CONTRACT 6261-3 OtherAgreement No. 6261-3
THE LAKES AT EL SEGUNDO
MANAGENIFNT AGREEMENT
THIS MANAGEMENT AGREEMENT ("agreement"') is made as of this 6th day of February,
2021 ("Effective bate") by and between THE CITY OF EL SEGUNDO ("Owner"), a General Law
City and Municipal corporation, having an address at 350 Main Street, El Segundo, California 90245,
and TOPGOLF USA EL SEGUNDO, LLC ("Licensee"), a Delaware limited liability company,
having an address at 8750 N. Central Expressway, Suite 1200, Dallas, Texas 75231.
WHEREAS, Owner owns that certain real property located at 400 Pacific Coast Highway in El
Segundo, California, commonly known as The Lakes at El Segundo, as described on Exhibit A
(the "Prop ");
WHEREAS, ES CenterCal, LLC ("CCP"), a limited liability company having an address at 1600
East Franklin Ave., El Segundo CA 90245, has entered into that certain Due Diligence and Ground
Lease Agreement dated February 6th , 2021, with Owner (the "Ground Lease") and that certain
Ground Sublease Agreement dated February 8th , 2021, with Licensee (the "Sublease" and
together with the Ground Lease, collectively, the "Leases");
WHEREAS, pursuant to the Leases, Licensee will develop and operate a Topgolf entertainment
facility adjacent to the Property (the "TopeolfFacility");
WHEREAS, in accordance with the Leases, Licensee will make certain improvements to the
portions of the Property comprising the 9-hole golf course including the construction of a short
game practice area, a clubhouse and modifications to the layout of such 9-hole golf course (the
"Golf Course Facility");
WHEREAS, Owner desires to engage Licensee to provide certain services in connection with the
management and operation of the Golf Course Facility once it reopens for play following the
completion of the Topgolf Facility and the Golf Course Facility, and Licensee desires to render
such services, upon the terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Owner and Licensee hereby agree as follows:
1. DEFINITIONS. The following terms, as used in this Agreement, shall have the
following meanings, unless otherwise set out in this Agreement.
A. Annual 'R ort: A document presented by Operator (defined below) for the
operation of the Golf Course Facility to Licensee and the Owner, including a
detailed break-out of actual, not projected, Gross Revenue, Gross Receipts,
Operating Expense and Working Capital with regard to all operations at the Golf
Course Facility for the preceding calendar year, including providing the information
available for determining the payments to be made to the City hereunder and
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whether there are operating losses for purposes of Section 4.K. and 10.G. of this
Agreement.
B. CRI Adjustment:: A percentage that equals the percentage increase of the CPI (as
defined in Section 12.A hereof) for the twelve month period ending on December
31 of the year immediately preceding the particular budget year.
C. GAAP: US generally accepted accounting principles, consistently applied.
D. Gross Revenue: All revenues and income of any nature derived directly or indirectly
from the Golf Course Facility or from the use or operation thereof, including, without
limitation, revenues and income derived from the sale of food and beverages, greens
fees, gross sales proceeds from the sale of memberships or annual passes to the Golf
Course Facility, monthly dues from annual pass holders of the Golf Course Facility,
rental fees for golf carts, golf clubs and other rental items, lesson fees, including,
without limitation, any lesson fees received by Licensee for golf instructions provided
by an employee of Licensee and/or Operator and any fees paid by golf instructors acting
as independent contractors to Licensee and/or Operator, the proceeds paid for any
business interruption, use, occupancy, merchandise or similar insurance policy claim
(including insurance proceeds received for repairs or capital improvements in an
amount equal to the cost of such items that has previously been included in Operating
Expense hereunder); revenue from the sale price of goods/merchandise, including
goods/merchandise sold at the pro shop. Gross Revenue shall also include, without
duplication, amounts (including insurance proceeds) received as a result of damage to
or loss of items in an amount equal to the cost of such items that has previously been
included in Operating Expenses hereunder. Excluded from "Gross Revenue" are any
credits or refunds made to customers, guests or patrons; any credits received by the
Golf Course Facility for lost or damaged merchandise (provided that, any cash
payments received for lost or damaged merchandise shall be included in Gross
Revenue), any tax payments received by Licensee such as sales taxes, excise taxes,
admission taxes, entertainment taxes, amusement taxes, tourist taxes and other taxes or
charges; any proceeds from the sale or other disposition of furniture, fixtures &
equipment, or any capital assets; any property and/or liability insurance proceeds (other
than any insurance proceeds attributable to items the cost of which has previously been
included in Operating Expense hereunder, in the amount so included in Operating
Expense hereunder), any proceeds of financing or refinancing of the Golf Course
Facility (any financing secured by the Golf Course Facility must be approved by
Owner, which owner shall have the right to deny in its sole discretion); amounts
contributed by Owner or Licensee pursuant to the terms of this Agreement;
complimentary sales (i.e. sales for no consideration), complimentary donations of
rounds of golf for charitable events; discounts afforded to customers; intercompany
transfers of inventory (provided that such transfers are not made in order to reduce
Gross Revenues hereunder); and alcohol and beverage license fees. Gross Revenues
shall be determined on an accrual basis and in accordance with GAAP.
E. O eratin Ex ense: All of the commercially reasonable costs attributable to the
operation of, maintenance and capital improvements to the Golf Course Facility and
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its food and beverage operations, including but not limited to the following so long
as such expenses are paid by Licensee or Operator: the fixed management fee
payable to Licensee hereunder or to Operator; the Owner's Remittance payable to
Owner hereunder; all costs paid by Licensee or Operator and pertaining to
employees and independent contractors at the Golf Course, including without
limitation, any such costs for golf instructors employed or retained by Licensee
and/or Operator, instructors' supplies and teaching aides and fees, salaries, payroll,
payroll taxes, benefits, bonuses, recruitment, background processing, relocation
costs for the general manager or superintendent of the Golf Course, training,
performance management, employment or retention -related legal costs which are
not covered by insurance proceeds and do not arise from the negligence or
intentional misconduct of the Licensee or Operator, and costs incurred in
connection with governmental laws and regulations and insurance rules, including
those relating to post employment costs for benefits, health insurance, cobra
payments, and any payouts of unused vacation at termination of employment;
insurance; marketing costs (including the cost of advertising and the preparation of
marketing materials); operational supplies; services; utilities; improvements and
Capital Expenditures (in excess of the funds available in the Capital Reserve
Account for the year in which the Capital Expenditures were incurred) on an
amortized basis in accordance with Section 4.J hereof; maintenance and repair;
service agreement; real and personal property taxes levied on the Golf Course
Facility; any additions to the Capital Reserve Account and other reserve accounts
necessary for the operation of the Golf Course Facility; and, costs attributable to the
purchase of goods/merchandise to be sold at the pro shop. Before the
commencement of each calendar year during the term of this Agreement (including
the remaining portion of the calendar year following the completion of the Topgolf
Facility) and the Golf Course Facility, Licensee shall provide to Owner an annual
Operating Expense budget for the Golf Course Facility in the form attached hereto
as Exhibit F Licensee and O erator (the "Operating Budget"). Beginning in the
second calendar year during the term of this Agreement, the aggregate Operating
Expense included in the Operating Budget shall not exceed (A) the aggregate
Operating Expense included in the applicable annual Operating Budget for the
immediately preceding calendar year (annualized with regard to any period of less
than a full calendar year), as increased by the CPI Adjustment, multiplied by (B)
1.07, unless the City Official shall have provided his or her consent (such consent
not to be unreasonably withheld). The actual Operating Expense incurred by
Operator during any calendar year shall be reflected in the Annual Report during
the term of this Agreement. The Operating Expense that is included for purposes
of the calculation of any Operating Shortfall pursuant to Section 10.G. shall not
exceed the aggregate amount of Operating Expense included in the applicable
annual Operating Budget, as increased for any additional Operating Expense
incurred by Licensee or Operator due to Uncontrollable Expenses. The Operating
Budget for the first year of operating is attached hereto as Exhibit F.
F. Ones or: Licensee or a third party management company engaged by Licensee, in
its sole discretion, that manages and operates the Golf Course Facility, including,
without limitation, managing the day-to-day operations of the Golf Course Facility.
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Licensee may delegate any or all of its obligations under this Agreement to one or
more Operators and the performance of such duties and obligations by such
Operators shall satisfy the obligations of Licensee hereunder with respect thereto.
Delegation of such duties shall not relieve Licensee of being responsible to Owner
for performance of the obligations under this Agreement. During any periods in
which Licensee has not retained an Operator, Licensee shall discharge the duties of
Operator hereunder.
G„ Uncontrollable Expenses: Any cost or expense attributable to costs outside the
reasonable control of Licensee and Operator, including without limitation insurance
premiums, property and other taxes, governmental fees and charges, supplies,
equipment and raw goods, utility costs, water costs for golf course irrigation, costs
attributable to Force Majeure, and costs attributable to employees and independent
contractors.
H. Workin Ca ital: Funds utilized to pay Operating Expenses of the Golf Course
Facility. Licensee shall place a cash sum equal to $40,000 per calendar year
(including a pro rata share of such amount for any partial calendar year) during the
term of this Agreement) in a separate account, controlled by Licensee (the "Capital
Reserve Account"), for purposes of making capital improvements to the Golf
Course. Notwithstanding the foregoing, Owner shall have the right to periodically
audit the Capital Reserve Account. At the expiration or earlier termination of this
Agreement, and provided Owner shall have paid any cancellation fee owing to the
Licensee pursuant to Section 10.13 hereof, the Licensee shall transfer ownership of
the Capital Reserve Account, as well as all funds then held in such account to
Owner.
2. TERM OF AGREEMENT. The term of this Agreement shall commence upon the
completion of the Golf Course Facility and the re -opening of such Golf Course Facility
for use by the general public and shall thereafter be coterminous with the term of the Lease,
unless earlier terminated in accordance with the terms hereof. Upon any extension of the
term of the Lease, provided that this Agreement shall not have been previously terminated
in accordance with its terms, the term of this Agreement shall likewise be extended for the
same period of time. Unless this Agreement has been previously terminated in accordance
with the terms hereof, upon any termination of the Lease, this Agreement shall likewise
terminate.
3. APPOINTMENT OF LICENSEE AS MANAGER. From and after the Premises
Turnover Date as defined in the Lease, Owner hereby grants to Licensee an exclusive
license and the right to supervise and direct the management and operation of the Golf
Course Facility for and on the account of Owner. Licensee hereby accepts said grant and
agrees that it shall supervise and direct the management and operation of the Golf Course
Facility, all pursuant to and in accordance with the terms of this Agreement, and Owner
shall permit Licensee to carry out its duties hereunder. Notwithstanding anything herein
to the contrary, Licensee has the right to separately engage an Operator to manage the Golf
Course Facility.
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4. MANAGEMENT SERVICES. Licensee shall, or shall cause Operator to, render such
services that are set forth in this Agreement and the Golf Course Manual attached hereto
as Exhibit C. Such Golf Course Manual shall not be amended or modified except upon
the prior written consent of the parties which each may withhold in its sole discretion. As
set forth in the Lease, any such amendment or modification shall not obligate the Lessee
to incur any additional obligations or costs without the Lessee's written consent thereto.
Subject to the terms of this Agreement, Licensee, as an independent contractor, shall have
the sole and exclusive right to, or cause Operator to, enter upon, access, operate and
manage the Golf Course Facility. Licensee shall have the responsibility and authority to,
or cause Operator to, provide general operational management services for the Golf Course
Facility, which may include, without limitation, the following services in accordance with
the Golf Course Manual as applicable and using reasonable and prudent business
judgment:
A. Employees .and Contractors. All personnel retained or employed at the Golf Course
Facility shall at all times be employees or contractors of Operator. Licensee shall
cause Operator to, as an Operating Expense of the Golf Course Facility hire, retain,
promote, supervise, direct and train all employees and independent contractors at
the Golf Course Facility, fix their compensation and fringe benefits, and, generally,
establish and maintain all policies relating to retention, employment and
employment benefits. Any Operator employee files shall always be the sole
property of Operator.
Owner shall not, without the written consent of Licensee and/or Operator, offer
employment to, hire or employ any Licensee and/or Operator corporate employee
or individual who has been a Licensee and/or Operator corporate employee at any
time during the six (6) month period prior to the proposed offer of employment or
hiring by Owner. The obligations under this Section 4.A shall remain effective from
the Effective Date through a period of six (6) months after the termination of this
Agreement. The obligations under this Section 4.A shall survive the termination of
this Agreement.
B. hiventor — Merchandise and Items for Fie -sale,. Licensee shall cause Operator to,
as an Operating Expense of the Golf Course Facility, obtain merchandise for sale
at the pro shop at the Golf Course Facility. Licensee shall obtain food and beverage
items for sale at the Golf Course Facility.
C Supervision. Licensee shall cause Operator to supervise and manage the Golf
Course Facility operations to include golf pro shop, maintenance, instructional
programs, club fitting programs, membership sales efforts, short game and practice
putting facilities, administration, and other ancillary services at the Golf Course
Facility. Licensee shall supervise and manage the sale of food and beverage
services at the Golf Course Facility.
D. Equipmen . Licensee shall cause Operator to maintain in good working condition
and order the physical plant and equipment at the Golf Course Facility, including
the golf course and all physical structures which are part of the Golf Course Facility,
Agreement No. 6261-3
and all vehicles and other maintenance equipment necessary to the maintenance
and operation of the Golf Course Facility in the normal course of business. Prior to
the Premises Turnover Date, Owner shall transfer to Licensee equipment currently
used to maintain the Golf Course Facility and such transferred equipment shall not
be considered Gross Revenue or Operating Expense; provided, however, the costs
of any maintenance or repairs of any equipment at the Golf Course Facility
(including any Equipment transferred to Licensee by Owner), as well as the costs
of any equipment purchased by Licensee and/or Operator for use at the Golf Course
Facility shall be considered an Operating Expense and shall be amortized as
provided for in Section U of this Agreement. Equipment transferred to Licensee
by Owner shall be the property of the Licensee during the term of this Agreement,
and upon the termination of this Agreement in accordance with other provisions of
this Agreement, Licensee shall transfer to Owner equipment having the same value
of any equipment initially transferred to Licensee. If the equipment exceeds this
value then Owner's liability therefore shall be amortized as described in Section U
and included in the calculation of the cancellation fee in accordance with Section
10.13 of this Agreement. The equipment transferred by Owner to Licensee
hereunder and its value as of the date hereof are set forth on Exhibit G hereto.
E. Purchasing and Procurement. With respect to the duties and responsibilities of
Licensee and/or Operator as set forth in this Section 4, Licensee shall cause
Operator to arrange for the procurement, on behalf of Licensee and as an Operating
Expense of the Golf Course Facility in accordance with the terms of this
Agreement, all operating supplies, operating equipment, inventories and services
as are deemed necessary by Licensee and/or Operator to the normal and ordinary
course of operation of the Golf Course Facility and to operate the Golf Course
Facility.
F. RESERVED
G. Marketing. Licensee shall cause Operator to create, direct, and implement an annual
marketing plan for the Golf Course Facility. All advertising fees and promotional
fees paid by third parties to the Golf Course Facility shall belong to and constitute
Gross Revenues of the Golf Course Facility and shall be deposited in the Accounts.
No "offsite advertising" (i.e. advertising of businesses other than the Golf Course
Facility or products sold at the Golf Course Facility) shall be permitted on the Golf
Course Facility that is visible from the public right of way. All marketing materials
shall remain the property Licensee and/or Operator. All advertising signage (e.g.
pylon, monument, billboard and similar signage) must comply with the El Segundo
Municipal Code and the City shall have the right in its in sole discretion to approve
of any advertising signage visible from a public street or sidewalk; provided that
all advertising signage in its current form at the Golf Course Facility as of the date
hereof is hereby approved by the City.
H. Accounting. Licensee shall cause Operator to, as appropriate under separate
agreements, pay all vendors of the Golf Course Facility. Licensee shall cause
Operator to be responsible for budgeting, bookkeeping and reporting services for
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the Golf Course Facility. Copies of all books and records shall be kept at the Golf
Course Facility. All books, records, software, data, programs, manuals and the like
shall remain the property of Licensee.
Reporting. Licensee shall cause Operator to prepare and deliver to Owner
and Licensee an Annual Report. Neither Licensee nor Operator shall be
responsible for the accounting or tax reporting requirements of the Owner,
including but not limited to Owner's equity or payment of any invoices
which relate to a period prior to the Effective Date (or any periods following
the termination of this Agreement). Owner shall provide Licensee opening
entry data for the balance sheet within 15 days of the Effective Date. The
Annual Report shall be furnished to Owner by the 90th day following the
last day of each fiscal year.
2. Payroll and 1enefits. Licensee shall cause Operator to establish, administer,
and maintain the payroll procedure and systems for the employees at the
Golf Course Facility and shall cause Operator to be responsible for
overseeing the benefits to, and handling the appropriate payroll deductions
for, individual employees. All employees of the Golf Course Facility shall
be employees of Operator, and Licensee shall cause Operator to comply
with applicable Federal and State employment laws.
I. IT Services. Licensee shall cause Operator to create, direct, and implement
activities regarding IT functionality, in a safe and stable manner, for the Golf
Course Facility.
J. Amortization ofCapital Exl2enditures. In calculating Operating Expense hereunder,
any Capital Expenditures shall be amortized on a straight-line basis over the useful
life of the assets in question. For purposes of this Agreement (and the calculations
set forth herein), the parties hereto agree and acknowledge that the following assets
be amortized pursuant to GAAP: any Capital Expenditures funded by Licensee or
Operator with regard to the Golf Course following the commencement of the term
of this Agreement.
K. Operating Expeiises and Owner's Remittance.
L remittance. No later than ninety (90) days following the end of each
calendar year during the term of this Agreement, Licensee shall, or cause
Operator to, remit directly to Owner an amount equal to (i) Twenty
Thousand Dollars per annum (the "Cash Remittance"), plus (ii) a cash sum
equal to three percent (3%) of the Gross Receipts from all beverages
(alcoholic and non-alcoholic) sold by Licensee or Operator at the Golf
Course during the applicable calendar year (collectively, the "Owner's
Remittance"). The Cash Remittance shall be prorated for any periods of
less than a full calendar year during the term of this Agreement and the Cash
Remittance shall increase by ten percent (10%) at the commencement of
each five-year period during the term of this Agreement commencing with
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Agreement No. 6261-3
the day following the fifth (5'h) anniversary of the first day of the term of
this Agreement. Owner and Licensee will periodically review and analyze
the payment methodology relating to the Owner's Remittance and may
make adjustments thereto that are mutually agreed upon by them in writing.
The term "Gross, Receipts" wherever used in this Agreement shall mean the
aggregate amount of sales (whether for cash, on credit or otherwise) of all
alcoholic and non-alcoholic beverages made by Licensee or Operator at the
Golf Course in connection with the business operation conducted at the Golf
Course, but shall not include any federal, state, municipal or other sales,
value added or retailer's excise taxes paid or accrued, regardless of whether
such taxes are collected from customers or absorbed, sales to employees,
complimentary sales, donations for charitable events, discounts afforded
customers from the redemption of coupons, fees paid to credit card issuers
and processors, bulk and/or intercompany transfers of inventory (provided
no such transfer is made to avoid liability for the remittance hereunder), or
alcohol beverage license fees (if any). All amounts (if any) of cash then in
the Operating Account for the prior calendar year in excess of the Owner's
Remittance shall be the sole property of Licensee and may be transferred to
an account held by Licensee as Licensee may designate from time to time.
2. Operating ELpLnses. Licensee shall cause Operator to pay all Operating
Expenses, in accordance with the terms of this Agreement, for the Golf
Course Facility from the Operating Account. Licensee will, or will cause
Operator to, collect and remit sales, use, value -included and excise taxes on
sales and rentals at the Golf Course Facility. Licensee is required to ensure
that sufficient Working Capital is present in the Operating Account to
enable Operator to pay, on behalf of Owner, all Operating Expenses.
Licensee will not pay Federal or State income or other taxes levied on
Owner. Under no circumstances shall Licensee be liable for Federal, State,
or local taxes of any kind whatsoever levied against Owner in relation to
the Golf Course Facility ownership, license income, or operations, all of
which shall be Owner's sole obligation. Owner reserves, and Lessee
acknowledges, the Owner's right to challenge any such tax levy.
L. Service Contracts: Assi nment of Operations. During the term of this Agreement
Licensee and/or Operator shall enter into service agreements with third parties that are
commercially reasonable and required for the proper operation and maintenance of the Golf Course
(collectively, "Service Agreements"). The costs attributable to such Service Agreements shall be
set forth in the Operating Budget and included in Operating Expenses hereunder. Licensee and
Operator shall not enter into any such Service Agreement the term of which is greater than three
years unless Owner has the right to terminate such Service Agreement upon any termination of
this Agreement. Upon termination of this Agreement, Licensee shall within five (5) business days
request of Owner whether Owner will accept assignment of, those contracts and agreements
relating to the operation of the Golf Course Facility and any vendor accounts, which decision shall
be made in the Owner's sole discretion within ten (10) business days of receipt of the request by
Licensee. Licensee shall terminate any contracts and agreements that are not so accepted by Owner
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following termination of this Agreement.
5. ACCOUNTS. Licensee may establish one or more accounts (collectively, the "Account'),
including an operating account (the "Operating Account"'), for use in its management and
operation of the Golf Course Facility. The Accounts shall be the sole property of Licensee
and Licensee shall access and use the Accounts in compliance with the terms of this
Agreement. All revenues, receipts, and funds received from the operation of the Golf Corse
Facility and deposited into the Accounts from time to time by Owner or Licensee shall be
defined as and constitute Working Capital herein. Licensee shall use the Operating Account
to pay all expenses and costs authorized by this Agreement. Any funds in the Accounts in
excess of Operating Expenses may be transferred by Licensee to one or more other accounts
maintained by Licensee or its affiliates. To the extent that the Owner receives any payments
attributable to the Golf Course Facility (including any tax refunds, license fees and other
revenues and payments, excluding applicable City business license taxes payments) which
are a refund of amounts paid by Licensee or Operator, Owner Shall promptly notify
Licensee and deposit such payments in the Account designated by Licensee.
