GOLF COURSE MANAGEMENT, OPERATION
AND MAINTENANCE AGREEMENT
TABLE OF CONTENTS
TITLE PAGE
1. Premises 2
2. Term of Agreement 2
3. Compensation 3
4. Funds Control 4
5. Use of Premises 4
6. Golf Course Fees and Charges 5
7. Promotions and Marketing 6
8. Daily Operations 6
9. Maintenance and Repairs of Courses & Fac.'s 6
10. Food and Pro Shop Concessions 8
11. Liens 9
12. Capitol Improvements 9
13. Machinery and Equipment 10
14. Personnel 10
15. Inspection and Accounting 11
16. Statistical Records and Information 12
17. Letter of Credit 12
18. Insurance 12
19. Indemnity Provisions 13
20. Utility Charges 13
21. Taxes 14
22. Signs 14
23. Compliance with Laws 14
24. Rules and Regulations 14
25. Default and Termination 14
26. Possession on Termination 15
27. Eminent Domain 15
28. Assignment and Subleasing 16
29. Licenses and Permits 16
30. HAZMAT/Underground Fuel Storage Tanks 16
31. Emergency Entry 16
32. Notice and Authority 17
33. Modification/ Amendment 17
34. Availability of Funds 17
35. Entire Agreement 17
36. Signatures 18
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GOLF COURSE MANAGEMENT, OPERATION
AND MAINTENANCE AGREEMENT
THIS AGREEMENT is entered into by and between the State of ________________,
acting by and through the ________________ Department of Wildlife, Fisheries and Parks, (the
DEPARTMENT) and _________________________, qualified to do business in the State of
________________ (the CONTRACTOR).
WHEREAS, the DEPARTMENT, pursuant to the terms of that certain bond issue
contained in ___________, has constructed and is the owner of a golf course lying and being
situated on the grounds of the ___________________ in _________ County,
________________;
WHEREAS, the DEPARTMENT is desirous of entering into a contract for the
professional management of the above said golf course; and
WHEREAS, the CONTRACTOR desires to manage, operate and maintain the above said
golf course;
THEREFORE, the parties agree as follows:
1. Premises
The DEPARTMENT contracts with the CONTRACTOR for the term and upon the
conditions hereinafter set forth for the management of those certain premises owned by the
DEPARTMENT and situated in the State of ________________ described as follows:
The public golf course located at ___________________ , near the city
of______________, ________County, ________________.
The term "Premises" refers to the real property above described and to any and all
structures and improvements located thereon with any exceptions as stated herein.
2. Term
The term of this contract shall be for a total of ________ (___) Years, commencing May
_____, 20___, and ending _____ _____, 20____, (the "Initial Term"). The DEPARTMENT
may, at the end of the three year Initial Term, renew this agreement, on the same terms and
conditions as set forth herein, for an additional period of _____ (____) Years, beginning ______
____, 20___, and ending _____ ____, 20___ (the "Renewal Term"). The Initial Term and
Renewal Term are collectively referred to herein as the "Term."
The Initial Term of this agreement shall be broken down into two (2) phases as follows:
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Phase I - Service Phase: _______ _____, 20___ to ______ ____, 20___. During this
phase of the agreement, the CONTRACTOR will perform oversight and maintenance duties for
the post-construction phase of golf course development known as, "grow-in" or "grassing-in".
Phase II - Management Phase: _______, 20____ to _____ _____, 20___. During this
phase, the CONTRACTOR will perform actual management duties as set out in this agreement.
3. Compensation
The CONTRACTOR shall be compensated for its services provided hereunder, as
follows:
Initial Term/Phase I:
CONTRACTOR will be paid a fee of $00.00 for services rendered during Phase I, to be
paid at the end of each month during this phase in the following amounts:
______ 20___- $00.00
______ 20___- $00.00
Initial Term/Phase II:
The CONTRACTOR shall be compensated for Phase II of the Initial Term in the
following amounts and elements:
(1) Operating Expense Element: $00.00 Annually
(2) Fixed Fee Element: $00.00 Annually
(3) Variable Fee Element up to annual amount of Fixed Fee Element
In addition to the Operating Expense and the Fixed Fee elements noted above, the
CONTRACTOR shall be entitled to a monthly payment of ______ Percent (0%) of Gross Golf
Revenue (defined below) as additional compensation (the "Variable Fee"). The Variable Fee
may not exceed the amount of the annual Fixed Fee during any year of operations under this
agreement.
