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golf course op and maint contract 33993399 ., CITY OF EL SEGUNDO MANAGEMENT AGREEMENT FOR THE OPERATION AND MAINTENANCE OF THE EL SEGUNDO GOLF COURSE AND RELATED FACILITIES THIS MANAGEMENT AGREEMENT FOR THE OPERATION AND MAINTENANCE OF THE EL SEGUNDO GOLF COURSE AND RELATED FACILITIES ("this Agreement "), for reference dated as of October 22 , 2004, is entered into by and between the CITY OF EL SEGUNDO ( "CITY "), a California municipal corporation, and Lane Donovan Golf Partners ( "Operator "), LLC, a California limited liability company. RECITALS 1. CITY owns that certain real property which is the location of the El Segundo Golf Course and related facilities more particularly described in Exhibit A attached hereto and incorporated herein by this reference. 2. CITY desires to provide for the overall management and operation of the E1 Segundo Golf course and related facilities and the collection of fees therefrom to insure first class quality golf programs and related benefits for the public. 3. OPERATOR represents that it is well - qualified through its experience to manage and operate the E1 Segundo Golf Course and related facilities. LA #4847- 3068 -8000 v9 1 3399 .. 4. CITY and OPERATOR agree that the primary objectives for OPERATOR's performance under this Agreement are to maximize (1) the public use of the E1 Segundo Golf Course and related facilities, and (2) the profit received by CITY as a result thereof. 5. OPERATOR and CITY have contemporaneously entered into that certain agreement entitled "Concession Agreement," pursuant to which OPERATOR will purchase and sell Liquor, as defined in the Concession Agreement, for and at the Restaurant. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS The following terms shall be defined as follows for the purposes of this Agreement: 1.1 Actual Gross Course Revenue. "Actual Gross Course Revenue" shall mean any and all revenues earned during an Operating Year attributable to operations directly relating to the Golf Course. LA #4847- 3068 -8000 v9 2 3399 ! 1.2 Actual Gross Lesson Revenue. "Actual Gross Lesson Revenue" shall mean any and all revenues earned during an Operating Year attributable to operations directly relating to Golf Lessons. 1.3 Actual Gross Range Revenue. "Actual Gross Range Revenue" shall mean any and all revenues earned during an Operating Year attributable to operations directly relating to the Driving Range. 1.4 Actual Gross Restaurant Revenue. "Actual Gross Restaurant Revenue" shall mean any and all revenues earned during an Operating Year attributable to operations directly relating to the Restaurant, except for Actual Gross Liquor Revenue as that term is defined in the Concession Agreement. 1.5 Actual Gross Shop Revenue. "Actual Gross Shop Revenue" shall mean any and all revenues earned during an Operating Year attributable to operations directly relating to the Pro Shop. 1.6 Annual Budget. "Annual Budget" shall have the meaning set forth in Section 6.1 of this Agreement. 1.7 Annual Gross Revenue. "Annual Gross Revenue" shall mean any and all revenues earned during an Operating Year attributable to operations directly relating to the E1 Segundo LA #9897- 3068 -8000 v9 3 3399 Golf Facility including, but not limited to, green fees, merchandise sales, Driving Range fees, Golf Lesson fees, rental revenue and food and beverage sales, but not Actual Gross Liquor Revenue as that term is defined in the Concession Agreement. The sum of the Actual Gross Course Revenue, Actual Gross Lesson Revenue, Actual Gross Range Revenue, Actual Gross Restaurant Revenue and Actual Gross Shop Revenue for an Operating Year shall equal the Annual Gross Revenue for that Operating Year. 1.8 Capital Expenditure. "Capital Expenditure" shall have the meaning set forth in Section 7.4 of this Agreement. 1.9 Omitted. 1.10 Commencement Date. "Commencement Date" shall have the meaning set forth in Section 4.1 of this Agreement. 1.11 CPI Adjustment Period. "CPI Adjustment Period" shall mean (i) with respect to the first adjustment in the fixed monthly fee described in Section 8.1 below, the period commencing on the first day of the second full calendar month before the Commencement Date and continuing through the last day of the third full calendar month before the commencement of third Operating Year; and (ii) with respect to each adjustment in the fixed monthly fee described in Section 8.1 below thereafter, the twelve (12) month period ending on the last day LA #4847- 3068 -8000 v9 4 I 3 99 of the third calendar month before the commencement of the applicable Operating Year with respect to which the fixed monthly fee is being adjusted. 1.12 Direct Cost. "Direct Cost" shall have the meaning set forth in Section 7.1 of this Agreement. 1.13 Director. "Director" shall mean the City Manager of CITY or the City Manager's authorized and appointed designee. 1.14 Driving Range.. "Driving Range" shall mean the golf ball driving practice facility located at the El Segundo Golf Facility and shown on the diagram attached hereto in Exhibit B. 1.15 E1 Segundo Golf Facility. "E1 Segundo Golf Facility" shall mean all of the buildings, grounds, fixtures, structures, restrooms, equipment, computers, irrigation and controls, tools, vehicles, fencing and all appurtenances thereto involving the Golf Course, Storage Space, Pro Shop, Restaurant, maintenance building, Driving Range and any other area located on or at the real property described in Exhibit A. 1.16 Omitted. 1.17 Golf Course. "Golf Course" shall mean the nine -hole golf course facility located at the E1 Segundo Golf Facility and shown on the diagram attached hereto in Exhibit B. LA 44847- 3068 -8000 v9 5 3:99 1.18 Golf Course Manual. "Golf Course Manual" shall mean the manual for the operation and maintenance of the Golf Course attached hereto in Exhibit C and all reasonable revisions thereto promulgated by the Director from time to time made after written notice to and consultation with OPERATOR. 1.19 Golf Lessons. "Golf Lessons" shall mean the professional golf instruction given at the E1 Segundo Golf Facility by either the G.C.S.A.A. PGA Golf Professional or qualified golf instructors employed or subcontracted there by OPERATOR. 1.20 Maintenance Specifications. "Maintenance Specifications" shall mean the specifications for maintenance of the Golf Course set forth in the Golf Course maintenance Specifications attached hereto as part of the Golf Course Manual in Exhibit C and all reasonable revisions thereto by the Director from time to time made after written notice to and consultation with OPERATOR. Any changes or revisions in the Maintenance Specifications or in current material and equipment standards proposed by OPERATOR shall be subject to the approval of the Director which approval shall not be unreasonably withheld or delayed. LA #9897- 3068 -8000 v9 6 3:99 , 1.21 Operating Year. A. The first Operating Year shall commence on the date that the OPERATOR begins operation of the E1 Segundo Golf Course and end on September 30, 2005 or if this Agreement is sooner terminated on such termination. B. Unless this Agreement is sooner terminated, each Operating Year thereafter shall comprise the period of twelve (12) full calendar months, commencing on October 1 and ending on September 30 or if this Agreement is sooner terminated on such termination. The last Operating Year shall end on the termination of this Agreement. 1.22 Projected Gross Course Revenue. "Projected Gross Course Revenue" shall mean the projected amount of revenues to be earned during an Operating Year attributable to operations directly relating to the Golf Course. 1.23 Projected Gross Revenue. "Projected Gross Revenue" shall mean the projected amount of revenues to be earned during an Operating Year attributable to operations directly relating to the E1 Segundo Golf Facility including, but not limited to, green fees, merchandise sales, Driving Range fees, Golf Lesson fees, rental revenue and food and beverage sales, but not the Projected Gross Liquor Revenue as that term is defined in the LA #9897- 3068 -8000 v9 7 3399 Concession Agreement. The sum of the Projected Gross Course Revenue, Projected Gross Lesson Revenue, Projected Gross Range Revenue, Projected Gross Restaurant Revenue and Projected Gross Shop Revenue for an Operating Year shall equal the Projected Gross Revenue for that Operating Year. 1.24 Projected Gross Lesson Revenue. "Projected Gross Lesson Revenue" shall mean the projected amount of revenues to be earned during an Operating Year attributable to operations directly relating to the Golf Lessons. 1.25 Projected Gross Range Revenue. "Projected Gross Range Revenue" shall mean the projected amount of revenues to be earned during an Operating Year attributable to operations directly relating to the Driving Range. 1.26 Projected Gross Restaurant Revenue. "Projected Gross Restaurant Revenue" shall mean the projected amount of revenues to be earned during an Operating Year attributable to operations directly relating to the Restaurant (including but not limited to revenues from private events, such as banquets, held at the Restaurant) except for the Projected Gross Liquor Revenue as that term is defined in the Concession Agreement. 1.27 Projected Gross Shop Revenue. "Projected Gross Shop Revenue" shall mean the projected amount of revenues to be LA #4847- 3068 -8000 v9 8 ;.99. earned during an Operating Year attributable to operations directly relating to the Pro Shop. 1.28 Pro Shop. "Pro Shop" shall mean the golf professional and merchandise facility located at the El Segundo Golf Facility and shown on the diagram attached hereto in Exhibit B. 1.29 Restaurant. "Restaurant" shall mean the food and beverage dining facility located at the El Segundo Golf Facility and shown on the diagram attached hereto in Exhibit B. 1.30 Starting Balance. "Starting Balance" shall refer to the total of the balance in the Golf Facility operating funds as of the date that Operator commences operation of the Golf Facility. 1.31 Storage Space. "Storage Space" shall mean the equipment storage space located at the El Segundo Golf Facility and shown on the diagram attached hereto in Exhibit B. 1.32 Interpretation of Terms. In the event of any conflict in the definition or interpretation of any word, responsibility, service or schedule between this Agreement and the exhibits attached hereto, such conflict or inconsistency shall be resolved by giving precedence in the following priority order: first to this Agreement; then to the Maintenance Specifications LA #9897 - 3068 -8000 v9 9 3--99 attached hereto in Exhibit C; and then to the Golf Course Manual attached hereto in Exhibit C. 2. RETENTION OF OPERATOR 2.1 E1 Segundo Golf Facility. As of the Commencement Date, CITY hereby retains OPERATOR for the management and operation of the E1 Segundo Golf Facility, including, but not limited to, the Golf Course, Pro Shop, Storage Space, Restaurant, Driving Range, restrooms and all other buildings located at the E1 Segundo Golf Facility. The CITY will, within ten (10) days of the execution of this Agreement, cause a thirty (30) day notice to be given to the current operator of the El Segundo Golf Facility such that the CITY shall make the facility available to OPERATOR to operate, and the OPERATOR shall commence operation of the facility, on the 1st day of the month that follows the end of such notice period provided, however, that CITY shall use its reasonable best efforts to make the facility available to OPERATOR but shall incur no liability by its failure to make the E1 Segundo Golf Facility available to OPERATOR. OPERATOR's sole remedy will be that in the event said facility is not made available within eight (8) months after the execution of this Agreement, OPERATOR may terminate this Agreement by giving CITY thirty (30) days or more prior written notice of such termination The OPERATOR shall work with the LA X4847- 3068 -8000 v9 10 3; 9 9 current operator to provide for a smooth and orderly transition of the operation of the E1 Segundo Golf Course Facility. 3. ACCEPTANCE OPERATOR has inspected the E1 Segundo Golf Facility including, but not limited to, the Golf Course, the Driving Range, the Pro Shop and the Restaurant, and confirms that they are in satisfactory condition and ready to be operated, and as of the Commencement Date, OPERATOR accepts their operation in accordance with the provisions of this Agreement. 4. TERM 4.1 Term of Agreement. The term of this Agreement shall be for a period of one month commencing on the date ( "Commencement Date ") that the OPERATOR commences operation of the E1 Segundo Golf Course Facility and shall be automatically renewed for one month periods unless terminated by either party on not less than thirty (30) days written notice, with or without cause, of such termination. Upon the CITY's request, OPERATOR will co -sign CITY's written confirmation of Commencement Date. 4.2 CITY Option to Terminate. Notwithstanding the provisions of Section 4.1 or any other provision of this Agreement, CITY may terminate this Agreement unilaterally LA #4847- 3068 -8000 v9 11 3,,99 without cause or penalty at any time by giving OPERATOR thirty (30) days or more prior written notice of such termination. 4.3 Effect of Termination. upon termination of this Agreement, all employees and agents of OPERATOR shall vacate the premises of the E1 Segundo Golf Facility and shall have no further rights or duties thereon, except to reasonably cooperate for such time as is reasonably necessary, not to exceed ninety (90) days, after the termination of this Agreement in a proper transfer of the premises and records, including the alcohol license, of the E1 Segundo Golf Facility. 