Upon cancellation or termination of this Agreement for any reason, Licensee shall continue
to use the Accounts to satisfy all Operating Expenses incurred through the applicable
termination effective date. Following the payment of (or provision for the payment of) such
Operating Expenses, Licensee may after paying all monies due to Owner pursuant to this
Agreement transfer any remaining balances in the Accounts to one or more other accounts
maintained by Licensee or its affiliates.
6. INSURANCE. Licensee, at its expense, shall secure and maintain property and casualty,
general liability, crime, and worker's compensation insurance coverage for the Golf Course
Facility as set forth in Exhibit B-1, provided Licensee has continued access and control of
the property constituting the Golf Course Facility. Owner shall secure and maintain the
insurance coverages for the Golf Course Facility as set forth in Exhibit D-.
Such policies shall name Licensee, Owner, and their respective officials, officers,
employees and agents and any applicable third parties as additional insureds or, as
applicable, loss payees under such policies. All insurance policies required hereunder shall
contain a provision requiring the insurer to notify Licensee, Owner and other named
insureds at least thirty (30) days in advance of any cancellation or termination of such
policy and satisfactory waiver of subrogation provisions. The insurance shall be primary
and noncontributory.
7. COMPENSATION AND FEES. For its services hereunder, Licensee shall be paid a
management fee ("Management Fee") of one dollar ($1.00) per year, commencing on the
Effective Date, and continuing through the term of this Agreement. The Management Fee
shall be payable on January 1St of each year from the Operating Account. The Management
Fee shall be a net fee to Licensee and shall not include any expenditures as provided for in
this Section 7 or any other Operating Expenses. In addition, Licensee shall be entitled to
the net profits (i.e. Gross Revenues in excess of Operating Expenses) attributable to the
Golf Course Facility during the term of this Agreement, except for the Owner's
Remittance, as further described in Section 4.K(1) hereof.
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8. CONTINUOUS OPERATION AND USE OF GOLF COURSE FACILITY. During
the term of this Agreement and following the completion of the Golf Course Facility and
the Topgolf Facility, the Golf Course Facility shall be primarily operated as an executive
course and shall be open for use by the general public as provided in the Operating Manual
(subject to reasonable periods of closure due to Force Majeure, casualty, renovation,
maintenance, repair (including, without limitation, any repairs to stormwater, electric and
other infrastructure), condemnation, or any Specified Holidays, as defined in the Ground
Lease). Additionally, following the tenth (10t') anniversary of the Effective Date during
the term of this Agreement, the Licensee shall be allowed to close in accordance with
Section 9.F of this Agreement. Licensee shall coordinate and implement all instructional
programs, club fittings and golf play in accordance with the terms of the Golf Course
Manual. In the event of a breach of this Section by Licensee, Owner shall have the remedies
available pursuant to Section 9.13 hereof and, if applicable, Section 9.F hereof.
9. DEFAULT AND REMEDIES.
A. Owner Default. The following shall constitute an event of default ("Event of
Default') by Owner under this Agreement:
1. Failure by Owner to perform any material obligation set out in this
Agreement;
2. Assignment by Owner for the benefit of its creditors, or becoming a party
for more than thirty (30) days to any voluntary or involuntary insolvency
proceedings or bankruptcy proceedings or reorganization; or
3. Interference or lack of cooperation by Owner which hinders or renders
Licensee unable to fulfill its obligations under this Agreement as objectively
determined by Licensee.
B. Licensee Default. The following shall constitute an Event of Default by Licensee
under this Agreement:
Failure to maintain the amenities of the Golf Course Facility in an
objectively reasonably good condition and in accordance with the Golf
Course Manual, not including failures resulting from Force Majeure or other
events or conditions beyond the reasonable control of Licensee;
2. Failure of Licensee to perform any material obligations set forth in this
Agreement;
3. Lack of cooperation by Licensee which hinders carrying out the terms or
obligations of this Agreement; or
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4. Assignment by Licensee for the benefit of its creditors or becoming a party
for more than thirty (30) days to any voluntary or involuntary insolvency
proceedings or bankruptcy proceedings or reorganization.
C. Notice and Cure. When either party to this Agreement believes that the other party
(the "defaulting Party") has committed an Event of Default (other than a Material
De Facto Refusal to Manage, as defined below), it shall give written notice thereof
to the Defaulting Party. The written notice must clearly state that it is a notice of
default and provide a detailed description of the alleged default. The written notice
will not be deemed a proper notice until sufficient detail to clearly and fully inform
the Defaulting Party of the alleged default is provided. The Defaulting Party shall
have thirty (30) calendar days from the date of the proper notice to cure the default
unless the default is a non -monetary default and, due to weather, growing conditions
or other factors beyond the reasonable control of the Defaulting party, requires more
time to cure. In order to qualify for a longer cure period, the Defaulting Party must
earnestly begin to cure within thirty (30) calendar days from the date of the notice
to cure and diligently pursue such cure and provide the other party with a detailed
description of the actions necessary and the timing of such actions to cure the
default. In no event will the Defaulting Party have more than ninety (90) days from
the date of the notice in the aggregate to cure a non -monetary default
D. Rights upon Default. If the Defaulting Party does not cure the default within the
grace period provided in Section 9C above, the party complaining of the default
(the "Complaining Patty") may request that the dispute resolution process outline
in Exhibit D be utilized to resolve the default. If the dispute resolution results in a
determination that the defaulting party must undertake certain actions to cure the
default and the defaulting party fails to timely commence to cure the default and
compete the cure within the time frame specified in the dispute resolution process
then the non -defaulting party may terminate this Agreement. To terminate this
Agreement for default, the Complaining Party must issue a written notice of
termination to the Defaulting Party clearly stating the basis for the termination and
the Defaulting Party's failure to cure the alleged default (the "Default Termination
Notice"). The termination shall be effective on the date set forth by the Complaining
Party in its termination notice, provided such notice was properly delivered
hereunder and provided further that, with regard to any termination hereunder other
for an uncured breach of Section 8 hereof by Licensee (a "Section 8 Termination"),
such termination date shall be no later than thirty (30) days following the date of
such termination notice (the "Default "Termination Effective Date"). With regard to
a Section 8 Termination, the termination date shall be no earlier than ninety-one
(91) days following the delivery of the initial notice of default by the Complaining
Party pursuant to Section 9.0 hereof.
E. Licensee "Terrnination of A reernent Without Cause/Refusal to Mang e. In the event
that Licensee (i) refuses to manage or cause the management of the Golf Course
Facility in contravention of the terms of this Agreement and fails to cure such default
following receipt of notice from Owner pursuant to Section 9.0 above, (ii) terminates
this Agreement other than as a result of an Event of Default by Owner or other
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Agreement No. 6261-3
permitted basis upon which Licensee is given the right to terminate this Agreement
as provided herein, and (iii) has not previously paid Liquidated Damages to Owner
(collectively, a "Refusal to Manage"), Licensee shall within thirty (30) days after the
occurrence of the Refusal to Manage pay to Owner a cash sum equal to Three Million
Dollars ($3,000,000). Any payment made by Licensee to Owner pursuant to this
Section 9E or Section 9F below shall be referred to herein as "Liquidated Da rages"
or "Termination Fee"). Upon payment of Liquidated Damages by Licensee to Owner
hereunder, Owner shall have no further rights or remedies with regard to any Refusal
to Manage. Any dispute arising out of this Section E. shall be subject to the dispute
resolution process set forth in Section F. 1. Through 5. Below.
F. Material lie Facto Refusal to Mann e. After the expiration of the tenth (loth)
anniversary of the Effective Date during the term of this Agreement, if Owner
believes that Licensee in bad faith and in intentional disregard of its duties under this
Agreement has failed to perform its management and other duties hereunder such that
the Golf Course Facility has fallen into material disrepair, presents an imminent
hazard to persons on or about the Golf Course Facility or is closed to residents of El
Segundo for a period exceeding thirty (30) days during any one year period (other
than as a result of Force Majeure, casualty, renovation, maintenance, repair
(including, without limitation, any repairs to stormwater, electric and other
infrastructure), condemnation, breach by the City or any Specified Holidays, as
defined in the Ground Lease) and Licensee has not previously paid Liquidated
Damages to Owner (collectively, a `Material De Facto Refusal to Mana i "), then the
following procedures shall apply:
1. Owner shall send written notice to Licensee setting forth the specific
basis upon which it believes there has been a Material De Facto Refusal to
Manage (the "Owner Notice").
2. During the fifteen (15) day period following its receipt of an Owner
Notice, Licensee may, by provision of written notice to Owner (a "Tol2golf
Notice'), elect to (i) cure the matters set forth in the Owner Notice (and, in
such event, Licensee shall have a period of sixty (60) days following delivery
of the Topgolf Notice to effectuate such cure; except for closures exceeding
the 30 days period in which event the cure must be implemented within 30
days; provided that, in the event that such matters cannot reasonably be cured
by Licensee within the applicable period, Licensee shall be provided with
such additional time as may be reasonably required to effectuate the cure of
such matters), or (ii) dispute the basis upon which Owner has claimed a
Material De Facto Refusal to Manage (a "Dispute Election").
3. If Licensee elects the cure option above and does not cure within the
applicable period, then the matter shall proceed to binding arbitration as set
forth below. If Licensee makes a Dispute Election, during the thirty (30) day
period following such election (the "Elevation Period") the dispute shall be
elevated to top management of Owner and Licensee for them to discuss and
try to resolve the dispute in good faith. In the event that the issues are not
12
Agreement No. 6261-3
resolved during the foregoing thirty (30) day period, then the parties shall seek
to resolve the dispute by mediation/arbitration as described below.
4. In the event that the dispute is to be resolved via mediation/
arbitration, the parties shall submit to a mediation session administered by
JAMs within thirty (30) days following the end of the Elevation Period (the
`Mediation Period"). If the parties do not resolve the dispute in the Mediation
Session, then during the fifteen (15) day period following the end of the
Mediation Period, either party may elect to have the dispute resolved by
arbitration pursuant to the JAMS rules of arbitration. In any such arbitration
the arbitrator shall be required to render a reasoned decision that shall set forth
a conclusion as to whether the conduct of Licensee has amounted to a
Material De Facto Refusal to Manage the Golf Course Facility and the actions
that Licensee may take to cure such Material De Facto Refusal to Manage
(the "Cure").
5. During the fifteen (15) day period following any decision of the
arbitrator that there has been a Material De Facto Refusal to Manage, (i)
Licensee may elect to undertake the Cure and, in addition to the forgoing
fifteen (15) day period, Licensee shall have such additional period of time as
may reasonably be required to effectuate the Cure, or (ii) Licensee or Owner
may elect to appeal the arbitrator's decision using the JAMS arbitration appeal
procedure. Any such appeal shall be heard by a three (3) member panel of
arbitrators (which will be selected within 10 days pursuant to a random
process implemented by JAMS) and a decision shall be rendered by a
majority of the arbitrators within 30 days based upon the record before the
original arbitrator. In the event that the panel affirms that there has been a
Material De Facto Refusal to Manage the Golf Course Facility by Licensee
and affirms the Cure, then during the thirty (30) day period following the
panel rendering such decision (plus such additional period as shall be
reasonably required for Licensee to effectuate the Cure), Licensee shall have
the right to effectuate the Cure. In the event that Licensee refuses to effectuate
the Cure during the foregoing period then it shall within fifteen (15) days
thereafter pay to Owner a cash sum equal to Three Million Dollars
($3,000,000). Upon payment of Liquidated Damages by Licensee to Owner
hereunder, Owner shall have no further rights or remedies with regard to any
Material De Facto Refusal to Manage the Golf Course Facility.
I. TERMINATION FEE/LIQUIDATEDFEE/LIQUIDATED DAMAGES. THE PARTIES AGREE THAT
A REFUSAL TO MANAGE OR MATERIAL DE FACTO REFUSAL TO
MANAGE BY LICENSEE AS DESCRIBED IN SECTION 9.E. AND 9.F. ABOVE
WILL RESULT IN DAMAGES TO OWNER, AS LICENSEE IS RESPONSIBLE
FOR PAYING CERTAIN LOSSES HEREUNDER DURING THE TERM OF THIS
AGREEMENT AND THE SUCCESSFUL FINANCIAL OPERATION OF THE
GOLF COURSE FACILITIES AND PREMISES IMPROVEMENTS ARE TIED
TOGETHER BASED UPON THE JOINT OPERATION OF THE FACILITIES
AND IMPROVEMENTS, WHICH IS ONE OF THE REASONS THAT OWNER
13
Agreement No. 6261-3
IS ENTERING INTO THE LEASES, AND THEREFORE SUCH DAMAGES ARE
EXTREMELY DIFFICULT OR NOT POSSIBLE TO CALCULATE AND
FURTHER THAT LICENSEE IS WILLING TO PAY A TERMINATION FEE
AND LIQUIDATED DAMAGES/TERMINATION FEE IN THE AMOUNT OF
THREE MILLION DOLLARS ($3,000,000.00) AS DESCRIBED ABOVE.
OWNER INITIALS
LICENSEE INITIALS
Owner and Licensee shall use commercially reasonable efforts to ensure that any
dispute has occurred shall be resolved no later than nine (9) months following
delivery by Owner or Licensee of the alleged default by the other party.
10. TERMINATION, CANCELLATION, AND OPERATING SHORTFALLS.
A. Termination.
1, For Cause. Either party may terminate this Agreement upon the occurrence
of an Event of Default by the other party as provided in Section 9D above.
2. Without Cause. Owner may terminate this Agreement without cause upon
one hundred eighty (180) days prior written notice to Licensee; provided,
however, in no event shall Owner give notice to terminate this Agreement
without cause during the initial two years of this Agreement.
Payment of Lic uidated. Damages. Following payment of Liquidated
Damages by Licensee to Owner, Licensee or Owner may terminate this
Agreement upon provision of written notice to the other party.
4. Termination of SCE License Agreement. The parties agree and
acknowledge that the operation of the Golf Course is dependent upon the
existence and continuation of that certain License Agreement dated as of
June 24, 1991 by and between Southern California Edison Company, a
California corporation, as licensor (the "Licensor") and the City as licensee
(the "SCE License"). In the event that during the term of this Agreement
the SCE License shall terminate (and shall not be replaced with a license
agreement in which Licensor grants the City and Licensee and Operator
with at least equivalent rights as set forth in the License) and it is not
commercially feasible for Licensee and/or Operator to continue to operate
the Golf Course in the same manner as Licensee and/or Operator operated
the Golf Course prior to such termination, then Licensee or Owner may
terminate this Agreement upon thirty (30) days' prior written notice to the
other party hereunder.
& Cancellation Fee; Default by Owner. In the event either: (i) Owner terminates this
Agreement without cause as provided in Section 10A(2) above, or (ii) Licensee
terminates or this Agreement is terminated due to an Event of Default of Owner
14
Agreement No. 6261-3
IS ENTERING INTO THE LEASES, AND THEREFORE SUCH DAMAGES ARE
EXTREMELY DIFFICULT OR NOT POSSIBLE TO CALCULATE AND
FURTHER THAT LICENSEE IS WILLING TO PAY A TERMINATION FEE
AND LIQUIDATED DAMAGES/TERMINATION FEE IN THE AMOUNT OF
THREE MILLION DOLLARS ($3,000,000.00) AS DESCRIBED ABOVE.
OWNER INITIALS
LICENSEE INITIALS
J. Owner and Licensee shall use commercially reasonable efforts to ensure that any
dispute has occurred shall be resolved no later than nine (9) months following
delivery by Owner or Licensee of the alleged default by the other party.
10. TERMINATION, CANCELLATION, AND OPERATING SHORTFALLS.
A. Termination.
For Cause. Either party may terminate this Agreement upon the occurrence
of an Event of Default by the other party as provided in Section 9D above.
2. Without Cause. Owner may terminate this Agreement without cause upon
one hundred eighty (180) days prior written notice to Licensee; provided,
however, in no event shall Owner give notice to terminate this Agreement
without cause during the initial two years of this Agreement.
3. Ira anent of Liquidated Daa a yes. Following payment of Liquidated
Damages by Licensee to Owner, Licensee or Owner may terminate this
Agreement upon provision of written notice to the other party.
4. Termination of SCE License Aarcernent. The parties agree and
acknowledge that the operation of the Golf Course is dependent upon the
existence and continuation of that certain License Agreement dated as of
June 24, 1991 by and between Southern California Edison Company, a
California corporation, as licensor (the "Licensor") and the City as licensee
(the "SCE License"). In the event that during the term of this Agreement
the SCE License shall terminate (and shall not be replaced with a license
agreement in which Licensor grants the City and Licensee and Operator
with at least equivalent rights as set forth in the License) and it is not
commercially feasible for Licensee and/or Operator to continue to operate
the Golf Course in the same manner as Licensee and/or Operator operated
the Golf Course prior to such termination, then Licensee or Owner may
terminate this Agreement upon thirty (30) days' prior written notice to the
other party hereunder.
B. Cancellation Fee; DefaulLby Owner. In the event either: (i) Owner terminates this
Agreement without cause as provided in Section 10A(2) above, or (ii) Licensee
terminates or this Agreement is terminated due to an Event of Default of Owner
14
Agreement No. 6261-3
pursuant to Section l0A(1) above and Licensee is not then in default (pursuant to a
default in which Owner has provided written notice to Licensee and Licensee has
been granted the opportunity but has failed to cure pursuant to Section 9.0 above),
then Owner shall pay to Licensee, within forty-five (45) days of the effective date
of such termination, a cancellation fee equal to the unamortized cost of any Capital
Expenditures invested in the Golf Course Facility by Licensee (other than any
Excluded Capital Expenditures) and any such Capital Expenditures funded by the
Capital Reserve Account described in Section LH hereof, during the term of this
Agreement (i.e. the gross cost of all such Capital Expenditures made by Licensee
with regard to the Golf Course Facility amortized in accordance with Section U
hereof) but excluding any Capital Expenditures attributable to equipment and other
assets sold by Licensee prior to the effective date of such termination. For purposes
hereof the term "Capital Expenditures" shall include all expenditures for
equipment, machinery, projects, building systems and all improvements, repairs or
replacements which have a useful life (in accordance with GAAP) of a period of
twelve (12) months or more and which cost in excess of Five Thousand Dollars
($5,000). Expenditures for routine and ordinary repairs and maintenance shall not
be considered Capital Expenditures.
For purposes hereof and other references to capital improvements and expenditures
in this Agreement, the term "Excluded Capital Expenditures"' means the Capital
Expenditures made by Licensee pursuant to the Lease, set forth in Exhibit D_
thereto, and prior to the re -opening of the Golf Course Facility, including without
limitation installing lights upon the Golf Course Facility and moving holes and
improvements on the Golf Course Facility in order to accommodate the Topgolf
Facility.
D. No 'waiver. By terminating this Agreement in accordance with this Section 10,
neither party shall be deemed to have waived any action it might have, in law or
equity, by reason of a breach of or default under this Agreement.
E. proprietary Material. Upon termination or cancellation of this Agreement, for any
reason or under any circumstances, Licensee's or Operator's (i) proprietary
software and computer programs relating to accounting, operations, marketing, and
forecasting, (ii) operations and employee training materials and manuals of
Licensee or Operator and (iii) the information and processes related to and used by
Licensee or Operator in the marketing and agronomic plan shall remain the sole
property of Licensee or Operator, as applicable, and shall be removed by Licensee
or Operator, as applicable, upon termination of this Agreement.
F. Transition. Provided that Licensee has received, in full, payment of all fees due to
it pursuant to this Agreement, including but not limited to all Management Fees
and the Cancellation Fee, Licensee shall, without additional payment by the Owner,
cooperate beyond the applicable termination effective date with Owner and any
replacement manager for a reasonable period after the applicable termination
effective date (all parties hereto agree that a reasonable period is not less than two
15
Agreement No. 6261-3
(2) weeks and not more than four (4) weeks) to facilitate the orderly transition of
the management of the Golf Course Facility.
G. Operating Shortfalls. During all periods in which (i) Owner continues to own the
Golf Course Facility, (ii) the Lease remains in full force and effect, and Operating
Shortfalls are incurred in excess of $150,000 (the "Loss Threshold") by Licensee
in three calendar years during any seven year period, then Owner shall reimburse
Licensee for all future Operating Shortfalls in excess of the Loss Threshold per year
(the "Reimbursement Obligation"). Within ninety (90) days following the end of
each calendar year during which the Reimbursement Obligation is in effect and in
which an Operating Shortfall has occurred, Licensee and Guarantor shall provide
Owner with an Annual Report (together with any reasonable supporting documents
and materials) evidencing such Operating Shortfall. All amounts owing with
respect to the Reimbursement Obligation shall be paid by Owner to Licensee within
thirty (30) days of Owner's receipt of the pertinent annual statement (and
reasonable supporting documents and materials). For purposes of this Section,
"Operating Shortfall" shall mean, for any given calculation period, Operating
Expenses exceed Gross Revenues. The Loss Threshold will be prorated for any
period of less than a full calendar year during the term of this Agreement. The Loss
Threshold shall increase by ten percent (10%) at the commencement of each five-
year period during the term of this Agreement commencing with the day following
the fifth (5 h) anniversary of the first day of the term of this Agreement.
Notwithstanding the definitions set forth in Section LD and Section LE hereof, all
revenue and expense amounts shall be recorded in a manner that is equitable to both
parties hereto and accurately reflects actual profits and losses of the operation of
the Golf Course Facility for purposes of this Section 10.G.