The term "gross golf revenue" shall be defined as the total of all amounts received in
collected funds by the CONTRACTOR, his agents and employees from all sources from the
operation of the golf course facilities, such as green fees, season tickets, golf cart rental, practice
ball and driving range fees, and payments received by virtue of any and all operations of the golf
course facilities. Fees for golf instruction, tips, proceeds from retail food/beverage or other
concession (equipment, apparel, etc.) sales, and/or taxes shall not be considered gross golf
revenue .
4. Funds Control
The CONTRACTOR shall invoice the DEPARTMENT for its monthly payment
($00.00) on the last working day of the month during which services were rendered. The
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CONTRACTOR's invoice shall be accompanied by a statement of gross golf revenue for the
billing period. The DEPARTMENT shall remit the invoiced amount, plus the CONTRACTOR's
percentage of gross golf revenue, for that billing period, as soon as possible after receipt of the
invoice, but no later than ____ (___) days following receipt of the CONTRACTOR's invoice.
The Operating Expense Element payment(s), received by the CONTRACTOR from the
DEPARTMENT, shall be deposited in such bank accounts as CONTRACTOR deems necessary
(the "Operating Accounts"). The DEPARTMENT shall have access, solely for audit and review
purposes, to such accounts and records of such accounts. The CONTRACTOR may use the
Operating Accounts solely to pay the Operating Expenses for the Premises.
The CONTRACTOR shall be responsible for an accounting of all monies received from
the DEPARTMENT, as per Paragraph 15 of this agreement. Additionally, the DEPARTMENT
shall perform an audit of CONTRACTOR's operations, as of the end of each State Fiscal Year
during the Initial and Renewal Terms of this agreement. Any unspent funds remaining in the
Operating Accounts at the end of each state fiscal year during the Term of the agreement, may,
at the option of the DEPARTMENT, be carried forward for use in the following fiscal year or
rebated to the DEPARTMENT.
All gross golf fee revenue due and owing to the DEPARTMENT must be deposited as required
by State law into an account or accounts at an approved depository bank, set up by the
DEPARTMENT, and accessible by the State Treasurer. Such depository accounts shall be
established by the DEPARTMENT according to State law and procedure.
Any payments due the CONTRACTOR, from the DEPARTMENT that are not made by the
________ (___th) day following the receipt of the CONTRACTOR's invoice, shall earn interest
at the maximum rate permitted by law, which interest amount shall then be due and owing to the
CONTRACTOR. Any such interest payments due and owing the CONTRACTOR shall not be
considered any part of compensation, either fixed or variable, under this agreement, but it is and
shall be considered a separate obligation.
5. Use of Premises
A. CONTRACTOR agrees to use the Premises for the purpose of operating a public
golf course facility and providing the usual and ordinary services provided at golf courses,
including but not limited to: regular and group golf play, food and beverage (including alcoholic
beverages) concessions, free automobile parking facilities for golf patrons, the sale and rental of
golfing equipment and the sale of apparel.
B. The CONTRACTOR shall offer such programs, including junior golf activities,
adult recreational leagues, school use, outings, and annual and special tournaments, as are
feasible to promote the sport of golf as a public recreational opportunity at ________________
State Parks.
The CONTRACTOR shall endeavor to devote no less than ____% (on an annual
average) of the daily tee times to golf play by the general public. Service to the public is of
utmost importance. The CONTRACTOR shall enforce any rules and/or DEPARTMENT
regulations pertaining to golf courses and the use of the clubhouse facilities. Any additional rules
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proposed by the CONTRACTOR must be submitted to and approved by the DEPARTMENT
prior to implementation.
C. CONTRACTOR shall be obligated to secure and pay for all federal, state, and
local licenses and permits and pay all sales and excise taxes required for the operation of any
food or beverage concession and/or apparel and equipment sale or rental.
D. The said Premises shall not be used for any illegal purposes, nor in violation of
any valid regulation of any governmental body exercising jurisdiction over the Premises, nor in
any manner to create any nuisance or trespass, nor in any manner which may invalidate the
insurance coverage of the said Premises.
