabilities, judgments, penalties, fines, attorneys’ fees, costs, and expenses:
(i) Arising out of or which result from the negligence, fraud, or willful misconduct of or by Manager or any Affiliate, officer, director, agent, independent contractor, or employee of Manager in connection with Manager’s performance under this Agreement; or (ii) which result from any action taken by Manager or its Affiliates, employees or agents relating to the Facility (a) that is expressly prohibited by this Agreement, or (b) that is not within Manager’s delegated authority under this Agreement.
11.3.2 Owner’s Indemnity. Owner agrees to indemnify, protect, defend, and hold harmless Manager and its owners, officers, directors, and employees from and against any and all claims, demands, actions, lawsuits, proceedings, damages, liabilities, judgments, penalties, fines, attorneys’ fees, costs and expenses relating to the Facility or Premises:
(i) which relate to or arise from the presence in, on, under or about the Premises, or the escape, seepage, leakage, spillage, discharge, emission or release, of any hazardous materials, toxic substances or petroleum products (as defined or regulated under any and all applicable federal, state and local environmental, health or safety laws, ordinances and regulations) from or through the Premises, including without limitation any and all costs of any required or necessary repair, cleanup, remediation or decontamination of the Premises, and the preparation and implementation of any closure, remedial or other required plans; provided that if such condition was caused by or on the part of Manager or any of its Affiliates, employees or agents, Manager shall not be indemnified under this Section 11.3.2; or
(ii) which result from any act or omission by Manager in connection with the management and operation of the Facility unless such act or omission constitutes negligence, willful misconduct or fraud on the part of Manager, or any employee of Manager (and was neither at the express direction of Owner nor with the express approval of Owner) in which event Manager shall not be indemnified under this Section 11.3.2.
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11.4 Facility Names. The Facility shall be known by such trade name and/or trademark or logo as may from time to time be determined by Owner. All names, logos, and designs used at the Facility shall be the exclusive property of Owner. However, during the term of this Agreement, Manager shall have a non-exclusive license to use such names, logos, and designs in connection with the operation of the Facility. Manager may identify the Facility as a golf course managed and operated by Manager and may use the name “American Golf Corporation” or the initials “Manager” or the American Golf Corporation logo alone or in conjunction with other words or names or designs owned by Manager or any of its Affiliates. It is recognized that the name “American Golf Corporation” and the initials “Manager,” together with any other names, logos, or designs owned by Manager or any of its Affiliates and used in the management and operation of the Facility (including without limitation any such names, logos, or designs used in connection with the restaurant, banquet rooms, and meeting rooms in and about the Facility), together with appurtenant goodwill, are the exclusive property of Manager or its Affiliates (collectively, the “Manager-Owned Names”). Accordingly, Owner agrees that no right or remedy of Owner for any default on the part of Manager under this Agreement shall, nor shall any provision of this Agreement, confer upon Owner or its successors or assigns the right to use Manager - Owned Names in the operation of the Facility or otherwise. In the event of any breach of this covenant by Owner, Manager, in addition to any remedies available to it under this Agreement or at law or in equity, shall have the right to injunctive relief. Anything contained in this Section 11.4 to the contrary notwithstanding, upon the expiration or earlier termination of this Agreement, Owner shall have the right to continue to use any and all items of Operating Inventory then on hand bearing any Manager-Owned Names, but shall not have the right to reorder any such items. In lieu of permitting Owner to continue to use such items of Operating Inventory bearing any Manager-Owned Names, Manager shall have the option to purchase any or all of such items at a price equal to Owner’s cost of such items.
11.5 Notices. All notices, demands, requests, consents, approvals, replies, and other communications (“Notices”) required or permitted by this Agreement shall be in writing and may be delivered by any one of the following methods: (a) by personal delivery; (b) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid to the addresses stated below; or (c) by deposit with an overnight express delivery service. Notice deposited with the United States Postal Service in the manner described above shall be deemed effective three (3) business days after deposit with the Postal Service. Notice by overnight express delivery service shall be deemed effective one (1) business day after deposit with the express delivery service. Notice by personal delivery shall be deemed effective at the time of personal delivery. Notice also may be given by means of electronic facsimile transmission (“Fax”) or e-mail; provided, however, that in order for a Fax Notice or email Notice to be deemed effective, the party giving notice by Fax or e-mail shall provide a “hard copy” of the Fax Notice or e-mail Notice thereafter to the other party pursuant to one of the three methods of “hard copy” delivery specified in this Section.