5. OPERATOR'S BASIC SERVICE OBLIGATIONS 5.1 Golf Professional Services. OPERATOR shall sell, rent, store and repair golf equipment, sell golf related clothing and supplies, provide instructional services in the playing of golf, rent hand carts and operate the Golf Course, Pro Shop and Driving Range as set forth in this Agreement. OPERATOR Shall employ or contract with a properly certified Class "A" PGA Golf Professional at the E1 Segundo Golf Facility subject to the approval of the Director which approval shall not be unreasonably withheld or delayed. A. Merchandise. OPERATOR shall provide and maintain in the Pro Shop such inventory of golf merchandise, in type, LA #4847- 3068 -8000 v9 12 399 • :"�i quality and quantity, as is deemed appropriate by the OPERATOR and as is reasonably acceptable to Director to adequately serve the public. After written notice to and consultation with OPERATOR, the Director shall have the right to prohibit the sale and rental of any item of merchandise on finding(s) that the item(s) is of such inferior quality as to not be in the public interest to be offered for sale or that such item(s) is not necessary or desirable for proper service to the public. B. Golf Instruction. OPERATOR shall provide for golf instruction by employing or contracting with qualified instructors accredited by the PGA and the PGA apprentice program. OPERATOR shall cause all golf instructors including the Class "A" PGA Golf Professional to comply with the rules and regulations of the Golf Course Manual. C. Junior Golf Program. OPERATOR shall implement and promote a junior golf program as provided in the Golf Course Manual by providing group lessons, range balls and general golf instructions, and by conducting junior tournaments. 5.2 Golf Course Starter Services. OPERATOR shall render and provide Golf Course starter services including, but not limited to, the opening and closing of the Golf Course at the appropriate times, the collection of green fees and tournament fees, the taking of reservations from patrons at the Golf LA #4847- 3068 -8000 v9 13 3399.,,) Course, over the telephone and through the internet as reasonably prescribed by the Director, the recording of reservations on starter sheets, the placing of golfers' names on a call sheet as necessary, the sending of golfers to the tee and starting them off at proper intervals in groups of five, four, three and two, as applicable, the receiving of requests from groups for tournaments, the booking of tournaments, the satisfying of tournament food and beverage needs through the Restaurant, the taking of such actions as OPERATOR determines are appropriate to speed play on the Golf Course, the entering of golfers' names on the starter's sheet, the issuing of a cash register receipt to each golfer as the green fee is paid, and the totaling of starter sheets at the end of each day's play and reconciling them with fee category totals on the cash register detail tape. A. Starting Times. OPERATOR shall schedule and reserve starting times for tournaments in accordance with procedures established in the Golf Course Manual. B. Marshaling Time. OPERATOR shall provide the services of a marshal to be on duty at the times established by the Director, with the exception of periods of inclement weather. OPERATOR shall submit a proposed schedule of marshal services as provided in the Golf Course Manual for the LA #4847- 3068 -8000 v9 14 3399 . , , ,1 Director's approval, disapproval or conditional approval with its submission of the Annual Budget. Approval of the schedule by the Director shall not be unreasonably withheld or delayed. The primary purpose of the marshal's duties shall be to expedite play on the Golf Course at all times. A secondary duty will be to ensure compliance with all Golf Course rules and regulations. C. Minimum Hours of Operation. At a minimum, the facilities shall be open and available to the public in accordance with the following daily hours of operation: Facility Driving Range Golf Course Pro Shop Restaurant Hours of Operation 6:00 a.m. to 11:00 p.m. dawn to dusk 6:00 a.m. to 8:00 p.m. dawn to dusk The above minimum daily hours of operation may be reasonably changed or revised by the Director from time to time made after written notice to and consultation with OPERATOR. 5.3 Building and Equipment Maintenance Services. OPERATOR shall keep and maintain the premises of, and all tangible and intangible personal property used in the operation of, the E1 Segundo Golf Facility, including but not limited to, the Golf LA #4847- 3068 -8000 v9 15 3399 Course, Pro Shop, restrooms, Storage- Space, Driving Range and Restaurant, and all buildings, structures, improvements, fixtures, equipment, utility systems and all computers, software and internet infrastructure, in good, operable, usable and sanitary order and repair and in a good and first class condition throughout the term of this Agreement, providing for such repairs, replacements, rebuilding and restoration as may occur in the ordinary course of business and be required by the Director, or as may otherwise be required, in compliance with this Agreement. All such replacements, rebuilding and restoration, but not minor repair, shall be approved by the Director prior to implementation, which approval shall not be unreasonably withheld or delayed. 5.4 Grounds Maintenance Services. OPERATOR shall provide ground maintenance services to the El Segundo Golf Facility and its premises as set forth in the Maintenance Specifications. A. Inspections. CITY may conduct both scheduled and unscheduled inspections of the premises of the E1 Segundo Golf Facility without interrupting its normal operation. The written report of such inspections shall be retained for reference by CITY and a copy of the report shall be forwarded to OPERATOR. OPERATOR shall review the report and prepare a written response to the noted exceptions and findings within 15 days of its LA #4847- 3068 -8000 v9 16 .y� 3399 receipt of the report, including contemplated courses of action to correct the noted exceptions and findings. After consulting with the Director, OPERATOR shall take the corrective action suggested by the Director. B. Maintenance Personnel. Subject to the Director's prior approval, OPERATOR shall provide and maintain in its employ or by subcontract a G.C.S.A.A. PGA golf course superintendent and maintenance crew at the E1 Segundo Golf Facility during normal daily working hours. OPERATOR shall employ or provide by subcontract sufficient personnel to perform all work scheduled and required by CITY in accordance with this Agreement. C. Suspension of Play. Whenever play on the Golf Course or Driving Range must be temporarily suspended due to inclement weather conditions, OPERATOR shall make the decision concerning when to allow play to resume. D. Equipment, Supplies and Materials. OPERATOR shall furnish all necessary equipment, supplies and materials of good quality and in sufficient number to fulfill the requirements of this Agreement and to accomplish a level of maintenance which satisfies the standards set forth in the Maintenance Specifications. The cost of this required equipment, supplies and materials shall be a Direct Cost. LA #9897- 3068 -8000 v9 17 3399 5.5 Improvements. Any improvements, additions, alterations or changes (collectively, "improvements ") to the E1 Segundo Golf Facility made by OPERATOR shall be subject to, prior to the commencement of the improvements work, written approval by the Director and the securing of applicable permits and compliance with such terms and conditions as may be imposed by the Director. Any improvement that is estimated to cost in excess of Five Thousand Dollars ($5,000) shall be subject to approval by the City Council. 5.6 CITY Ownership. Ownership of all E1 Segundo Golf Facility structures, buildings or improvements thereto or thereon, merchandise, supplies, equipment and personal property, tangible and intangible, including but not limited to, hand carts, Golf Course maintenance equipment and administrative equipment, computers and software constructed or acquired by CITY, or OPERATOR on behalf of CITY, financial operation records, and all alterations, additions or betterments thereto, shall remain with and be owned by CITY. 5.7 Failure to Perform. Should OPERATOR fail, after thirty (30) days written notice from CITY of the need therefor, to perform its obligations under this Article 5 (unless such obligations cannot reasonably be performed in such thirty (30) day period, in which case such thirty (30) day period shall be LA $4847- 3068 -8000 v9 18 U extended for such period of time as OPERATOR reasonably requires to perform its obligations so long as OPERATOR commences to perform its obligations within such thirty (30) day period and thereafter diligently pursues completion of performance of the applicable obligations) CITY may enter upon the premises of the E1 Segundo Golf Facility and perform OPERATOR's obligations. Notwithstanding the preceding sentence, in the event of an emergency, CITY may immediately enter upon these premises without notice to OPERATOR to perform emergency repairs and restoration. The cost of such repairs and restoration will be considered a Direct Cost unless they constitute a Capital Expenditure. 6. OPERATING RESPONSIBILITIES 6.1 Annual Budget.. During the term and renewal of the Agreement, OPERATOR shall submit to CITY, for its review and approval, an annual budget ( "Annual Budget ") for each Operating Year. CITY acknowledges that the Annual Budget will not constitute a guaranty of the actual revenues or expenses of operating the E1 Segundo Golf Facility. The Annual Budget for the first Operating Year shall be submitted by OPERATOR to CITY not later than twenty (20) days after execution of this Agreement. CITY shall approve, disapprove or conditionally approve this Annual Budget before the Commencement Date, and LA #4897- 3068 -8000 v9 19 0 3399 . „ j CITY's approval shall not be unreasonably withheld. For all subsequent Operating Years, OPERATOR shall submit to CITY an Annual Budget on or before June 1 of the Operating Year immediately preceding the Operating Year at issue in the Annual Budget. CITY shall approve, disapprove or conditionally approve these Annual Budgets on or before October 1 of the Operating Year at issue in the Annual Budget, and CITY's approval shall not be unreasonably withheld. Each Annual Budget shall be in a format reasonably acceptable to CITY and shall include, but not be limited to, the prices as set forth in Section 6.12, the projected number of employees, the projected number of rounds of golf played and Driving Range buckets of golf balls purchased, and the Projected Gross Revenue, Projected Gross Course Revenue, Projected Gross Range Revenue, Projected Gross Shop Revenue, Projected Gross Lesson Revenue and Projected Gross Restaurant Revenue, and the projected itemized amounts of Direct Costs, Capital Expenditures, and any proposed plans for any improvements, upgrading or changes to the E1 Segundo Golf Facility. After written notice to and consultation with OPERATOR, the Director shall have the authority to make reasonable changes to the Annual Budget including, but not limited to, the method of allocation for costs, expenditures and revenues. LA #9897- 3068 -8000 v9 2 0 V 3 03 g 6.2 Annual Reports. OPERATOR shall submit to the Director, for review and approval, on or before forty -five (45) days after the end of each Operating Year, an annual report ( "Annual Report "). Each Annual Report shall include a summary regarding the physical condition of the E1 Segundo Golf Facility and any repairs or improvements made during the most recently concluded Operating Year. Each Annual Report also shall include a summary of the financial condition of the E1 Segundo Golf Facility including the Annual Gross Revenue, Actual Gross Course Revenue, Actual Gross Range Revenue, Actual Gross Shop Revenue, Actual Gross Lesson Revenue, Actual Gross Restaurant Revenue, the total amount of Direct Costs and the total amount of Capital Expenditures for the Operating Year described in the Annual Report. 6.3 Compliance with Laws. OPERATOR shall comply with all municipal ordinances and all state and federal laws and regulations applicable to the terms and conditions of this Agreement. OPERATOR shall not knowingly permit any illegal activities to be conducted on or at the premises of the E1 Segundo Golf Facility. If any permits or licenses are required, OPERATOR shall obtain all such required permits or licenses from the appropriate regulatory agency before undertaking the regulated activity. LA #4847- 3068 -8000 v9 21 6.4 Compliance with Rules and Regulations. OPERATOR shall comply with all rules and regulations set forth in the Golf Course Manual and will use diligent efforts to enforce all such rules at the El Segundo Golf Facility. 