H. Owner's Review. Upon reasonable prior written notice, but not less than forty-eight
(48) hours' prior written notice, representatives of Owner shall have the right, up
to twice each calendar year, at any time during normal business hours, to review
Licensee's and/or Operator's books and records relating to the calculation of all
Gross Revenues, Gross Receipts and Operating Expenses for the Golf Course
Facility. All expenses related to any such review shall be borne exclusively by Owner
unless such audit reveals that any the Gross Revenues, Gross Receipts or Operating
Expenses were misstated by five percent (5%) or more in which case the cost of the
audit shall be borne by Licensee.
11. RESERVED
12. RESIDENT FEES; Increases Limited. The resident fee schedule attached hereto as
Exhibit E (as updated from time to time in accordance with the provisions hereof, the
"Resident Fee Schedule") states the maximum fees that Operator may charge to El Segundo
residents to play golf at the Golf Course Facility (other than Night Golf).
A. After Operator completes the Golf Course Facility and the Golf Course Facility
reopens for public play, the rates on the Resident Fee Schedule shall increase once
each calendar year on April 1 by the greater o£
16
Agreement No. 6261-3
1. a percentage that equals the percentage increase of the CPI (as defined
below) for the twelve month period preceding December 31 immediately
preceding the scheduled increase, and
2. 2% more than the fee listed on the Resident Fee Schedule on the
immediately preceding April 1.
(in the case of 1 or 2, as applicable, the "'Maximum Allowed Increase"'). For
purposes of this Agreement the term "CPI" means the Consumer Price Index of the
Bureau of Labor Statistics of the U.S. Department of Labor for CPI U (All Urban
Consumers) for the Los Angeles — Long Beach and Anaheim metropolitan area, all
items (1982-1984=100); provided that if the aforementioned compilation or
publication of the CPI shall be discontinued, the parties shall use the government
index that most closely approximates such index. For purposes hereof, "Night Golf"
means any golf play in which the player or players tee off later than the following
times: (i) November 1 - March 15, 5:00 pm local El Segundo time; (ii) March 16 -
Memorial Day, 7:00 pm local El Segundo time, (iii) the day following Memorial
Day - Labor Day, 8:00 pm local El Segundo time, and (iv) the day following Labor
Day - October 31, 7:00 pm local El Segundo time.
B. Each year on April 1, Operator may update the Resident Fee Schedule to reflect
any permitted increases in the fees that it charges El Segundo residents to play golf
at the Golf Course Facility in accordance with Section 12A hereof and may increase
such fees that it charges to El Segundo residents up to the amount listed on the
Resident Fee Schedule. Except as otherwise expressly permitted hereby, Operator
shall not charge fees to El Segundo residents to play golf at the Golf Course Facility
that exceed the fees listed on the Resident Fee Schedule (as updated in accordance
with the provisions hereof).
C. Operator may, based upon prudent business practices, charge a fee to play golf at
the Golf Course Facility to El Segundo residents that is less than the maximum
amount of that fee listed on the Resident Fee Schedule. If Operator charges such a
fee that is less than the maximum fee stated on the Resident Fee Schedule, Operator
may increase that fee at any time up to an amount equal to or less than the maximum
fee listed on the Resident Fee Schedule.
D, If in any calendar year Operator desires to increase any of the fees on the Resident
Fee Schedule by an amount that exceeds the Maximum Allowed Increase, Operator
must obtain the prior written approval of the City Manager ( the "City, Official"') or
such increase must comply with the provisions of Section 12.1-1 hereof. Operator
shall not charge any increased fee otherwise prohibited by this Section 12 unless
the City Official has approved the same in writing.
E. Except as permitted by Section 12.1-1, and hereof, if in any calendar year Operator
desires to add a new fee to the Resident Fee Schedule, or to recharacterize an
existing fee and increase the amount of the recharacterized fee in excess of the
Maximum Allowed Increase, Operator must obtain the City Official's prior written
approval. Except as permitted by Section 12.1-1 hereof, Operator shall not charge
17
Agreement No. 6261-3
any such new or recharacterized fee to El Segundo residents that the City Official
has not expressly approved in writing.
F. El Segundo residents must possess an El Segundo Recreation and Parks
identification card to qualify for the rates set forth above.
G. Reserved.
H. Despite the preceding provisions of this Section 12, Operator may increase one or
more fees on the Resident Fee Schedule more than the Maximum Allowed Increase
(including any such increase effectuated by recharacterizing and increasing such a
fee) or impose a new fee (collectively an "Ad"ut") without the approval or
consent of the City Official if all the following conditions precedent occur:
Owner imposes a new tax, fee, charge or other imposition (an "Imtior"')
that applies to Operator's operation of the Golf Course Facility;
2. the new Imposition causes an increase in Operator's costs and expenses
under this Agreement (for example, the cost of a new or increased tax
imposed on golf play would increase Operator's costs and expenses under
this Agreement);
Operator cannot reasonably offset the increased costs and expenses by
increasing fees or charges not on the Resident Fee Schedule;
4. before implementing the Adjustment, Operator provides detailed financial
information reasonably satisfactory to the City Official that shows how the
new Imposition will increase Operator's costs and expenses, and how the
proposed Adjustment will offset the increase;
5. at the City Official's request, Operator meets with City Manager and
Finance Director and in good faith confers about the accuracy of Operator's
calculations; and
6. the Adjustment increases fees no more than reasonably necessary to offset
Operator's increased cost and expenses directly attributable to the new
Imposition.
I. Despite any other provision of this Section 12, the rates listed on the Resident Fee
Schedule must never exceed the rates Operator charges to non -El Segundo residents
for the same goods or services.
J. Notwithstanding any provision hereof to the contrary, the limitations on the fees
that Operator may charge for golf play at the Golf Course Facility set forth herein
shall not apply to Night Golf.
13. LIQUOR LICENSE. Subject to any relevant California Alcoholic Beverage Control
("ABC") licensing requirements, Licensee or Operator shall maintain at all times (except
18
Agreement No. 6261-3
for the application period) a valid liquor license on the premises, and all of the parties
hereto shall comply with all relevant ABC laws regarding the use of such license.
14. Capital Improvements. Licensee shall use or cause Operator to use the Capital Reserve
Account further described in Section LH hereof for the purpose of funding Capital
Expenditures.
15. FIRE AND OTHER CASUALTY; CONDEMNATION.
A. Casualty.
1. Golf Course larvae. In the event that the Golf Course Facility is damaged
or destroyed by fire, earthquake or casualty not due to the negligence or
intentional misconduct of Owner or Licensee and the proceeds of the
insurance policies maintained by Owner and/or Licensee on the Golf Course
Facility are not sufficient to fully repair or restore the Golf Course Facility
(and Owner fails to make additional funds available to Licensee in an
amount at least equal to one-half of the foregoing shortfall in order to repair
and restore the Golf Course Facility), then Licensee may upon notice to
Owner terminate this Agreement and in such event Licensee shall have no
further obligation to repair or restore the Golf Course. To the extent the Golf
Course Facility is damaged or destroyed by fire, earthquake or casualty due
to the negligence or intentional misconduct of Licensee, Licensee shall be
responsible for making all repairs to restore the Golf Course at its expense
and continue to honor its obligations to operate the Golf Course as provided
in this Agreement. In the event that the Golf Course Facility is damaged or
destroyed by fire, earthquake or casualty due to the negligence or intentional
misconduct of Owner, Owner shall be responsible for making all repairs to
restore the Golf Course at its expense and to the extent that Owner
determines that it will not fully repair or restore the Golf Course at its sole
cost, then Licensee may upon notice to Owner terminate this Agreement
and in such event Owner shall have no further obligation to repair or restore
the Golf Course.
2. Damage to Buildings on the Golf Course. If (i) only the buildings included
in the Golf Course Facility are damaged or destroyed by fire, earthquake,
casualty or any cause whatsoever, except due to the negligence or
intentional misconduct of Licensee or Owner in which case the provisions
of 15.A.1. shall apply, and (ii) the golf course is fit for play, then, provided
Owner makes sufficient cash sums (including insurance proceeds) available
to Licensee for such purpose, temporary structures shall be placed on the
property for purposes of allowing for a starters' structure to allow for the
coordination and continued use of the Golf Course Facility. With regard to
replacing or repairing the restaurant, pro shop and other facilities, unless the
parties reach another agreement in their respective sole discretion, the party
whose negligence or intentional misconduct caused such damage or
destruction shall be responsible for diligently working to replace or repair
19
Agreement No. 6261-3
the buildings. If the damage is not due to either party's fault, the parties
shall coordinate and cooperate to make reasonable efforts to seek insurance
or third -party proceeds to repair or replace the facilities and such insurance
proceeds shall be made available to Licensee as provided above.
3. Business Interruption 1nsurrance; :Personal Propedy Covera . The proceeds
of any business interruption insurance and insurance on its personal
property maintained by Licensee shall be the sole property of and retained
by Licensee.
A. Condemnation.
Total 'raking. If any material part of the Golf Course Facility is taken in any
proceeding by any governmental authority by condemnation, eminent
domain, or otherwise or is conveyed under threat of such taking such that
the remaining portion will not permit Licensee to operate its business on the
Golf Course Facility in the manner that it previously conducted such
business (as reasonably determined by Licensee), then Licensee may
terminate this Agreement by delivery of written notice to Owner.
2. Partial or Temporary Taking. In the event the Golf Course Facility is
partially or temporarily taken and this Agreement is not terminated, and
Licensee can operate its business on the Golf Course Facility in the manner
that it previously conducted such business (as reasonably determined by
Licensee), or Licensee's operations are only temporarily interrupted, the
Golf Course Facility shall be repaired and restored in accordance with plans
and specifications or put back into operation when Licensee and the Owner
reasonably determine to be appropriate; provided such plans and
specifications are in compliance with applicable law. The Golf Course
Facility shall be restored in accordance with such plans and specifications
or placed back into operation utilizing the proceeds from the condemnation
award; provided that, to the extent that such proceeds are not sufficient to
fully repair or restore the Golf Course Facility Owner may in its discretion
provide Licensee with additional funds as needed to fund such shortfall. In
the event that the proceeds of a condemnation award are not sufficient to
fully repair and restore the Golf Course Facility and Owner does not provide
the requisite funds to cover the shortfall, Licensee or Owner may terminate
this Agreement upon written notice to the other and, in such event, Licensee
shall have no further obligation to repair or restore the Golf Course Facility.
To the extent there are excess proceeds from a condemnation award,
Licensee shall be entitled to receive an amount equal to the average of the
last two years of net profit payments it received from the Golf Course on a
pro -rated basis with respect to the time period the Golf Course was closed
due to the partial taking, and the Owner shall be entitled to all other proceeds
from the condemnation award.
20
Agreement No. 6261-3
3. Condemnation Award. For a total taking of the Golf Course, Licensee shall
be entitled to claim an award which compensates Licensee for the loss in
the value of any Capital Expenditures paid by Licensee with respect to the
Golf Course Facility (other than any Excluded Capital Expenditures), which
shall be equal to the unamortized cost of the items funded with such Capital
Expenditures (i.e. the gross cost of such items amortized on a straight line
basis in accordance with Section U hereof), and Owner shall be entitled to
all other condemnation amounts. Termination of this Agreement shall not
affect the right of the respective parties to such awards. If the condemning
authority shall refuse to permit separate claims to be made, then Owner
shall prosecute with counsel reasonably satisfactory to Licensee and with
the reasonable cooperation of Licensee , the claims of both Owner and
Licensee, and the proceeds of the award, after payment of Licensee's costs
incurred (including reasonable attorney's fees and cost of litigation), shall
be apportioned and divided between Owner and Licensee in proportion to
their respective claims in accordance with this Section 1513(3). If joint
representation is not feasible due to potential conflicts between the parties
respective rights and obligations, then each party shall be responsible for
hiring and paying for its own legal counsel.
16. INDEMNIFICATION AND LIABILITY. The provisions of this Section 16 shall
survive the termination of this Agreement.
A. Indemnity.
1, To the fullest extent permitted by law, Licensee will defend, indemnify, and
hold Owner and its officials, officers employees and agents harmless, from
and against any and all liability, loss, cost, damage, penalties, claims, causes
of action, proceedings and expense, including without limitation, court costs
and reasonable attorneys' fees, incurred by or asserted against Owner and/or
or its officials, officers employees and agents or imposed on Owner or its
officials, officers employees and agents by any person whomsoever, related
to the performance of the duties of Licensee under this Agreement arising
from the negligence, fraud or intentional misconduct of Licensee.
2. To the fullest extent permitted by law, Owner will defend, indemnify, and
hold Licensee, Operator and their officials, officers employees and agents
harmless, from and against any and all liability, loss, cost, damage, penalties,
claims, causes of action, proceedings and expense, including without
limitation, court costs and reasonable attorneys' fees, incurred by or asserted
against Licensee and/or Operator or their officials, officers employees and
agents or imposed on Licensee and/or Operator or their officials, officers
employees and agents by any person whomsoever, related to the
performance of the duties of Owner under this Agreement arising from the
negligence, fraud or intentional misconduct of Owner.
21
Agreement No. 6261-3
To the fullest extent permitted by law, Owner will defend, indemnify, and
hold Licensee and Operator and their officials, officers employees and agents
harmless, from and against any and all liability, loss, cost, damage, penalties,
claims, causes of action, proceedings and expense, including without
limitation, court costs and reasonable attorneys' fees, incurred by Licensee
and/or Operator or their officials, officers employees and agents or imposed
on Licensee and/or Operator or their officials, officers employees and agents
by any person whomsoever, in any way related to any claims by any
employee, independent contractor, vendor, party to a contract for services
to Owner, investor, customer, patron, or resident for actions related to the
Golf Course Facility that arose prior to the term of this Agreement except
those relating to the Licensee's or Lessee's activities set forth in the Lease
for which Licensee or Lessee are required to defend, indemnify and hold
harmless the Owner.
4. To the fullest extent permitted by law, Owner will indemnify and hold
Licensee and Operator and their officials, officers employees and agents
harmless from and against, any and all liability, loss, cost, damage,
penalties, claims, causes of action, proceedings and expense, including
without limitation, court costs and reasonable attorneys' fees, incurred by
Licensee and/or Operator or their officials, officers employees and agents
or imposed on Licensee and/or Operator or their officials, officers
employees and agents by any person whomsoever, in any way related to any
environmental conditions on, under or in the Golf Course Facility that
violates applicable Environmental Laws and exists as of the Effective Date.
Recovery upon an indemnity contained in this Agreement shall be reduced
dollar for dollar by the applicable insurance collected by the party
demanding indemnification. However, a party does not have an obligation
to seek insurance coverage for matters for which the party is not otherwise
liable for under this Agreement. The scope of all indemnities contained in
this Agreement includes any and all costs and expenses, including
reasonable attorney fees and costs, properly incurred in connection with any
proceedings to defend any indemnified claim, or to enforce the indemnity, or
both. All indemnification obligations under this Agreement shall survive the
expiration or any termination of this Agreement.
C. Choice of Law and Venue. Whereas Licensee's principal place of business is in the
State of Texas, and the Golf Course Facility is located in California, the parties agree
that this Agreement shall be governed by and construed in accordance with the laws
of California and all disputes related to this Agreement shall be subject to mediation
and arbitration in Los Angeles County as provided for in this Agreement.
D. Owner's Contractors Subcontractors Etc. Licensee shall not be responsible for the
acts or omissions of any of Owner's other contractors or any subcontractor,
employee or agent of Owner or any consultant retained by Owner.
17. GENERAL PROVISIONS.
22
Agreement No. 6261-3
A. Entire Agreement. This Agreement represents the entire understanding and
agreement between the parties with respect to the subject matter hereof, and
supersedes all other negotiations, understandings, and representations (if any) made
by and between such parties.
B. Written Amendments. The provisions of this Agreement may only be amended or
supplemented in a writing signed by both parties.
C. Further Amendments. The parties hereby agree from time to time to execute and
deliver such further instruments and documents, and do all such other acts and
things, which may be convenient or necessary to more effectively and completely,
carry out the intentions of the Agreement.
D. Corn l iance with Laws. Licensee shall, at all times, operate, use, and conduct the
business of the Golf Course Facility in a lawful manner and in full compliance with
all applicable governmental laws, ordinances, rules and regulations, and maintain
all licenses and permits relating to the Golf Course Facility, with Owner's full
cooperation, in full force and effect and cooperate and endeavor to obtain all
licenses and permits first required after the commencement of the term of this
Agreement required in connection with the management, use, and operation of the
Golf Course Facility.
E. Environmental Laws. Owner represents to Licensee that to the best of its knowledge
(i) the Golf Course Facility has not been used at any time by any person as a landfill
or a disposal site for hazardous materials or for garbage, waste or refuse of any
kind, and (ii) the Golf Course Facility is in compliance with all applicable federal
and state Environmental Laws. The parties acknowledge that the real property
included in the Golf Course Facility was previously owned by Chevron USA and
Chevron USA operates a petroleum refinery directly next to the right of way that is
on the western border of the golf course. Owner also represents, to the best of
Owner's knowledge, that there are no underground storage tanks of any nature on
the Golf Course Facility (fuel, propane, gas etc.). Owner does not have any
knowledge of asbestos -containing products within the Golf Course Facility.
For the purposes of this Agreement, "Environmental Law" shall mean: All
applicable Federal, State, county or local (or other political subdivision thereof)
laws, statutes, codes, acts, ordinances, orders, rules, regulations, directives,
judgments, decrees, injunctions, directions, permits, licenses, authorizations,
decisions and determinations issued, adopted or enacted by any judicial, legislative,
regulatory, administrative or executive body of any governmental or quasi -
governmental authority, department, branch, division, agency or entity exercising
functions of or pertaining to any government having jurisdiction affecting the Golf
Course Facility, or any licenses and permits of any governmental authorities, from
time to time applicable to the Golf Course Facility or any part thereof regarding
hazardous materials. Licensee shall have no liability for pre-existing conditions
located at the Golf Course Facility prior to the Effective Date hereof, nor liability
23
Agreement No. 6261-3
for conditions occurring after the Effective Date not caused by Licensee, the
Operator or their agents.
F, Bgndin All of the terms and provisions of this Agreement shall be binding and
inure to the benefit of the parties and their respective permitted successors and
assigns. This Agreement is solely for the benefit of the parties hereto and not for
the benefit of any third party.
G. Ass . Licensee may assign or transfer this Agreement and/or may delegate
any or all of its duties and obligations under this Agreement to a subsidiary or an
affiliate of Licensee or an Operator, provided that, notwithstanding any such
assignment, Licensee shall remain primarily obligated to Owner in accordance with
the terms of this Agreement. Additionally, this Agreement may be assigned to the
sublessee/operator of the Topgolf Facility, provided in such event, Licensee shall
have no further obligations under this Agreement.
H. Guaranty. With regard to all periods during which as the Sublease is in effect and
has not been terminated, TG Holdings I, LLC, a Delaware limited liability company
("Guarantor"), hereby unconditionally and irrevocably guarantees to Owner the
payment and performance of all obligations of Licensee under this Agreement.
Guarantor has executed this Agreement for the sole and limited purpose of
evidencing such guaranty.
Mortgages. Owner shall not, without the prior written consent of Licensee , incur
any indebtedness secured by the Property if such indebtedness shall affect the
ability of Licensee to meet its obligations under this Agreement. In the event that
Owner incurs any indebtedness secured by Owner's interest in the Golf Course
Facility and any creditor or trustee or agent of such a creditor forecloses on such
security interest, Owner shall make Licensee whole for any losses resulting
therefrom. The parties agree and acknowledge that as to the loss of any items
funded with Capital Expenditures (including any Capital Expenditures funded by
the Capital Reserve Account described in Section LH hereof but excluding any
Excluded Capital Expenditures), Owner shall pay to Licensee the unamortized cost
of any such items (i.e. the gross cost of all such Capital Expenditures made by
Licensee with regard to such items amortized on a straight-line basis in accordance
with Section 4.J hereof). As to any loss of the use of the Golf Course Facility Owner
shall pay to Licensee an amount equal to the average of the last two years of net
profit payments it received from the Golf Course Facility on a pro -rated basis with
respect to the time period that Licensee cannot manage the Golf Course Facility
due to foreclosure (such lost profit calculation not to exceed a period of two years
in the aggregate).
J. Notices. All notices, requests, consents and other communications required or
permitted to be given under this Agreement shall be in writing; shall be given only
by hand delivery during normal business hours, first-class registered or certified
mail, postage prepaid, return receipt requested, or overnight delivery service with
FedEx or United Parcel Service; and shall be addressed to the parties in the manner
24
Agreement No. 6261-3
set forth below. All notices shall be conclusively deemed to have been properly
delivered, (i) upon receipt when hand delivered successfully during normal
business hours, (ii) upon the third (3ra) business day after delivery if the notice has
been deposited in an authorized receptacle of the United States Postal Service as
first-class, registered or certified mail, postage prepaid, with a return receipt
requested (provided that the sender has in its possession the return receipt to prove
actual delivery or to prove an address change occurred without proper notice), or
(ii) one (1) business day after the notice has been deposited with either FedEx or
United Parcel Service to be delivered by overnight delivery (provided that the
sending party receives a confirmation of actual delivery from the courier).
In the case of Licensee:
Topgolf USA El Segundo, LLC
8750 N. Central Expressway, Suite 1200
Dallas, Texas 75231
Attn: Legal Department
With copy to:
Dentons US LLP
2000 McKinney Avenue, Suite 1900
Dallas, TX 75201
Attn: Donald A. Hammett, Jr.
In the case of Owner:
The City of El Segundo
350 Main Street
El Segundo, CA 90245
Attn: City Clerk
With copy to:
The City of El Segundo
350 Main Street
El Segundo, CA 90245
Attn: City Manager
or to such other address as either party may designate by written notice complying
with the terms of this Section.
K. Headings. The headings contained in this Agreement are for convenience of
reference only and shall not limit or otherwise affect in any way the meaning or
interpretation of this Agreement.