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City of San Leandro and American Golf Corporation Page 25 of 28 For purposes of Notices hereunder, the address of Owner shall be:
City of San Leandro
835 E. 14th Street
San Leandro, CA 94577
Attention: City Manager
With a copy sent to:
Public Works Director
14200 Chapman Road
San Leandro, CA 94578
For purposes of Notices hereunder, the address of Manager shall be:
AGC Management, LLC
c/o American Golf Corporation
909 Pacific Coast Highway, Suite 650
El Segundo, California 90245
Attention: Legal Department
Facsimile: (310) 664-6165
Each party shall have the right to designate a different address within the United States of America by the giving of notice in conformity with this Section 11.5.
11.6 Mortgages. No mortgage shall in any way affect the rights, duties, or obligations of Owner or Manager, respectively, hereunder, and in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any mortgage, the terms and conditions of this Agreement shall control. If the Owner records a mortgage and the mortgagee thereof requests that the terms of this Agreement be subordinate to such mortgage, Manager shall execute a subordination agreement substantially in the form requested by such mortgagee, so long as such subordination agreement is reasonable and contains attornment and non-disturbance provisions reasonably acceptable to Manager. No mortgagee shall have any rights against Manager and Manager shall have no obligations to any Mortgagee except as set forth in this Section 11.6.
11.7 No Partnership or Joint Venture. Nothing contained in this Agreement shall be construed to be or create a partnership or joint venture between Owner and its successors and assigns, on the one part, and Manager and its successors and assigns, on the other part.
Manager shall perform all activities hereunder as an independent contractor, and no employeremployee relationship shall be established by this Agreement or the performance hereof.
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11.8 Modification and Changes. This Agreement may be amended or modified only by a writing signed by both parties.
11.9 Understandings and Agreements. This Agreement, all exhibits, and all Annual Plans constitute all of the understandings and agreements of whatever nature or kind existing between the parties with respect to Manager’s management and operation of the Facility.
11.10 Headings. The Article, Section, and Subsection headings contained in this Agreement are for convenience and reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement.
11.11 Consents. Each party agrees that it will not unreasonably withhold any consent or approval requested by the other party pursuant to the terms of the Agreement, and that any such consent or approval shall not be unreasonably delayed or qualified. Except as otherwise provided herein or by applicable law, Owner’s City Manager or his designee has final approval in all matters and amendments pertaining to this Agreement. Each party agrees that any provision of this Agreement which permits such party to make requests of the other party shall not be construed to permit the making of unreasonable requests.
11.12 Survival of Covenants. Any covenant, term, or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination.
11.13 Third Parties. None of the obligations under this Agreement of either party shall run to or be enforceable by any party other than the parties to this Agreement or by a party deriving rights under this Agreement as a result of an assignment, subordination, or similar agreement permitted pursuant to the terms hereof.
11.14 Waivers. No failure by Manager or Owner to insist upon the strict performance of any covenant, agreement, term, or condition of this Agreement or to exercise any right or remedy consequent upon the breach of this Agreement shall constitute a waiver of any such breach or any subsequent breach of the same covenant, agreement, term, or condition.
No covenant, agreement, term, or condition of this Agreement and no breach of this Agreement shall be waived, altered, or modified except by a written instrument. A waiver of any breach of this Agreement shall only affect this Agreement to the extent of the specific waiver, and all covenants, agreements, terms, and conditions of this Agreement shall continue in full force and effect.
11.15 Applicable Law. This Agreement shall be construed and interpreted in accordance with, and shall be governed by, the laws of the State of California.