6.5 OPERATOR's Obligations to Not Discriminate. OPERATOR shall not discriminate against any person or group of persons on account of age, race, color, creed, religion, ancestry, national origin, gender or disability in the execution of any activities under this Agreement. Neither OPERATOR nor any person claiming under or through it shall establish or permit any prohibited practice of discrimination in the hiring of staff, selection of vendors and operators, the access to and use of the E1 Segundo Golf Facility or in the execution of any other activity under this Agreement. OPERATOR shall adopt and implement such policies, practices and procedures or modifications in policies, practices and procedures as are necessary to afford goods, services, facilities, privileges, advantages and accommodations to individuals with disabilities. OPERATOR shall at the meetings, pursuant to Section 6.11, report on such policies, practices and procedures and modifications, and on their implementation, and shall consult with the Director and take such further action as the Director may reasonably require. LA #4847- 3068 -8000 v9 22 3 99 6.6 Signs. OPERATOR shall not post any signs at the E1 Segundo Golf Facility without the prior approval of the Director, which approval shall not be unreasonably withheld or delayed. 6.7 Public Use; Marketing. OPERATOR shall use its reasonably best efforts to maximize the public use of the E1 Segundo Golf Facility. OPERATOR shall use its reasonably best efforts to effectively market and promote the E1 Segundo Golf Facility to attempt to insure its financial and operating success. On or before the Commencement Date, OPERATOR shall prepare and submit to CITY for the Director's approval, disapproval or conditional approval, which approval shall not be unreasonably withheld, a marketing and promotion plan for the first Operating Year. OPERATOR shall carry out the approved marketing and promotion plan for this Operating Year. For the remaining Operating Years during the term or renewal of this Agreement, as part of the Annual Budget, OPERATOR shall prepare and submit to CITY for the Director's approval, disapproval or conditional approval, which approval shall not be unreasonably withheld or delayed, a marketing and promotion plan for the Operating Year at issue in the Annual Budget. During the Operating Year at issue, OPERATOR shall carry out the approved marketing and promotion plan For each Operating Year, OPERATOR LA #9897- 3068 -8000 v9 2 3 shall submit to CITY a report along with the Annual Report concerning all activities undertaken by OPERATOR with respect to the approved marketing and promotion plan for the applicable Operating Year. 6.8 Utilities. Upon commencement of the term of this Agreement, OPERATOR shall be responsible for arranging for the utility services required by the E1 Segundo Golf Facility, including, but not limited to, water, gas, electricity, sewer service and trash removal. OPERATOR acknowledges that during the term of this Agreement there may be a defect, deficiency or impairment of any utility system, water system, water supply system, drainage system, waste system, heating or gas system, or electrical apparatus or wires serving the E1 Segundo Golf Facility. Any expenses incurred by OPERATOR to correct any such defect, deficiency or impairment shall be a Direct Cost. 6.9 Safety. OPERATOR shall immediately correct any unsafe conditions to the premises of the E1 Segundo Golf Facility, as well as any unsafe practices occurring thereon, that are known by OPERATOR. OPERATOR shall regularly inspect the premises for the purposes of reviewing the safety thereof. OPERATOR shall obtain emergency medical care as soon as reasonably possible for any member of the public on or at these premises who OPERATOR knows is in need thereof because of illness or injury. OPERATOR LA #9897- 3068 -8000 v9 2 4 J .l J shall cooperate fully with CITY in the investigation of any accidental injury or death occurring at the E1 Segundo Golf Facility and shall submit to the Director promptly an accident report describing any serious injuries or deaths at the E1 Segundo Golf Facility known to OPERATOR and at least monthly shall report all injuries known to OPERATOR. 6.10 Use of Facilities Restrictions. OPERATOR shall obtain from the Director prior written approval, which approval shall not be unreasonably withheld or delayed, of (1) any events or activities not otherwise specifically provided for or authorized under this Agreement, or (2) any extraordinary events or activities requiring the exclusive use of the El Segundo Golf Facility or any portion thereof. 6.11 Meetings. Representatives of OPERATOR and the Director shall meet on a quarterly schedule and at such other times as may be required by CITY to review OPERATOR's performance under this Agreement, review the monthly financial reports submitted by OPERATOR, and discuss any problems or matters as determined by CITY. 6.12 Prices. A. Goods and Services. OPERATOR shall at all times maintain a complete list or schedule of the prices charged for LA #4847- 3068 -8000 v9 25 3399 all goods and services supplied to the public by or at the E1 Segundo Golf Facility. Such list or schedule of prices shall be included in each Annual Budget and provided to the Director upon his request. Such prices shall be fair and reasonable based on the following considerations: that the E1 Segundo Golf Facility is intended to serve the needs of the public with the goods and services supplied at a fair and reasonable cost; that the prices charged should be comparable to prices charged for similar goods and services in the general area; and that the profit margin should be reasonable considering the cost of providing the goods or services in compliance with the obligations of this Agreement. If the Director notifies OPERATOR that a price being charged is not fair and reasonable, OPERATOR shall have the right to confer with the Director and justify such price. Following reasonable conference and consultation thereon, OPERATOR shall make such price adjustments as may be reasonably ordered by the Director, it being understood and agreed that in any event CITY shall not price any item below its wholesale cost, except for merchandise which is obsolete or which after a reasonable time OPERATOR has not been able to sell. B. Green and Driving Range Fees and Hand Cart Rentals. OPERATOR shall set forth in each Annual Budget the LA #4847- 3068 -8000 v9 26 3399 • .. green fees, Driving Range fees, hand cart rental fees and other equipment rental fees for the Operating Year at issue; provided, however, during the term of this Agreement, after written notice to and consultation with OPERATOR, CITY may change the green fees, Driving Range fees, hand cart rental fees and other equipment rental fees to be charged by OPERATOR. No changes in green fees, Driving Range fees, hand cart rental fees or golf equipment rental fees may be made by OPERATOR without the prior written consent of CITY and unless they are reasonable. 6.13 Business License Tax. OPERATOR shall obtain the state and local licenses and permits necessary to conduct business at the E1 Segundo Golf Facility. Except as provided under the Concession Agreement, the costs, fees and charges incurred in obtaining and maintaining these licenses and permits shall constitute Direct Costs. 7. COSTS AND EXPENDITURES 7.1 Direct Cost. The Direct Costs (as defined below) shall be paid by OPERATOR from the revenues received from the E1 Segundo Golf Facility and deposited in the bank account described in Section 9.1 of this Agreement, unless such revenues are not sufficient to pay the Direct Costs, in which case the CITY shall promptly make separate funds available to pay such costs. The revenues deposited into this bank account are the LA #4847- 3068 -8000 v9 27 3399 property of CITY and are not part of the consideration paid to OPERATOR by CITY for the performance of OPERATOR's obligations under this Agreement. "Direct Costs" shall be any cost incurred in good faith which is directly related to the normal and ordinary administration, staffing, operations or maintenance of the E1 Segundo Golf Facility, including, but not limited to, the following: (a) OPERATOR's employee salaries limited, however, to such employees employed exclusively at the E1 Segundo Golf Facility in its operation and maintenance. (b) OPERATOR's incentive compensation programs for the Class "A" PGA Golf Professional and qualified golf instructors. (c) OPERATOR's Employee benefits including vacation, sick leave, health insurance, disability insurance, worker's compensation insurance and incentive payments limited, however, to such employees employed exclusively at the E1 Segundo Golf Facility in its operation and maintenance. LA #9897- 3068 -8000 v9 28 3399 • :73 (d) Lease and /or rental of equipment, excluding hand carts and capital maintenance equipment. (e) Repair and maintenance of hand carts, irrigation systems, capital equipment, the Club House building, the maintenance building and other improvements. (f) All maintenance equipment, supplies and materials referenced in Section 5.4D, including but not limited to: 1. All necessary gas, fuel, oil, lubricants and spare parts for all equipment; 2. All necessary topdressing, seed, fertilizers, pesticides, fungicides, insecticides and herbicides; 3. Parts necessary for the repair and maintenance of all irrigation systems; 4. Tee towels, soaps, ballwashers, putting green cups and lags, benches, trap rakes, tee markers, tee mats, trash receptacles, LA #4847- 3068 -8000 v9 2 9 3399• `3 trash receptacle liners, cleat brushes and all other pertinent golf course equipment; 5. Materials for the installation and maintenance of french drains; and 6. Sand for traps on an as- needed basis, of a size, color and quality as determined by the Director. (g) Uniforms, laundry and linens. (h) Operating supplies, office supplies, cleaning supplies and other miscellaneous supplies. (i) Audit. (j) Advertising and marketing expenses. (k) Travel. (1) Telephone, postage and freight. (m) Fees, permits and licenses. (n) Utilities, including natural gas, water, electric power, telephones, garbage and trash collection. LA #9897- 3068 -8000 v9 30 3 3 (o) Parking lot maintenance. (p) Necessary start -up materials. (q) Insurance Premiums. (r) Inventory, merchandise, food and beverage. For purposes of this Agreement, the actual amount paid by OPERATOR for the purchase of Liquor as defined in the Concession Agreement (cost of goods) to be sold at the E1 Segundo Golf Facility, and the costs of obtaining license(s) from the California Alcohol Beverage Control Board, are not Direct Costs and are accounted and paid for pursuant to the terms and conditions of the Concession Agreement. Further, there shall not be included in Direct Costs any expense of OPERATOR's corporate office or any compensation or expense with respect to any corporate or regional employees of OPERATOR. In addition, the costs against which OPERATOR indemnifies CITY pursuant to Section 10.2A below shall not constitute Direct Costs. 7.2 Direct Cost Budget. The Direct Cost Budget is the annual budget setting forth all projected Direct Costs and shall be part of the Annual Budget. The Direct Cost Budget may be amended or modified from time to time by the Director, acting reasonably, in accordance with CITY policies and procedures, to LA #9897- 3068 -8000 v9 3 1 reflect actual operating circumstances, after written notice to and consultation with OPERATOR. 7.3 Excluded Operating Costs. Those operating costs which shall be paid by CITY and not included in the Direct Cost Budget include and are limited to the following: A. Possessory interest taxes, if any. B. Those maintenance and /or operating costs that are due to any reason beyond OPERATOR'S reasonable control (an "occurrence of force majeure ") including, without limitation, acts of God, riots, strikes, fires, provided, however, that such expense shall continue only during the pendency of the particular occurrence of force majeure. Such excluded costs must exceed Five Thousand Dollars ($5,000) per incident, and are subject to the prior approval of the Director which approval will not be unreasonably withheld. 