25
Agreement No. 6261-3
L. Invalidity. If any provision of this Agreement or any other agreement entered into
pursuant hereto is contrary to, prohibited by or deemed invalid or unenforceable
under applicable law or regulation, such provision shall be inapplicable and deemed
omitted to the extent so contrary, prohibited, invalid or unenforceable, but the
remainder of such provision, and this Agreement shall not be invalidated or
rendered unenforceable thereby unless such materially affects the rights or
obligations or either party to this Agreement, and shall be given full force and effect
so far as possible.
M. No Waiver. The failure or delay of either party at any time to require performance
by the other party of any provision of this Agreement shall not affect the right of
such party to subsequently require performance of that provision or to exercise any
right, power or remedy hereunder. Waiver by either party of a breach of any
provision of this Agreement shall not be construed as a waiver of any continuing
or succeeding breach of such provision, a waiver of the provision itself, or a waiver
of any right, power or remedy under this Agreement.
N. No Partnerslp. Nothing in this Agreement shall be construed to create a
partnership or joint venture between the parties. The parties acknowledge that the
relationship of Licensee to Owner is that of an independent contractor.
O. No Exclusive Remedy. Except as expressly set forth in this Agreement (for example
with regard to any claim of a De Facto Refusal to Manage), all disputes related to
this Agreement shall be subject to the Dispute Resolution Process identified in
Exhibit D hereto.
P. Authority. Each party hereby represents to the other party that it has the right,
power, authority, and financial ability to enter into this Agreement and to perform
its obligations under this Agreement, and that it is not restricted by contract or
otherwise from entering into and performing this Agreement.
Q. Oounterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which, collectively and
separately, shall constitute on and the same agreement.
R. force 1"ajeur. If the performance by either of the parties of their respective
obligations under this Agreement (excluding monetary obligations) is delayed, or
prevented in whole or in part by any acts of God, fire or other casualty, floods,
storms or other natural disasters, explosions, accidents, epidemics, war, civil
disorders, labor strikes, shortage or failure of supply of materials, labor, fuel,
power, equipment, supplies or transportation, third party legal challenges, actions
taken by governmental agencies, that could not have been reasonably anticipated
by and timely resolved by a party("Force Maieur "), the party's obligation to
perform shall be delayed for a time period equivalent to the Force Majeure
(excluding any monetary obligation).
W
Agreement No. 6261-3
IN WITNESS WHEREOF, the parties executed this Agreement as of the date first above written.
Licensee: TOPGOLF USA EL SEGUNDO, LLC, a Delaware
limited liability company
By:
Name::.
Title: Manager
Owner: CITY OF EL SEGUNDO, a general law City and
Municipal corporation
By:_
Name:
Attest:
City Clerk
Approved as Form:
City Attorney
27
Agreement No. 6261-3
IN WITNESS WHEREOF, the parties executed this Agreement as of the date first above written.
Licensee: TOPGOLF USA EL SEGUNDO, LLC, a Delaware
limited liability company
By:
Name:
Title: Manager
Owner: CITY OF EL SEGUNDO, a general law City and
Municipal corporation
By:
Name: Scott Miti:iick Cily Mana er
Attest:
irgQy City Clerk
Approved as Form:
rk f 1-lens City Attorney
27
Agreement No. 6261-3
GUARANTOR CONSENT
The undersigned consents to the foregoing Management Agreement and affirms its
obligations under Section 15H thereof.
Guarantor: TG HOLDINGS I, LLC, a Delaware limited
liability company
By: °"
Name: I f
Title:
28
Agreement No. 6261-3
I^j17it )flbi' FI)Ilai e,J "I,' 'J'if)
lI II i �6 8 &wi Engineering, Inc. �f� ?''a Exhibit A
Job No: 19-160
Date: 2021-02-04
Golf Course Property Legal Description
Per Lot Line Adjustment recorded 02/03/21 as Instrument No. 20210191742, O.R.
PARCEL 1:
IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING THAT
PORTION PARCEL 1 OF PARCEL MAP NO. 17749 AS PER MAP FILED IN BOOK 207, PAGES 56
THROUGH 60, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE ALONG THE EAST LINE
OF SAID PARCEL NORTH 44020'30" WEST, 301.26 FEET TO THE TRUE POINT OF BEGINNING;
THENCE LEAVING SAID EAST LINE ALONG THE FOLLOWING SEVEN (7) COURSES:
1. SOUTH 81 °23'50" WEST, 86.36 FEET;
2, SOUTH 36°34'02" WEST, 49.32 FEET;
3. SOUTH 81 °23'50" WEST, 491.83 FEET;
4. SOUTH 26°06'34" WEST, 4.80 FEET;
5. SOUTH 82050'24" WEST, 85.69 FEET;
6. SOUTH 30°00'00" WEST, 33.73 FEET;
7. SOUTH 90000'00" WEST, 217.98 FEET TO A POINT IN THE WEST LINE OF SAID PARCEL 1,
SAID POINT BEING DISTANT 1,272.63 SOUTHERLY FROM THE 2-INCH IRON PIPE WITH
BRASS CAP STAMPED "RCE 17889" AT THE SOUTHWESTERLY TERMINUS OF THE
COURSE SHOWN ON SAID PARCEL MAP NO. 17749 AS "N 890 56' 00" E 170.00"'
EXCEPTING THEREFROM THE LAND DESCRIBED IN THE GRANT DEED RECORDED MARCH 12,
1999 AS INSTRUMENT NO. 99-0411887, OF OFFICIAL RECORDS.
THE ABOVE DESCRIBED PARCEL CONTAINS 15.870 ACRES, MORE OR LESS.
Agreement No. 6261-3
EXHIBIT B-1
INSURANCE SCHEDULE (Licensee)
1. Worker's Compensation Insurance. Licensee or Operator shall maintain worker's
compensation insurance and employer's liability insurance, for all workers employed by Licensee
or Operator pursuant to this Agreement.
2. Liability Insurance. Licensee or Operator shall obtain and keep in full force and
effect, during the term of this Agreement, broad form general commercial liability insurance in an
amount of not less than Five Million Dollars ($5,000,000) per occurrence and per annual
aggregate. The policy shall stipulate that this insurance will operate as primary insurance and that
no other insurance effected by Owner or other name insureds will be called upon to cover a loss
covered under the policy.
3. Commercial Crime Insurance. Licensee or Operator shall obtain and keep in full
force and effect, during the term of this Agreement, such policies of insurance and fidelity bonds
in such form and with such coverage and in such amounts as may from time to time be reasonably
established by Owner for commercial crime, employee dishonesty, theft, disappearance or
destruction of money, funds or other property of, in or at the Golf Course Facility and for loss in
the event any officer, director, employee, agent or subcontractor of Licensee or Operator
embezzles, steals or otherwise fraudulently or improperly takes or obtains Owner funds, money or
property.
4. Alcohol Liability hnsurance. Licensee or Operator shall obtain and keep in full
force and effect during the term of this Agreement broad form alcohol liability insurance covering
the sale and purchase of alcohol by, on or at the Golf Course Facility and all acts directly or
indirectly relating to or resulting from the sale or purchase of alcohol by, on or at the Golf Course
Facility, including but not limited to bodily injury, death and property damage. The coverage shall
be in such form and for such amounts as may from time to time be reasonably established by City.
5. Property lnSU ance. Licensee or Operator shall obtain and keep in full force and
effect during the term of this Agreement property insurance, naming the Owner as loss payee,
insuring, in the full amount of replacement cost, for loss of or damage to the Golf Course Facility
caused by perils included within the classification of fire, extended coverage, vandalism, malicious
mischief, sprinkler leakage and other risk perils which the City and Licensee reasonably deem
necessary and reasonable for this type of operation.
Agreement No. 6261-3
EXHIBIT B-2
INSURANCE SCHEDULE (Owner)
*The attached document reflects the City's insurance coverage through the Independent Cities
Risk Management Authority as of the Effective Date. Coverages, carriers, policy limits and
deductibles are subject to change.
Agreement No. 6261-3
Prepared by
Arthur J . Gallagher & Co.
Susan Blankenburg, Executive Vice President
Arthur J. Gallagher & Co. Insurance Brokers of CA., Inc.
License Number - 0726293
1255 Battery Street #450
San Francisco, CA 94111
Agreement No. 6261-3
Arthur J. Gallagher & Co.
No"
Independent Cities Risk Management Authority
Policy Register
July 1, 2019 to July 1, 2020
Note: Only key fiinitr, and deductiblo,5hetrentions rep msent ed
Coverap I Carrier Polk X Number Limit 11 Deductible I
LIABILITY
. ..... .... .
Liab i Reinsurance Sa National FCA40.5-6...-90--6m���--7�$5M�xs $3M SIR $3,00b,000
fe:
— �Y-Na-- 11--.—
Liabilit Reinsurance Pennsylvania Man. 8219000897751 1$7M of $12M xs $8M N/A
y-
14O.Ttv Reinsurance Markel Global MPEREV0073154m_mmm $5M of $12M xs $8M N/A
litv Reinsurance Scor Reinsurance 1OF15147920191 $1 OM xs$20M -----------------N/A
................ N/A
�lapTtK��ce Hallmark66PER193AB5 $1 OM s $30M
. . ............. . . ......... .
$40M Per Occurrence
. . . ..........
... . . . . ..................
WORKERS COMPENSATION, EMPLOYERS LIABILITY, & BUFFER
. . ..... . ...
WC �EL --------- Safet ona . I .- statutory / $2M $1,500,006
" y' N a6i ....... ......
'#er ... . .......
wc & EL - 66 qndon Southern ABI-1 00000700 $500K xs $1.5M N/A
........... .
............
PROPERTY
All Risk remans Fund DXJ80998318 $250M $ 2 5 0 620k
- - — ------.................. . ........ . ..... ---- . .......... . . ................
AUTO PHYSICAL DAMAGE
. ......... .
AP�D-i�nc"I".--EQ & FL'----- Hanover IHFD97178600 $1 OM All Vehicles $25K
$1 M Per Vehicle
... . ....... -- ..........
.. . ...........
EQUIPMENT BREAKDOWN
Equipment .Breakdown Continental Casualty 5088245693 $250M $10,000
........ ... . . ....
CYBER LIABILITY
mberPool $15,000
...........
CRIME
The Hanover 1
$25, 00
e
............ .
. ........ . . . . . ......... .
TERRORISM —7—$1 OW- - - f-e-rr&nsrn 1'U16vds ....... . . .......... . ...
IMPORTANT. This summary is only an outline of the insurance policy arranged through this office. It does not
include all of the terms, coverages, exclusions, limitations and conditions in the actual insurance contract.
You must read the policy itself for those details. If in reading the policy you have any questions, please
contact this office.
ICRMA Policy Register Page 2 of 25
Agreement No. 6261-3
�•, Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Reinsurance Liability - ICRMA
Summary of Insurance
Named Insured: Independent Cities Risk Management Authority (ICRMA)
Named Insured Address: c/o Risk Pool Administrators
18201 Von Karman Avenue, Ste 200
Irvine, CA 92612
Re-Insurer(s): $5M xs $3M SIR - Safety National Casualty Corporation, Policy #FCA4056906 (100%)
$12M xs $8M - Markel Global Reinsurance Company, Policy #MPEREV0073154 (42%)
$12M xs $8M - Pennsylvania Manufacturers' Assoc Ins Co, Policy #8219000897751 (58%)
$10M xs $20M - Scor Reinsurance Company, Policy #10F15147920191 (100%)
$10M Xxs $30M - Hallmark Insurance Company, Policy #66PER193ABS (100%)
AM Best Rating: Various
Policy Number(s):
Referenced above
Policy Term:
July 1, 2019 to July 1, 2020
Coverage:
Municipal liability including third -party bodily injury and property damage, law enforcement
liability, sexual abuse, public officials errors and omissions liability, employment practice
liability, employee benefit liability, and owned and non-owned/hired automobile liability
Exposure/Members:
City of Adelanto City of Glendora City of Monterey
City of Bell City of Hawthorne City of San
City of Downey City of Hermosa Beach City of Santa Ana
City of El Monte City of Huntington Park City of South Gate
City of El Segundo City of Inglewood
City of Fullerton City of Lynwood
Limits of Insurance: Limits are inclusive of Member SIR:
(SIRs are as noted on each member's Declaration Page)
Public Official's Errors & Omissions Liability - per occurrence & agg $40,000,000
Wrongful Employment Practices Liability - per occurrence & agg $40,000,000
All Other Liability - per occurrence* $40,000,000
"Annual aggregates apply to some coverages. Refer to the Memorandum of Coverage (MOC) for
Sub -Limits of Liability: Crisis Management:
Public Crisis Response - per event, per member
Public Crisis Communication - per event, per member
Annual Aggregate
Self -Insured Retention: Per Occurrence - Pool SIR
(Member SIRs are as noted on each member's MOC Declaration Page)
Policy Form(s): ICRMA 2019/20 Liability Program Memorandum of Coverage
Reinsurance Contracts issued by each carrier
$250,000
$50,000
$300,000
$3,000,000
ICRMA Liability Summary of Insurance Page 3 of 25
Agreement No. 6261-3
GArthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Reinsurance Liability - ICRIMA
Summary of Insurance
Key Terms, Conditions & Clash Coverage
Enhancements: Follow -Form to MOC
Key Limitations & Assumed Reinsurance Exclusion
Exclusions: Bond Liability Exclusion
City of Fullerton excluded from Layer 1
Follow -Form Exclusions to MOC
Insolvency Funds Exclusion
Nuclear Incident Exclusion
Workers Compensation Exclusion
Loss Control Fund: Safety National - $10,000 used in combination with Workers Compensation
Markel & Old Republic - $10,000 (quota share)
Audit Requirements: None
Cancellation Provisions: 60 Days Notice of Cancellation except 10 days for nonpayment of premium
Claims Reporting: Reporting Type: Members' Liability TP
IMPORTANT: This summary is only an outline of the insurance policy arranged through this office. It does not
include all of the terms, coverages, exclusions, limitations and conditions in the actual insurance contract. You must
read the policy itself for those details. If in reading the policy you have any questions, please contact this office.
ICRMA Liability Summary of Insurance Page 4 of 25
Agreement No. 6261-3
G` Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Excess Workers' Compensation & Buffer Layer
Summary of Insurance
Named Insured:
Independent Cities Risk Management Authority (ICRMA)
Named Insured Address:
Go Risk Pool Administrators
18201 Von Karman Avenue, Ste 200
Irvine, CA 92612
Insurer:
Safety National Casualty Corporation - xs $2M SIR
Lyndon Southern Insurance Company - $500K xs $1.5M SIR
AM Best Rating:
Various
Policy Number:
SP4058754
ABL1000007-00
Policy Term:
July 1, 2019 to July 1, 2020
Coverage:
Workers' Compensation covering bodily injury, including resulting death, by accident or disease to
an employee in accordance with the MOC and employer's statutory liabilities under workers
compensation laws; and Employer's Liability covering bodily injury, including resulting death, by
accident or bodily injury by disease arising out of employees' work -related injuries that do not fall
under the workers compensation statute.
Covered State(s): California
Exposures: Estimated Total Payroll by Member:
Adelanto
Bell
Downey
El Monte
ElSegundo $33,008,261
Glendora
Hawthorne
Hermosa Beach
Huntington Park
Inglewood
Lynwood
Monterey Park
San Fernando
Santa Ana
South Gate
Total Estimated Payroll - as of 212812019 $33,008,261
Limit of Liability: Workers' Compensation - Per Occurrence Statutory
Employers' Liability - Per Occurrence $2,000,000
Self -Insured Retention: Pool w/ Buffer- per occurrence (inclusive of various Member SIR) $1,500,000
ICRMA WC and EL Summary of Insurance Page 5 of 25
Agreement No. 6261-3
GArthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Excess Workers' Compensation & Buffer Layer
Summary of Insurance
Policy Form: Specific Excess Workers Compensation & Employers' Liability Insurance Agreement #SPWC-0908-
A1
Self Insured Reimbursement Liability Coverage Form
Key Terms, Conditions & Broad Form All States for Employee Travel
Enhancements: Communicable Disease Coverage
Incidental Longshoremen's and Harbor Workers' Compensation Act
Incidental Maritime Coverage
Terrorism Coverage
Voluntary Compensation
Waiver of Subrogation - Blanket
Key Limitations & Employment Related Practices Exclusion
Exclusions: Intentional Tort and Unlawful Employment Practices Exclusion
Punitive or Exemplary Damages Exclusion
Willful Misconduct Exclusion
Risk Control Fund: $10,000
Audit Requirements: Annual
Cancellation Provisions:. 90 Days Notice of Cancellation except 10 days for non-payment of premium
Claims Reporting: Reporting Type: Members' WC TPA
IMPORTANT. This summary is only an outline of the insurance policy arranged through this office. It does not include all
of the terms, coverages, exclusions, limitations and conditions in the actual insurance contract. You must read the
policy itself for those details. If in reading the policy you have any questions, please contact this office.
ICRMA WC and EL Summary of Insurance Page 6 of 25
Agreement No. 6261-3
Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Property
Summary of Insurance
Named Insured: Independent Cities Risk Management Authority (ICRMA)
Named Insured Address. c/o Risk Pool Administrators
18201 Von Karman Avenue, Ste 200
Irvine, CA 92612
Insurer(s): Fireman's Fund Insurance Company
AM Best Rating: A+ XV
Policy Number(s): DXJ80998318
Policy Term:
July 1, 2019 to July 1, 2020
Coverage:
All risks of direct physical loss or damage, as defined and limited herein, on
Real Property, Personal
Exposures:
Total Insured Value by Member:
Adelanto
Downey
El Monte
ElSegundo $99,027,308
Fullerton
Glendora
Hawthorne
Hermosa Beach
Huntington Park
Lynwood
Monterey Park
San Fernando
Santa Ana
South Gate
TIVs - as of 212812019 $99,027,308
Limits of Insurance:
Property Damage - Per Occurrence
$250,000,000
Business Interruption - Per Occurrence
$44,641,768
Sub -limits:
Per Occurrence unless otherwise noted:
Business Personal Property Subject to Sublimits of Insurance
Accounts Receivable
$10,000,000
Data, Media, Software
$5,000,000
Personal Effects
$1,000,000
Personal Property of Others
$2,500,000
Prototypes
$1,000,000
Research and Development Documentation
$1,000,000
Valuable Papers and Records
$10,000,000
Property Damage Extensions of Coverage
Sub -limits (coot.):
Consequential Loss Assumption Coverage
$250,000
Contract Penalty Clause Coverage
$250,000
Debris Removal Coverage
- Debris of Property Insured
$25,000,000
- Debris of Property Owned by Others
$250,000
Extended Warranty Coverage
$250,000
ICRMA ARI Only Summary of Insurance Page 7 of 25
Agreement No. 6261-3
Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Property
Summary of Insurance
Fine Arts Coverage
- Miscellaneous Unscheduled Fine Arts
— Any One Item, Pair or Set
$100,000
-- Per Occurrence or Loss
$1,000,000
Event
-- Individually Scheduled Fine Arts
See Below
-- Fine Arts at an Exhibition, Exposition, Fair, or Trade Show
$50,000
Fire Department Service Charge Coverage
$250,000
Fire Protection Equipment Coverage
$250,000
Installation Coverage
$250,000
$10,000,000 / Coverage not to
Loss Avoidance or Mitigation Coverage
exceed $250,000 for security
costs
Mobile Communication Equipment Coverage
$250,000
Money and Securities Coverage
$250,000
Money Orders and Counterfeit Currency Coverage
$250,000
Realty Tax Coverage
$250,000
Removal of Property Coverage
$250,000
Reward Coverage
- Any One Person
$10,000
- Per Occurrence or Loss Event
$250,000
Salesperson's Samples Coverage
$250,000
Tenant's Lease Agreement Coverage
$250,000
Theft of Precious Commodities Coverage
$250,000
Business Income and Extra Expense
Business Access Coverage
$2,500,000 / 1 Mile
Civil Authority Coverage
$2,500,000 / 1 Mile
Delayed Occupancy Coverage
$1,000,000
Dependent Property Coverage
$1,000,000
Expediting Expense Coverage
$1,000,000
Extended Business Income and Extra Expense
- Business Income Coverage
365 Days
- Extra Expense Coverage
365 Days
Leasehold Interest Coverage
$5,000,000
Research and Development
$1,000,000
Operations Coverage
Tenant Moving Coverage
$1,000,000
Property, Business Income, and Extra Expense
Communicable Disease Coverage
- Per Occurrence or Loss Event
$1,000,000
- Annual Aggregate
$1,000,000
Fungus Remediation Coverage
$1,000,000
Loss Adjustment Expense Coverage
$500,000
Sub -limits (cont): Newly Acquired Location Coverage
$25,000,000
Ordinance or Law Coverage -
Coverage A through E
- Coverage A
Included
- Coverage B & C Blanket
$10,000,000
- Coverage D
$5,000,000
- Coverage E
$1,000,000
Outdoor Trees, Shrubs, Plants, and Lawn Coverage
- Any One Tree, Shrub, Plant, or Lawn
$10,000
ICRMA ARI Only Summary of Insurance Page 8 of 25
Agreement No. 6261-3
Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Property
Summary of Insurance
- Per Occurrence or Loss Event
$500,000
Pollutant Cleanup Coverage
- Per Occurrence or Loss Event
$500,000
- Annual Aggregate
$500,000
Trade Show Coverage
$1,000,000
Transit Coverage
- Your Vehicles
$1,000,000
- Carriers for Hire
$1,000,000
- International Air Shipments
$1,000,000
Unintentional Property Errors and Omissions Coverage
$5,000,000
Unnamed Location Coverage
$2,500,000
Utility Services Coverage - Business Income
$5,000,000
Additional Covered Cause of Loss - Fire Protection Equipment
- Blanket Limits: Per Loss Event
$25,000,000
- Annual Aggregate
$25,000,000
Green Coverage Endorsement - Green Upgrade Valuation
Policy Limit
- Certified Green Valuation Blanket Limits
Policy Limit
-All Twelve (12) Subcoverages
$50,000
Crisis Management Coverage (Per Occurrence/Annual Aggregate.)