11.16 No Presumption Regarding Drafter. Owner and Manager acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between Owner and Manager, and that this Agreement reflects their mutual agreement DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 27 of 28 regarding the subject matter of this Agreement. Because of the nature of such negotiations and discussions, it would be inappropriate to deem either Owner or Manager to be the drafter of this Agreement, and therefore no presumption for or against the drafter shall be applicable in interpreting or enforcing this Agreement.
11.17 Enforceability of Any Provision. If any term, condition, covenant, or obligation of this Agreement shall be determined to be unenforceable, invalid, or void, such determination shall not affect, impair, invalidate, or render unenforceable any other term, condition, covenant, or obligation of this Agreement.
11.18 United States Currency. All amounts payable pursuant to this Agreement shall be paid in lawful money of the United States of America.
11.19 Counterparts. This Agreement and any amendment may be executed in counterparts, and upon all counterparts being so executed each such counterpart shall be considered as an original of this Agreement or any amendment and all counterparts shall be considered together as one agreement.
11.20 Attorneys’ Fees. In the event of a dispute involving the non-performance by a party hereto of its obligations under this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and all other expenses reasonably incurred in connection with such dispute, whether or not litigation is commenced, in addition to all other relief to which the party is entitled. If the successful party recovers judgment in any legal action or proceeding, the attorneys’ fees and all other expenses of litigation shall be included in and made a part of any such judgment.
11.21 Gender and Number. Whenever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of certain gender shall be deemed to include either or both of the other genders.
11.22 Further Assurance. Owner and Manager agree that at any time or from time to time after the execution of this Agreement, each shall, upon the request of the other, execute and deliver such further documents and do such further acts and things as such party may reasonably request in order to fully effect the purpose of this Agreement.
11.23 Waiver of Jury Trial. The parties hereby waive trial by jury and any action, proceeding, or counterclaim brought by either of the parties hereto on any matter whatsoever arising out of or in any way connected with this Agreement.
DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Management Agreement Between June 1, 2020
City of San Leandro and American Golf Corporation Page 28 of 28 IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed effective as of the day and year first written above. “OWNER”
CITY OF SAN LEANDRO, CALIFORNIA
By:
Name: Jeff Kay
Title: City Manager
Approved as to form:
By:___________________________
Name: Richard D. Pio Roda
Title: City Attorney
“MANAGER”
AGC Management, LLC
By:
Name:
Title:
DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Paul W. Ballam
Senior Vice President
Exhibit A - Definitions June 1, 2020
City of San Leandro and American Golf Corporation Page 1 of 3 EXHIBIT A – DEFINITIONS
Affiliate means any and all corporations, partnerships, trusts, limited liability companies and other entities directly or indirectly controlled by, controlling, or subject to direct or indirect common control of an entity or person.
Base Management Fee means the annual fee paid by the Owner to Manager in twelve equal monthly installments for each year of the agreement term.
Capital Improvements means any alteration or addition to, or rebuilding or renovation of, the Facility, the cost of which is not charged to property operation and maintenance.
Compensation means the direct salaries and wages paid to or accruing for the benefit of any Manager or other employee, together with all fringe benefits payable to or accruing for the benefit of such Manager or other employee, including employer’s contribution under the Federal Insurance Contributions Act (“FICA”); unemployment compensation, or other employment taxes; pension fund contributions, worker’s compensation, group life and accident and health insurance premiums as well as any payments made by Manager which fall within the deductible amounts of any such policies; profit sharing; retirement; disability; and other similar benefits.
Furnishings and Equipment means all furniture, furnishings, trade fixtures, apparatus and equipment, including golf course maintenance vehicles and equipment, golf carts, driving range pickers and pullers, mats, buckets, cash registers, rental golf clubs, ball washers, benches, uniforms, and other personal property used in or held in storage for use in the operation of the Facility, other than Operating Inventory and fixtures attached to and forming part of the Improvements.
Gross Revenues means all amountsreceived as a result of the operation of the Facility and the sale of goods and services at the Facility, determined on an accrual basis and consistent with the income/operating statements generated by Manager in the ordinary course of business.