7.4 Capital Expenditures. A Capital Expenditure is any expenditure for new or replacement capital equipment or improvements to the E1 Segundo Golf Facility that have a life expectancy greater than or equal to one year and a cost of no less than Five Thousand Dollars ($5,000). A Capital Expenditure is not a Direct Cost and must be approved by the Director, which approval shall not be unreasonably withheld or delayed, before LA #4847- 3068 -8000 v9 32 3399 . , : it may be undertaken provided, however, a Capital Expenditure of Ten Thousand Dollars ($10,000) or more may be made only with the City Council approval, in its sole discretion. The cost of a Capital Expenditure shall be borne by CITY. A list of capital equipment owned or possessed by CITY relating to this Agreement as of the Effective Date is attached hereto in Exhibit D. 8. OPERATOR COMPENSATION 8.1 Fixed Monthly Fee to OPERATOR. During the term of this Agreement, CITY shall pay OPERATOR, on a monthly basis, a fixed amount of $9,000 per month; provided, however, that until February 1, 2005 or such time as the OPERATOR obtains a liquor license (whichever occurs first) the amount shall be $11,000 per month, and provided further that the monthly payment for the month of the Commencement Date and the month of the expiration or termination of this Agreement shall be made pro rata based upon the number of days in the month, and provided further that during the term or renewal of this Agreement, commencing with the third Operating Year, and for each Operating Year thereafter during the term of this Agreement, the amount of the monthly payment payable during such Operating Year shall, at the commencement of such Operating Year, be adjusted to reflect changes during the CPI Adjustment Period in the Consumer Price Index (CPI) issued by the Bureau of Labor Statistics of the LA #9897- 3068 -8000 v9 33 United States Department of Labor for All Urban Consumers of the Greater Los Angeles Area, which adjustment, however, shall not exceed five percent (5s) and shall not be less than zero percent (0s). Said adjustment shall be made annually at the beginning of each Operating Year commencing with the Third Operating Year. A. Revenues. All revenues from green fees, cart rentals, the Golf Course, Driving Range, Pro Shop, Restaurant, merchandise sales, Golf Lessons, equipment rentals, interest income and any other revenues from the E1 Segundo Golf Facility shall be deposited into the bank account described in this Section 8.1. No deposits of E1 Segundo Golf Facility revenues may be made into any other bank account for any purpose or under any circumstances. All revenues shall be deposited in the account on not later than the next business day after such revenues are received by OPERATOR. B. Allowed and Prohibited Payments. The only payments OPERATOR may make from the bank account are for Direct Costs which (1) were listed by OPERATOR in the Direct Cost Budget as a Direct Cost and approved by CITY as part of the Direct Cost Budget, or (2) were not listed in the Direct Cost Budget as a Direct Cost but the same constitutes Direct Costs reasonably and in good faith incurred by OPERATOR not exceeding, however, during any Operating Year in the aggregate an amount LA 84847- 3068 -8000 v9 34 3399 which is five percent (5 %) of the total of amount of Direct Costs set forth in the Direct Cost Budget approved by the CITY for such year provided, however, if such Direct Costs exceed such amount, notwithstanding any provision of this Agreement to the contrary, OPERATOR shall not be obligated to incur such excess and shall not for such reason be in breach of this Agreement. OPERATOR shall make no other payments from the account without the CITY's prior approval, including but not limited to payments for Capital Expenditures or compensation to OPERATOR under Article 8 of this Agreement. In exercising check - writing privileges in relation to the bank account, OPERATOR shall use only the check - writing privileges associated with the bank account and approved by CITY, and no payment in excess of Five Thousand Dollars ($5,000) shall be made from this bank account without the express consent of the Director and the Director's signature on the check, except for the biweekly payroll expenses. Director shall not withhold such consent or signature if CITY is responsible for the payment pursuant to this Agreement. 8.2 Monthly Reports and Transactions. OPERATOR shall provide to CITY monthly reports of the previous month's transactions and financial status of the E1 Segundo Golf Facility. Within twenty (20) days of the end of each month, LA #9897- 3068 -8000 v9 35 OPERATOR shall provide CITY with the following reports and documents: 1. A monthly and year -to -date balance sheet, cash flow report and income statement. 2. A reconciliation between the bank statement and the check register. 3. After review of the above items, the CITY may request reasonable additional reports which detail previous transactions. For the term of this Agreement, CITY shall receive directly from the bank each original monthly bank statement for the bank account and OPERATOR shall receive a copy of the bank statements from CITY. OPERATOR agrees that prior to the Commencement Date it will instruct the bank to deliver the monthly bank statements to CITY and not to OPERATOR. 8.3 Beginning working Capital. On or before the Commencement Date, CITY shall deposit sufficient funds into the bank account described in Section 8.1 to allow Operator to fulfill its obligations under this Agreement. 8.4 Shortfalls in Working Capital. If the OPERATOR determines that the amount in the bank account described in LA #4847- 3068 -8000 v9 36 l Section 8.1 will result in a shortfall in working capital in the bank account due to higher- than - anticipated Direct Costs, the Director shall approve additional CITY deposits, and CITY shall make such deposits, to the bank account. In such an event OPERATOR shall provide any and all financial and accounting information reasonably requested by the Director to document the need for additional deposits. Provided OPERATOR has complied with Section 8.1B, if it is unable to perform any of its obligations under this Agreement because of the failure by CITY to provide sufficient funds to pay Direct Costs or other amounts for which CITY is responsible under this Agreement, such failure of performance by OPERATOR shall not be deemed a default by OPERATOR, and shall not give rise to any right of termination, damages or any other remedy against OPERATOR. 9. BUSINESS RECORDS 9.1 Types of Records. OPERATOR shall maintain a method of accounting for all the revenues and expenses in connection with the operation of the E1 Segundo Golf Facility which shall be in accordance with generally accepted accounting principles correctly and accurately reflect the gross receipts and disbursements received or made by OPERATOR from the operation of the E1 Segundo Golf Facility. OPERATOR shall establish and implement adequate internal controls for this operation. The LA #4847- 3068 - 8000 .,9 37 3 3 9 9 , - -,',,, accounting, including bank accounts, established for the operation of E1 Segundo Golf Facility shall be separate from the accounting used for any other business operated by OPERATOR. Such method shall include the keeping of the following records and documents: A. Regular books of account such as general ledgers; B. Journals including any supporting and underlying documents such as vouchers, checks, tickets, bank statements, etc.; C. Sales tax returns and checks and other documents proving payment of sums shown; D. Cash register tapes for the identification of day -to -day sales; E. Logs showing the dates and times of Driving Range and greens usage and Golf Lessons at the E1 Segundo Golf Facility; and F. Any other accounting records that CITY reasonably requests that are necessary for proper reporting of receipts. 9.2 Audit of Records. All documents, books and accounting records kept by OPERATOR pursuant to this Article 9 with respect to each Operating Year shall be open for inspection by CITY at LA #4847- 3068 -8000 v9 38 J any reasonable time for a period expiring three (3) years after the conclusion of the applicable Operating Year. In addition, CITY or its authorized representative may, from time to time, conduct an audit of the books of the operation of the E1 Segundo Golf Facility covering the three Operating Years immediately preceding the date of the audit and observe the operation of the business. CITY will use reasonable efforts to minimize the interruption with the normal operation of the E1 Segundo Golf Facility during any inspection or audit performed pursuant to the provisions of this Section. 9.3 Annual Financial Statements. OPERATOR shall submit audited financial statements for the operation of the E1 Segundo Golf Facility including a copy of the applicable audited statement of gross receipts and the audit management letter to CITY within one hundred twenty (120) days of the close of each Operating Year during the term of this Agreement. The audit shall be performed by an independent certified public accountant designated by CITY, and the cost of the audit shall be included as a Direct Cost of operation. 9.4 Public Records. All information obtained in connection with the CITY's inspections of the records or audits may be or become subject to public inspection and /or reproduction as public records. LA #4847- 3068 - 8000 .,9 39 I. , 3399 • . 10. INSURANCE AND INDEMNITY 10.1 Insurance. A. Worker's Compensation Insurance. OPERATOR shall obtain and keep in full force and effect, during the term of this Agreement, worker's compensation insurance and employer's liability insurance, for all workers employed by OPERATOR pursuant to this Agreement and in case any work is sublet, OPERATOR shall require its suboperator(s) similarly to provide workers' compensation insurance and employer's liability insurance for all of the latter's employees unless all the employees are covered by such protection afforded by OPERATOR. CITY and its respective officers, agents and employees shall be additional insureds under the policy, whether liability is attributable to OPERATOR or CITY. B. Liabilitv Insurance. OPERATOR shall obtain and keep in full force and effect, during the term of this Agreement, broad form general commercial liability insurance in such form and amounts as may be specified from time to time by CITY and initially in the amount of Five Million Dollars ($5,000,000) per occurrence and per annual aggregate. CITY and its respective officers, agents and employees shall be named as additional insureds under the policy, whether liability is attributable to OPERATOR or CITY. The policy shall stipulate LA #4847- 3068 -8000 v9 4 0 33- that this insurance will operate as primary insurance and that no other insurance effected by CITY or other name insureds will be called upon to cover a loss covered under the policy. C. Commercial Crime Insurance. 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 established by CITY for commercial crime, employee dishonesty, theft, disappearance or destruction of money, funds or other property of, in or at the E1 Segundo Golf Facility and for loss in the event any officer, director, employee, agent or subcontractor of OPERATOR embezzles, steals or otherwise fraudulently or improperly takes or obtains CITY funds, money or property. D. Alcohol Liabilitv Insurance. 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 E1 Segundo Golf Facility and all acts directly or indirectly relating to or resulting from the sale or purchase of alcohol by, on or at the E1 Segundo Golf 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 LA #4847- 3068 -8000 v9 4 1 3Z 99 established by CITY. CITY and its respective officers, employees and agents shall be the insureds or named as additional insureds under the policy, whether liability is attributable to OPERATOR or CITY. E. Property Insurance. OPERATOR shall obtain and keep in full force and effect during the term of this Agreement property insurance, naming the CITY as an insured, insuring, in the full amount of replacement cost, for loss of or damage to the E1 Segundo Golf Facility caused by perils included within the classification of fire, extended coverage, vandalism, malicious mischief, sprinkler leakage and other risk perils which CITY reasonably deems necessary. F. Certificates of Insurance and Endorsements. All insurance coverage provided for under Section 10.1 shall be secured through policies issued by insurance companies of good reputation and of sound and adequate financial responsibility having a general policy holder's rating of not less than "A" and a financial rating of not less than Class VIII in the most current edition of Best's Rating Guide, unless such requirements are waived in writing by CITY. Such insurance companies shall be qualified to do business and in good standing in California. OPERATOR shall complete and file with CITY prior to the Commencement Date, and prior to engaging in any operation or LA #4847- 3068 -8000 v9 42 activity set forth in this Agreement, certificates of insurance and endorsements for all insurance required pursuant to this Agreement which shall provide that no expiration, cancellation, major change in coverage or nonrenewal by the insurance company will be made during the term of this Agreement, without thirty (30) days' written notice to CITY prior to the effective date of such expiration, cancellation, change in coverage or nonrenewal. G. Endorsement Forms. OPERATOR shall file with CITY concurrent with the execution of this Agreement, CITY's standard endorsement form providing for each of the requirements in this Section 10.1. H. Cost of Insurance. The cost of the insurance required by this Section 10.1, shall be a Direct Cost and shall be borne by CITY. 10.2 Indemnity. A. OPERATOR's Indemnity. Subject to Section 10.3, OPERATOR agrees to indemnify, protect, defend and hold harmless CITY and CITY's officers, directors, employees and agents from and against any and all claims, demands, actions, lawsuits, proceedings, damages, liabilities, judgments, penalties, fines, attorneys' fees, costs, and expenses: LA #4847- 3068 -8000 v9 43 i 1. which result from any act or omission constituting negligence or willful misconduct by OPERATOR or any officer, director, employee or agent of OPERATOR in connection with OPERATOR's performance under this Agreement; or 2. which result from any action taken by OPERATOR or any officer, director, employee or agent of OPERATOR relating to the Facility (a) that is expressly prohibited by this Agreement, or (b) that is not within OPERATOR's delegated authority under this Agreement. 3. which relate to or arise from allegations of OPERATOR or any officer, director, employee or agent of OPERATOR engaging in conduct which constitutes unlawful harassment, discrimination or retaliation based upon national origin, race, sex, sexual orientation or any other individual or group status that is protected by federal or state laws. 10.3 Waiver of Subrogation. Notwithstanding any provision of this Agreement to the contrary, CITY shall not assert against OPERATOR, and CITY hereby waives with respect to OPERATOR, any claims and rights of recovery for any loss of or damage to the E1 Segundo Golf Facility arising out of the operation and maintenance of the E1 Segundo Golf Facility, to the extent that LA #4847- 3068 -8000 v9 44 3399 the same are covered by the property insurance maintained pursuant to Section 10.1E. CITY hereby grants to OPERATOR, on behalf of any insurance company providing such insurance, a waiver of any right of subrogation which such insurer may acquire against OPERATOR by virtue of payment of any loss under such insurance. CITY shall give notice to the insurance company providing such insurance of the release and waiver of subrogation contained in this Section 10.3, and CITY shall authorize each such insurance company to provide a written subrogation waiver indicating that such insurance company waives all right of recovery by way of subrogation which such insurance company may acquire against OPERATOR. 