Crisis Event Response Communication Cost
$100,000
Crisis Event Business Income and Extra Expense Coverage
$100,000
Post Crisis Event Expense Coverage
$100,000
Deductibles: Unless stated otherwise in the coverage sections outlined below,
$250,000
- Stop Loss - Annual Aggregate
$619,884
- Maintenance Deductible. - Per Occurrence
$10,000
Debris of Property Owned by Others
$1,000
Business Access Coverage
24 Hours
Civil Authority Coverage
24 Hours
Dependent Property Coverage
24 Hours
Utility Services Coverage - Business Income
24 Hours
Additional Covered Cause of Loss - Fire Protection Equipment
See "Policy Deductible"
Combined Dollar Deductible
See "Policy Deductible"
Annual Aggregate Deductible
See "Policy Deductible"
Crisis Event Business Income and Extra Expense Coverage
24 Hours
Valuation: Buildings, Equipment, and Personal Property
Replacement Cost
Business Interruption, Loss of Earnings & Loss of Rental Value
Actual Loss Sustained
Key Terms, Conditions & Additional Covered Cause of Loss - 250001
Enhancements: Green Coverage Endorsement - 250031
Combined Dollar Deductible - 250033
Annual Aggregate Deductible - 250034
Crisis Management Coverage - 250062
Policy Form - Property -Gard Pinnacle
Key Limitations & Earth Movement Exclusion
Exclusions: Flood Exclusion
Government Action Exclusion
War Exclusion
Nuclear Hazard, Power Failure
ICRMA ARI Only Summary of Insurance Page 9 of 25
Agreement No. 6261-3
GArthur J . Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Property
Summary of Insurance
Utility Services Coverage - Business Income - Overhead Transmission Lines: Excluded
Conditional Vacancy Exclusion - 250050
Audit Requirements: None
Cancellation Provisions: 90 Days Notice of Cancellation except 10 days for nonpayment of premium
Claims Reporting: Reporting Type: ICRMA TPA
AdminSure, Inc.
Attn: Mike Reed
Email: mreed@adminsure.com
Office: (909) 612-5644
Mobile: (909) 345-4377
IMPORTANT. This summary is only an outline of the insurance policy arranged through this office. It does not include all
of the terms, coverages, exclusions, limitations and conditions in the actual insurance contract. You must read the
policy itself for those details. If in reading the policy you have any questions, please contact this office.
ICRMA ARI Only Summary of Insurance Page 10 of 25
Agreement No. 6261-3
G• Arthur J. Gallagher sz Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Auto Physical Damage - incl. Earthquake & Flood
Summary of Insurance
Named Insured:
Independent Cities Risk Management Authority (ICRMA)
Named Insured Address:
c/o Risk Pool Administrators
18201 Von Karman Avenue, Ste 200
Irvine, CA 92612
Insurer:
Hanover Insurance Company
AM Best Rating:
A XV
Policy Number:
IHF-D971786-00
Policy Term:
July 1, 2019 to July 1, 2020
Automobile Physical Damage including damage to the insured's own vehicle resulting from
Coverage:
Earthquake and Flood.
Exposures:
Total Insured Values by Member:
Adelanto
Downey
ElSegundo $12,830,709
Fullerton
Glendora
Hawthorne
Hermosa Beach
Huntington Park
Lynwood
Monterey Park
San Fernando
Santa Ana
South Gate
TIVs - as of 212017 $12,830,709
Limits of Insurance: Auto Physical Damage -
Catastrophe Limit — Maximum for all Vehicles is $10,000,000
Contractors' Equipment Coverage
Maximum per item limit $1,000,000
Equipment leased from others $100,000
Equipment leased from others $100,000
Catastrophe Limit Included in Auto Physical
Damage Limit
Sub -Limits: Per Occurrence unless otherwise noted:
Auto Physical Damage
Coverage Extensions
-Additional Debris Removal Expenses $25,000
ICRMA APD-EQ/FL Summary of Ins%"@mental Coverages: Page 11 of 25 -
Agreement No. 6261-3
<;111, Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Auto Physical Damage - incl. Earthquake & Flood
Summary of Insurance
- Newly Acquired and substitute Vehicles
$1,000,000
- Pollutant Cleanup And Removal
$10,000
- Towing and Labor Costs
$25,000
- Rental Reimbursement
$500
-- Maximum
$10,000
Contractors' Equipment Coverage
-
Coverage Extensions
-
25% of the Amount Paid for
- Debris Removal
the Direct Physical Loss or
Damage
-Additional Debris Removal Expense
$25,000
- Equipment leased or rented to others
$50,000
- Equipment loaned to others
$50,000
- Fraud and deceit
$50,000
- Waterborne
$50,000
Supplemental Coverages
-
- Construction Equipment
$10,000
- Construction Equipment
$50,000
- Employee Tools
$10,000
- Fire Department Service Charge
$1,000
- Pollutant Cleanup and Removal
$25,000
- Recharge of Fire Extinguishing
$1,000
- Rental Reimbursement
$50,000
- Reward for recovery of stolen equipment
$1,000
- Spare parts and fuel
$10,000
Contractors' Equipment Coverage - Optional Coverages:
-
Tools
-
- Any one tool
$10,000
- Total tools
$25,000
Continuing Rental Or Lease Payments
-
- Per occurrence
$25,000
- Per item
$5,000
-Annual Limit
$25,000
Personal effects
- Per Person
$1,000
- Per Occurrence in a Vehicle not Subject to a Special Deductible
$10,000
Newly acquired vehicles covered up to (Values over this must be
$1,000,000
reported to company upon acquisition)
Deductible(s); Auto Physical Damage - Deductible - Per Occurrence $25,000
Contractors' Equipment Coverage -
Rental Reimbursement Waiting period: 72 hours
Deductible: - Per Occurrence $25,000
Personal effects Policy Deductible Applies
Valuation: Auto Physical Damage Replacement Cost
Policy Form: Auto Physical Damage Coverage Form - 1M441-1075 01 09
ICRMA APD-EQ/FL Summary of Insurance Page 12 of 25
Agreement No. 6261-3
Arthur J . Gallagher sz Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Auto Physical Damage - incl. Earthquake & Flood
Summary of Insurance
Annual adjustment at 50% of agreed rates. Manuscript Endorsement — Annual Adjustment —
Key Terms, Conditions Reporting Provisions - IM 7851-D
& Enhancements: Replacement cost not to exceed 125% of SOV value; no age restriction Other valuation terms are
per expiring Manuscript Endorsement —Valuation - Form IM 7851-A
Personal Effects Manuscript Endorsement- Form IM 7851-C
%,Uvuldyq. IIIUIUUUU lul rulllldliwIlly 1115WHULI l'UIIIIIIUIIIUdLIUII M41.11 HIU111 IIII;IUUCU III vdlUC UI MULU.
Mobile Equipment can be Covered Under a Separate CE Form for Additional Premium. Manuscript
Fn A—am—f - Fnrm M117SIM-R
Auto Physical Damage: Perils Excluded: Civil Authority; Nuclear Hazard; War and Military Action;
Key Limitations & Contamination or Deterioration; Criminal, Fraudulent, Dishonest or Illegal Acts; Loss of Use;
Exclusions Mechanical Breakdown; Missing Property; Pollutants; Temperature/Humidity; Voluntary Parting;
Wear and Tear; Weight of Load.
Contractors' Equipment: Perils Excluded: Civil Authority, Nuclear Hazard; War and Military Action;
Contamination or Deterioration; Criminal, Fraudulent, Dishonest or Illegal Acts; Loss of Use;
Mechanical Breakdown; Missing Property, Pollutants; Temperature/Humidity; Voluntary Parting;
Wear and Tear.
Audit Requirements: None
Cancellation Provisions: 30 Days Notice of Cancellation except 10 days for nonpayment of premium
Reporting Type: ICRMA TPA
AdminSure, Inc.
Attn: Mike Reed
Claims Reporting: Email: mreed@adminsure.com
Office: (909) 612-5644
Mobile: (909) 345-4377
IMPORTANT: This summary is only an outline of the insurance policy arranged through this office. It does not include all
of the terms, coverages, exclusions, limitations and conditions in the actual insurance contract. You must read the policy
itself for those details. If in reading the policy you have any questions, please contact this office.
ICRMA APD-EQ/FL Summary of Insurance Page 13 of 25
Agreement No. 6261-3
Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Equipment Breakdown
Summary of Insurance
Named Insured:
Independent Cities Risk Management Authority (ICRMA)
Named Insured Address:
do Risk Pool Administrators
18201 Von Karman Avenue, Ste 200
Irvine, CA 92612
Insurer:
Continental Casualty Company
AM Best Rating:
A XV
Policy Number:
5088245693
Policy Term:
July 1, 2019 to July 1, 2020
Coverage:
Equipment Breakdown coverage for loss due to property damage and
resulting business
income/extra expense from mechanical or electrical breakdown to boilers,
pressure vessels,
mechanical and electrical equipment including air conditioning, refrigeration equipment, computer
equipment and as further detailed in the policy.
Exposures:
Total Insured Values by Member:
City of Adelanto
City of Downey
City of El Monte
City of El Segundo
$99,027,308
City of Fullerton
City of Glendora
City of Hawthorne
City of Hermosa Beach
City of Huntington Park
City of Lynwood
City of Monterey Park
City of San Fernando
City of Santa Ana
City of South Gate
Total Insured Values - as of 21912018
$99,027,308
Limits of Insurance:
Property Damage & Business Income - Per Occurrence
$250,000,000
Sub -limits:
Per Occurrence unless otherwise noted:
Ammonia Contamination
$2,500,000
Consequential Loss
$2,500,000
Contingent Business Income/Extra Expense
$2,500,000
Data or Media - Business Interruption
$1,000,000
Data or Media - Covered Equipment
$2,500,000
Errors and Omissions
Policy Limit
Expediting Expense
$5,000,000
Extended Period of Restoration
30 Days
Extra Expense
Policy Limit
ICRMA Equip Brkdwn Summary of Insurance Page 14 of 25
Agreement No. 6261-3
G` Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Equipment Breakdown
Summary of Insurance
Fungus/Mold, Wet Rot and Dry Rot (resultant damage)
Green Upgrades - % of property damage / maximum
Hazardous Substance
Newly Acquired Premises (365 day reporting)
Sub -limits (coot.): Ordinance of Law
Ordinary Payroll
Spoilage Damage
Utility Interruption Damage - Spoilage Damage
Utility Interruption Damage - Business Income Wor Extra Expense
Water Damage
Deductibles: Per Occurrence; except:
Business Income and Extra Expense
Spoilage Damage - whichever is greater
Utility Interruption:
Spoilage Damage - whichever is greater
Business Income and/or Extra Expense
Waiting period
Valuation: Property Damage
Business Interruption
Policy Form(s): Equipment Breakdown Protection Coverage Form #EB0020 (09/2013)
$250, 000
25% / $100,000
$5, 000, 000
Policy Limit
$10, 000, 000
Policy Limit
$2, 500, 000
$2, 500, 000
$5, 000, 000
$5, 000, 000
$10, 000
1 x Daily Value
10% of Loss or $10,000
10% of Loss or $10,000
1 x Daily Value
24 hours
Replacement Cost
Actual Loss Sustained
Key Terms, Conditions & Covered Equipment Deductible Waiver - waives deductible for 2nd loss to the equipment that was
Enhancements: previously repair or replaced within the last year
Off -Premises Equipment Coverage
Rate Guarantee - 3 years and loss ratio under 35%
Terrorism Coverage
Key Limitations & Diagnostic Equipment Exclusion
Exclusions: Earth Movement Exclusion
Fine Art Exclusion
Flood Exclusion
Nuclear Hazard Exclusion
Pressure/Electrical Test Exclusion
Sprinkler Leakage Exclusion
War or Military Action Exclusion
Windstorm and Hail Exclusion
Audit Requirements: None
Cancellation Provisions: 120 Days Notice of Cancellation except 10 days for nonpayment of premium
ICRMA Equip Brkdwn Summary of Insurance Page 15 of 25
Agreement No. 6261-3
(1;11�1'1 1` Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Equipment Breakdown
Summary of Insurance
Jurisdictional Inspections: CNA Equipment Breakdown Risk Control
184 Liberty Corner Road
4th Floor, Suite 402
Warren, NJ 07059
Email: EBinspections@cna.com
Phone: 866-262-0540 - press 'A"
Fax: 609-495-8896
Claims Reporting: Reporting Type: Broker
AJGRMS Claims Dept.
Email: claims-sf@ajg.com
Phone: (415) 546-9300
Carrier Claim's Contact:
Continental Casualty
Email: Lossreport@cnaasap.com
Phone: 877-262-2727
IMPORTANT: This summary is only an outline of the insurance policy arranged through this office. it does not include all
of the terms, coverages, exclusions, limitations and conditions in the actual insurance contract. You must read the
policy itself for those details. If in reading the policy you have any questions, please contact this office.
ICRMA Equip Brkdwn Summary of Insurance Page 16 of 25
Agreement No. 6261-3
Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Cyber Liability - CLAIMS -MADE FORM
Summary of Insurance
Named Insured: Independent Cities Risk Management Authority (ICRMA)
Named Insured Address: c/o Risk Pool Administrators
18201 Von Karman Avenue, Ste 200
Irvine, CA 92612
Insurer: Illinois Union Insurance Company
AM Best Rating: A++ XV
Policy Number: EONG23685188006
Policy Term: July 1, 2019 to July 1, 2020
Coverage: Technology & Network Liability including Privacy Liability, Data Breach Fund, Network Security,
Internet Media Liability Network
Extortion, Digital Asset Coverage, and Business Interruption
coverages
Exposure/Members: City of Adelanto
City of Hermosa Beach
City of Bell
City of Huntington Park
City of Downey
City of Inglewood
City of El Monte
City of Lynwood
City of El Segundo
City of Monterey Park
City of Fullerton
City of San Fernando
City of Glendora
City of Santa Ana
City of Hawthorne
City of South Gate
Limits of Insurance: Per Member - Each Claim and Annual Aggregate:
Cyber Incident Response (Panel Provider)
$3,000,000
Cyber Incident Response (Non -Panel Provider)
$300,000
Business Interruption Loss & Extra Expenses
$3,000,000
Contingent Business Interruption Loss & Extra Expenses
(Scheduled Providers)
$3,000,000
Digital Data Recovery
$3,000,000
Network Extortion
$3,000,000
Cyber, Privacy & Network Security Liability
$3,000,000
California Confidentiality of Medical Information Act
$2,500,000
Payment Card Loss
$3,000,000
Regulatory Proceedings
$3,000,000
Electronic, Social & Printed Media Liability
$3,000,000
Maximum Policy Aggregate
$3,000,000
Pool - Each Claim and Annual Aggregate; except: $10,000,000
Cyber Incident Response (Non -Panel Provider) $1,000,000
California Confidentiality of Medical Information Act $2,500,000
Maximum Policy Aggregate $10,000,000
ICRMA Cyber Summary of Insurance Page 17 of 25
Agreement No. 6261-3
Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Cyber Liability - CLAIMS -MADE FORM
Summary of Insurance
Retention:. Each Claim; except $15,000
Business Interruption - each claim / waiting period $15,000 / 8 hours
Cyber Incident Response Coach (Panel Provider) $0
Policy Form: Chubb Cyber Enterprise Risk Management Pool Policy #MS-261082.1 (07/08)
Retroactive Date: All Coverages Full Prior Acts
Prior & Pending Date: Privacy Liability and Network Security Liability; Electronic, Social 7/1/2014
and Printed Media Liability
Key Terms, Conditions & Automatic Extended Reporting Period - 90 days
Enhancements: Cyber Terrorism
Cyber Incident Response (Panel Provider) applies at no deductible
Cyber Incident Response (Non -Panel Provider) included
Extended Reporting Period - 12 Months @ 100% of Annual Premium
Terrorism included
Key Limitations & Bodily Injury Exclusion with exception for mental injury, mental anguish, mental tension,
Exclusions: emotional distress, pain and suffering, or shock
Infrastructure Outage Exclusion - electrical or mechanical failure or interruption, electrical
disturbance, or outages to electricity, gas, water, Internet access
Intellectual Property Exclusion
Pollution Exclusion
Property Damage Exclusion
War Exclusion
Audit Requirements: None
Cancellation Provisions. 30 Days Notice of Cancellation except 10 days for nonpayment of premium
Claims Reporting: Reporting Type: Broker
AJGRMS Claims Dept.
Email: claims-sf@ajg.com
Phone: (415) 546-9300
Carrier Claim's Contact.,
Cyber Incident Response Coach
Hotline: 1-800-817-2665
Email: cyberalert@chubb.com
Chubb Director of Claims
P.O. Box 5105
Scranton, PA 18505-0518
Email: aceclaimsfirstnotice@chubb.com
ICRMA Cyber Summary of Insurance Page 18 of 25
Agreement No. 6261-3
Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Cyber Liability - CLAIMS -MADE FORM
Summary of Insurance
IMPORTANT. This summary is only an outline of the insurance policy arranged through this office. It does not include
all of the terms, coverages, exclusions, limitations and conditions in the actual insurance contract You must read the
policy itself for those details. If in reading the policy you have any questions, please contact this office.
ICRMA Cyber Summary of Insurance Page 19 of 25
Agreement No. 6261-3
GArthur J. Gallagher & Co.
am
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Crime - DISCOVERY FORM
Summary of Insurance
Named Insured: Independent Cities Risk Management Authority (ICRMA)
Named Insured Address: c/o Risk Pool Administrators
18201 Von Karman Avenue, Ste 200
Irvine, CA 92612
Insurer: The Hanover Insurance Company
AM Best Rating: A XV
Policy Number: 1834286
Policy Term: July 1, 2018 to July 1, 2021
Coverage: Crime coverage protects against financial loss resulting from criminal acts such as employee theft,
robbery, burglary, funds transfer fraud, forgery and alteration, false pretenses, and other forms of
commercial theft
Exposure/Members: City of Adelanto City of Hermosa Beach
City of Downey City of Huntington Park
City of El Monte City of Lynwood
City of El Segundo City of Monterey Park
City of Fullerton City of San Fernando
City of Glendora City of Santa Ana
City of Hawthorne City of South Gate
Limits: Employee Theft
$5,000,000
Computer Fraud
$5,000,000
Credit, Debit or Charge Card Forgery
$5,000,000
Destruction of Electronic Data or Computer Programs
$250,000
Expenses Incurred to Establish Amount of Covered Loss
$100,000
Faithful Performance of Duty Coverage for Governmental Employees
$1,000,000
Forgery or Alteration
$5,000,000
Funds Transfer Fraud
$5,000,000
Funds Transfer Fraud - False Pretenses
$100,000
Identity Fraud Expense
$25,000
Loss Inside the Premises
$5,000,000
Loss Outside the Premises
$5,000,000
Money Orders and Counterfeit Money
$5,000,000
Deductibles: Per Occurrence; except:
$25,000
Destruction of Electronic Data or Computer Programs
$5,000
Faithful Performance of Duty Coverage for Govern't Employees
$10,000
Funds Transfer Fraud - False Pretenses
$10,000
Policy Form: Government Crime Policy (Discovery Form) #CR0026 (05/06)
Key Terms, Conditions & Bonded Employees as Employees
Enhancements: Chairperson and Members of Committees as Employees
ICRMA Crime Summary of Insurance Page 20 of 25
Agreement No. 6261-3
GArthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Crime - DISCOVERY FORM
Summary of Insurance
Crime Advantage Endorsement
Funds Transfer Fraud - False Pretenses
Joint Insured
Non -Compensated Officers as Employees
Part -Time Employees as Employees
Students Gaining Work Experience as Employees
Terminated employees up to 90 days as Employees
Treasurers and Tax Collectors as Employees
Volunteers Other Than Fund Solicitor as Employees
Key Limitations & Confidential Information Exclusion
Exclusions: Governmental Action Exclusion
Indirect Loss Exclusion
Nuclear Hazard Exclusion
Pollution Exclusion
War and Military Action Exclusion
Audit Requirements: None
Cancellation Provisions: 60 Days Notice of Cancellation except 10 days for nonpayment of premium
Claims Reporting: Reporting Type: Broker
AJGRMS Claims Dept.
Email: claims-sf@ajg.com
Phone: (415) 546-9300
Carrier Claim's Contact.
The Hanover Insurance Company
P.O. Box 15145
Worcester, MA 01615
National Claims Tel: 800-628-0250
Email: firstreport@hanover.com
IMPORTANT: This summary is only an outline of the insurance policy arranged through this office. It does not include all
of the terms, coverages, exclusions, limitations and conditions in the actual insurance contract. You must read the policy
itself for those details. If in reading the policy you have any questions, please contact this office.
ICRMA Crime Summary of Insurance Page 21 of 25
Agreement No. 6261-3
Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Standalone Terrorism
Summary of Insurance
Named Insured:
Named Insured Address
Insurer:
AM Best Rating:
Policy Number:
Policy Term:
Coverage:
Exposure/Members:
Limits of Insurance:
Deductible:
Policy Form:
Independent Cities Risk Management Authority (ICRMA)
c/o Risk Pool Administrators
18201 Von Karman Avenue, Ste 200
Irvine, CA 92612
Underwriters at Lloyd's London
A XV
W27DO2190101
July 1, 2019 to July 1, 2020
Standalone Terrorism - Property Coverage
City of Adelanto
City of Bell
City of Downey
City of El Monte
City of El Segundo
City of Fullerton
City of Glendora
City of Hawthorne
Each Occurrence & Aggregate
Each Occurrence
City of Hermosa Beach
City of Huntington Park
City of Inglewood
City of Lynwood
City of Monterey Park
City of San Fernando
City of Santa Ana
City of South Gate
Lloyd's Terrorism Policy Form with AJG Endorsement Wrap
$10, 000, 000
Key Terms, Conditions & Terrorism property with AJG endorsement wrap
Enhancements: Lloyd's Security Schedule 2019 - SCHEDULE2019
(Re)insurers Liability - LMA 3333 21 June 2007
CA Surplus Lines Notice (Post Bind) - LMA9098A 04 May 2017
Cap on Losses Arising Out of Certified Act of Terrorism - E10177 062017 ed.