Gross Revenues shall include, without limitation, the following generated at the Facility: all green fees; rental fees for golf carts, golf clubs, and other rental items; range balls; rental and concession payments; food and beverage sales; liquor sales; revenue generated from space rentals and from meetings, banquets, parties, receptions, tournaments, and other group gatherings; merchandise sales; instruction fees; vending sales (or, if applicable, receipts from vending companies); and proceeds from business interruption insurance. Gross Revenues shall not include the following:
(i) Cash refunds or credits allowed on returns by customers; (ii) Sales taxes, excise taxes, gross receipts taxes and other similar taxes now or later imposed upon the sale of food, beverages, merchandise or services and paid to the appropriate taxing authority, whether added to or included in the selling price; DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Exhibit A - Definitions June 1, 2020
City of San Leandro and American Golf Corporation Page 2 of 3 (iii) Fees charged by a golf professional functioning as an independent contractor for the teaching of golf lessons and instruction to the extent the Facility operation does not receive revenue from such golf lessons
(iv) Receipts in the form of refunds from, or the value of merchandise, supplies or equipment returned to, shippers, suppliers or manufacturers; (v) The amount of any gratuities paid or given by customers to Facility employees; (vi) Proceeds of insurance other than business interruption insurance or similar types of insurance;
(vii) Any interest earned on any Owner provided bank account or funds; (viii) The actual uncollectible amount of any check or bank draft received as payments for goods or services and returned from a bank as being uncollectible; and (ix) The actual uncollectible amount of any sale of merchandise or services for which a credit card was accepted.
Incentive Management Fee means an amount paid by Owner to Manager equal to twenty percent (20%) of the amount by which Net Operating Income for a given Operating Year exceeds $750,000.
Legal Requirements means all laws, statutes, ordinances, orders, rules, regulations, permits, licenses, authorizations, directives and requirements of all governments and governmental authorities, which now or hereafter may be applicable to the Premises and the operation of the Premises.
Operating Expenses means utilities; costs of purchasing Operating Inventory; Compensation and expenses of the management staff and other employees directly employed at the Facility; advertising and promotion; repairs; the rent payments for any leased maintenance equipment and golf carts; insurance premiums; the Base Management Fee, and all other expenses relating to the operation of the Facility and/or payable under the Annual Plan that would be expensed in accordance with GAAP, except as provided in the next paragraph.
Operating Expenses shall not include principal and interest payments on any promissory note or other debt instrument and payments under a deed of trust or mortgage (if any); depreciation; amortization; costs incurred as a result of any assignment of this Agreement or sale of the Facility; income taxes paid or payable by Owner on the income from the Facility.
Net Operating Income means Gross Revenues minus Operating Expenses.
Operating Inventory means consumable items used in or held in storage for use in the operation of the Facility, including scorecards and cart tickets, driving range balls, professional DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Exhibit A - Definitions June 1, 2020
City of San Leandro and American Golf Corporation Page 3 of 3 shop merchandise, food and beverages, paper and plastic ware, fuel, cleaning materials, fertilizers, pesticides, linens, glassware, sanitation supplies and other similar items.
Operating Year means the Owner’s fiscal year period, starting July 1 and ending the following June 30.
Other Manager Facilities means all other golf course facilities within the United States owned, leased, managed and/or operated, directly or indirectly, by Manager.
DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Exhibit B – Annual Plan June 1, 2020
City of San Leandro and American Golf Corporation Page 1 of 3
EXHIBIT B - ANNUAL PLAN
For the Period June 2, 2020 – June 30, 2021
(Information shown on following pages)
DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Exhibit B
– Annual Plan June 1, 2020
City of San Leandro and American Golf Corporation Page 2 of 3 DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Exhibit B
– Annual Plan June 1, 2020
City of San Leandro and American Golf Corporation Page 3 of 3 DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Exhibit C – Form of Lease Termination Agreement June 1, 2020 City of San Leandro and American Golf Corporation Page 1 of 4 EXHIBIT C – FORM OF LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into on this _____ day of _____, 2020, by and between the CITY OF SAN LEANDRO (“Lessor”), and AMERICAN GOLF CORPORATION, a California corporation (“Lessee”). Lessor and Lessee are sometimes referred to herein individually as a “Party” and together as “Parties.”