11. REPRESENTATIONS AND 11.1 Accuracy of Representations and warranties. OPERATOR and CITY represent and warrant to the other that each on its part is authorized to execute this Agreement and that the representations and warranties of such party contained in this Agreement do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein not misleading or incomplete. 11.2 Survival of Representations and Warranties. OPERATOR and CITY represent and warrant to the other that the representations and warranties made by such party shall be true LA #9897- 3068 -8000 v9 45 as of the date the Agreement is executed and thereafter and shall survive the execution, performance and termination of this Agreement. 12. MISCELLANEOUS 12.1 Entire Agreement. This Agreement and the documents expressly referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersede any prior agreement or understanding among the parties with respect to such subject matter. 12.2 Severability. If any provision of this Agreement or the application of such provision to any party or circumstance, shall be invalid, the remainder of this Agreement or the application of such provision to other parties or circumstances shall not be effected thereby. 12.3 Notices. All notices, requests, demands, consents and other communications required or permitted to be given by this Agreement shall be in writing and personally delivered or placed in the United States mail, properly addressed and with full postage prepaid, certified and return receipt requested. Such notices shall be deemed received at the earlier of (a) the date actually received, or (b) five (5) business days after such mailing. Such notices shall be sent to the parties at the LA 44847- 3068 -8000 v9 4 6 �r following addresses, unless other addresses are furnished by appropriate notice: LA #4847- 3068 -8000 v9 47 If to CITY, to: City of E1 Segundo 350 Main Street E1 Segundo, California 90245 Attention: City Manager If to OPERATOR, to: Lane Donovan Partners,LLC 1800 Carbon Canyon Road Chino Hills, California 91709 Attn: Mike Donovan 12.4 Assignment: Subcontract 3 3 9 9 • , ; The OPERATOR's expertise, experience, financial background as well as the number of golf course properties currently operated by the OPERATOR were material and significant with respect to the CITY's decision to enter into this Agreement with the OPERATOR. Accordingly, the OPERATOR may not assign any of its rights or obligations under this Agreement. 12.5 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall constitute one in the same instrument. LA #4847- 3068 -8000 v9 48 3399 12.6 Headings. The article and section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 12.7 Construction. This Agreement shall be construed and enforced according to the laws of the State of California without regard to any otherwise governing principals of conflicts of laws. This Agreement shall be construed neutrally and not in favor or against any party. 12.8 Amendment. This Agreement shall not be modified or amended except by a written agreement executed by both of the parties. 12.9 Further Actions. Each party shall take such further actions as may reasonably be required to implement the provisions of this Agreement. 12.10 Independent Contractor. OPERATOR is and shall at all times remain as to the CITY a wholly independent contractor. The personnel performing services under this Agreement on behalf of OPERATOR shall at all times be under OPERATOR's exclusive direction and control. Neither CITY nor any of its officers, employees or agents, shall have control over the conduct of OPERATOR or any of OPERATOR's officers, employees or agents, LA #4847- 3068 -8000 v9 49 except as set forth in this Agreement. OPERATOR shall not at any time represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the CITY. OPERATOR shall not incur or have the power to incur any debt, obligation or liability whatever against CITY, or bind CITY in any manner. 12.11 Facility Names. The E1 Segundo Golf Facility shall be known by such trade name and /or trademark or logo as may from time to time be determined by CITY. All names, logos and designs used at the E1 Segundo Golf Facility shall be the exclusive property of CITY. However, during the term of this Agreement, OPERATOR shall have a non - exclusive license to use such names, logos and designs in connection with the operation of the E1 Segundo Golf Facility. LA #9897 - 3068 -8000 v9 50 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written at El Segundo, California. CITY OF EL SEGUNDO ATTEST: C' y C1 rsaa�i a�rara , M- M JS La�' Its: LA %4847- 3068-8000 v9 51 3399 . a . EL SEGUNDO GOLF FACILITY AGREEMENT - EXHIBITS A. Diagram of the E1 Segundo Golf Facility. B. Golf Course Manual and the Maintenance Specifications. C. Golf Course capital Equipment List. LA #9897- 3068 -8000 v9 52 mmr� EXHIBIT A C CITY BUILDING IN PARKING AREA -1,COTY PARKING AREA ,vP PARCEL P.M. 17749 -c FNELC /O' ttti EMBIT B CITY OF EL SEGUNDO THE LAKE S _rte EL SEGUNDO GOLF COURSE MANUAL 4s .. CITY OF EL SEGUNDO GOLF COURSE MANUAL Pu pose The purpose of the Golf Course 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 generate revenue for the City. 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 which 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 which 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. Page 2 3399 • s Table of Contents DEFINITIONS................................................... ............................... 4 I. GOLF SHOP OPERATIONS ......................... ............................... 5 II. FOOD & BEVERAGE OPERATIONS ............. ............................... 8 III. GOLF CART OPERATIONS ......................... ............................... 10 IV. STARTING AND MARSHALING .................. ............................... 10 V. COURSE RULES, REGULATIONS AND ETIQUETTE ....................... 17 VI. TOURNAMENTS ...................................... ............................... 20 VII. SCHOOL TEAM PLAY ............................... ............................... 24 VIII. JUNIOR GOLF PROGRAM .......................... ............................... 26 IX. RECOGNIZED CLUBS ............................... ............................... 28 X. DRIVING RANGE OPERATIONS .................. ............................... 29 XI. LESSON PROGRAMS ................................ ............................... 30 GOLF COURSE MAINTENANCE SPECIFICATIONS .. ............................... 31 Page 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 Practice Tee, Inc. will hereinafter be referred to as "OPERATOR." 3. The Lakes at El Segundo Golf Course and Driving Range will hereinafter be referred to as the "Course ". 4. El Segundo Golf Club, Inc., 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 "Log Book." 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 an employee of, report directly to, and receive instructions and guidance from the OPERATOR. 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 I. GOLF OPERATIONS A. Operating Philosophy 1. Operating Goal a. Provide quality service in all activities to insure the enjoyment of all patrons, and to generate revenue for the City. 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: t) Pro shop sales 2) Hand cart rental and maintenance 3) Golf Club Rentals 4) Lesson promotion and programs 5) Course marketing activities 6) Driving range operations 7) Starting, course Marshaling, tournament promotion and booking activities 8) Cleanliness and maintenance of the facility 9) Customer relations 10) 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 revenue, as per management agreement 2) Tournament bookings 3) Lesson activity 4) Rounds of golf 5) Cart usage 6) Daily weather 7) Starting times 8) Driving range revenue Page 5 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 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 and 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 meevrequirements 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. Page 6 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 Marshal Program at the Course. h. Ensure that golf be taught only by qualified instructors. i. Hire, discipline and discharge insubordinate personnel. j. Plan and schedule the assignment of personnel to cover a seven day per week operation. k. Ensure that carts are maintained and in operable and safe condition. 1. Recommend public safety measures and maintain a continuous safety program in compliance with the California Occupational Safety and Health Act (CAL /OSHA). M. Provide maximum security for all maintenance buildings and equipment, service yards, materials, supplies, and, especially, toxic chemicals. 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. Page 7 -, W 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 Log Book 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 member in a supervisory capacity. H. FOOD & BEVERAGE OPERATIONS A. Operating Philosophy 1. Operating Goal a. Provide quality breakfast, lunch and dinner service to insure 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 margips and offer dining commensurate with wants and needs of the patrons. 5. Accountability a. Establish and maintain accurate records regarding restaurant revenue. Page 8 J- 6. 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. 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. C. 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. d. Ensure that alcoholic beverages be served by licensed food servers of legal age. i. Hire, discipline and discharge insubordinate personnel. j. Plan and schedule the assignment of personnel to cover a seven day per week operation. k. Ensure that kitchen equipment is maintained and in sanitary, operable, and safe condition. Page 9 399. IS FJ 1. Recommend public safety measures and maintain a continuous safety program in compliance with the California Occupational Safety and Health Act (CAL /OSHA). n. Report any emergency, unusual condition or incident to the Course Manager immediately. o. Inspect the Restaurant daily to ensure proper maintenance, cleanliness and operation. P. 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. 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 food and beverage services. 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. W. STARTING AND MARSHALING A. Starter Responsibilities 1. 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. Page 10 Use every expedient at his /her command to keep the golf operations running efficiently and without undue delay or commotion. 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 Starter Sheet for every golf player on the golf Course. Inform each golfer to retain his /her cash register receipt throughout his /her round of golf play as he 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. 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. 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. Note in the Log Book 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 golfers called from the waiting list of the players with whom they will be playing. 13. Inform the first golfers of the day to keep their 9 hole play under I- 1/2 hours, and golfers later in the day to keep their 9 hole play under 2 hours. 14. Practice good housekeeping while on duty by keeping the Starter area clean. Page II o� 13. 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. C. Marshaling Responsibilities OPERATOR shall provide the services of a Marshal to be on duty at all appropriate times, with the exception of periods of inclement weather. OPERATOR shall submit a proposed schedule of Marshal services for the Director's approval, disapproval or conditional approval with submissions of the annual budget. The services of the Marshal may be provided by volunteers. The primary purpose of the Marshals' 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. Marshaling duties shall be scheduled on a quarterly basis and so reported on the Quarterly Starter Schedule. Daily Marshaling time will be logged in the Log Book. 3. Under no circumstances will playing golf be considered as course Marshaling during the scheduled work week. The Marshals will require players to maintain their position on the Course to speed up play and verify that golfers have required equipment. 5. Players will be required to observe golf course etiquette, replace fairway divots, rake sand bunkers and repair ball marks on the greens. The Marshals will assure safe practices by all golfers. 6. The Marshals will enforce regulations concerning the use of electric hand and pull carts. 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 gieens, as we are striving to maintain excellent playing conditions. D. Non Reserved Players Policy Golfers who do not have a reserved starting time must register with the Starter on the daily waiting list (Call Sheet) prior to play. Page 12 3399 Golfers without reservations who are at the Course and ready to play may register on the Call Sheet as a single or in groups of two, three, four, or five (upon Starter's discretion). 