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HomeMy WebLinkAboutDAVID R MCCLEAVE DBA DMAC GOLF LLC - CONTRACT - AGREEMENT MISC - DMAC GOLF LLCSOUTHRIDGE GOLF COURSE GOLF SERVICES AND CONCESSION AGREEMENT This Golf Services and Concession Agreement, hereinafter called the "Agreement," is made and entered into as of the _____ day of April, 2014, by and between THE CITY OF FORT COLLINS, COLORADO, a municipal corporation, whose principal offices are at 300 LaPorte Avenue, Fort Collins, Colorado 80521, hereinafter called "City," and DMAC Golf, LLC, a Colorado Limited Liability Company, 3303 68th Avenue Court, Greeley, CO 80634, hereinafter called "Contractor", regarding certain services to be provided at the SouthRidge Golf Course, 5750 South Lemay Avenue, Fort Collins, Colorado, 80525 (the "Golf Course"). W I T N E S E T H: ARTICLE 1 Golf Services Contractor agrees to provide golf services in accordance with the Scope of Golf Services description, attached as Exhibit "A" and incorporated herein by this reference ("Golf Services"), such services to be provided primarily by the Contractor. ARTICLE 2 Grant of Concession 2.1 Grant of Pro Shop and Driving Range Concession. The City grants and Contractor accepts the responsibility of operating a Golf Pro Shop and Driving Range Concession in accordance with the Scope of Pro Shop and Driving Range Services description attached as Exhibit "B" and incorporated herein by this reference ("Pro Shop and Driving Range Services"). ARTICLE 3 Concession Space For the purposes of this Agreement, the "Concession Space" shall mean any and all parts of the pro shop and clubhouse building at the Golf Course but excluding the restaurant space, as shown on Attachment 1. ARTICLE 4 Contractor's Use of the Concession Space 4.1 In General. Subject to other limitations expressed in this Agreement, the City grants to Contractor the right to exclusive use of the Concession Space and the right to use in common with others the public areas of the Golf Course, in conjunction with its operations under this Agreement, in such spaces and manner as may be prescribed by the City. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE 4.2 Smoking Prohibited. Pursuant to the Fort Collins City Code, smoking is prohibited in the Concession Space, and no person shall smoke outside within twenty (20) feet from any entrance, passageway, operable window or ventilation system of the Concession Space, including outdoor patios unless such person is passing through the area, without stopping, en route to another destination. The Contractor shall inform persons violating this provision of the applicable law and request their compliance. 4.3 Restriction on Items Offered for Sale. In no event shall Contractor offer for sale or otherwise supply smoking instruments or tobacco at the Golf Course. 4.4 Compliance with Applicable Law. The Contractor agrees to comply fully with all applicable state and federal laws and regulations and municipal ordinances, as well as all rules, regulations, policies, and procedures adopted by the City. ARTICLE 5 Rights of Ingress and Egress 5.1 In General. The Contractor shall have the right of ingress and egress to and from the Concession Space for Contractor's employees, agents and invitees to the extent reasonably necessary in connection with the conduct of Contractor's business under this Agreement. Areas designated as restricted areas by the City shall be excluded. 5.2 Closures. The City may, at any time, temporarily or permanently, close or consent to or request the closing of any roadway or any other way at, in or near the Golf Course, presently or hereafter used as such, so long as reasonable and safe means of ingress and egress remains available to Contractor. ARTICLE 6 Undertakings of Contractor 6.1 Service. Contractor agrees: 6.1.1 The Contractor shall furnish and pay for all equipment, except as otherwise provided by the City pursuant to Article 10, all goods, labor, transportation, supervision and services necessary to provide services in accordance with this Agreement. 6.1.2 Contractor acknowledges the desire and obligation of the City to provide a high level of service to the public. Therefore, Contractor agrees to offer for sale from the Concession Space only high quality merchandise and products. If, in the opinion of the City, the selection of items offered is DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE inadequate or not of high quality or if any of the items are found to be objectionable for display and/or sale in a public facility, the items shall be removed or replaced as required by the City. The City Representative shall meet and confer with Contractor regarding such matters. However, Contractor acknowledges that the City's determination as to the same shall be conclusive. Failure of Contractor to correct, rectify or modify its quality within five (5) days of being advised in writing to do so shall be cause for default. 6.1.3 Contractor warrants that all Golf Services and related responsibilities performed under this Agreement shall be performed with the highest degree of competence and care and in accordance with the highest modern professional golfing and management standards in leading golf clubs and golf courses. 6.1.4 Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Contractor and that this Agreement shall be considered as an agreement for his/her personal services. Accordingly, the Contractor shall neither assign any responsibilities nor delegate any duties designated to the Golf Professional/Concessionaire under this Agreement to any other person without the prior written consent of the City, and as otherwise set forth in Article 15. 6.1.5 During the peak season, April 1 through September 1, the Contractor is expected to work six (6) days a week. Contractor shall provide in writing, as requested in writing by the City, a weekly schedule of Contractor’s time spent performing duties at the Golf Course. 6.2 Hours of Operation. Subject to the exception for inclement weather expressed below, the Contractor will be required to provide services under this Agreement as follows: A. During the months of April, May, June, July, August and September, from at least 6:00 A.M. through sundown (or later if golfers remain on the course); DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE B. During the months of October, November, December, January, February and March, from at least 8:00 A.M. to sundown (or later if golfers remain on the course); C. Exceptions to the daily schedule may be made, subject to the consent of the City, if closing is dictated by weather and/or course play. 6.3 Special Events Option. Contractor shall have the option, upon request by the City, but shall not be obligated, to provide luncheons or other meals for special occasions, including but not limited to association meetings and tournaments. In the event such a request is made and Contractor elects not to provide such services, the City may make use of the Concession Space to provide food and beverage services through other means, provided, however, that the City will make reasonable efforts to minimize the disruption to Contractor's operations that may result. 