RECITALS
A. Lessor is the owner of certain real property and the owner of certain improvements, together commonly known as the Monarch Bay Golf Club, in the City of San Leandro, State of California (“Golf Courses”).
B. Lessor and Lessee are parties to that certain Agreement dated as of November 15, 1997, and as amended. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Lease.
C. Pursuant to a Golf Course Management Agreement dated of even date herewith (the “Management Agreement”), the Parties agreed to terminate the Lease immediately prior to the commencement date of the Management Agreement in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Termination Date. Notwithstanding any provision of the Lease to the contrary, the Lease shall terminate and be of no further force or effect at 11:59 p.m. Pacific time on June 1, 2020 (“Termination Date”). From and after the Termination Date, the terms and conditions of this Agreement and the Management Agreement shall set forth the sole and exclusive duties and obligations as between the Parties with respect to the Golf Courses, other aspects of the Leased Premises, and the Facility (as defined in the Management Agreement); provided, however, the Parties acknowledge and agree that the indemnity obligations of both parties set forth in Section 17 of the Lease, shall survive the Termination Date and shall not be discharged pursuant to this Agreement.
Lessee’s Receivables. Lessor acknowledges and agrees that Lessee shall retain as its sole property all of Lessee’s Receivables (as defined below). As used herein, the term “Lessee’s Receivables” means: (i) delinquent or uncollected golf cart fees, handicap fees, driving range fees, and golf club storage fees with respect to the Golf Courses (subject to proration under paragraph 3 below, for any such amounts billed as of the Termination Date; (ii) unpaid amounts with respect to tournaments, banquets, and other functions held at the Golf Courses on or before the DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Exhibit C – Form of Lease Termination Agreement June 1, 2020 City of San Leandro and American Golf Corporation Page 2 of 4 Termination Date; and (iii) any other receivables of Lessee with respect to the Golf Courses which, as of the Termination Date, are payable or past due
Prorations. All ordinary and customary revenue and expense items relating to the operation and management of the Golf Courses shall be prorated as of the Termination Date. For purposes of calculating prorations, Lessee shall be entitled to the income from the Golf Courses and responsible for the expenses of the Golf Courses for the entire day of the Termination Date. For the avoidance of doubt, notwithstanding any provision of the Management Agreement to the contrary, Lessee shall be entitled to retain (i) all revenue from the sale of goods existing at the Golf Courses as of the Termination Date except prepaid goods, if any; and (ii) outstanding reimbursements due to AGC from the City’s Golf Capital Improvement Fund. All prepaid utility charges, rent, and prepaid expenses, including, but not limited to, membership dues, prepaid greens fees, charges, fees, locker rentals, bag storage charges, and all other income and expense items which arose by virtue of the operation of the Golf Courses shall be prorated as of the Termination Date. All deposits for golf tournaments, private parties, banquets, and all current gift certificates or rain checks which are issued but not redeemed prior to the Termination Date, and deposits held by Lessee from other events that occur after the Termination Date shall be credited to Lessor. The Parties shall use reasonable efforts to agree upon a final proration statement and paying any amount by June 30, 2020. The obligations of Lessor and Lessee under this Section 3 shall survive the Termination Date for a period of one hundred twenty (120) days.
Lessor and Lessee agree to cooperate and use their best efforts to make any required adjustment or reconciliation on the proration of income and expenses not later than one hundred twenty (120) days after the Termination Date (which cooperation may include permitting reasonable inspections of Lessor or Lessee’s books and records).
Licenses and Permits. If required and allowed by law, Lessee shall transfer or assign to Lessor, on or before thirty (30) days after the Termination Date, any and all licenses or permits held by Lessee related to the Golf Courses, excluding any and all operating permits which are required to be retained by Lessee under the terms of the Management Agreement.