Demolition and Increased Cost of Construction Extension - LMA 5187 28 November 2011
Key Limitations & Sanction Limitation and Exclusion Clause - E02804 032011—ed.
Exclusions:
Audit Requirements: None
Cancellation Provisions: 30 Days Notice of Cancellation except 10 days for nonpayment of premium
$0
ICRMA Cyber Summary of Insurance Page 22 of 25
Agreement No. 6261-3
G• Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Standalone Terrorism
Summary of Insurance
Claims Reporting: Reporting Type: Broker
AJGRMS Claims Dept.
Email: claims-sf@ajg.com
Phone: (415) 546-9300
IMPORTANT. This summary is only an outline of the insurance policy arranged through this office. It does not include
all of the terms, coverages, exclusions, limitations and conditions in the actual insurance contract. You must read the
policy itself for those details. If in reading the policy you have any questions, please contact this office.
ICRMA Cyber Summary of Insurance Page 23 of 25
Agreement No. 6261-3
GArthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Claims Reporting Information - MEMBER
2019 to 2020
es et 7 1 19
.............
Coverageo
Reporting
PROPERTY
Reporting Type: ICRMA TPA
AdminSure Inc.
All Risk Property
$250M
Aremans Fund
DXJ80998318
Attn: Mike Reed
Office: (909) 612-5644
Mobile: (909) 345-4377
Email: mreed@adminsure.com
AUTO PHYSICAL DAMAGE
Reporting Type: Broker
APD - incl. EQ & FL
$10M All Vehicles
$1M Per Vehicle
Hanover IHFD97178600
AJGRMS Claims Dept.
eta'rms-sf@a)g.com
Phone: (415') 546-9300
Equipment Breakdown
Reporting Type: Broker
Equipment
Breakdown
$250M
Corrtanental Casualty
5088'245693
AJGRMS Claims Dept.
claims-sfa),g.com
Phone". (415) 546-9300
LIABILITY
REIHSU'AiVC
$5M xs $3M SIR
Safety National
FCA4056906
Reporting Type: Members' Liability TPA
Penns Ivania Man.
y
8219000897751
$7M of $12M xs
$8M
ICRMA Liability Claims Program Manager.
$5M of $12M xs
Cart Warren & Company
Lrabfgity Reinsurance
$8M
Markel Global
MPEREV0073154
Attn! Dwight Kunz
17862 East 17th Street, Suite 111
$10M xs $20M
Scor Reinsurance
1 OF15147920191
Tustin„ California 92780
Tel: (657) 622-4200
Email: dkunz@cadwarren.com
$10M xs $30M
Hallmark
66PER193AB5
EXCESS WORKERS' COMPENSATION
Reporting Type: Members' WC TPA
WC & EL
Statutory / $2M
Safety National SP4061080
Carl Warren & Company
Attn: Robert Tran
PO Box 25161
Santa Ana, CA 92799
WC & EL - Buffer
$500K xs $1.5M
jLyndon Southern ABLI00000700
Office: (860) 610-8370
Email: dan@carlwarren.com
CYBER LIABILITY
Cyber Incident Response Coach
Hotline: 1-800-817-2665
Email: cyberalert@chubb.com
Cyber Liability
Member- $3M
Pool - $10M
Illinois Union Insurance EONG23685188006
'Reporting Type: Broker
IAJGRMS Claims Dept.
claims-sf@ajg.com
Phone: (415) 546-9300
CRIME
ICRMA Claims Reporting Page 24 of 25
Agreement No. 6261-3
G` Arthur J. Gallagher & Co.
INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY
Claims Reporting Information - MEMBER
2019 to 2020
n;and"'T1119
ICRMA Claims Reporting Page 25 of 25
Agreement No. 6261-3
Exhibit C
Agreement No. 6261-3
CITY OF EL SEGUNDO
THE LAKES
W-1
Approved October 15, 2019
Agreement No. 6261-3
CITY OF EL SEGUN O
GOLF COURSE MANUAL
The purpose of the Golf Course Manual ("Manual") is to establish uniform rules, procedures and
operating policies for the operations of The Lakes at El Segundo Golf Course.
The Lakes at El Segundo Golf Course is constructed as an executive golf course to
provide a quality facility for its customers and to provide a fun and enjoyable golf experience for all
types of players. It is the intent and goal of the City of El Segundo that The Lakes at El Segundo Golf
Course will be operated in a professional, efficient, and productive manner that shall insure that the
highest level of quality is achieved and maintained.
The Golf Course Manual provides direction and valuable information for golf course
operations and maintenance. It is the City's desire that The Lakes at El Segundo Golf Course be a
major community service program that enhances the quality of life of participants of all ages.
All matters pertaining to the operation of The Lakes at El Segundo Golf Course, fee and policy
changes shall be directed, first, to the El Segundo Recreation and Parks Director, then to the
Recreation Commission. Final approval is the responsibility of the El Segundo City Council. To the
extent the City contracts with a third -party to manage the golf course and there is language in the
contract that specifically contradicts the provisions of this Manual or contains additional obligations,
then the language in the contract shall be controlling.
Page 2 of 36
Agreement No. 6261-3
Table of Contents
DEFINITIONS...................................................................................................................................................4
I. GOLF SHOP OPERATIONS..................................................................................................................... 5
II. FOOD & BEVERAGE OPERATIONS .............. .................... .................. ,..,..... 8
III. GOLF CART OPERATIONS ........ ......... .................. ......... .................. ......... ......... ......... ..10
IV. STARTING AND PLAYER ASSISTING ............... ... ,............. --...... .......... ,...... A0
V. COURSE RULES, REGULATIONS, AND ETIQUETTE. ..... ...... ....... ...... 14
VI. TOURNAMENTS......... .... -- ........ --.............. .....,.., ...... ,................. , .........,16
VII. SCHOOL TEAM PLAY ........... .. .......... ,.,.,..., ......,...,.........,,.... ...,...... .................,.. 19
VIII. JUNIOR GOLF PROGRAM........ .................. .. .................. ................. .................... ...........20
IX. RECOGNIZED CLUBS.. ............ ......... ......... ......,..... ..,......... ....,.,................,..„.......,.,.,..22
X. DRIVING RANGE OPERATIONS.........................................................................................................23
XI. LESSON PROGRAMS...........................................................................................................................24
GOLF COURSE MAINTENANCE SPECIFICATIONS ...... ........--....... .......... ....26
Page 3 of 36
Agreement No. 6261-3
DEFINITIONS
In order to facilitate the use of the City of El Segundo's Golf Course Manual, the
following definitions will apply:
1, The City of El Segundo will hereinafter be referred to as "City."
2. The person(s), entity or entities responsible for managing the operations of the golf
course will hereinafter be referred to as "OPERATOR."
3. The Lakes at El Segundo Golf Course will hereinafter be referred to as the "Course".
4. El Segundo Golf Club, Inc., El Segundo Sr. Men's Club, El Segundo Women's Golf
Club and El Segundo Junior Golf Club will hereinafter be referred to as "Recognized
Clubs."
5. The daily diary of golf course activity will hereinafter be referred to as "Tee Sheet."
6. The following professional organizations will hereinafter be referred to by their
abbreviated titles:
The Professional Golfers' Association of America as the "PGA."
The Ladies Professional Golfers' Association of America as the "LPGA."
- The United States Golf Association as the "USGA."
7. The Course Manager will be a person with significant experience managing golf
courses. OPERATOR shall be responsible for the Course Manager's performance
and may elect to assume the role of Course Manager hereunder.
8. The Class "A" Superintendent in charge of maintenance will hereinafter be referred
to as the "Superintendent."
9. Golf Course maintenance staff will be referred to as "Crew or "Crews."
10. Junior rates shall apply to youths between the ages of 5 and 18. Junior rates apply
before 4:00 p.m., Monday through Thursday, exclusive of legal holidays.
Page 4 of 36
Agreement No. 6261-3
I. GOLF OPERATIONS
A. Operating Philosophy
1. Operating Goal
a. Provide quality service in all activities to ensure the enjoyment of all
patrons and to provide a fun and enjoyable golf experience for all types
of players.
2. Professional Staff Functions
a. Maintain the functions in a manner consistent with the desires and the
policies of the City and the OPERATOR to include:
1) Pro shop sales
2) Hand cart rental and maintenance
3) Golf Club Rentals
4) Lesson promotion and programs
5) Course marketing activities
6) Starting, course Marshaling, tournament promotion and
booking activities
7) Cleanliness and maintenance of the facility
8) Customer relations
9) Revenue collection
3. Merchandising (Pro Shop)
a, Maintain a well -stocked and attractive pro shop offering merchandise
commensurate with wants and needs of the patrons.
4. Accountability
a. Establish and maintain accurate records regarding the following:
1) All gross revenue, as per management agreement
2) Tournament bookings
3) Lesson activity
4) Rounds of golf
5) Cart usage
6) Daily weather
7) Starting times
5. Customer Relations
a. Professional image and courtesy
1) Maintain a well -dressed and well-groomed appearance at all
times.
2) Maintain a standard of integrity and philosophy consistent with
the policies and procedures outlined in this manual.
Page 5 of 36
Agreement No. 6261-3
3) Address all customers in a friendly and courteous manner.
4) Make every attempt to greet customers by name.
B. Management Responsibilities
General Responsibilities of Course Manager
a. The direction and supervision of all golf course administrative,
operational, procedural and maintenance activities, and the personnel
assigned to those activities.
b. The appearance and playing condition of the Course is of prime
importance, and the Course Manager is responsible for the general
maintenance, grooming, and beautification of the Course as necessary
to maintain the quality and appearance levels.
C. Perform other duties as assigned by the OPERATOR.
2. Specific Responsibilities of Course Manager
a. Conduct various golf tournaments, initiate and promote golf activities
for the golfing public.
b. Cooperate with the Recognized Clubs and their various committees
and render professional advice, opinions, assistance and services as
required.
C. Administer and train a staff of employees, as necessary, to perform
duties and meet requirements for sales, rentals and services which are,
in the opinion of the City and the OPERATOR, necessary to carry out
the provisions of the management agreement.
d. Operate and maintain a golf shop for repairs, handling, storage, sales,
leasing, and services relating to golf, equipment, and hand carts.
e. Be available, as necessary, to attend regular and special meetings of
the Recognized Clubs and to discuss areas both within the realm of
his/her duties and those for the benefit of the Course and the City.
Supervise the starting of play by golfers, and the proper charging of
green fees and other fees, as necessary, and required.
g. Operate and supervise a Player Assistant Program at the Course.
Ensure that golf be taught only by qualified instructors.
Hire, discipline and discharge insubordinate personnel.
Plan and schedule the assignment of personnel to cover a seven -day -
per -week operation.
Page 6 of 36
Agreement No. 6261-3
k. Ensure that hand carts are maintained and in operable and safe
condition.
I. Recommend public safety measures and maintain a continuous safety
program in compliance with the California Occupational Safety and
Health Act (CAUOSHA).
M. Provide maximum security for all maintenance buildings and
equipment, service yards, materials, supplies, and, especially, toxic
chemicals.
n. Report any emergency, unusual condition or incident to the City and/or
OPERATOR immediately.
o. Inspect the Course daily to ensure proper maintenance and operation,
and, as required, make decisions concerning the closing of the Course.
P. Ensure that the Course Manager and/or a designated representative is
on duty at the start and close of the scheduled work day.
q. In conjunction with the OPERATOR, maintain a continuous training
program on golf course maintenance and related subjects, and plan,
schedule, and coordinate maintenance programs with personnel in
other divisions and departments.
r. Sell, rent, store and/or repair golf equipment, clothing and supplies, sell
instructional services in golf play, rent pull carts, and operate a driving
range.
s. Represent the OPERATOR/City before civic and private groups for
discussion of Course operations.
t. Maintain the golf course Tee Sheet in accordance with established
rules and procedures.
U. The Course Manager will meet at least monthly with the Director of
Recreation and Parks.
3. Supervision of Personnel
a. Employ a Class "A" PGA or PGA apprentice working towards Class A
membership in a supervisory capacity.
Page 7 of 36
Agreement No. 6261-3
II. FOOD & BEVERAGE OPERATIONS — GOLF CLUBHOUSE
A. Operating Philosophy
1. Operating Goal
a. Provide quality food service to ensure the enjoyment of all patrons.
2. Professional Staff Functions
a. Maintain the functions in a manner consistent with the desires and the
policies of the City and the OPERATOR to include:
1) Restaurant marketing activities
2) Cleanliness and maintenance of the facility
3) Customer relations
4) Revenue collection
3. Merchandising (Restaurant)
a. Maintain a well -planned menu designed to maximize sales volume as
well as margins and offer dining commensurate with wants and needs
of the patrons.
4. Accountability
a. Establish and maintain accurate records regarding restaurant revenue.
5. Customer Relations
a. Professional image and courtesy
1) Maintain a well -dressed and well-groomed appearance at all
times.
2) Maintain a standard of integrity and philosophy consistent with
the policies and procedures outlined in this manual.
3) Address all customers in a friendly and courteous manner.
4) Make every attempt to greet customers by name.
B. Management Responsibilities
1. General Responsibilities of Restaurant Manager
a. The direction and supervision of all food service personnel.
b, The appearance and cleanliness of the dining and kitchen area is of
prime importance, and the Restaurant Manager is responsible for the
general maintenance and decor of the restaurant as necessary to
maintain the quality and appearance levels.
Page 8 of 36
Agreement No. 6261-3
2. Specific Responsibilities of Restaurant Manager
a. Host various club and group functions and parties and initiate and
promote dining opportunities to the general public as well as users of
the golf facilities.
b. Administer and train a staff of employees, as necessary, to perform
duties and meet standards for service which are, in the opinion of the
City and the OPERATOR, necessary to carry out the provisions of the
management agreement.
c. Ensure that alcoholic beverages be served by licensed food servers of
legal age.
d. Hire, discipline and discharge insubordinate personnel.
e. Plan and schedule the assignment of personnel to cover a seven day
per week operation.
Ensure that kitchen equipment is maintained and in sanitary, operable,
and safe condition.
g. Recommend public safety measures and maintain a continuous safety
program in compliance with the California Occupational Safety and
Health Act (CAUOSHA).
h. Report any emergency, unusual condition or incident to the Course
Manager immediately.
Inspect the Restaurant daily to ensure proper maintenance, cleanliness
and operation.
Ensure that the Restaurant Manager and/or a designated
representative is on duty at or before the start and at or after the close
of the scheduled Range and Course hours.
In conjunction with the OPERATOR, maintain a continuous training
program on golf course maintenance and related subjects, and plan,
schedule, and coordinate maintenance programs with personnel in
other divisions and departments.
Sell food and beverage services.
Page 9 of 36
Agreement No. 6261-3
III. GOLF CART OPERATIONS
A. Vehicle Operation
1. No vehicle other than carts supplied by the OPERATOR shall be permitted
(except as required for maintenance purposes).
2. Hand carts must not be taken over aprons, greens, tees, sand traps, or areas
between the greens and traps surrounding the green.
3. When play has reached the green, hand carts must be left at least 30 feet away
from the side of the green.
4, Carts of any kind should not be driven or pulled through wet or muddy areas
or over sprinkler heads.
IV. STARTING AND PLAYER ASSISTING
A. Starter Responsibilities
Get the golfing public on the Course for play by reservation, or off the waiting
list, with the least delay and discomfort and in the best possible frame of mind.
2. Use every expedient at his/her command to keep the golf operations running
efficiently and without undue delay or commotion.
3. Start golfers on time according to the reservations and in compliance with the
waiting list. Fivesomes will be allowed at the discretion of the Starter.
4. Assign fivesomes or less for play, making certain there is a green fee and
recorded name on the Tee Sheet for every golf player on the golf Course.
5. Inform each golfer to retain his/her cash register receipt throughout his/her
round of golf play as he/she may be asked to show the receipt to authorized
persons.
6, Keep score cards and pencils inside the Starter window and give them to
golfers who request them.
7, Be properly groomed and attired.
8. Know the types of grass in the tees, fairways and greens; be familiar with
maintenance operations and requirements of the Course, be familiar with other
public fee golf courses in the area and with all types of tournaments and
prominent golf organizations, such as SCGA, USGA, PGA, LPGA, PUBLIC
LINKS, etc.
9. Be fair and considerate of golf patrons at all times, treating everyone equally,
and at all times being courteous, friendly, helpful, tactful, effective and
impartial.
Page 10 of 36
A
C
Agreement No. 6261-3
10. Patiently and courteously answer all questions of patrons and explain to them
golf rules and policies and etiquette, in compliance with local rules and USGA
rules.
11. Maintain a suggestion box and note in the Tee Sheet all complaints and
suggestions concerning the operation or maintenance of the Course and
inform the complainant that his/her complaint will be referred to the Course
Manager.
12. Inform all golfers to maintain pace of play.
13. Practice good housekeeping while on duty by keeping the Starter area clean.
Rules of Play
The speed of play can be increased by observing strictly the USGA
and local rules of golf, the etiquette of golf and the traditions of the game. It is
important to play as quickly as possible and avoid unnecessary delays. The
golden rule is applicable to play on the Golf Course. Practice ready golf.
Player Assistant Responsibilities
1, OPERATOR shall provide the services of a Player Assistant to be on duty at
all appropriate times as determined by the OPERATOR, with the exception of
periods of inclement weather. The primary purpose of the Player Assistant's
duties shall be to expedite play on the Course at all times. A secondary duty
will be to ensure compliance with all Golf Course Rules and Regulations.
2. Under no circumstances will playing golf be considered as course Player
Assistant during the scheduled work week.
3. The Player Assistants will require players to maintain their position on the
Course to speed up play and verify that golfers have required equipment.
4. Players will be required to observe golf course etiquette, replace fairway divots,
rake sand bunkers and repair ball marks on the greens. The Player Assistants
will assure safe practices by all golfers.
5. The Player Assistants will enforce regulations concerning the use of electric,
Hand, and pull carts.
6. Periodically during the day, inform golfers to please keep their positions on the
Course, replace their divots on the fairways, and repair their ball marks on the
greens as we are striving to maintain excellent playing conditions.
Non -Reserved Players Policy
Golfers who do not have a reserved starting time must register with the Starter
on the daily waiting list (Wait List) prior to play.
Page 11 of 36
Agreement No. 6261-3
2. Golfers without reservations who are at the Course and ready to play may
register on the Wait List as a single or in groups of two, three, four, or five (upon
Starter's discretion).
1 Playing group vacancies, cancellations, and open or unreserved starting times
will be filled only from the Call Sheet on a first -come, first -served basis with
priority determined by the time of registration with the Starter. Those who have
registered as a group will be called for play as openings become available for
the number of players in the group.
4. When sufficient players are available from the Tee Sheet and/or the Call Sheet,
the Starter will send groups of four to the starting tee. If fewer than four players
are available, the Starter may send out groups of two or three. A single player
may be sent out alone only if no other golfers are available and if it appears
they will not be available within a reasonable time.
5. As players on the Call Sheet are sent to the first tee their names will be
scratched from the sheet.
6. The golf course Starter on duty is responsible for assigning foursomes, and for
scheduling and starting all players in accordance with Reservation/Wait List
rules and regulations. Golfers are not permitted to buy, sell, or transfer starting
times or Call Sheet positions. Only those golfers who are properly registered
and who are called by the Starter will be allowed to start play.
7. The golf course Starter may switch or interchange starting times if in his/her
judgment such change would prevent delays, eliminate confusion, correct a
problem, or be of general benefit to the players involved and to those following.
& The Starter will call players to the tee. After calling the group due on the tee,
the following group will be given a five minute warning call by number and
name. The next group will then be given a ten minute warning call by number
and name.
E. Reservation Policy
Starting time reservation requests for daily play can be made in the golf shop,
via phone or online up to fourteen days in advance or as determined by
OPERATOR. El Segundo residents can make a reservations up to fifteen days
in advance, and the reservation period will be reserved for persons having valid
El Segundo Recreation and Parks I. D. Cards; hereafter referred to as "I.D.
Card." All persons in the playing group need not have I.D. Cards, but the
person making the reservation must be a member of the group and present
the I.D. Card when making the reservation in person and when paying for
green fees.
2. Reservations will be made only for groups of two, three, four, or five players,
and openings in a group will be filled from the Call Sheet on the day of play.
Reservations will not be accepted for a single player.
Page 12 of 36
Agreement No. 6261-3
3. Only one reserved time per person is allowed and that person must be a
member of the group for which the reservation is made (unless there are
acceptable extenuating circumstances).
4. The name and contact information of the person making the reservation will be
tracked on the Tee Sheet through the electronic point of sale system (POS).
On the day of play, the Starter will record all players' names on the Tee Sheet
through the POS and noted when their green fees are collected.
5. A reservation may be forfeited if the golfer making same does not check in with
the Starter at least ten minutes prior to the assigned starting time. A reservation
may also be forfeited when only one of a group having a reserved time is
present ten minutes prior to tee -off time. If a reservation is forfeited, the players
involved may be registered on the Call Sheet in priority order if they so desire.
6. Reservations are not transferable to another player. If a reservation is
canceled, the Starter will offer the time to the next applicant, or if the time is
open on the day of play, it will be filled with names from the Call Sheet in the
order listed.
T Permanent starting times will not be assigned at any time, however, the
OPERATOR may have one Starter Time per hour on Saturday, Sunday and
holidays to allow for players on the Wait List and/or to catch up on time if tee
times run behind.
8. If, for any reason, the Course is closed the entire day, all golf play reservations
for that day will be canceled. The Starter will make every effort to get all players
on the golf course as soon as possible. Players unable to begin at their
assigned starting times due to inclement weather will be reassigned starting
times at the discretion of the Starter.
