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HomeMy WebLinkAboutCourseCo Interim Golf Course Management AgreementINTERIM GOLF COURSE MANAGEMENT AGREEMENT THIS INTERIM GOLF COURSE MANAGEMENT AGREEMENT between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and CourseCo, Inc., a California Corporation, hereinafter referred to as "Operator", and in consideration of the mutual covenants contained herein, agree as follows: 1. Term. This Interim Golf Course Management Agreement shall commence on the 28"h day of February, 2011, and expire on the 30`h day of April, 2011, unless earlier terminated or extended by mutual agreement of the Parties. 2. Management of Golf Course. The City hereby retains Operator as an independent contractor to provide interim golf course management services for the operation and maintenance of the Sun Willows Golf Course located in Pasco, Washington, hereinafter referred to as "Golf Course", which services shall include: (i) implementation of policies, standards and schedules for the operation and maintenance of the Golf Course during the term of this Agreement; (ii) provide General Manager, Golf Course Superintendent, and all Golf Course employees necessary for the maintenance and operation of the Golf Course; (iii) provide maintenance services for the Golf Course, improvements, storage areas and parking; and (iv) such other services as may be necessary for the profitable and efficient operation of the Golf Course. The operations and conditions of the Golf Course, maintenance and services shall be consistent with the prudent Golf Course maintenance and management practices and consistent with those management's requirements as provided in Article 3.0 "Management of Golf Course" under that Golf Course Management Agreement between the City and Richland Golf Management Corporation, entered into on the 2"a day of November 2010, hereinafter referred to as "Richland Agreement." 3. Management Fee. City shall pay the Operator a management fee consisting of: A. Fixed management fee of $8,750.00 per month payable on the first day of each month commencing on April 1, 2011, and payable on the first day of each month thereafter during the term of this Agreement. B. Accounting fee of $1,000.00 per month payable on the first day of each month commencing on April 1, 2011, and payable on the first day of each month thereafter during the term of this Agreement. C. Reimbursement of direct costs as identified in Section 5.07 and Section 5.08 of the Richland Agreement, plus the actual expense of travel (transportation and lodging) as incurred by the Operator in the performance of this Agreement (not to exceed $5,000), which shall be paid within thirty (30) days of invoice to the City. Interim Golf Course Management Agreement - 1 4. Assignment. This Agreement may be assigned by the Operator to a wholly- owned business subsidiary for which, the City shall on a one-time basis, advance the sum of $750.00 for its organization as a direct cost. No other transfer, assignment, subletting, or conveyance of any of the rights provided under this Agreement shall be permitted without the prior written consent of the City. 5. Financial and Accounting. All revenues generated or received by the Operator for green fees, season passes, equipment sales (other than inventory owned by the Operator), and all other revenues from whatsoever source received, shall be the property of the City and shall be deposited into an account designated by the City, over which, the City has exclusively control. 6. Insurance and Indemnification. Operator shall at all times during the term of this Agreement maintain as a direct cost in effect comprehensive general liability insurance, automobile insurance, and workman compensation insurance in accordance with the terms of the Richland Agreement, designating the City as an additional insured on such terms; and indemnify, defend, and hold the City harmless against any damages, liabilities, claims, costs or expenses including reasonable attorney fees costs, resulting from any act or omission by the Operator in the performance of this Agreement except for such damages or other liability caused by the sole negligence or willful misconduct of the City. The Parties acknowledge that IRI Sun Willows Associates, LLC has threatened litigation and/or bankruptcy regarding the right of operation of the Golf Course. The City shall defend, indemnify and hold Operator harmless against any damages, liabilities, claims, costs or expenses, including reasonable attorney fees, resulting from any action by IRI Sun Willows Associates, LLC against the Operator arising out of the Operator's performance of this Interim Golf Course Management Agreement. 7. General Provisions. For the purpose of this Agreement, time is of the essence. In the event of a dispute regarding the breach, enforcement, or interpretation of this Agreement, the Parties shall first meet in a good faith attempt to resolve the dispute. Any remaining disputes shall be resolved by binding arbitration pursuant to RCW 7.04A and the Mandatory Rules of Arbitration, with venue being placed in Pasco, Franklin County, Washington, and the prevailing party being entitled to its reasonable attorney fees and costs. ✓? this day of March, 2011. CITY WASHINGTON Gary rutchfiel itt Manager Approved as to Form: X393'15` Leland L Kerr, CiAtfomey Interim Golf Course Management Agreement - 2 CO C. Tom aak, resident