6.4 Contractor Personnel. Contractor shall control the conduct and demeanor of its agents and employees. If the City so requests, Contractor agrees to supply and require its employees to wear suitable attire and to wear or carry badges or other suitable means of identification, the form for which shall be subject to prior and continuing approval of the City. 6.4.1 The Contractor agrees to provide to the City at all times a current list of employees, volunteers, and other representatives or agents of Contractor that will be working on behalf of the Contractor in providing services to the City under this Agreement. The Contractor shall keep a written record of all hours worked by volunteers and provide this information to the City on a monthly basis or upon request. The Contractor and the City acknowledge and agree that certain services provided by Contractor will require that employees, volunteers, and other representatives or agents of the Contractor act in positions of trust which will entail the handling of and accounting for funds of the City and City property, or direct contact with youth and members of the general public. Accordingly, Contractor agrees that all employees, volunteers, and other representatives or agents of the Contractor in positions of trust, as described in Exhibit "C", consisting of two (2) pages and incorporated herein by this reference, shall be screened using the background screening procedure described in Exhibit "C", at the Contractor's Expense, and that the results of such DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE background screening shall be provided to the City prior to any such persons participation in the provision of services hereunder. The Contractor shall require the completion and execution of the Disclosure/Request, Authorization, and Waiver form attached hereto as Exhibit "D", consisting of one (1) page and incorporated herein by this reference, and shall provide to the employee/volunteer a Summary of Rights under the Fair Credit Reporting Act included as part of Exhibit "E", as attached hereto consisting of two (2) pages and incorporated herein by this reference. 6.4.2 The City may provide assistance in completing the background investigation, including providing information from the completed disclosure form to an outside vendor for a confidential records check. Contractor acknowledges that in such event, by providing such assistance to Contractor, the City assumes no responsibility for the timeliness, accuracy or completeness of the background investigation, or for the direct or indirect consequences resulting from the same, and Contractor shall hold the City harmless for any injury or loss resulting therefrom. 6.4.3 In the event that a background check, or any other information available to the Contractor or the City, raises questions about the trustworthiness, fitness for provision of services under this Agreement, competency or suitability of any individual for a position of trust of any kind, including handling of funds, City equipment or property, or working with youths or other members of the general public, such individual shall not be employed or allowed to volunteer in connection with the services or activities required or permitted under this Agreement, or in a manner that would permit contact by that person with the funds, equipment, property associated with the provision of services hereunder, or persons participating in programs or services provided under this Agreement. 6.4.4 Upon receipt of written notice from the City of any reasonable objection from the City concerning trustworthiness, fitness for provision of services under this Agreement, competence or suitability of any individual for a position of trust of any kind, or concerning conduct, demeanor or DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE competence of any employee or volunteer of Contractor, the Contractor shall immediately take all lawful steps to remove or otherwise address to the City's reasonable satisfaction the cause of the objection or to remove such individual from the performance of any services provided hereunder. 6.4.5 The following constitute unacceptable personal conduct that the parties acknowledge and agree shall be subject to reasonable objection by the City. The parties acknowledge this list is not meant to be exhaustive, and other conduct not listed in this Section may be determined by the City to reasonably impair Contractor's ability to provide satisfactory services under this Agreement, and may also give rise to a reasonable objection by the City to which Contractor shall be expected to respond as set forth herein. In the event the Contractor, or anyone providing services for the Contractor commits any of the following examples of unacceptable conduct, or fails or refuses to take reasonable action to correct such conduct by any person providing services for or on behalf of Contractor hereunder, the City may give Contractor notice of violation and proceed in the manner as set forth in Section 17.1.9. A. Commission or conviction of a felony, or of any crime involving moral turpitude; B. Theft or misuse of City money or property; C. Harassment of, or discrimination against, any individual based on race, religion, national origin, age, sex, sexual orientation or disability, including any breach of the terms set forth in Exhibit F, attached hereto; D. Falsification, unauthorized use or destruction of City records, reports or other data or information belonging to the City; E. Abusive or threatening treatment of any person, including, but not limited to physical or verbal confrontation; F. Using, consuming, possessing, having in the body or distributing alcohol (except in the normal performance of concession services) or controlled substances during working time; DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE G. Destruction, loss or abuse of City property; H. Unauthorized use of City equipment or property for personal use; or I. Possessing or maintaining sexually explicit materials on City property; J. Failure to meet the City’s performance expectations. 6.5. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: 6.5.1. As of the date of this Agreement: A. Contractor does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and B. Contractor will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. 6.5.2. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. 6.5.3. Contractor is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. 6.5.4. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE A. Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and B. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 6.5.5. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5- 102 (5), C.R.S. 6.5.6. If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the City arising out of Contractor’s violation of Subsection 8-17.5-102, C.R.S. 6.5.7. The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach. 6.6 Statements, Recordkeeping and Audits. Contractor shall keep books and records of the business, including an accounting of all revenue and expenses of the concession operation, in accordance with good accounting practice and in such form as is satisfactory to the City. The Contractor hereby grants to the City the right to audit Contractor's books and records for its operation at the Golf Course and agrees to make available to the City, or its authorized representative, at any time, Monday through Friday inclusive, between the hours of 9:00 a.m. and 5:00 p.m., at the offices of the City or the Golf Course, at the City's election, all records, books and relevant related information as may be required for audit purposes. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE 6.7 Physical Interference. Contractor shall not do, nor permit to be done, anything which may interfere with the effectiveness or accessibility of the drainage system, sewerage system, fire protection system, sprinkler system, alarm system and fire hydrants and hoses, if any, installed or located in the Concession Area or elsewhere at the Golf Course. 6.8 Taxes. Contractor agrees to pay all local, state and federal social security, unemployment insurance, sales, use, personal property, possessory interest, and other taxes, assessments and payments-in-lieu which, during the term of this Agreement or any extension hereof, may become a lien of which may be levied or charged by the State, County, City of Fort Collins or other tax-levying body upon or with respect to the Concession Space or the Golf Course, upon any taxable interest acquired by the Contractor in this Agreement, or any taxable possessory right which Contractor may have in or to the Concession Space or facilities or the improvements thereon, by reason of Contractor's occupancy or use thereof, or otherwise, as well as all taxes on taxable property, real or personal, owned by Contractor or taxes on Contractor's operations or activities in or about the Concession Space or elsewhere at SouthRidge Golf Course. However, except as otherwise permitted by this Agreement, no charges, fees or taxes of any nature shall be imposed by the City solely upon Contractor for exercising any right or privilege granted by the City to Contractor in this Agreement with respect to the use of the Concession Space. Nothing herein shall prevent Contractor from protesting, through due process, any taxes levied. 