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 Starter 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 /Call Sheet 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. 8. The Starter will call players to the tee by the starting time number marked on their cash register green fee receipt, and by name. 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 1. Starting time reservation requests for daily play will be accepted at the Course Starter's office up to one week in advance of playing date desired. Requests may be made, in person or by phone, from 6:00 a.m. every day of the week. The first 30 minutes of each day's 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. Page 13 3309 9 . x 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. When golfers are lined up at the Starter's window to make reservations, two requests will be taken from the line and one from the phone. This procedure will continue until the line is exhausted. Thereafter, reservations may be made in person or by phone on a first -come, first -served basis until all reservations for the playing date are issued. (A sign setting forth this reservation' procedure will be conspicuously displayed in the Starter's office.) 3. 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. 4. 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). 5. The name of the person making the reservation will be penciled in on the Starter sheet opposite the time assigned. On the day of play, the Starter will record all players names in ink as their green fees are collected. 6. 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. 7. 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. 8. Permanent starting times will not be assigned at any time, however, the OPERATOR may have one reserved time per hour on Saturday, Sunday and holidays to allow fei possible human error during the reservation process. Page 14 9. If, for any reason, the Course is closed the entire day, all golf play reservations for that day will be canceled. If the Course is closed only temporarily, players whose reservations are the earliest starting time of the day will be the first group off the tee and all other times will follow in sequence. 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. 10. 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. 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. The Recreation Division will request the tee time from the golf pro shop 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 for public inspection. The record shall include date, time, purpose, and name of participants. 11. 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 either weekend or weekdays. 12. Conflicts will be referred to the Recreation and Parks Commission for resolution. F. Hours of Operation Course will open 1/2 hour prior to daylight and close at dark. a. Approximately (Summer- Spring) 5:30 a.m. -8:00 p.m. b. Approximately (Winter -Fall) 6:00 a.m. -5:00 p.m. Page 15 a9 V. COURSE RULES, REGULATIONS AND ETIQUETTE A. General �i 1. The following activities are prohibited on grounds or facilities except as authorized by OPERATOR or City. 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. Throwing trash (paper cups, candy wrappers, etc.) anywhere on the Course is prohibited. 4. It shall be unlawful for any person to loiter on the premises, and unauthorized persons are not permitted. 5. Dogs, cats, or any other animals shall not be brought on the Course under any circumstances. 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. Reserved parking may be provided for the Starter, Golf Professionals and Course Manager within the clubhouse parking area. 10. If necessary, the El Segundo Police Department may be called upon for assistance in enforcing these' eegulations. 11. Holes must be played in sequence, and a golfer in the wrong fairway must give way to players playing that hole. 12. No more than one golfer shall play out of one bag. Each player must have his /her own set of clubs. Page 17 330 13. It is the responsibility of each player to replace divots, rake and smooth traps, and repair ball marks or other damage on the greens. 14. Golfers are responsible for injuries or damages resulting from their golf shots. 15. Starter shall have the right to allow spectators only for special events with prior approval from the City and OPERATOR. 16. 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. 17. OPERATOR reserves the right to cancel playing permits for individuals or organizations using Course facilities if at any time conditions justify such action. 18. 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 Appropriate golf attire must be worn at all times. a. Swim trunks and bathing suits are not allowed in the clubhouse, or on the Course and Driving Range. b. Shirts must be worn on both the Course and Driving Range at all times. C. Undershirts, tank tops and halter tops are not allowed. d. Short shorts, cut -offs, and jogging shorts are not acceptable. e. Shoes worn on the Course must be appropriate for golf. f. In addition to these specific guidelines, it is up to the discretion of the Starter to determine appropriate golf attire. g. Marshals will assure that these guidelines are adhered to on the golf Course and Driving Range. Page 18 a ix 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 an adult responsible for child. At the discretion of the Starter, 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 cash register 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. Page 19 -3-699 . e a; VI. TOURNAMENTS A. General Information 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 subject to the approval of the Director of Recreation and Parks,. 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. 4. All pre - scheduled tournament events will be charged at the current daily fee per player. Any discount rates will not apply with an exception to the Recognized Clubs. 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. 8. 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. t0. Tournament sponsors are liable for any personal injury, property damages or repairs resulting from tournament play. Page 20 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. All scheduled tournaments will be posted on the Course bulletin board for information to the general public at least two weeks in advance of the tournament dates. 13. The following information on each scheduled tournament will be entered in the Log Book 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. 14. All scheduled tournaments shall be encouraged to purchase prizes from the golf shop per the fee schedule. Any discount rates will not apply. 15. The El Segundo Recreation and Parks Commission will be briefed on all tournaments scheduled quarterly. Reports will be given by the Director of Recreation and Parks or Course Manager at the regularly scheduled Commission meetings. B. Permit Procedures Tournament requests will be taken beginning the first month of the year for the following year, (i.e. January 1, 1994 for January 1 through December 31, 1995). No tournament will be confirmed until the following: a. A tournament contract is signed by the organization representative booking the tournament and the OPERATOR. b. A check for 10 % of the total charges for the tournament is received. These fees must be received along with the signed contract. C. The total remaining feesanust be paid in full no later than 15 days prior to the scheduled tournament or the tournament will be canceled. 3. The 10% deposit may be waived at the discretion of the OPERATOR. Page 21 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. 5. The Recognized Clubs may have one (1) multiple -day event per year for their club championships. 6. In order to receive a refund of the 10% deposit, OPERATOR must receive written notification of cancellation at least 60 days prior to the date of the scheduled tournament All tournament fees are calculated on the current fees charged on the day the tournament is held. These fees are subject to change requiring no notification to the organization or individual responsible for booking the tournaments. On receipt of tournament fees within the time allocated, the OPERATOR will immediately fill out and sign the approved two -part receipt for the fees paid. The original copy will be sent to the applicant and one copy will be placed on file with the contract. Receipt of payment will be noted in the Log Book 9. Starting times for which advance payment has been made and for which a Tournament Contract has been executed will be blocked out on the Starter Sheet for the day of the tournament. C. Tournament Categories Prepaid use a. 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 a. Shotgun tournaments (tournaments where all golfers start at the same time on a different hole) may be permitted under certain conditions and restrictions and must be approved by the OPERATOR and ark subject to the following requirements: 1) Generally must be held Monday through Thursday only. 2) Pay for a minimum of 72 players (based on 36 players per hour). Page 22 3J I 3) Shotgun tournaments are not generally exclusive -use tournaments and the playing privilege cannot be transferred to any other group. Starting times after the tournament will be made available to the general public, and the OPERATOR reserves the right to fill incomplete foursomes within the tournament group from the daily Call Sheet. 4) Course manager can book four (4) weekend Shotgun tournaments per year. Group League Play a. Group play must be approved by the OPERATOR and is subject to the following restrictions: 1) Permitted Monday through Thursday only, exclusive of holidays. 2) Must pay prevailing tournament and green fees. 3) May tee off after 4:00 p.m. 4. Junior Tournaments a. The OPERATOR may schedule an annual City sponsored Junior Tournament for boys and girls who are not yet 18 years of age. Participating junior golfers will pay a special discounted tournament entry fee to the OPERATOR. Course Manager will coordinate appropriate varsity golf team practices and league matches during their golf season. (High School and College.) D. Accounting The Course Manager will receive payment for tournament fees by mail or in person at the Course. In the absence of the Course Manager, the Starter on duty may accept payment and issue appropriate receipts. 2. On the date of the tournament, elay will be recorded on that day's Starter 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 cash register receipt. Page 23 49` Vlll. 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. 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. Applications will only be accepted from schools within the El Segundo School District boundaries. 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. 4. School golf teams will not be allowed on the Course unless accompanied at all times by a gulf 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 for a period of twenty weeks between January I and May 31 of each year. Page 24 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. Only one match may be scheduled on any one day. 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. Page 25 wY i VIII. 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 Course. 3. Ensure an ongoing program in sports (specifically golf) development. Junior Certification Program of education for young people interested as a contribution to their own personal The Certification Program for junior golfers under 16 years of age is the responsibility of the OPERATOR. The Certification Program is designed to improve the golfing skills of junior boys and girls, and to enhance their knowledge and awareness of the rules of golf, golf etiquette, and golf course care. 3. To complete the Certification Program, junior golfers must: a. Take and pass a written examination on USGA Rules of Golf, golf etiquette, and golf course care. b. Successfully demonstrate their golfing skill and ability on the driving range and the putting green. C. Become familiar with and understand the Course Rules and Regulations. 4. Appropriate study material covering the subjects included in Certification Program written examinations will be made available to junior golfers through the OPERATOR. Certification applicants will be encouraged to read and study the material provided before taking the written examination, and study material will be returned to the OPERATOR for reissue to other applicants. 5. Each junior under 14 years of age will also be required to complete one semester of junior golf instruction and /or be able to pass a field playing proficiency test to be administered by one of the professional staff at the Course. 6. The OPERATOR will present a junior Certification Card to each applicant who successfully completes the Certification Program. Page 26 J 1-5 � 20 7. Notification of the junior Certification Program will be posted on the bulletin board and in the Starter office, and all required information will be recorded on the approved index card by the OPERATOR. C. General Policies 1. The OPERATOR will be required to conduct junior "swing classes" on a once per week basis. Six of these classes must be offered at no charge to the public every year. 2. The OPERATOR is required to establish, promote, and maintain: a. A Junior Golf Club. b. Four Junior Golf Tournaments per year. 3. Juniors will be defined as a child between the ages of 5 and 18. 4. Parental permission will be required for Junior Golf participation. Page 27 77 99 e ,a 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 only recognize three separate clubs. They are as follows: a. One Men's Club b. One Women's Club C. One Junior Club 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 and the City. 