9. The City may schedule use of the golf course as a setting for official business.
Appropriate activities include promotion of economic development or
intergovernmental relations. Such use shall be directly related to City business
and shall not include purely personal use of the golf course by City officials or
their families. Resident rates shall apply. For official business, the City may
reserve a tee time more than one week in advance. In such cases, the following
procedure should be used:
a) The City Manager must approve the proposed use.
b) The use will not pre-empt any previously scheduled tournament or
event.
c) All requests will be routed through the City Manager's Office to the
Director of Recreation and Parks or his/her designee who will request
the tee time from the OPERATOR and confirm its availability with the
City Manager's Office.
d) The City Manager shall record occasions that the golf course has been
scheduled for official business and shall have such records available
Page 13 of 36
V
Agreement No. 6261-3
for public inspection. The record shall include date, time, purpose, and
name of participants.
10. The Recreation and Parks Director has the ability to schedule two (2) special
golf outings per year (including one for City employees, if desired) without the
minimum, number of player requirements for weekend, non -holiday days
before 6 p.m. at Resident Rates.
F. Hours of Operation
1, The Golf course will open each day 30 minutes prior to daylight and close at
the following times:
a. Sunday —Thursday (Non -Holidays) shall close at 10 p.m.
b. Friday — Saturday and Holidays shall close at midnight.
C. Closing times may be extended by OPERATOR to match the Top Golf
facility.
G. Closing Course
1. OPERATOR is responsible for decisions concerning temporary or all day
closing of the Course. In making such decisions, due consideration will be
given to the welfare of the general public and golf course.
COURSE RULES, REGULATIONS AND ETIQUETTE
A. General - The following activities are prohibited on grounds or facilities except as
authorized by OPERATOR.
1. Overall
a. Storage of private or personal property.
b. Solicitation of any kind.
C. Circulation or posting of handbills, petitions, advertising matter,
promotional material, and literature.
d. Selling of any goods, wares, or merchandise.
e. Carrying or discharging any firearm, air gun, sling shot, or fireworks of
any kind.
f. Use of the Course for any purpose other than to play golf in the
accepted manner.
2. All beverages taken on the Course must be purchased from the OPERATOR.
No coolers can be brought on premises.
3. Discarding trash (paper cups, candy wrappers, etc.) anywhere except in trash
containers on the Course is prohibited.
4. It shall be unlawful for any person to loiter on the premises, and unauthorized
persons are not permitted.
Page 14 of 36
Agreement No. 6261-3
5. Dogs, cats, or any other animals shall not be brought on the Course under any
circumstances. Service animals are allowed as required by applicable law.
6. Picnicking or recreational play, other than golf, is prohibited.
7. Overnight or day camping is not allowed on any part of the Course.
8. Cars must be parked in designated parking areas only, and overnight parking
in the parking lot is not allowed.
9. If necessary, the El Segundo Police Department may be called upon for
assistance in enforcing these regulations.
10. Holes must be played in sequence, and a golfer in the wrong fairway must give
way to players playing that hole.
11. No more than one golfer shall play out of one bag. Each player must have
his/her own set of clubs.
12. It is the responsibility of each player to replace divots, rake and smooth traps,
and repair ball marks or other damage on the greens.
13. Golfers are responsible for injuries or damages resulting from their golf shots.
14. Starter shall have the right to allow spectators only for special events with prior
approval from the OPERATOR.
15. In the interest of all, players must play without delay, and all groups must keep
their place on the Course or allow following players to play through.
16. OPERATOR reserves the right to cancel playing permits for individuals or
organizations using Course facilities if at anytime conditions justify such action.
17. Golfers may be refused playing privileges or they may be removed from the
Course for:
a. Submitting false information for the purpose of securing golfing
privileges.
b. Playing golf without paying a green fee or registering with the Starter.
C. Obvious inability to play golf and to maintain their position on the
Course.
d. Intoxication, disorderly conduct, use of abusive or profane language,
inappropriate dress or other behavior detrimental to the normal and
orderly operation of the Course.
e. Failure to comply with the existing rules and regulations governing golf
play, practice, operation of carts or pull carts, personal conduct, and
appropriate dress.
B. Dress Code
1. Appropriate golf attire must be worn at all times.
Page 15 of 36
Agreement No. 6261-3
a. It is up to the discretion of the Starter to determine appropriate golf
attire.
b. Player Assistants will assure that these guidelines are adhered to on
the Golf Course and Driving Range.
C. Golf Play
1. USGA Rules of Golf and posted local rules will govern play at all times.
2. No play is allowed on the Course when it has been closed for any reason„
3. Golfers under the age of fourteen (14) years may play on the Course only when
they have demonstrated appropriate knowledge of golf course etiquette and
are accompanied by a responsible adult.
At the discretion of the Operator, golfers under the age of fourteen may be
able to play without being accompanied by an adult.
4. All players must be registered with the Starter before playing any part of the
golf Course.
5. All players must have a current receipt or a valid daily ticket in their possession
during play.
6. Practicing anywhere on the Course at any time is prohibited. Players must use
the driving range, putting green, and other designated practice facilities for
practice.
7. When sufficient players are registered, four persons will be scheduled in each
playing group on tee # 1.
8. Fivesomes are allowed at the discretion of the Starter.
9. Unless prior permission is given, golfers will tee off only between the
appropriate tee markers.
VI, TOURNAMENTS
A. General Information
1. Any golf club, company, golf association, or other organization may request
authorization to hold a golf tournament on a first come, first served basis.
2. All tournaments must have a Tournament Agreement requiring multiple
reserved starting times with a minimum of 16 players.
3. Tournament fees and charges will be set by the OPERATOR. Fees and
charges are subject to change without prior written notice. Tournament fees
will be based on fees and charges in effect on the date of the tournament. All
fees and charges in effect on date of tournament must be paid and received
15 days prior to day of tournament.
Page 16 of 36
Agreement No. 6261-3
4. All pre -scheduled tournament events will be charged at the current daily fee
per player. OPERATOR may charge an additional surcharge or booking fee
per player for Tournaments at their sole discretion. Any discount rates will not
apply with an exception to the Recognized Clubs.
5. Individual starting time reservation requests will not be accepted for starting
times which fall within a scheduled tournament period, however, the Course
may fill any unfilled or late starting time with players from the daily call sheet.
6. Unless otherwise authorized by the OPERATOR, tournament playoffs to settle
a tie will not be permitted.
7. Refunds on tournament green fees will not be made except when the Course
is officially closed due to inclement weather or other adverse conditions.
& If the Course is closed prior to, or during a tournament, green fees for those
participants who have not commenced play will be refunded in accordance with
established procedures.
9. Tournament participants must observe all prevailing rules and regulations
covering use of the Course, personal conduct, dress, and golf play as
prescribed by the City and the OPERATOR.
10. Tournament sponsors are liable for any personal injury, property damages or
repairs resulting from tournament play.
11. Tournament sponsoring organizations must agree that, during use of the
Course facilities, no person will be excluded from participation, denied any
benefit, or otherwise be subjected to discrimination because of his/her race,
creed, color, or national origin.
12. The following information on each scheduled tournament will be tracked by the
OPERATOR or the designated representative.
a. Name of the organization holding the tournament.
b. Date and time of play.
C. Number of players.
d� Name, address, and phone number of the tournament
chairperson.
13. All scheduled tournaments shall be encouraged to purchase prizes from the
OPERATOR.
B. Permit Procedures
Tournament requests will be taken one year in advance.
2. No tournament will be confirmed until the following:
a. A tournament contract is signed by the organization representative
booking the tournament and the OPERATOR.
Page 17 of 36
Agreement No. 6261-3
b. A deposit for the tournament is received. These fees must be received
along with the signed contract.
C. The total remaining fees must be paid in full on the day of the scheduled
tournament or the tournament may be canceled.
3. The deposit may be waived at the discretion of the OPERATOR.
4. The Recognized Clubs may schedule a one -day weekend tournament per
quarter. The recognized club tournament event can start at 7:00 a.m. and shall
pay the daily fee rate for that day.
5. The Recognized Clubs may have one (1) multiple -day event per year for their
club championships.
6. All tournament fees are calculated on the current fees charged on the day the
tournament is held. OPERATOR may charge an additional surcharge or
booking fee per player for Tournaments at their sole discretion. These fees are
subject to change requiring no notification to the organization or individual
responsible for booking the tournaments.
7. OPERATOR will provide a copy of the Tournament Contract and on the day of
the Tournament, a detailed receipt to the Tournament Coordinator.
OPERATOR will keep all Tournament Receipts on file.
8. Starting times for which advance payment has been made and for which a
Tournament Contract has been executed will be blocked out on the Tee Sheet
for the day of the tournament.
C. Tournament Categories
Prepaid use:
Permits use of golf course for those starting times reserved by the tournament
sponsoring organization. A 10 % deposit is required at the time the tournament
contract is signed and the tournament is scheduled.
2. Shotgun Tournaments:
Shotgun tournaments (tournaments where all golfers start at the same time on
a different hole) may be scheduled at the discretion of the OPERATOR.
3. Group League Play:.
Group play may be scheduled at the discretion of the OPERATOR.
4. Junior Tournaments
a. The OPERATOR may schedule an annual City -sponsored Junior
Tournament for boys and girls who are under 18 years
of age. Participating junior golfers will pay a special discounted
tournament entry fee to the OPERATOR.
Page 18 of 36
Agreement No. 6261-3
b. Course Manager will coordinate appropriate varsity golf team practices
and league matches during their golf season. (High School and
College).
D. Accounting
The OPERATOR will receive payment for tournament fees by mail,
electronically or in person at the Course.
2. On the date of the tournament, play will be recorded on that day's Tee Sheet
in the usual manner; a ticket will be rung for all paid players in the tournament
and the tournament representative will be issued a receipt.
VII. SCHOOL TEAM PLAY
A. Purpose
To provide young people the opportunity to participate in organized competition
in a sport that is not always accessible to all social and economic levels of our
society.
2. To provide young people with the opportunity to develop an interest in a lifetime
sport through involvement with the schools.
B. Policy and Procedures
Letter applications for school team play, for the following year, must be
submitted to the OPERATOR between September 15 and November 1.
Applications will not be accepted prior to September 15, and those applications
received during the specified period for submission will be processed in the
order received. El Segundo School District will have priority.
2. In processing an application for school team play, the OPERATOR will:
a. Make every effort to comply with the school request.
b. Designate and assign the days and times for school play.
C. Issue a letter authorizing use of the Course, including dates and times.
d. Prior to January 2 of each year, meet with the golf coach or other
designated faculty representatives of the requesting schools to make
necessary arrangements, discuss procedures, rules, and regulations,
and to schedule the school team play.
3. Each school authorized for team play must submit a team roster and schedule
for practice and league play to the OPERATOR at least two weeks prior to the
opening of the season. Team members must meet standard eligibility
requirements at the junior high, high school or college level.
Page 19 of 36
Agreement No. 6261-3
4, School golf teams will not be allowed on the Course unless accompanied at all
times by a golf coach or other designated faculty representative. Teams will be
classified as a group, and the assigned coach or faculty member will represent
them and be held responsible for their conduct.
5. Each school may be permitted to play at junior rates during team season.
6. Team members may play two 9-hole rounds on the assigned day or days.
7. Team practice and/or league play will be permitted only on those weekdays
(excluding holidays) assigned by the OPERATOR. School golf teams shall
report to the Course between the hours of 2:00 p.m. and 3:00 p.m. on the days
scheduled for play. Any changes or exceptions must be approved by the
OPERATOR.
8. Each participating school is allowed four foursomes and a coach or faculty
member for practice matches and for scheduled league matches.
9. For school team practice rounds and team league play, the golf coach or
designated faculty representative will pay the prevailing junior fee for each
participating team member. Payment may be in cash or by first party check for
the exact amount due.
10. The golf coach or designated faculty member will pay the prevailing junior
green fee when playing golf while supervising the school team activity. Regular
green fees will be paid for play at any other time.
11. School team players will be required to show their student identification cards.
12. School golf team members, golf coaches, and faculty representatives will be
expected to observe and adhere to the rules of conduct, dress, and golf play
prescribed by the City. The OPERATOR reserves the right at all times to cancel
a playing permit if conditions justify such action.
Vill. JUNIOR GOLF PROGRAM
A. Purpose
Create a future interest in golf by providing opportunities for young people to
learn the game of golf.
2. Establish guidelines that will enable young golfers to integrate comfortably with
adult players on the golf course and driving range.
3. Ensure that an ongoing program of education for juniors interested in sports
(specifically golf) as a contribution to their own personal development.
B. Summer Junior Golf Camp Program
A summer junior golf program will take place during the months of June, July
and August.
Page 20 of 36
Agreement No. 6261-3
2. Camps are offered for youth under 18 years old.
3. Safety for the juniors attending will be a primary focus throughout all camps.
4. Three-day and five-day camps will be offered at a price developed by the
OPERATOR.
5. Camps will also provide snacks and lunch
C. Junior Golf Program (Junior Tour School)
1. A one -hour junior clinic will be scheduled at a minimum of three Sundays per
month. Clinics are scheduled in the afternoon hours and are scheduled in
accordance with daylight savings.
2. Clinic topics will include grip, stance, posture, alignment, course/range
etiquette, short game, putting, and full swing.
3. Clinics are one (1) hour in length,
4, Junior Tour School membership includes: two free clinics, discounts on green
fees/driving range, golf shop merchandise, membership card, golf shirt, golf
cap.
D. Junior Golf Tournaments
1, Junior golf tournaments will be held at a minimum of four tournaments per
calendar year.
2. One Junior Golf Championship will be held once per year.
3. Prices may vary due to tee -prizes, prizes and tournament format. (tee -times,
shotgun, two -person, parent/child).
E. General Policies
1. Junior events shall be posted on the facility calendar and the facility website.
2. El Segundo junior residents of El Segundo will receive the posted discount.
3. Non-residents will receive the posted discount at the discretion of OPERATOR.
4. Discounts will be provided on weekdays and weekends. Holidays will default
to the weekend rate.
Page 21 of 36
Agreement No. 6261-3
IX. RECOGNIZED CLUBS
A. Purpose
1. To offer a vehicle for organized competition, handicapping and fellowship for
the Course patrons.
2. To establish a nucleus of patrons for the Course.
B. Policy
1. The Course will recognize the following clubs:
a. One Men's Club
b. One Women's Club
C. One Junior Club
d. One El Segundo Club
e. Clubs may be added at the discretion of the OPERATOR.
2. The Recognized Clubs must be totally self-supporting through their own dues
structure.
3. Each Recognized Club must establish a Board of Directors. This Board must
have at least five members as follows:
a. President
b. Treasurer
C. Tournament Chairman
d. OPERATOR representative
e. City representative
4. OPERATOR will aid in the establishment of the above clubs.
5. The Recognized Clubs' bylaws must be approved by the OPERATOR.
6. The Recognized Clubs must belong to the appropriate amateur golf regulatory
association, (i.e. Southern California Golf Association, as applicable to the
Course).
7. The Recognized Clubs use of the Course for organized playing activities will
be subject to the policy established in this manual.
8. Each Recognized Club is encouraged to purchase their tournament prizes from
the OPERATOR per the fee schedule.
9. No cash prizes for tournament winners will be permitted unless approved by
the OPERATOR.
10. Reservation privileges for the Recognized Clubs' members will be limited to
the reservation policy established in this manual.
Page 22 of 36
►0
Agreement No. 6261-3
11. Organized tournament privileges for Recognized Clubs will be limited to
policies established in this manual.
DRIVING RANGE OPERATIONS
A.
Q
C.
Hours of Operation
DRIVING RANGE shall allow all members of the public to utilize the first level
of the Driving Range venue at the following rates:
a. Monday — Friday (Non -Holidays) from 6 a.m. to noon @ $10 per bucket
or 45 balls.
b. Saturday — Sunday and Holidays from 6 a.m. to 9 a.m. @ $10 per bucket
of balls or 45 balls.
Access for School Sponsored Golf Groups
The DRIVING RANGE shall provide selected school -sponsored golf teams and
charities supporting youth mentorship access to the Driving Range venue for
free game play during the hours of 9:00 a.m. — 5:00 p.m., Monday through
Thursday (Non Holidays), under Operator's youth program (for example,
Topgolf's Youth Play It Forward initiative).
2. The Driving Range shall provide access to the Driving Range venue for free
team practices at various parts of the week to the El Segundo Unified School
District, Mira Costa High School, and Vista Mar High School golf teams, and to
the American Martyrs elementary school golf program. To the extent the
Driving Range has ball -tracking technology, such will be made available to the
above school teams for use.
3. The OPERATOR and Driving Range will also extend conversations to First
Tee, SCGA, SCPGA and others who currently use the Lakes for junior
programs, tournaments and leagues to maintain them as a preferred location.
Access for Golfers
DRIVING RANGE shall provide a "warm-up" solution for golfers with tee times
at the course. This will be done thoughtfully to ensure efficiency and
accessibility between the golf course operations and the Driving Range.
Driving Range shall charge a rate that is consistent with rates charged at other
driving ranges owned by public agencies in the region.
Page 23 of 36
Agreement No. 6261-3
XI. LESSON PROGRAMS
A. Purpose
To utilize the Driving Range venue and Golf Course Facility to create co -
branded instructional opportunities and optionality for youth and adults.
2. DRIVING RANGE will provide dedicated bay time on all days of the week at
the Driving Range venue to ensure that instruction can happen both on the golf
course and driving range.
3. To provide a service to all levels of golfers so that they may enjoy golf by
improving their individual skill levels.
4. To provide a means of introducing new golfers to the game of golf therefore
improving revenue potential and Course usage.
5. To provide different types of instruction to fit the needs and incomes of all
people desiring to play the game of golf.
B, Instruction can take place in the Driving Range venue for full -swing capability and the
use of visual tracking technology, on the practice greens for chipping and putting, and
will move onto the golf course to pull it all together. The Driving Range venue provides
an all-weather solution enabling instructional programs to continue without pause.
C. Illustrative co -branded youth development and operational programming possibilities
that will utilize both the Topgolf venue and the Golf Course Facilities could include but
not be limited to:
a. Player Development Programs
b. Summer Academy / Junior Camps (over 5,500 kids participated at
Topgolf in Summer 2018)
C. Group Classes
d. PGA Junior Leagues (www.pgajrleague.com) — Operator teams
compete in Junior League events and the Driving Range venue will play
host to some team competitions.
e. Bays to Fairways — 6-week program endorsed by the PGA of America
— first 5 weeks in the Driving Range venue and the last week on the
golf course.
f. Junior Tournaments
g. Team Training Programs through Operator youth programs (for
example, Topgolf's Youth Play It Forward Initiative)
h. Club Fitting
i. Adult Program Offerings:
i Private Lessons and Clinics
ii Community Outreach Programs
iii League Play
iv Tournaments and Outings
v Creative Events to maximize community outreach
vi World's Largest Golf Outing — National Charity Event
D. OPERATOR's approach shall serve to create cohesive instructional opportunities for
adults and important development programs for youth interested in the game of golf.
Page 24 of 36
Agreement No. 6261-3
OPERATOR will maximize the synergies between the Driving Range venue and Golf
Course Facilities to introduce non -golfers to the sport with the purpose of growing the
game and also serve as a true amenity to city residents.
Page 25 of 36
Agreement No. 6261-3
Golf Course Maintenance Specifications
A, The OPERATOR shall supply in the amounts and quantities necessary, (amounts and
quantities necessary to perform the obligations shall be determined by OPERATOR, as
described elsewhere in this Agreement).
All necessary gasoline, oil and diesel fuel needed to operate equipment.
2. All necessary top dressing, seed, sod, fertilizer, fungicides, herbicides,
pesticides, iron sulfate, sulfur and calcium (gypsum).
3. Materials and parts necessary for repair and maintenance of all irrigation
systems.
4. Tee towels and soap for ball washers.
5. Rock dust or decomposed granite for paths and roads.
6. Sand for traps.
7. Soil tests for pH, P and K, as necessary.
B. The OPERATOR shall provide the appropriate supervision for course maintenance.
A qualified Class "A" Golf Course Superintendent, or apprentice working
towards their full Class A status, shall be responsible for supervising the
maintenance of the facility.
2. A crew of sufficient size to maintain the course in accordance with the
specifications herein shall be retained on a full-time basis.
3. An emergency duty contact person shall be provided at all times.
C. The OPERATOR shall perform the following maintenance services at no less than the
frequencies indicated in these specifications; however, the OPERATOR shall have the right
to determine the extent and frequency of any additional "as needed" services. Standards and
frequencies may be modified from time to time as deemed necessary by the OPERATOR for
the proper maintenance of golf course facilities.
In those subsections below where horticultural tasks are specified to be performed on
a scheduled basis (as daily, every other day, etc.), the OPERATOR will not be
expected to perform the task on the specified schedule if the performance of the task
is precluded by weather conditions. The tasks shall be performed on the next available
day on which the weather conditions will not interfere with the reasonable performance
of the task.
1. Greens: The golf course greens are to be maintained in a condition that supports the
level of play at the Course. The OPERATOR shall be responsible for mowing,
watering, aerating, vertical mowing, fertilizing, top -dressing, pest control and repair as
specified below.
Page 26 of 36
Agreement No. 6261-3
(1') During the peak growing season (April through October), mowing shall
be done seven (7) times per week and during the period of slow growth,
(November through March) mowing shall be done at least five (5) times
per week, unless the use of growth regulators or climate conditions are
not producing enough growth to cut and doing so would only stress the
turf. Height of cut and frequencies may be modified from time to time
as deemed necessary by the golf course superintendent subject to
approval of Operator.
Greens shall be cut at a length of 5/32" to 4/16", depending on the time
of year and the amount of play.
(2) Basket devices for catching grass clippings shall be used on mowers
each time a green is cut, except for the first mowing after the green has
been top -dressed.
(3) The mowing pattern shall be alternated each time a green is mowed..
(4) "Graining" in the greens shall be controlled as necessary by the use of
combs, brushes, or "verticut" attachments on green mowers.