6.9 Licenses. Contractor agrees to obtain and pay for all licenses necessary in connection with its operation. 6.9.1 Any such licenses held by the Contractor in connection with this Agreement shall be surrendered by the Contractor upon termination of this Agreement. 6.9.2 Upon Contractor's surrender of all licenses and acquisition of new licenses by such replacement Contractor as the City may select, the City shall reimburse Contractor for such proportional amount of the cost of the license as may be attributable to any remaining period which may exist from the date of Contractor's surrender to license expiration. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE ARTICLE 7 Term 7.1 Period. The term of this Agreement shall commence on April 18, 2014, and unless terminated sooner, shall expire on December 31, 2014. 7.2 Holding Over. In the event that the Contractor, or its successor in interest, if any, shall remain beyond the term set forth herein, although no right to remain is given by this Article, it is the intention of the parties and it is hereby agreed that a right of use from month-to-month shall then arise subject to all provisions and conditions of this Agreement in connection with such right, except that the City shall have the sole right to determine reasonable fees for any holdover period. ARTICLE 8 Fee For Services/Fee For Conducting Business 8.1 Fee for Services. As payment for performance of Golf Services, the Contractor shall be paid 10% of gross revenue received by the City from greens fees, cart rentals and the driving range produced by the course annually. Annual pass revenue will be allocated to the course at the end of the year based on annual pass rounds played at the course. Premier Card revenue will be allocated to the course monthly based on Premier Card purchases at the course discounted by the amount of discount provided by the Premier Card. The Fee for Services fee will be paid in monthly installments on the first Friday of each month in advance based on the annual average of the gross revenue received by the City from greens fees, cart rentals and the driving range produced by the course over the past five years, less 5%. The five (5) year average gross revenue calculation is in the below Table 1. Beginning May 1st, the Contractor’s monthly installment for year 1 of the Contract will be $9,267.69 as calculated in the below Table 2. By the first Friday of February of the following year, the City shall pay the Contractor the difference between the amount paid by the City to the Contractor in the prior year and 10% of revenue received by the City from greens fees, cart rentals and the driving range produced by the course in the prior year, if any. If the amount paid by the City to the Contractor in the prior year exceeds 10% of the gross revenue received by the City from greens fees, cart rentals and the driving range from the course for the prior year, the Contractor shall pay the difference to the City within 30 days of being notified of the amount due. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE Table 1 Five (5) Year Gross Revenue Summary Revenue Source 2009 2010 2011 2012 2013 AVG Green Fees $846,820 $866,369 $862,284 $996,223 $852,654 $884,870 Cart Fees $188,868 $193,190 $210,844 $233,410 $225,536 $210,370 Driving Range $86,294 $72,470 $77,072 $82,143 $76,276 $78,851 Total $1,121,982 $1,132,029 $1,150,200 $1,1311,776 $1,154,466 $1,174,091 Table 2 Description Calculation 5 Year Average Gross Revenue $1,174,091 10% Gross Revenue (Annual Fee for Services) $117,409 95% of Annual Fee for Services $111,538.55 Less Extended Contract Payments ($23,397) Less Driving Range 1/1/14 thru 4/30/14 ($14,000) Balance Total $74,141.55 Monthly Installment Calculation for 8 Months $9,267.69 8.2 Additional Income. All fees and other income received through the operation of the pro shop, the sale of merchandise, golf lessons/instruction, tournament service fees, pull cart rental, golf club repair, and the rental of equipment owned by the Contractor shall be retained by Contractor. Contractor shall provide written records of such income upon request by the City. 8.3 Interest on Past Due Amounts. Contractor shall pay interest on all past due amounts at the rate of eighteen percent (18%) per annum from the due date, until paid. 8.4 Method of Payment. Payment for fees due to the City under Article 8 shall be by check or money order payable to the order of "City of Fort Collins - Golf" and shall be mailed or personally delivered to Dawn Worth at the City of Fort Collins Golf Services Office, 215 N. Mason St, Fort Collins, Colorado, 80522. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE ARTICLE 9 Utilities, Maintenance and Janitorial Duties 9.1 Utilities. The City shall pay all charges for water, storm water, sewer, gas, trash collection, recycling, basic clubhouse security system services, telephone, and electric services to the Concession Space. The Contractor shall pay for any Pro Shop televisions, cable or satellite services, or expanded security services. Concessionaire is responsible for any cable/satellite TV charges. 9.2 Maintenance and Repair. The City shall maintain and repair the Concession Space and City equipment and fixtures (defined in Article 10). Contractor shall submit all requests for repairs or maintenance to the City Representative. Notwithstanding anything to the contrary contained herein, the City shall not in any way be liable to the Contractor for failure to make repairs as herein specifically required of it unless the Contractor has previously notified the City in writing of a need for such repairs, and the City has failed to commence and complete said repairs within a reasonable period of time following receipt of the Contractor's written notification. 9.2.1 The Contractor shall neither hold nor attempt to hold the City liable for any injury or damage, either approximate or remote, occasioned through or caused by defective electrical wiring or the breaking or stoppage of plumbing or sewage upon the Concession Space, whether said breakage or stoppage results from freezing or otherwise. 9.3 Cleaning and Janitorial. The Contractor shall keep the Concession Space and its fixtures clean and in good sanitary condition as required by the ordinances, resolutions, policies, statutes, and health, sanitary and police regulations of the City of Fort Collins, County of Larimer, and State of Colorado. 9.3.1 Contractor shall thoroughly clean the entire Concession Space, including all equipment and fixtures, whether provided by the City or Contractor, and the windows, floors, counters, at least once prior to, once during and a third time after the close of the April through September golf season. 9.3.2 Contractor is responsible for the ongoing cleanliness of the Concession Space in order to provide a clean and orderly appearance for golfers and the public, including but not limited to, chairs, patio, floor areas and removing trash accumulations to designated trash containers. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE 9.3.3 Contractor shall maintain clean and orderly restrooms in the Concession Space throughout operating hours. 