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. Page 28 J's a . m� 10. Reservation privileges for the Recognized Clubs' members will be limited to the reservation policy established in this manual. 11. Organized tournament privileges for Recognized Clubs will be limited to policies established in this manual. X. DRIVING RANGE OPERATIONS A. Hours of Operation 1. The driving range hours of operation will be at the discretion of the OPERATOR, subject to City approval which will not be unreasonably withheld. B. General Policies 1. The OPERATOR shall provide a quality of range ball that will meet the needs and desires of the golfers. 2. The OPERATOR will be required to maintain the following amenities for the patrons' enjoyment: a. Properly maintained standing mats and brushes. b. Accurate and aesthetically pleasing yardage indicators. C. Signs indicating safety procedures for all patrons. d. Adequate quantities of range balls to allow for peak usage periods. 3. The OPERATOR shall have clubs available for rental use on the driving range. Page 29 3399 w XI. LESSON PROGRAMS A. Purpose 1. To provide a service to all levels of golfers so that they may enjoy golf by improving their individual skill levels. 2. To provide a means of introducing new golfers to the game of golf therefore improving revenue potential and Course usage. 3. To provide different types of instruction to fit the needs and incomes of all people desiring to play the game of golf. B. Types of lessons available The OPERATOR is required to provide the following types of professional instruction: a. Private instruction available by the half hour or in a series structure. b. Junior golf "swing classes" for beginners at least once per week on a perpetual basis. C. Adult group lessons for beginning, intermediate, and advanced players on a perpetual basis. d. Periodic clinics for the Recognized Clubs demonstrating various aspects of the golf game. e. Six hours of gratis group swing instruction for the junior golfers every year. f. Playing lessons. Page 30 Golf Course Maintenance Specifications A. The OPERATOR, or the third party CONTRACTOR, 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). 1. 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. Quarterly soil tests for pH, P and K. B. The CONTRACTOR shall provide the appropriate supervision for course maintenance. 1. A qualified Class "A" Golf Course Superintendent shall be responsible for supervising the maintenance of the facility and shall be on site during at least four (4) hours per day (5 days per week). Any change in this schedule must be approved by the Director of Recreation and Parks. 2. A crew of sufficient size to maintain the course in accordance with the specifications herein shall be retained on a full time basis. OPERATOR shall be provided names of crew members and the supervisor. 3. An emergency duty contact person shall be provided at all times. C. The CONTRACTOR 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 Page 31 1 ­ 99 , s, CONTRACTOR 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 CONTRACTOR shall be responsible for mowing, watering, aerating, vertical mowing, fertilizing, top - dressing, pest control and repair as specified below. a. Mowine: (1) During the peak growing season (April through October), mowing shall be done seven (7) times per week. During the period of slow growth, (November through March) mowing shall be done at least five (5) times per week. Height of cut and frequencies may be modified from time to time as deemed necessary by the golf course superintendent subject to approval of The TPT El Segundo, Inc. 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 1/2 ". b. Watering of Greens: (1) The CONTRACTOR shall water the greens as necessary to keep the grass in optimal growing condition. Page 32 (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 CONTRACTOR 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 CONTRACTOR shall top dress each green in the Spring and Fall (two times per year) using sand same as that used for construction. Sand shall be applied at the rate of approximately one (1) yard of materials per green in each'top- dressing process. Greens shall not be closed for top - dressing. d. Aerating of Greens, The CONTRACTOR shall aerate each green not less than four (4) times each year, using a Ryan Greensaire 24 or equal. Each green may be closed for not more than two (2) hours during each aeration. 36 cores, 1/2" diameter per square foot shall be removed to a disposal area designated by the OPERATOR. Fertilizing Greens- (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, and no less than twelve (12) pounds of nitrogen per 1,000 square feet per year are to be applied. (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- P2)5 -K2 as in Best Turf Supreme 15 -4 -7 or equal shall be maintained. f. Overseeding• (1) Seeding of the greens with bentgrass at the rate of two (2) pounds per 1,000 square feet shall'be done at least twice (2 times) annually at optimum germination and growth periods. (2) Seeding of the greens surrounds with perennial rye grass at the rate of fifteen pounds per 1000 square feet shall be done when climatic conditions are favorable for germination and growth. Page 33 (3) Renovating of putting surfaces and surrounds shall be done prior to applying seed and followed by a light top dressing. g. Insect and Disease Control, (1) CONTRACTOR shall have the soil analyzed within thirty (30) days after the start of the term of the Agreement, twice a year for greens, once every three (3) years for tees and once every three to four (3-4) years 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 CONTRACTOR. (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 Gree • The CONTRACTOR 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 bentgrass. i. Repair of Greens- Any damage done to the greens from any source which affects the putting surface shall be repaired immediately by the CONTRACTOR. In the case of voids or bare areas in the grass cover of the green, all such areas shall be sodded with bentgrass sod. j. Other Greens Requirement• (1) The CONTRACTOR shall repair ball marks on all greens on mowing days. Page 34 2. (2) The CONTRACTOR shall change the pin placement on the greens every day, setting pins long with tee blocks short and visa versa. Tee Maintenance• Tops of tees shall be mowed separately from tee sides and slopes. I ,,'I�j a. Mowing: 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 or more often depending upon growth conditions. 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 CONTRACTOR shall not use a Triplex Reel Mower intended for the mowing of tees. A Toro Reelmaster 216, or equivelant, is acceptable. b. Watering 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 CONTRACTOR where necessary to augment the automatic irrigation system. C. Aeration: (1) Tees shall be aerated three (3) times per year using 5/8" or 1/2" tines. Penetrating at least 3" and yielding 36 or more holes per sq. ft. d. Verticutting: Vertical mowing shall be done whenever levels exceed 1/2" thickness. e. Top Dressing: They should be top dressed twice (2) per year using 1/4 yd. of 10/70 sand per 1000 sq. ft. per application. f. Repairing 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. Page 35 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 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. i. Weed Control on Teea and A rQ ons• The tees and aprons are to be kept free of broadleaf weeds, crabgrass, dallis grass, coarse fescues, kikuyu grass, and quack grass at all times. j. Overseedilti 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. Range and Shoulders of and Aprons 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. 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 CONTRACTOR 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. Page 36 r b. Watering of Fairways /Driving Range: Fairways and the driving range are to be watered as necessary to keep the grass in optimal playing condition. C. Aerating of Fairways /Driving Range• The fairways shall be aerated a minimum of three (3) times per year, using an aerator with 3/4" tines on 6" centers penetrating 3" deep. 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. e. Fertilization of Fairways /Driving Range• (1) The fairways and driving range are to be fertilized in increments of one (1) pound of cold water soluble nitrogen per 1000 sq. ft. per application with phosphorous, potash and trace elements, sulphur and calcium. (2) Fairways and the driving range are to be fertilized six (6) times per year. 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. Roughs Maintenance: a. Mowing: 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'two (2) times per year or more often if needed using 3/4" tines on 6" centers penetrating 3" deep. C. Fertilization: Fertilizer shall be applied six (6) times per year with a fertilizer for vigorous growth of bermuda grass in an approximate ratio of 4 -1 -2 of Nitrogen, Phosphorous and potash. Best Turf Supreme 16 -6 8 or equal at 2751b. pr acre shall be provided. Page 37 3 -39 .s 5. 6. 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 with as soon as possible. Driving Ranae Maintenance, Driving Range Target Greens: SAME AS FAIRWAYS. The turf of the target greens in the driving range consists of Hybrid Bermuda Grass (Cynodon dactylon, Sp. TIF 419) which differs from the turf of the overall area which is Common Bermuda Grass. Maintenance of the target greens in a color and texture of a regular golf - course green is necessary in order to provide practice conditions for golfers that resemble actual playing conditions. a. In order to provide the condition of the target greens as described above, the following maintenance procedures shall be implemented: (1) Mowing: Utilize same mowers on target greens as for golf course tee maintenance. Set cutting height one -half (1/2) inch and mow three (3) times each week. Clippings of each mowing shall be collected and broadcast onto the range turf. (2) Verticutting: In order to prevent thatch buildup, the tops of the greens shall be verticut two (2) times monthly. Verticutting consists of slicking grooves in the greens just through the thatch layers three - quarters (3/4) inch apart. Thatch cuttings shall be broadcast onto the range turf in the same manner as are mower clippings. Sides and slopes of the greens shall receive the same dethatching as above only once a month. (3) Fertilizing: Sixteen (16) pounds per year of nitrogen per one thousand (1000) square felt is required to maintain the health and cover of the Hybrid Bermuda in the target greens. The CONTRACTOR shall use a slow - release product for application of the above amount of nitrogen, plus, phosphate, potassium, sulfur and iron. "Best Turf Supreme ", or equal, shall be applied at the rate of five (5) pounds per one - thousand (1,000) square feet of turf measured by area to the bottom of each green's slope. Page 38 SY t The CONTRACTOR shall perform this application twice monthly, twenty -four (24) applications per year. Mist irrigate after each application. (4) Aeration and Winter To dressing Aeration consists of punching out plugs three - eighths (3/8) inch in diameter for target greens, thereby creating holes not less than three (3) inches deep or not less than six (6) inch centers across the top surface of the green, removing the plugs and broadcasting them onto the range turf. Top dressing consist of putting down a uniform even one - quarter (1/4) inch layer of sand mix after aeration of the greens turf. Top dressing shall be applied by the CONTRACTOR at a rate of three quarter (3/4) cubic yard of the following: - 50% twice washed sand, - 25 % sandy loam, - 25 % nitrolized decomposed fir bard, particles less than one- quarter (1/4) inch in size. Sand shall pass by U.S. Seive 35 - 60. Sand and humus must be uniformly blended. The above described procedure shall be provided by the CONTRACTOR twice a year. One procedure shall be in the Spring (April or May); one shall be in the Fall (October or November) for Winter greenness. The Fall procedure shall provide an over seeded application of Perennial Rye Grass evenly broadcast at a rate of sixteen (16) pounds per one - thousand (1,000) square feet applied one -half (1/2) prior to topdressing and one -half (1/2) after topdressing, all lightly irrigated four (4) times daily for ten (10) days thereafter, then regular irrigation thereafter. Sand TraW. a• Raking: Sand bunkers shall be raked smooth daily either by hand or mechanically by a "Sand Pro" or equal. b. EdjzinjZ : 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. C. Sand Replacement Sand of the same quality as used in greens top dressing shall be replaced as necessary on an semi - annual basis. Maintaining at least a uniform depth of (4) inches. Page 39 9 . 8. Trees. Shrubs. and Other L&UdffApiUL a. The Lessee will be responsible for the maintenance of all the landscaping at the complex. b. All landscaped planter areas shall be kept weed free. C. All trees and shrubs shall be pruned as necessary to provide ease of play on the Course and accepted aesthetic values throughout. The CONTRACTOR shall replace trees damaged by wind, etc. and provide staking as necessary, at no cost to the OPERATOR. d. The CONTRACTOR shall irrigate all tree shrubs and other landscape plants as necessary to maintain them in the optimum conditions for growth. e. The CONTRACTOR 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. f. The CONTRACTOR agrees to maintain any and all new landscape plantings made on the golf course during the term of this agreement at no additional cost to OPERATOR. g. Pruning: 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. 