(5) Verticut all greens as needed to prevent thatch buildup, not less than
once a month, or as otherwise directed by OPERATOR.
(6) Greens collars shall be mowed three times weekly at a length of %2
b. Watering of Greens:
(1) The OPERATOR shall water the greens as necessary to keep the grass
in optimal growing condition.
(2) Irrigation of the greens should produce greens that are evenly wet over
the total green. Wet and dry spots are to be minimized by controller
setting and hand watering as necessary.
(3) During periods of low humidity (below 30%) and high temperatures
(above 95 degrees) the OPERATOR shall check greens on an hourly
basis and syringe the greens lightly until all greens show no signs of
heat stress or wilt.
C. Top -Dressing of Greens: The OPERATOR shall top dress each green as
needed.
d. Aerating of Greens: The OPERATOR shall aerate each green not less than
two (2) times each year.
e. 'Fertilizing Greens:
Page 27 of 36
Agreement No. 6261-3
(1) The greens are to be fertilized in increments of not more than one (1)
pound of nitrogen per 1,000 square feet of cold -water soluble nitrogen
per application.
(2) The greens are to be fertilized frequently enough to support constant
growth which is correspondent to the particular season of the year.
(3) Based on soil tests, phosphorus and potash shall be added in greens
fertilization on a basis of 3-1-2. A balance of N-P-K as in Best Turf
Supreme 15-4-7 or equal shall be maintained.
0_ 10 u�
(1) Seeding of the greens with bent grass at the rate of two (2) pounds per
1,000 square feet shall be as needed.
(2) Seeding of the greens surrounds with perennial rye grass or same turf
seed as modified by renovation at the rate of fifteen pounds per 1000
square feet shall be done as needed.
(3) Renovating of putting surfaces and surrounds shall be done prior to
applying seed and followed by a light top dressing.
(1) OPERATOR shall have the soil analyzed annually for fairways.
Fertilizer, pesticides and amendments (sulphur, gypsum, etc.) will be
applied in the quantity and type recommended by the soil analysis in a
manner to provide uniform growth of turf. OPERATOR will be provided
with copies of all analytical tests conducted.
(2) Applications of pesticides for the control of insect and disease
organisms shall be carried out only after all other cultural methods have
been exhausted. Should it be necessary to use chemical control
techniques, the Superintendent shall notify the OPERATOR prior to
any applications.
(3) All applicable regulations shall be strictly adhered to and all required
reporting and pest applicator certifications shall be the responsibility of
the OPERATOR.
(4) The greens shall be checked daily for fungus activity, insect
infestations, or any other pest problem which will adversely affect the
quality of the putting surface.
h.. Weed Control on Greens: The OPERATOR is to maintain a program to keep
the greens free at all times of broad leaf weeds, bermuda grass, quack grass,
dallis grass, crabgrass, annual bluegrass, and of all grasses, other than
bentg rass.
Repair of Greens: Any damage done to the greens from any source which
affects the putting surface shall be repaired immediately by the OPERATOR.
Page 28 of 36
Agreement No. 6261-3
In the case of voids or bare areas in the grass cover of the green, all such
areas shall be sodded with appropriate sod.
j. +Other Greens Re uirements:
(1) The OPERATOR shall repair ball marks on all greens on mowing days.
(2) The OPERATOR shall change the pin placement on the greens every
day.
2. Tee Maintenance:, Tops of tees shall be mowed separately from tee sides and slopes.
a. Moping: Maintain all tees according to accepted playability and industry wide
standards as determined by the OPERATOR, observing the following minimum
requirements:
(1) Tee tops shall be mowed three (3) times per week unless the use of
growth regulators or climate conditions are not producing enough
growth to cut and doing so would only stress the turf. The practice of
alternating mowing patterns shall be followed.
(2) Tee and aprons shall be cut at a maximum height of 5/8 inches.
(3) Clippings shall be collected and disposed of by broadcasting into the
driving range.
(4) The OPERATOR shall use a Triplex Reel Mower intended for the
mowing of tees.
b. Wateripg of Tees: Tees are to be watered as necessary to keep the grass in
optimal growing condition and to provide a relatively dry, firm stance in making
tee shots. Hand watering shall be used by the OPERATOR where necessary
to augment the automatic irrigation system.
C. Aeration:
(1) Tees shall be aerated as needed using 5/8" or 1/2" tines. Penetrating at
least 3" and yielding 36 or more holes per sq. ft.
d. VerticuttinE. Vertical mowing shall be done whenever levels exceed 1/2"
thickness.
e. Top dresin : Tees will be top dressed as needed to maintain quality tees.
f. Re airin Divots: Large divot holes (3" or more long) on tees shall be repaired
at least three (3) times weekly by hand filling and leveling them with a mix of
seed, sand and humus.
g. Fertilization: Fertilizing materials and rates shall be determined by growing
conditions and the results of soil nutrient level testing. Rates of application may
vary depending upon the test results; however, under normal conditions rates
will provide one (1) pound of actual nitrogen per 1,000 sq. ft. per application
Page 29 of 36
Agreement No. 6261-3
per month. Ratio of potash, potassium and trace elements added with nitrogen
will depend upon soil test results.
h. Pest Control on Tees and Aprons: The tees and aprons shall be checked daily
for fungus activity and insect infestations, or any other pest infestation which
would interfere with the playing surface or the health of the turf grasses. The
appropriate controls for these pests shall be put into force as soon as
necessary after their discovery.
Weed Control on Tees and Aprons: The tees and aprons are to be kept free of
broadleaf weeds, crabgrass, dallis grass, coarse fescues, and quack grass at
all times.
Overseeding: ' Seeding with VIP perennial rye grass at the rate of 15 pounds
per 1000 square feet shall be done when climatic conditions are favorable for
germination and growth. Renovating shall be done prior to applying seed and
followed by a light top dressing.
3. Fairways. Ran - a and Shoulders of and A rons of Greens and Tees (hereinafter
referred to as FAIRWAYS Maintenance
a. Mowing: Maintain all fairways according to accepted playability and industry-
wide standards as determined by the OPERATOR at all times, observing the
following minimum requirements:
(1) Fairways shall be mowed three (3) times per week during the active
growing season unless the use of growth regulators or climate
conditions are not producing enough growth to cut and doing so would
only stress the turf. Normal cutting height shall be between 1/2" and
3/4" depending upon season and rate of growth.
(2) The practice of alternating mowing patterns shall be followed wherever
possible.
(3) During periods of rainy weather which interfere with the normal fairway
mowing schedule, the OPERATOR shall be expected to use additional
mowing resources to catch up on mowing requirements so as to
prevent overly long grass.
(4) Take precautions to prevent scalping, rutting, uneven mowing and
damage to trees and shrubs.
b. Watering of Fairways: Fairways and the driving range are to be watered as
necessary to keep the grass in optimal playing condition.
C. Aerating of Fairways: The fairways shall be aerated as necessary to keep the
grass in optimal playing condition.
d. Vertical mowing: Vertical mowing of fairways is not required except in
extraordinary circumstances for disease control or to reduce thatch of
stoloniferous weed grasses.
Page 30 of 36
Agreement No. 6261-3
e. Fertilization of Fairways:
(1) The fairways are to be fertilized in increments of one (1) pound of cold
water soluble nitrogen per 1,000 sq. ft. per application with
phosphorous, potash and trace elements, sulphur and calcium.
(2) Fairways are to be fertilized as needed to maintain optimum playing
conditions.
f. Pest Control on Fairways:
(1) The fairways shall be checked daily for any pest infestation which will
affect the playing surface or the ongoing health of the turf grass.
g. Litter Control: Fairways shall be policed on a regular basis for the removal of
all litter (i.e. paper, leaves, cans, bottles, tree branches, etc.).
4. Row hs Maintenance.
a. tio� All rough areas shall be mowed two (2) times per week during the
growing season and during the period of slow growth mowing shall be one (1)
time per week or more frequently as dictated by the rate of growth. Cutting
height shall be between 3/4" and 1".
b. Aerating: Roughs shall be aerated as needed to maintain optimum playing
conditions.
C. Fertilization: Fertilizer shall be applied as needed to maintain optimum playing
conditions.
d. Weed Control: If needed, broadleaf weeds shall be controlled with a legally
approved selective herbicide.
e. Litter Control: Litter control in roughs shall be scheduled to be done at the
same time as the fairways.
f. Pest Control:
(1) Any pest problem recognized as such, including burrowing animals
shall be eliminated as soon as possible.
5. Sand TnasW
a. Raking: Sand bunkers shall be raked smooth no less than three (3) times per
week either by hand or mechanically by a "Sand Pro" or equal.
b. Edging` Growth retardant may be used on the perimeter turf to inhibit growth.
Edging shall be as required and prior to application of a growth retardant. Care
shall be taken to maintain the design outline of the bunkers to insure the
integrity of the bunker shape.
Page 31 of 36
Agreement No. 6261-3
C. Sand Replacement: Sand of the same quality as used in greens top dressing
shall be replaced as necessary to maintain at least a uniform depth of (4)
inches.
6. Trees. Shrubs. and Other Landscaping - Clubhouse:
a. The Lessee will be responsible for the maintenance of all the landscaping at
the Clubhouse.
b. All landscaped planter areas shall be kept weed free.
All trees and shrubs shall be pruned as necessary to provide ease of play on
the Course and accepted aesthetic values throughout. The OPERATOR shall
replace trees damaged by wind, etc. and provide staking as necessary.
d. The OPERATOR shall irrigate all tree shrubs and other landscape plants as
necessary to maintain them in the optimum conditions for growth.
e. The OPERATOR is to keep grass adjacent to trees mowed at the same
frequency and to the same height as is applicable to the location of each tree,
(e.g., whether fairway or rough). Alternatively, the Lessee may create grass
free tree basins of a diameter not greater than four (4) feet to facilitate mowing
around the trees.
The OPERATOR agrees to maintain any and all new landscape plantings
made on the golf course during the term of this agreement.
g. Pruning: ing Height limitation for tree pruning is 15 ft. for trees over 15 ft., pruning
shall be limited to the removal of low hanging branches that present a hazard
to golf carts or to the golfer, and can be reached with a pole pruner. Shrubs
shall be shaped or pruned only as necessary to maintain the natural form of
the plant.
Stakes and ties are to be inspected monthly for correct installation and
placement. When trees are stable enough and have developed sufficient
caliper to stand alone, stakes and ties shall be removed.
h. Pest Control: Frequent inspections of all trees and shrubs shall be done. When
insect or disease organisms are detected, appropriate control measures shall
be taken.
7. Irrigation System Maintenance:
Maintain entire irrigation system, except those areas of the water delivery system back
flow/gate valve assemblies and main lines in good repair; functioning properly and
conforming to all related codes and regulations at all times. Irrigate, as required, to
maintain adequate moisture for growth rate and quality appearance. Adequate soil
moisture shall be determined by visual observation, plant resiliency, turgidity,
examining cores removed by soil probe, moisture sensoring devices and programming
irrigation controllers accordingly.
Page 32 of 36
Agreement No. 6261-3
a. Consideration must be given to soil texture structure, porosity, water holding
capacity, drainage, compaction, precipitation rate, run off, infiltration rate,
prevailing wind condition, time of day or night, type of grass, plant and root
structure. This may include syringing during the day and hand watering during
periods of windy weather.
b. In areas where wind creates problems of spraying onto private property or road
rights -of -way, the controllers shall be set to operate during the period of lowest
wind velocity which would normally occur at night.
The OPERATOR shall be responsible for monitoring all systems within the
described premises and correct for: coverage, adjustment, clogging of lines,
and removal of obstacles, including plant materials which obstruct the spray.
d. Check systems daily and adjust and/or repair any sprinkler heads causing
excessive runoff, including slope areas or which throw directly onto a roadway,
paving or walkways.
e. All controllers shall be inspected on a daily basis and adjusted on a weekly
basis or more frequently as required, considering the water requirements of
each remote -control valve (sprinkler station).
A soil probe or tension -meter shall be used to determine the soil moisture
content in various areas.
g. OPERATOR shall observe and notice deficiencies occurring from the original
design and review these findings with the OPERATOR so necessary
improvements can be considered.
OPERATOR shall repair all leaking or defective valves within twenty-four
(24) hours following notification from the OPERATOR of such a deficiency,
In the event of a reduction of the volume or water supplied to the golf course
during peak demand periods, the priority of water distribution by OPERATOR
shall be as follows:
(1)
Greens
(2)
Tees
(3)
Fairways
(4)
Other turf and landscaped areas
8. Lake Maintenance:
a. Edging: Growth retardant may be used on the edges to inhibit growth. Edging
shall be scheduled on an as needed basis.
Litter Control: Lakes shall be inspected on a daily basis and trash and debris
shall be removed as needed.
Page 33 of 36
Agreement No. 6261-3
9. Non -Horticultural Maintenance Related to Pigy on the Course:
a. The OPERATOR shall be responsible for the maintenance of all tee markers,
cups, flags, ball washers, trap rakes, yardage signs, benches on the Course,
trash receptacles, perimeter fences (excluding range) cleat brushes,
rope/stakes, distance markers, and all signs. Maintenance shall include
repairing, painting, replacing, furnishing towels; and otherwise keeping these
amenities in a good condition that is conducive to player enjoyment of and
respect for the Course.
Cups: During the peak growing season, cups shall be changed as needed.
During this operation, inspection of the putting surface shall be made and any
ball marks or other damage will be repaired.
Cup placement shall conform to USGA rules and shall not be closer than a flag
pin length to the edge of the green.
On non -mowing days, dew shall be swept or irrigation dew cycle operated.
C. Teeing Ground:, All tee markers shall be moved as often as the cups are set on
the greens. Litter containers shall be emptied daily. Ball washers shall be filled
as necessary, and checked every Friday.
d. The ball washers located around the Course shall be serviced to ensure fresh
sudsy water is available. The towels for the ball washers shall be changed to
ensure proper appearance and condition is maintained.
e. The OPERATOR shall mark temporary hazards, out-of-bounds areas, and
other course conditions as they occur or are required by tournament play.
10. Maintenance of Improvements, Equipment, etc. Not Related to Play -,on the Golf
Course:
The OPERATOR shall sweep all areas of areas of the parking lots not swept
by the sweeping CONTRACTOR and around the clubhouse on a weekly basis.
b. The OPERATOR will be responsible for the cleanliness of the maintenance
service area. The need for cleaning these will be identified during inspection
tours of the Course.
The OPERATOR will maintain clean edges on all roadways, parking lots and
paths by periodic edging or spraying of plant growth, as determined by
inspection tours of the Course.
The OPERATOR will be responsible for the daily litter cleanup on all paved
surfaces of the Course.
e. The OPERATOR shall maintain a weed -free condition in an area one (1) foot
wide on each side of the base of all fence lines on and around the Course.
The OPERATOR shall be responsible for keeping all surface drain lines open
and functioning.
Page 34 of 36
Agreement No. 6261-3
11. Miscellaneous Items:
a. Driving Range: Police area daily and remove litter.
b. Clubhouse: Change cups on practice putting green five (5) times per week.
Maintain putting green in same manner as course green; Police area and
remove loose trash and debris from walks and landscaped areas. Remove
dead flowers from annual flower beds and plant new ones as needed.
C. Trash: Remove all trash and debris resulting from golf course maintenance as
it occurs. Clean, repair and replace trash receptacles as necessary to maintain
clean, safe and sanitary conditions at all times.
12. Items Not Included: The following items will be funded out of the capital improvement
funds on an as needed basis.
a. Acts of God Damage: Damage to the golf course as a result of acts of God
may include but are not limited to: removing silt or debris deposited by floods,
earthquake, and damage from freezing. These items will be handled on an
individual basis as an extra cost to be approved by Operator.
b. Sprinkler Valve and Controller Replacement: Replacement of worn-out or non -
repairable valves, sprinklers or controllers shall be approved by Operator.
C. Pump Stations: Repairs or replacements to all pumps or pump stations.
d. Drainage Systems, Installing drains to resolve drainage problems caused by
excessive runoff from roads or adjacent property shall be handled on an
individual basis to be approved by Operator.
e. Lighting stems: Range, Course, parking lot and all exterior lighting will be
the responsibility of Operator.
Maintenance Equipment: Maintenance equipment used in the maintenance
operation of the Golf Course and grounds to include mowing, raking, spraying,
aerating, transportation, grinding, lifting, digging, hauling and spraying.
13. Other Rec
vired Duties:
a. Maintain shrub and ground cover plantings and lawn areas in a manner to
promote health, growth and aesthetically pleasing appearance at all times.
b. Maintain all trees in safe, healthy and aesthetically pleasing condition at all
times, keeping adjacent turf mowed and trimmed to the trunks of trees on the
golf course. Pruning of trees by OPERATOR will be to maintain a seven (7)
foot clearance for golf carts and removal and corrective pruning required by
fallen or broken branches.
C. Control and eradicate rodents and other animal pests as necessary to prevent
hazards, holes and destruction of plantings on golf course property.
Page 35 of 36
Agreement No. 6261-3
d. Construct and/or maintain and repair as necessary surface flow lines, swales,
catch -basins, grates and other drainage structures in clear, weed -free and
properly functioning condition at all times.
e. Observe all legal requirements and safety regulations, including special
licensing requirements in the use and storage of chemicals hazardous
materials, supplies and equipment at all times according to CAL -OSHA and the
Los Angeles County Agricultural Commissioner.
f. Maintain golf maintenance storage buildings and yard in a clean, orderly and
safe condition at all times, conforming to all applicable laws and regulations.
g, Protect golfers from injury and the golf course from damage in periods of frost,
rainy weather, and other unusual conditions at all times.
h. Maintain walkways, steps, handrails, header -boards and paths in a clean,
edged, safe, week -free condition at all times.
. Maintain all fencing, netting, protective screens and fence lines in a safe,
secure and aesthetically pleasing condition at all times.
Maintain interior unpaved service roads in a safe usable condition at all times.
k. Inspect the Golf Course Facilities frequently and report deficiencies to
OPERATOR as necessary to ensure prompt repair or correction.
Page 36 of 36
Agreement No. 6261-3
EXHIBIT D
Dispute Resolution Process
(Event of Default Other Than Material De Facto Refusal to Manage)
The parties shall use the JAMS expedited dispute resolution process for those disputes that refer
to this exhibit and JAMS shall utilize applicable California law for purposes of disputes relating
to the Owner's right to regain possession of the Golf Course Facility and underlying property.
Agreement No. 6261-3
EXHIBIT E
RESIDENT FEE SCHEDULE
The Lakes at El Segundo Golf Course
Greens Fees / Current & Proposed by Topgolf
WEEKDAY
9-HOLE PLAY
WEEKEND
effective 4/15/18
2021 Proposed
effective 4/15/18
2021 Proposed
Regular
$17
TBD
$20
TBD
Senior
Junior (17 rs + under)
$14
$12
TBD
TBD
$20
$16
TBD
TBD
Twilight
$10
TBD
$15
TBD
Replay Rate
$10
TBD
$15
TBD
Re ular
$11
$11.50
$13
$13.75
Senior
Junior(17 rs + under)
$9
$9
$9.50
$9.50
$13
$13
$13.75
$13.75
Twilight
Replay Rate
UNLIMITED MONTHLY
$8
$10
PASSES
effective 4/16/18
TBD
TBD
` on-Pri)
2021 Proposed
$12 TBD
- -
Regular
100
TBD
w/ Rec ID Card
$60
TBD
Senior
PUNCH CARDS
$50
(5 '!Rounds + 1 Snell
L TBD
Bucket)
Adult/Senior
$65
TBD
Adult/Senior
$40
TBD
Agreement No. 6261-3
BILLY
CASPER
GOLF
EXHIBIT
INITIAL OPERATING BUDGET
TOTAL MWNDS OF GaL-P
51fi-O
YEAR
1
2020
QF'VF INIM
Greens Fees
"5,502
Onving Range
Pro Shop Saves
$
170,000
Food 3 NIA Beverage
S
113,300
Beverage - Alcohol
S
182,99E
Wwr Food & Beverage Revenue
S
M
OtrarOdf Revenues (dLb nenW, handicap. Ioder, bag sdorne)
3
30,7711
C :n'cf School/ Instft4Ncn Revenue - (InatiAlor Cog H COGS)
S
036A00
�As �an?ous 1 n R fsr I a
ice_---
TOTAL REVENUE
6
2,296,676
COST OF GALES
COGS - Pro Slap Me,&
f 11000
COGS - Food & IVA Beverage
6
5 31,724
COGS - Beverage -Alcohol
3 40,749
COGS - Clink f Sdzal I tnsrudon
S 11142-o00
TOTAL COST OF SALES
3 4124,973
GROSS INCOME
i 1,473,703
fnar+exrka_ �a
Go.*f OperarLom Labe'
9
2�16p1
G*noral and AdminlzWZve Labor
i
Golf Comm Memtenance Labor
5
201,676
Food and Beverage Labor
;
93,075
Total Direct Labor
S
541,703
Total Payrarl Taxes
1
57,504
Tmal MadicadHcaM Benefits
S
50,$46
Inlymm - s er C-92-o
6 38,336
TOTAL LABOR
S
6S,009
Gm(Oparations Expc'm
a
104000
General a Aciminisba4ve Expense
164135
Go.9Course Maintormice Expense
179,600
Food and Beverage Expense
S
17,209
Safes and McAefing Expense
9i
32,300
Eau pw*A Leases
#
461000
Caplial Reserve 1.:
9
45,974
So Cal Wean Leese
$
32,000
Inssgj3nr& - P aen4,Q
9
ts,4 0
TOTAL OTHER OPERATIO.UAL EXPENSES
3
602,720
TOTAL EXPENSES
3 1, 10,it<17
EBITOAR
YZL455
CUMULATIVE EBITOAR
2112A46
OPERATING MARGIN
10%
Agreement No. 6261-3
EXHIBIT G
TRANSFERRED EQUIPMENT
No equipment will be transferred by Owner to Licensee pursuant to this Agreement.