9.3.4 Contractor shall be responsible for the daily cleaning of all outside entrances to the concession space, as well as the daily cleaning of the golf cart staging area. Contractor is responsible for snow removal from pathways leading to the Concession Space when the course is open. ARTICLE 10 Acceptance and Trade Fixtures 10.1 Concession Space, City Equipment and Fixtures. In addition to the Concession Space, the City shall provide the following: 10.1.1 Existing equipment as listed on Exhibit "G", attached hereto and made a part hereof; 10.1.2 Lighting fixtures for general area illumination; 10.1.3 Heat and air conditioning; 10.1.4 Pro shop counters, storage units and safe; and 10.1.5 One cash register and/or computerized system, and credit card machine for use by Contractor in connection with performance of services and sales under this Agreement. 10.1.6 Pro Shop Carpeting. 10.2 Acceptance. On the date of commencement of this Agreement, Contractor shall acknowledge that it accepts the Concession Space as well as any City equipment and fixtures "as is." 10.3 Installation of Equipment and Trade Fixtures. Except for the items listed on Exhibit "H", attached hereto and made a part hereof, no equipment, trade fixtures, signs or other personal property used by Contractor in its business, whether or not attached to the Concession Space or any Improvements thereon, shall be installed without the prior written approval of the City. 10.4 Removal of Equipment, Trade Fixtures. Contractor shall have the right at any time during the term of this Agreement or upon termination and within thirty (30) days thereafter, to remove all trade fixtures, equipment and other personal property owned DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE by Contractor, subject to any valid lien the City may have thereon. Any property not so removed by Contractor upon termination shall become a part of the realty on which it is located and title thereto shall vest in the City. 10.5 Title to Improvements. Upon installation or erection of Improvements by Contractor, such Improvements (but excluding any of Contractor's personal property and trade fixtures which are attached or affixed thereto) shall become a part of the realty upon which they are erected and title thereto shall vest in the City. Upon vesting, the Improvements become part of the Concession Space and are subject to the terms applicable to the Concession Space within this Agreement. 10.6 Applicable Law. All Improvements and all trade fixtures, equipment or other personal property installed by Contractor shall be subject to and conform in all respects to the applicable statutes, ordinances, building codes, sign codes, rules and regulations of all governmental agencies which have jurisdiction over such matters. ARTICLE 11 Damage by Contractor Contractor shall be liable for and shall repair, replace or cause to be repaired or replaced within fifteen (15) days after occurrence, any damage to the Concession Space, or to City's property, equipment and fixtures (defined in Article 10) caused by Contractor, its board members, officers, agents, employees or anyone acting under its direction and control, ordinary wear and tear excepted. All repairs or replacements shall be made promptly and when necessary and shall be in a quality and of a class at least equal to the original. ARTICLE 12 Total or Partial Destruction 12.1 Concession Space or Other Major Component Rendered Untenantable. In case, during the term of this Agreement, the Concession Space, Golf Course or any principal part of any one of them shall be destroyed or shall be so damaged by fire, flood, or other casualty so as to be rendered untenantable or unusable as determined by the City: 12.1.1 Then, in such event, at the option of the City or Contractor, the term hereby created shall cease; and this Agreement shall become null and void from the date of such damage or destruction; and Contractor shall immediately surrender the Concession Space and its interest therein to the City; provided, however, that the City or Contractor shall exercise such option to so terminate this Agreement by notice, in writing, delivered DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE to the other party within thirty (30) days after the City's determination of untenantability or unusability. 12.1.2 In the event neither the City nor Contractor shall elect to terminate this Agreement, this Agreement shall continue in full force and effect; and the City shall repair the Concession Space, Clubhouse, or Golf Course excluding improvements or equipment, signs, trade fixtures or other personal property installed by Contractor, with all reasonable speed, placing the same in as good a condition as it was at the time of the damage or destruction. 12.2 Concession Space Only Untenantable. In the event of destruction rendering only the Concession Space untenantable, the City shall endeavor, but not be obligated, to make substitute premises available for Contractor's use. 12.3 Components Tenantable. If the Concession Space or Golf Course shall be only injured by fire, flood, or the elements to such extent so as not to render the same untenantable and unfit for use and occupancy, the City shall repair the same with all reasonable speed. 12.4 Removal of Rubbish. In any event, upon the occurrence of damage or destruction, Contractor shall remove all rubbish, debris, merchandise, furniture, furnishings, equipment and other items of its personal property within five (5) days after request being made by the City. 12.5 Exception for Damage Caused by Contractor. In the event of damage caused by Contractor as more specifically addressed in Article 11 of this Agreement, the provisions of Article 11 shall govern in any conflict between Article 11 and Article 12. 12.6 No Claim by Contractor. No compensation or claim shall be made by or allowed to Contractor by reason of any inconvenience or annoyance arising from the necessity of repairing any portion of the Concession Space or SouthRidge Golf Course, however the necessity may occur. ARTICLE 13 Indemnification and Insurance 13.1 City's Liability. The City shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and reasonable expenses of legal services, claimed or recovered by any person whomsoever or whatsoever as a result of any operations, DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE works, acts or omissions performed within SouthRidge Golf Course and Concession Space by Contractor, its agents, employees or contractors unless caused or contributed to by the negligence or willful misconduct of the City, its employees, agents or contractors. 13.2 Indemnification. Contractor covenants that it will indemnify and hold the City harmless from all claims, demands, judgments, costs and expenses, including attorneys' fees, claimed or recovered (whether justly, unjustly, falsely, fraudulently or frivolously) by any person by reason of injury to or death of any individual person or persons, or by reason of damage to, destruction or loss of use of any property, including City's personnel and City's property, directly or indirectly arising out of, resulting from or occurring in connection with any operations, works, acts or omissions of Contractor. As used herein, the term "Contractor" and "City" includes the respective directors, officers, agents, employees and contractors of Contractor and City. 13.3 Patent Representation. Contractor represents that it is the owner of or is fully authorized to use any and all services, processes, machines, articles, makes, names or slogans used by it in its operation or in any way connected with this Agreement. 13.4 Contractor Insurance. Without limiting any of the Contractor's obligations hereunder, the Contractor shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement with limits specified in Exhibit "I", which is attached hereto and incorporated herein by this reference. 13.5 Precautions Against Injury. The Contractor shall take all necessary precautions in performing the operations hereunder to prevent injury to persons and property. 