9. Irrigation SygM 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 appearance and in accordance with a schedule agreed to by the Page 40 OPERATOR and the CONTRACTOR. 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. 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. C. The CONTRACTOR 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). f. A soil probe or tensiometer shall be used to determine the soil moisture content in various areas. g. CONTRACTOR shall observe and notice deficiencies occurring from the original design and review these findings with the OPERATOR so necessary improvements can be considered. It. CONTRACTOR shall repair all leaking or defective valves within twenty-four (24) hours following notification from the OPERATOR of such a deficiency. i. 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 CONTRACTOR shall be as follows: (1) Greens (2) Tees (3) Fairways (4) Other turf and landscaped areas Page 41 E 7 g9 10. Lake Maintenance: a. Edein¢: Growth retardant may be used on the edges to inhibit growth. Edging shall be scheduled on an as needed basis. b. Litter Control- Lakes shall be inspected on a daily basis and trash and debris shall be removed as needed. 11. Non - Horticultural Maintenance Related to Play on the Course a. The CONTRACTOR 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. b. Cups: During the peak growing season, cups shall be changed seven (7) times per week and during the off season a minimum of five (5) times per week. 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 Monday, Wednesday, Friday, Saturday and Sunday. The towels for the ball washers shall be changed on the same schedule, with clean towels furnished each time. e. The CONTRACTOR shall have the responsibility to mark temporary hazards, out -of- bounds areas, and other course conditions as they occur or are required by tournament play. Definition of tournament requirements will be furnished by the Starter staff in the Pro Shop at the clubhouse of the golf course. Page 42 J1 12. Maintenance of Improvements Eauioment Etc Not Related to Play on the Golf Course a. The CONTRACTOR shall sweep all areas of areas of the parking lots not swept by the sweeping CONTRACTOR and around the clubhouse on a weekly basis. The CONTRACTOR 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. C. The CONTRACTOR 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. d. The CONTRACTOR will be responsible for the daily litter cleanup on all paved surfaces of the Course. e. The CONTRACTOR 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 CONTRACTOR shall be responsible for keeping all surface drain lines open and functioning. 13. Miscellaneous Items• a. Driving Rangy 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 ad 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. 14. Items Not Included: The following itemsttvill be funded out of the capital improvement fund and authorized by the City of El Segundo 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 Page 43 approved by The Lakes Management Company, Inc. b. Sprinkler. Valve and Controller Replacement Replacement of worn -out or non repairable valves, sprinklers or controllers shall be approved by The Lakes Management Company, Inc. C. PUMV 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 The Lakes Management Company, Inc. Lighting Systems: Range, Course, parking lot and all exterior lighting will be the responsibility of The Lakes Management Company, Inc. 15. Other Required 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. The use of herbicides or contact sprays of any kind to keep grass maintained at the base of trees must be approved by the OPERATOR. Pruning of trees by CONTRACTOR 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- 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 ano safety regulations, including special licensing requirements in the use'ind 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. Page 44 -' ' g. Protect golfers from injury and the golf course from damage in periods of frost, rainy weather, and other unusual conditions at all times. CONTRACTOR shall not close the course to play without first consulting with the resident golf course manager and coming to a mutual agreement. If for whatever reason, a mutual agreement cannot be reached the final decision will be made by the OPERATOR (Director of Recreation and Parks or his authorized representative). 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. The Golf Course Superintendent shall prepare and file a weekly Maintenance Report (see "Exhibit B ") and forward a copy of same to the Director of Recreation and Parks or his authorized representative. 1. Supervise public parking lot sweeping CONTRACTOR which is paid by the OPERATOR. M. Inspect the following frequently and report deficiencies to OPERATOR as necessary to ensure prompt repair or correction. (1) All area lighting systems for safe and functioning conditions. (2) All golf course buildings and accessory structures for structural repairs and maintenance not required by CONTRACTOR as described in this Agreement. Page 45 The Lakes @ El Segundo ffiIBIT C 3 7 9 9 A/C 1506 - Equipment - Range Purchase Pre -soak 3600 3,165.18 Range Servant Date Description 173.09 Vendor 7/23/02 Benches 3,174.68 WW Grainger Dec -96 Ball dispenser - upper deck 4,365.81 Range servant - exc sales tax DeC-96 5860 card reader - upper deck x413'90 Range Servant - exc sales tax Sep -97 RS- Washer ball washer 2,781.43 Mft Range servant - exc sales tax A Sep -97 2 -micro key reader 1,380.00 Range servant - exc sales tax Sep -97 2 - coin validators 390.00 Range Servant - exc sales tax Sep -97 Micro key programmer 782.00 Range servant - exc sales tax 2/20/01 Pre -soak 3600 3,165.18 Range Servant 7/30/02 Propicker gator bracket 173.09 Deronet 7/23/02 Gas Can Cabinet and 3 Can., 712.10 WW Grainger 12/4/02 Hi speed sweeper 324.74 Sears, 8/14/03 Ball Washer 3,220.44 Range ServantN 8/14/03 Propicker 5 Sect, 2 Baskets 3,613.14 Southwest Syntt 'ic Turf . 8/28/03 Ball Machine 1,206.73 Range Servanl� 8/28/03 Ball Machine 15,639.08 Range Servant, . 8/28103 Install Ball Machine 161.93 Coles Rental, 8/29103 Propicker Part 75.19 Southwest Synthetic Turf The Lakes @ El Segundo Account 1507 - Equipment - F & B Purchase Date Oct -96 Jul -96 Feb -98 May -98 Aug -98 Sep -98 3/20/01 3/31/01 4/26/01 4/19/01 5/25/01 7/2/01 10/22101 10/11/02 5/29/02 9/30/02 9/30/02 2/3/04 3/26/04 Description $ Vendor RANGE 3,648.46 Yamaha Golf Car, — GRIDDLE PLATE W/ RANGE 324.75 1,913.32 POTS /PANS MISC 3,097.51 . ELECTRIC WIRING 1,325.00 ELECTRO CONST Refrigerator 4,828.55 Tepper Reclass 1,000.00 1,500.00 KLM Inc. 1,500.00 Gold Coast Draft 1,204.73 Gold Coast Draft Reburish 14 tables 410.00 Primo Property Maint Reburish 52 chairs 520.00 Primo Property Maint Refinish counter top 250.00 Primo Property Maint 12 tabletops , 1,843.56 Nest Day Gourmet Audio /visual cart 50 chairs Beverage Cart Patio Furniture Dishwasher Heater Booster Refrigeration Overall Cash Register Ice Machine Sandwich Prep Refrigerator 253.57 American Hotel Register 5,691.09 American Hotel Register, 8,602.26 Yamaha Golf Car, — 6,805.83 American Hotel Registery 1,913.32 Puritan' 898.05 B & K Refrigeration 216.49 Costco 2,812.34 B & K Refrigeration - 2,500.00 B & K Refrigeration - The Lakes @ El Segundo A/C 1508 - Equipment - Pro Shop °- Purchase Date May -96 Sep -98 Sep -98 Sep -98 Sep -98 May -99 Oct -99 Nov -99 Mar -03 Nov -03 Dec -03 Jan -04 Description Storage Container Group class equip Group class equip Group class equip 2 Percon Scanners & Data Collectors Bar Code Blaster Loyalty & gift certificate system 3 wireless telephones Security system Security system $ Vendor 3,287.55 Aztec 170.51 Tour Edge 912.06 Tour Edge 454.98 Tour Edge 500.00 Karsten 1,102.64 Taylor Made 2,080.00 Computer Brokerage, 457.00 Computer Brokerage 3,600.00 Neos Merchants Solution x 571.34 Headsets.com ' 13,082.06 Sensormatic 900.00 M.B. Herzog 0699. The Lakes @ El Segundo A/C 1509 - Equipment - G & A Purchase Vendor Date FYE 6/94 Safe FYE 6/94 Water Softeners Jul -94 Satellite System Jan -98 Nextel - Jan -03 Radio Equipment $ Vendor 976.50 1,812.00 2,616.18 RGB Satelitte- 865.99 Office Depot 809.77 Nextel - THE LAKES AT EL SEGUNDO A1C 1510 - Signage Purchase Date Description FYE 6/94 Main sign 15,928.13 Jun -02 Main Entrance Sign Refurbish ,658.5 - THE LAKES AT EL SEGUNDO FIXED ASSETS ACCOUNT 1550 - EDP EQUIPMENT Purchase Date Description Jun -97 POS system I 27,054.09 DMS Vendor Mar -02 3 Thermal Printers 1,419.34. 99. The Lakes @ El Segundo A/C 1560 - Furniture & Fixtures Purchase Date Description 1 9/27/02 Pro Shop diplay furniture 3,835.00 9/30/02 Pro Shop diplay furniture 1,715.73 11112102 Pro Shop display furniture 412.46 11130/02 Pro Shop display furniture 795.00 The Lakes @ El Segundo A/C 1580 - Building Improvements Purchase Date Description Vendor Mar -96 Retile restroom sinks 963.78 John Prout Tile Jun -99 Painting - Pro Shop, Meeting Room, Dining Room & Golf Course Sign 9,350.00 J. J. Painting Jun -99 Retile floor - women's restroom 5,250.00 Mahmood Sotoodeh Nov -00 Security Lights 2,065.00 M.B. Herzog Electric Dec -00 Submersible pump w/ stand 5,591.80 Flo- Systems Jan -01 Fountain control panel 1,503.90 Marine Biochemists Aug -01 Cleanout bathroom drains 250.00 Mr. Rooter Sep -01 Toilet Seats 161.08 Home depot Dec -02 Repave Parking Lot 6,000.00 Harry Caples . Dec -02 Restroom Washers 778.49 Home Depot Mar -02 Facility Carpet and Flooring Detai 18,981.73 Johnson Floor Covering Feb -02 Pro Shop Fixtures 97.39 Petty Cash May -02 Security Cameras and Monitors 5,599.77 Luxor Wireless Apr -02 Bathrooms 349.70 Mr. Rooter " Jul -02 Maintenance Water Heater 495.50 Mr. Rooter ' Jun -02 Storage Unit 3,215.02 Mobile Storage. Sep -02 Bathroom Fixtures 351.81 Troy Rodvold Reimbursement Sep -02 Pro Shop & Windows 400.00 Jerry Tan . Apr -03 Refurbish lighting 3,401.00 Blaze Lighting Aug -03 Burgular alarm panel 426.51 Protection One Oct -03 2 Golf Bag Stands 1,036.85 Eagle One Golf. Apr -04 50% Deposit - Doors 2,475.00 Citywide Doors The Lakes @ El Segundo A/C 1585 - Range Improvements Purchase Date Description I Vendor Apr -94 Range Striping 840.00 s Jun -94 Fence Extension 59,500.00 Jun -94 Lake removal 5,000.00 Sep -95 Barrier Fencing 2,650.00 Manhire Mar -95 Barrier Fencing 8,980.00 Manhire. Apr -95 Barrier Fencing 8,980.00 Manhire Aug -97 sod 1,098.74 Southland Sod Farms Aug -97 sod 2,424.80 Southland Sod Farms Aug -97 sod 2,424.80 Southland Sod Farms Aug -97 sod 606.20 Southland Sod Farms Sep -97 rebuild target greens 8,800.00 Landscape West Sep -97 1,012.14 B.D. Top Soil 1,177.22 B.D. Top Soil - 1,177.22 B.D. Top Soil ' Sep -97 Sod 1,569.63 Southland Sod Farms, Sod 1,883.55 Southland Sod Farms, Sod 1,883.55 Southland Sod Farms Sod 1,569.63 Southland Sod Farms Feb -98 2,500.00 Manhire Apr -98 Install barrier fences @ Manhire #5 green & #9 Tee 27,900.00 Manhire Adj 68.20 Sep -98 Replaced lower 70' of driving range netting 25,000.00 Manhire May -99 Adj (68.20) Nov -01 Signs - Stop 427.95 Fast Signs, Mar -02 Overhead Lights 1,275.00 M.B. Herzog Electric Mar -02 2 Ballasts and 1 Lamp 2,051.34 M.B. Herzog Electric, Apr -02 Light Pole Receptrical 663.16 M.B. Herzog Electric' Aug -02 Range Net Repairs 2,620.00 Manhire Construction/ Oct -02 Range net repair 1,500.00 Manhire Construction, F.ehop Yardage markers; 1`.6 6r 4 "" E%le One Feb -03 Yardage markers 562.93 Laser Link Golf Mar -03 Range targets 1,463.00 Eagle One Mar -03 Range targets - freight 137.24 Oct -03 Range Yardage Markers 862.80 Eagle One Gc- Oct-03 Netting on #6 Tee Box 9,400.00 Judge Netting Dec -03 Range Lights 5,221.42 Blaze Lighting 3599• .84 The Lakes @ El Segundo Replace bunker sand 2,634.08 A/C 1590 - Course Improvements Balance @ 9130101 Purchase 10/2/01 Bunker sand Date Description 10/19/01 Vendor 12/7/99 Tee reconstruction 2,864.30 American Sod Farms 1216199 Tee reconstruction 775.14 Miltona Turf Products 12/25199 Tee reconstruction 2,208.30 Eberhard Equipment 12/25/99 Tee reconstruction 161.63 Eberhard Equipment 12/6199 Tee reconstruction 918.00 Barendt Construction 12/2/99 Tee reconstruction 1,167.06 Cemex USA 12/25/99 Tee reconstruction 1,550.30 Cemex USA 1/12/00 Tee reconstruction 4,091.85 American Sod Farms 1/26/00 Tee reconstruction 2,542.79 American Sod Farms 1/27/00 Tee reconstruction 2,110.88 Eberhard Equipment 1/27/00 Tee reconstruction 315.01 Eberhard Equipment 1/10/00 Tee reconstruction 758.00 Barendt Construction 1/25/00 Tee reconstruction 658.00 Barendt Construction 1/5/00 Tee reconstruction 1,563.25 Cemex USA 1/1/00 Tee reconstruction 1,568.35 Cemex USA 1/7/00 Tee reconstruction 793.49 Cemex USA 1121100 Tee reconstruction 1,169.52 Cemex USA 1/24/00 Tee reconstruction 1,191.70 Cemex USA 9/30/00 Capitalized Labor 2,000.00 8/27/01 Replace bunker sand 2,634.08 P.W. Gillibrand Balance @ 9130101 31,041.65 10/2/01 Bunker sand 2,685.24 P.W. Gillibrand . 10/19/01 Pond repairs 2,708.78 Marine Biochemists 11/21/01 Tee signs - 9 3,180.82 Eagle One Golf 11/29/01 Pond aeration 7,667.46 Marine Biochemists' 11/29/01 Pond clean out 3,700.25 Marine Biochemists 12/20/01 Pond clean out 2,550.00 Marine Biochemists 9/30/03 4th hole water fountain 5,148.65 Marine Biochemists 10/3/03 6 - 7' Benches 2,882.64 Eagle One Golf 9/23/03 Drinking fountains #4 & #6 4,538.00 2/18/03 lirrigation repairs 408.88 Sorts Turf 2/16/03 50% Deposit - wrought NRBS Industries iron fencing 4,460.50