Transition. Notwithstanding anything to the contrary contained herein, Lessor and Lessee agree to use commercially reasonable efforts and take such actions as are reasonably necessary after the Termination Date to assist the other party in the transition of the Golf Courses from the Lease to a Management Agreement.
Liabilities. Except as otherwise stated in the Management Agreement, it is expressly agreed and recognized that (i) Lessor does not assume any responsibility or liability whatsoever for any commitments, obligations, or debts made or incurred by Lessee or its predecessors arising from the leasehold ownership and operation of the Golf Courses on or prior to the Termination Date, regardless of whether fixed, accrued, or contingent, and (ii) Lessee will continue to be liable for the performance of its obligations arising prior to the Termination Date with respect to its DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Exhibit C – Form of Lease Termination Agreement June 1, 2020 City of San Leandro and American Golf Corporation Page 3 of 4 liabilities and contractual obligations, including Lessee’s accounts payable and taxes, and any amounts owed to Lessor pursuant to the terms of the Lease.
Miscellaneous.
A. Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California.
B. Execution in Counterparts. This Agreement, including emailed PDFs and facsimile copies of this Agreement, may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
C. Attorneys’ Fees. In the event of a dispute in connection with this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and all other expenses reasonably incurred in connection with such dispute, whether or not litigation is commenced, in addition to all other relief to which the Party is entitled.
D. Termination of Memorandum of Lease. If a memorandum of the Lease has been recorded, each Party shall deliver to the other Party an original counterpart of a Termination of Memorandum of Lease executed by such Party (and duly notarized). Each Party is authorized to cause a fully executed original of the Termination of Memorandum of Lease to be recorded in the official records of Alameda County.
E. Other Documents. Lessor and Lessee agree that they will promptly, at any time and from time to time after the Termination Date, execute, acknowledge and deliver such further documents as may be reasonably requested by the other Party in order to fully effectuate the purposes and intents of this Agreement.
F. Interpretation. The Parties acknowledge and agree that they have had the opportunity to have this Agreement reviewed by their own independent counsel, and therefore agree that this Agreement shall be deemed to have been jointly drafted and shall not be construed in favor or against either Party.
[Signatures on Following Page]
DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Exhibit C – Form of Lease Termination Agreement June 1, 2020 City of San Leandro and American Golf Corporation Page 4 of 4 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective the day and year first above written.
“LESSOR”
CITY OF SAN LEANDRO
By
Name: Jeff Kay
Title: City Manager
Approved as to form:
By:___________________________
Name: Richard D. Pio Roda
Title: City Attorney
“LESSEE”
AMERICAN GOLF CORPORATION,
a California corporation
By
Name:
Title:
3526849.2
DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Senior Vice President
Paul W. Ballam
Exhibit D – Schedule of Current Golf Fees June 1, 2020
City of San Leandro and American Golf Corporation Page 1 of 1 EXHIBIT D – SCHEDULE OF CURRENT GOLF FEES
Tony Lema Golf Course
Weekday Weekend/Holiday
Resident Non-Resident Resident Non-Resident
18 Holes $30 $39 $42 $59
Senior $22 $29 $42 $59
Junior $10 $10 $42 $59
Twilight $20 $29 $25 $39
Super Twilight $15 $19 $19 $25
Back 9 Holes $15 $20 $25 $30
Cart $16 $16 $16 $16
Senior Cart $10 $10 $16 $16
Twilight Cart $10 $10 $10 $10
Marina Golf Course
Weekday Weekend/Holiday
Resident Non-Resident Resident Non-Resident
9 Holes $11 $15 $14 $18
Junior $ 5 $ 5 $14 $18
Monthly Pass $50 $65 N/A N/A
Monthly Surcharge $ 4 $ 4 N/A N/A
Cart $11 $11 $11 $11
Senior Cart $10 $10 $10 $10
DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Exhibit E – Maintenance Standards June 1, 2020
City of San Leandro and American Golf Corporation Page 1 of 45 EXHIBIT E – MAINTENANCE STANDARDS
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E– Maintenance Standards June 1, 2020
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