13.6 Failure to Insure. Failure of Contractor to take out and/or maintain, or the taking out and/or maintenance of any required insurance shall not relieve Contractor from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with the obligations on Contractor concerning indemnification. ARTICLE 14 No Interest in Real Property Contractor agrees that this Agreement constitutes merely a right to use and occupy the Concession Space for a limited purpose and does not create or convey to Contractor any interest in real property. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE ARTICLE 15 Assignment The Contractor shall not assign this Agreement, sublet or otherwise allow any person to take possession of all or any portion of the Concession Space without prior written consent of the City nor permit any transfer by operation of law of Contractor's interest created hereby, other than by merger or consolidation unless approved by City. ARTICLE 16 Right of City to Enter, Inspect and Make Repairs 16.1 In General. City and its authorized employees, agents, contractors and other representatives shall have the right (at such times as may be reasonable under the circumstances and with as little interruption to Contractor's operation as is reasonably practicable) to enter upon any part of the Concession Space for the following purposes: 16.1.1 To inspect such premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether Contractor has complied with and is complying with the terms and conditions of this Agreement with respect to such premises; 16.1.2 To perform or cause to be performed maintenance and make repairs and replacements: and 16.1.3 To make structural additions and alterations. 16.2 Obstruction by City. All entries made for the purposes enumerated above shall, except as otherwise provided in Article 12, Total or Partial Destruction, be without abatement of damage for inconvenience. 16.3 Obstruction by Contractor. In the event that any personal property of Contractor shall obstruct the access of the City, its officers, employees, agents or contractors, or a utility company furnishing utility service to any of the existing utility, mechanical, electrical and other systems, and thus shall interfere with the inspection, maintenance or repair of any such system, Contractor shall move such property, as directed by the City or said utility company, in order that access may be had to the system or part thereof for inspection, maintenance or repair. If Contractor shall fail to so move such property after direction from the City or said utility company to do so, the City or the utility company may move it without liability for damage sustained in moving. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE 16.4 No Eviction or Abatement. Exercise of any or all of the foregoing rights in this Article, by the City, or others under right of the City, shall not be, nor be construed to be, an eviction of Contractor, nor be made the grounds for any abatement of any claim or demand for damages against the City, consequential or otherwise, except claims for damages to person or property caused solely by the negligence of the City. ARTICLE 17 Default, Rights of Termination 17.1 Default by Contractor. Time is of the essence in the performance of services and payments of any amounts due under this Agreement. Contractor shall be in default under this Agreement upon the occurrence of any one or more of the following events: 17.1.1 Contractor's failure to pay any fee or other charge when due, or provide acceptable financial reports if requested by the City within five (5) workings days after notice from City of such nonpayment or request. 17.1.2 Contractor's failure to maintain the insurance required in Section 13.4. 17.1.3 Contractor's assignment of any right hereunder in violation of Article 15. 17.1.4 Contractor's failure to perform, keep or observe any of the terms, covenants or conditions of this Agreement within seven (7) days (or such longer time as may be necessary to cure, provided that cure is commenced within the initial seven 7 days) after notice from the City specifying the nature of the deficiency with reasonable particularity and the corrective action that is to be taken within such period to cure the deficiency. 17.1.5 The filing by Contractor of a voluntary petition in bankruptcy, the filing of an involuntary petition in bankruptcy against Contractor, the taking of possession of all or substantially all of Contractor's assets pursuant to proceedings brought under the provisions of any federal reorganization act or the appointment of a receiver of all or substantially all of Contractor's assets and the failure of Contractor to secure the return of such assets and/or the dismissal of such proceeding within thirty (30) days after the filing. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE 17.1.6 The abandonment for a period of (7) calendar days by Contractor of the conduct of its services and operations. 17.1.7 The assignment by Contractor of its assets for the benefit of creditors. 17.1.8 The death of the Contractor or his/her inability to provide services under this Agreement for an aggregate period of 45 days or more during any annual term of this Agreement. 17.1.9 After written notice to the Contractor of any violation of the personal conduct or performance standards set forth in Section 6, above, and a hearing of the matter before the City's Director of Purchasing and Risk Management, if such a hearing has been requested in writing received by the Director of Purchasing and Risk Management within ten (10) days after mailing of written notice of violation, a determination by the Director of Purchasing and Risk Management that the alleged violation has, in fact, occurred, and that such violation materially interferes with Contractor's ability to perform its services hereunder in a manner satisfactory to the City or otherwise impairs the benefits to be derived from the City by this Agreement, including the good will, satisfaction, health and safety of the general public. 17.2 City's Remedies on Default. 17.2.1 In the event of a default by Contractor, the City may terminate this Agreement effective immediately upon provision of written notice of such termination to Contractor. In the alternative, the City may elect to keep the Agreement in force and work with Contractor to cure the default. If this Agreement is terminated, Contractor shall refund to the City that portion of the Golf Services Fee paid by the City pursuant to Section 8.2 proportional to the time remaining in the calendar month at the time of the Contractor's default, and the City shall have the right to take possession of the Concession Space at the time of default. Contractor's liability to City for damages shall survive the termination, and the City may re-enter, take possession of the Concession Space and remove any persons or property by legal action or by self-help with the use of reasonable force and without liability for damages. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE 17.2.2 Following re-entry or abandonment, City may make arrangements for use of the Concession Space by others and in that connection may make any suitable alterations or refurbish the Concession Space, but City shall not be required to make such arrangement for any use or purpose. 17.3 Rights and Remedies Reserved. It is understood and agreed that any rights and remedies reserved pursuant to this Article are in addition to any other rights or remedies the City may have pursuant to this Agreement or to applicable law to seek judicial enforcement, damages or any other lawful remedy. 17.4 Termination Notice. Notwithstanding the time periods contained herein, in the event the City elects to renew this agreement beyond the term in paragraph 7.1, either party may terminate this Agreement effective December 31st of the respective contract year without cause by providing written notice to the other party. Such notice shall be delivered at least ninety (90) days prior to December 31st. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the addresses provided in Section 18.15, below. ARTICLE 18 Miscellaneous Provisions 18.1 Cumulative Rights. All remedies provided in this Agreement shall be deemed cumulative and additional and not in lieu of, or exclusive of, each other or of any other remedy available to the City, or Contractor, at law or in equity, and the exercise of any remedy, or the existence herein of other remedies or indemnities shall not prevent the exercise of any other remedy. 18.2 Non-Waiver. The failure by either party to exercise any right or rights accruing to it by virtue of the breach of any covenant, condition or agreement herein by the other party shall not operate as a waiver of the exercise of such right or rights in the event of any subsequent breach by such other party, nor shall such other party be relieved thereby from its obligations under the terms hereof. 18.3 Non-liability of Individuals Other than Contractor. With the exception of Contractor, no director, officer, agent or employee of either party hereto shall be charged personally or held contractually liable by or to the other party under any term or provision of this Agreement or of any supplement, modification or amendment to this Agreement because of any breach thereof, or because of its or their execution or attempted execution of the same. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE 18.4 Limitations on Use. Contractor shall not use, or permit the use of the Concession Space, or any part thereof, for any purpose or use other than those authorized by this Agreement. Neither shall Contractor permit nor suffer any disorderly noise or nuisance whatsoever about the Concession Space or SouthRidge Golf Course. 18.5 Governing Law. This Agreement shall be performable and enforceable in Larimer County, Colorado, and shall be construed in accordance with the laws of the State of Colorado. 18.6 Benefits. This Agreement is made for the sole and exclusive benefit of the City and Contractor, their successors and assigns, and is not made for the benefit of any third party. 18.7 Construction. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 18.8 Successors and Assigns. All covenants, stipulations and agreements in this Agreement shall extend to and bind each party hereto, its legal representatives, successors and assigns. 18.9 Headings. The titles of the several articles of this Agreement are inserted herein for convenience only, and are not intended and shall not be construed to affect in any manner the terms and provisions hereof, or the interpretation or construction thereof. 18.10 Attorney Fees. In the event any legal action or proceeding is brought to collect sums due or to become due hereunder or any portion thereof or to enforce compliance with this Agreement for failure to observe any of the covenants of this Agreement, the losing party agrees to pay to the prevailing party such sums as the Court may judge reasonable attorneys' fees and costs to be allowed in such action or proceeding and in any appeal therefrom. 18.11 Contract Documents, Entire Agreement. This writing, together with the exhibits hereto constitutes the entire agreement between the parties, their officers, employees, agents and assigns and supersedes all prior agreements, understandings, warranties or promises between the parties hereto, whether written, spoken or implied from the conduct of the parties hereto. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE 18.12 Severability. In the event any covenant, condition or provision of this Agreement is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall not in any way affect any of the other covenants, conditions or provisions of this Agreement, provided that the invalidity of any such covenant, condition or provision does not materially prejudice either City or Contractor in his/her or its respective rights and obligations under the valid covenants, conditions or provisions of this Agreement. 18.13 Surrender of Possession. Upon the expiration of this Agreement or its earlier termination as herein provided, Contractor shall remove all of its property from SouthRidge Golf Course and surrender entire possession of its rights at SouthRidge Golf Course to City and its improvements in accordance with Section 11 above, unless this Agreement is renewed or replaced. 18.14 City Representative. The City designates the Director of Parks, as its representative who shall make, within the scope of his/her authority, all necessary and proper decisions with reference to this Agreement. All requests for contract interpretations, amendments and other clarifications or instructions shall be directed to the City Representative. 18.15 Notices. Notices permitted or required to be given under this Agreement shall be in writing and shall be deemed given upon personal delivery or upon deposit in the United States Mail, certified, return receipt requested, postage fully prepaid, addressed as follows or to such other address as the parties may designate from time to time by notice given in accordance with this Section: Contractor: City: Copy to: DMAC Golf LLC City of Fort Collins City of Fort Collins Attn: David R McCleave Attn: Director of Parks Attn: Purchasing Dept. 3303 68th Ave Court PO Box 580 PO Box 580 Greeley, CO 80634 Fort Collins, CO 80522 Fort Collins, CO 80522 18.16 Schedules and Exhibits. Whenever reference is made in this Agreement to a Schedule or an Exhibit, unless otherwise specifically expressed to the contrary, such Schedule or Exhibit shall be deemed attached to and by this reference incorporated in this Agreement. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE 18.17 Force Majeure. However, neither the City nor the Contractor shall be deemed in violation of this Agreement if prevented from performing any of its obligations hereunder by reason of strikes, boycotts, labor disputes, embargoes, shortage of energy or materials, acts of God, act of public enemy, acts of superior governmental authority, weather conditions, rights, rebellion, sabotage or any other circumstances that are not within its control. 18.18 No Limitation on General Powers Nothing in this Agreement shall be construed as in any way limiting the general powers of the City to fully exercise their governmental functions or their obligations under any bond covenants or federal, state or local laws, rules or regulations. 18.19 No Relationship. Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of employer and employee, principal and agent or a partnership or a joint venture between the parties hereto. It is agreed that in the performance of the golf services and concession operation hereunder, the Contractor is an independent contractor responsible to the City only as to the results to be obtained and to the extent that the services and operation shall be done in accordance with the terms of this Agreement. 18.20 Survival. To the extent necessary to carry out all of the terms and provisions hereof, the said terms, obligations and rights set forth herein required shall survive and shall not be affected by the expiration or termination of this Agreement. [Signatures appear on the following page] DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE  EXHIBIT A SCOPE OF GOLF SERVICES The Golf Professional at the Golf Course shall be a member of, the Professional Golfers' Association of America ("PGA"). He or she must be of character that is accepted by the general public. The following is a list of specific duties required of the Golf Professional. This list is not all- inclusive, but does include the most important duties to be performed by the Golf Professional or those under his supervision. A. Contractor in General 1. Management and scheduling of the golf course operations at the SouthRidge Golf Course, including but not limited to, the general management of play on the course and driving range, course monitoring (ranger/marshal functions), preparation, return inspection, and rental of City-provided golf carts, golf lessons/instruction, golf club repair and rentals, tournament and league coordination, and overall use and management of the clubhouse, including the daily cleaning of all outside entrance areas and cleanliness of the clubhouse. 2. Timely collection and accounting of City green fees, annual pass fees, gift certificates, tournament fees, golf cart rental or use fees, Premier card, driving range fees, employee or volunteer charge fee, City building rentals, and other fees in the amounts set by the City. 3. Cleaning and daily preparation for customers of City-provided golf carts, including the daily cleaning of the golf cart staging area. 4. Provision of starters, assistant golf professionals, course monitors (marshals/rangers), janitors, cashiers and other personnel as necessary to facilitate full and efficient use of the course and other activities at the SouthRidge Golf Course. 5. Supervise the reservation system and the flow of players onto the Golf Course. Make every effort to maximize the number of tee time reservations per day of operation. 6. Operate at his/her sole risk, cost, profit and expense, a service-oriented, well- provisioned golf pro shop that satisfies the needs of the public. 7. Provide a golf equipment repair service and provide any other facility necessary to facilitate such repair. 8. Make available and provide for rental to the public pull carts and golf clubs. 9. Generally supervise and maintain a favorable working relationship with all local golf associations. Personally provide assistance and support to each association to meet the reasonable demands of the association. Make every effort to equitably provide assistance and support to both men's and women's golf associations. B. Golf Professional 1. The Contractor shall devote his/her full time and attention as the primary golf professional for the SouthRidge Golf Course during the entire calendar year. Upon DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE submitting a written request at least three (3) days in advance and receiving the City's consent, he/she may take up to a total of fourteen (14) vacation days annually, no more than five of which may be consecutive between April-September. The City’s expectation is that vacation days will generally be taken October through March. The Contractor may be away from the Golf Course for the purpose of participating in tournament play or other golf-related activities, i.e. schools, seminars and demonstrations, to maintain and/or improve professional status for not more than ten (10) days between April-September with no more than five (5) of which may be consecutive days between April-September. 2. Contractor shall use his/her best effort to manage the pace of play on the course. Setting expectations and educating golfers about the time to complete a round and monitoring the course to enforce compliance are expected. Utilizing a course starter to help manage pace of play should also be considered. 3. The Contractor shall regularly play golf with a number of different customers to generally promote golf and Golf Course. 4. In periods of heavy play, Contractor shall regularly tour the Golf Course to greet customers and answer questions, monitor the flow of play and generally inspect the facility. Report any physical course problems or safety issues to the Golf Operations Manager or designee. 5. The Contractor shall serve as the primary monitor (marshal/ranger) at the Golf Course and maintain the pace of play according to industry standards and City Policies and Procedures. Volunteers, after proper training by the Contractor, may also act as course marshals or rangers. C. Growing the Game. 1. Contractor shall use his/her best effort to increase rounds played at the course and the use of carts and the driving range. This includes promoting league play and tournaments. It also includes providing programs and services so attract young (junior) golfers, women golfers and dormant golfers to the course. Efforts could include golf camps, leagues or special events or programs for these types of golfers, female teaching pros, SNAG Golf, Get Golf Ready, Right Tees and similar efforts. 2. Provide competent golf instruction for all levels of players. 3. Plan, organize, administer and participate in the City's junior golf program. 4. Provide, train and supervise assistant Golf Professionals, starters, marshals and other personnel necessary to perform requirements set forth in the Concession Agreement. 5. Attend all Golf Course Advisory Board meetings and other meetings as required. 6. Represent the City in local PGA section activities and tournaments. 7. Constructively participate in an evaluation of the Golf Professional's operation on an annual basis. 8. Maintain a close relationship and cooperate with the Golf Course Superintendent. 9. Retrieve balls from practice range daily or as necessary, wash balls, stock ball machine, dispense balls to the public and collect range fees. Collect and account for all golf fees as established by City ordinance. The Golf Professional does not have DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE the authority to waive any fees owed to the City by a customer or staff with the exception of the following: a. Issue refunds to an unsatisfied customers. b. City staff, only when authorized within the limit of a written policy established by the Director of Parks. c. A guest who presents an official City-issued complimentary pass or City- issued gift certificate. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE EXHIBIT B SCOPE OF PRO SHOP AND DRIVING RANGE SERVICES I. Pro Shop and Driving Range. A. The Contractor shall operate a golf pro shop in the clubhouse which shall stock a variety of golfing equipment (for sale and rent), supplies and related merchandise in sufficient quantity to meet the demands of customers of the golf course. B. The Contractor shall provide all merchandise and display fixtures, stock, supplies and inventory for the shop. C. The Contractor shall operate the driving range such operation to include making equipment and range balls available for use. The City shall provide replacement range balls as the current inventory of range balls wears out. Contractor shall also provide and maintain high quality hitting mats, and range ball retrieval equipment. Contractor shall retrieve range balls as needed to ensure balls are always available for customers. The Contractor shall maintain the range ball dispensing machine. The City shall be responsible for replacing the range ball dispensing machine when the parties agree the machine has reached end of life. D. The Contractor may retrieve and own any abandoned golf balls at SouthRidge Golf Course. II. Merchandise Quality, Price Control. Contractor acknowledges the desire and obligation of City to provide the public and the golfer high quality merchandise and a high level of public service. Therefore, Contractor agrees to offer for sale from the clubhouse only high quality merchandise at prices not to exceed the prices customarily charged for similar merchandise in high quality Fort Collins area operations. If, in the opinion of the City, the selection of items offered is inadequate, if the merchandise is not of high quality, if any of the prices, charges and rates are excessive, or if any of the items are found to be objectionable for display and/or sale in a public facility, a representative of the City shall meet and confer with Contractor regarding such matters, but Contractor acknowledges that the City's determination as to same shall be conclusive. Failure of Contractor to correct, rectify or modify its prices or quality within five (5) days of being advised in writing to do so shall be cause for default. Contractor shall not offer for sale gift certificates, vouchers, punch cards, or other similar services, except to the extent the same are restricted and limited in duration to one year or less. III. Use of the Clubhouse. The Contractor shall use any and all parts of the clubhouse and designated areas of the golf cart storage building, hereinafter collectively referred to as "clubhouse," for the purpose of operating the concessions and for other incidental purposes only. The clubhouse shall not be used for any other purpose without the prior written consent of City. IV. Maintenance and Repairs. A. The City shall be responsible to maintain and repair the interior and exterior of the clubhouse. The City shall not in any way be liable to the Contractor for failure to make repairs unless the Contractor has previously notified the City in writing of a DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE need for such repairs, and the City has failed to commence and complete said repairs within a reasonable period of time following receipt of the notification. B. The Contractor shall be liable for and shall reimburse the City for the cost of any repairs or damage caused by any act or negligence of the Contractor or its agents or employees. C. The Contractor shall secure the retail pro shop area and shall provide janitorial services to that area, keeping it clean and in good sanitary condition as required by the ordinances, regulations and statutes of the City of Fort Collins, County of Larimer and State of Colorado and this Agreement. D. The Contractor shall neither hold nor attempt to hold the City liable for any injury or damage, either proximate or remote, occasioned through or caused by defective electrical wiring or the breaking or stoppage of plumbing or sewage in or upon the clubhouse, whether said breakage or stoppage results from freezing or otherwise. E. The Contractor shall not permit nor suffer the clubhouse or the walls thereof to be endangered by overloading nor permit it to be used for any purpose which would render the insurance thereon void or insurance risks more hazardous without prior written consent of the City, which consent may be conditioned upon the Contractor obtaining additional specific insurance coverage for such more hazardous risks. V. Alterations and Improvements. A. All alterations, additions, improvements or changes to the clubhouse by the Contractor subsequent to the commencement of the term shall be subject to the prior written approval of the City. B. The City reserves the right, from time to time (without invalidating or modifying this Agreement), to make alterations, changes and additions to the land and improvements of which the clubhouse forms a part. C. The Contractor hereby indemnifies and agrees to hold the City harmless from all liens, claims or charges on account of any alterations, additions, improvements or changes to the clubhouse by Contractor. D. At the end of the term of this Agreement, all fixtures, equipment, additions and alterations, except trade fixtures installed by the Contractor, shall be and remain the property of the City. Provided, however, the City shall have the option to require the Contractor to remove any or all such fixtures, equipment, additions and alterations and restore the clubhouse to the condition that existed immediately prior to such change and installation, normal wear and tear excepted, all at the Contractor's cost and expense. All such work shall be done in a good and workmanlike manner and shall consist of new materials unless otherwise agreed to by the City. VI. Credit Card Billing System. The City and the bank handling the City's banking services will allow the Contractor to use the City's credit card billing system for the collection of all City fees and charges, as well as for specified Golf Professional/Concession fees, with the Contractor paying for their share of said service, and at the rate established by the City. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE EXHIBIT C DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE EXHIBIT D DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE EXHIBIT E DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE EXHIBIT F DISCRIMINATION PROHIBITED (A) Contractor agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478 and 12086. Contractor shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: (1) Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Agreement; (2) Provide any facilities, services, financial aid, or other benefits which are different, or are provided in a different manner, from those provided to others under this Agreement; (3) Subject an individual to segregated or separate treatment in any facility in, or in any matter if process related to receipt of any service or benefit under this Agreement; (4) Restrict an individual in any way in access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with any service or benefit under this Agreement; (5) Treat anyone differently from others in determining if they satisfy any admission, enrollment, eligibility, membership or other requirement or condition which the individual must meet to be provided a service or benefit under this Agreement; (6) Deny anyone an opportunity to participate in any program or activity as an employee that is different from that afforded others under this Agreement. Contractor shall: (1) Utilize the City’s third-party translation service provider as required to provide meaningful language access to persons with limited English proficiency; and (2) Post written notices of non-discrimination in its facilities and make available to its clients a Title VI complaint form, in a form reasonably acceptable to the City. (B) Contractor shall abide by all applicable provisions of Section 504 of the HEW Rehabilitation Act of 1973 as amended (implemented in 24 CFR part 8) prohibiting discrimination against handicapped individuals, and the Age Discrimination Act of 1975 (implemented in 24 CFR part 146) prohibiting discrimination on the basis of age, either through purpose or intent. DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE EXHIBIT G CITY-OWNED INVENTORY SOUTHRIDGE CLUBHOUSE EQUIPMENT Public Address System Safe (bolted) Window Coverings DELL Pos (2 Stations) W/GolfTrac System Credit Card Machine & Printer Pro Shop Counter (Front & Back) Slat Wall Paneling Hanging Fan Track Lighting Fixed/Attached Shelving in Basement Driving Range Distance Markers Hanging Television and Rack in Golf Shop All Phones Power Washer for Carts Price Board Rolling Wooden Trash Bin, Green Trash Enclosures Outside Procom Wireless P.A. System & Battery Charger & Case DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE EXHIBIT H CONTRACTOR-PROVIDED PERSONAL PROPERTY DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE EXHIBIT I INSURANCE LIMITS 1. $1,000,000 -- Liquor Liability, per occurrence 2. $1,000,000-- Commercial General Liability with Combined Single Limit; $2,000,000 Aggregate 3. Statutory -- Workers’ Compensation Coverage A 4. $100,000/$500,000/$100,000 -- Workers’ Compensation Coverage B 5. $1,000,000 -- Products Liability DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE DocuSign Envelope ID: B89F7C44-7ECF-4EEB-B97A-B2CE491E04FE INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ PRO- $ POLICY JECT LOC COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD ACORDTM CERTIFICATE OF LIABILITY INSURANCE 4/28/2014 Flood & Peterson Ins., Inc. P. O. Box 578 Greeley, CO 80632 970 356-0123 Miki Underwood 970 506-3224 970 506-6820 munderwood@floodpeterson.com Dmac Golf LLC 5750 S Lemay Ave Fort Collins , CO 80525 Allied Insurance Pinnacol Assurance A X ACP7525131151 06/11/2013 06/11/2014 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 B Y 4076551 01/01/2014 01/01/2015 X 100,000 500,000 100,000 Certificate holder is included as Additional Insured as required by written contract as their interest may appear in regards to the following location: 5750 S Lemay Ave;; Fort Collins , CO City of Ft. Collins Attn: Gerry Paul 215 N. Mason Street Fort Collins, CO 80524 1 of 1 #S884202/M880750 Client#: 51460 DMAGO MLU 1 of 1 #S884202/M880750