The CONTRACTOR, its subcontractors (if any) and concessionaires (if any) agree to
cooperate with the DEPARTMENT in the event the DEPARTMENT conducts recreational or
community related activities at the golf course facilities. The DEPARTMENT agrees that such
activities shall be conducted in such a manner so as to have minimal interference with regular
golf operations.
E. Booking and rental of the "executive" cabins under construction in conjunction
with the golf course may be controlled by either the DEPARTMENT or the CONTRACTOR as
shall be mutually agreed between the parties. In any event, golf patrons and/or participants in
golf-related events shall be given preference when booking the executive cabins .
6. Golf Course Fees and Charges
A. CONTRACTOR shall operate the said Premises as public golf courses. Fee
increases shall not exceed 0.0% per year without the prior approval of the DEPARTMENT for
green fees and cart rentals. If requested fee increases exceed 0.0% of existing fees, the increase
request must be justified and/or substantiated by earning or loss audit statements or other
documentary evidence. Fee increases of less than 0.0% will not require the DEPARTMENT's
prior approval ; however, the DEPARTMENT shall be informed of any increase, ____ days prior
to its effective date. Fee increases are not required to be an aggregate increase. Adjusted fees
shall be rounded to the nearest _______ cents (___) or whole dollar amount. Any new categories
of fees will require the prior approval of the DEPARTMENT.
B. The CONTRACTOR shall have the exclusive right to adjust all other fees and
charges as it sees fit, during the Term of this agreement.
7. Promotions and Marketing
CONTRACTOR will promote use of the golf courses through an annual marketing plan
and budget to be approved by DEPARTMENT . The DEPARTMENT will exercise its best
efforts to secure promotion of the golfing facilities by other agencies of State government
involved in the promotion of recreation, tourism and/or economic development.
8. Daily Operations
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The courses will be operated daily, weather conditions and maintenance schedules
permitting, with opening and closing times consistent with park schedules. The CONTRACTOR
shall exercise reasonable judgment in closing the golfing facilities, for whatever reason. In the
event the CONTRACTOR deems it necessary to close a golfing facility, the CONTRACTOR
must notify the DEPARTMENT immediately of the decision to close, specifying the date and
time of closing and the anticipated duration of the closing.
9. Maintenance and Repairs of the Golf Courses and Facilities
A. Buildings and Structures
The CONTRACTOR shall, throughout the term of the Contract, keep and maintain all
building structures of every kind which may be a part of the golf course facilities, in as good or
better condition than said structures and all improvements thereon were in at the beginning of
the Term, ordinary wear and tear, force majeure and damage caused by the DEPARTMENT
excepted. CONTRACTOR agrees to keep clean and in a sanitary condition, all premises used by
CONTRACTOR and more particularly the clubhouse's food and beverage areas.
CONTRACTOR is responsible for disposal of wastes generated by the operation of the
Premises. Specifically, CONTRACTOR is responsible for removal and disposal of wastes
directly attributable to the operations of the concessions. The CONTRACTOR will comply with
all applicable state and local health laws and regulations. The DEPARTMENT reserves the right
to inspect the facilities, without notice, and demand that conditions which are, in its opinion,
unsanitary, be corrected without delay. Repairs to the facilities, improvements and/or fixtures,
including air conditioning, heating plant, and the like, shall be the responsibility of the
DEPARTMENT, which shall be performed promptly and in such a way as to minimize loss to
the CONTRACTOR.
B. Golf Course
CONTRACTOR shall keep and maintain the turf irrigation systems, including the pump
house, the trees and shrubs, the greens, fairways and other turf including winter maintenance, in
as good or better condition than they were in at the beginning of the Term, ordinary wear and
tear, force majeure , and damage caused by the DEPARTMENT excepted. Repairs to the above
mentioned facilities, improvements and/or fixtures, shall be the responsibility of the
DEPARTMENT, which shall be performed promptly and in such a way as to minimize loss to
the CONTRACTOR.
C. CONTRACTOR has no responsibility for maintaining the parking lots or
entrance roads except for trash and debris removal and disposal .
D. In order to determine the continuing quality and condition of the contracted
premises, and in order to determine the responsibility of CONTRACTOR at the termination of
the Agreement, the DEPARTMENT and CONTRACTOR shall jointly hire a turf consultant to
evaluate the golf course annually and at the termination of the Agreement . Each of these times a
consultant is so hired, the consultant shall prepare a detailed written report containing the results
of his evaluation. The cost of each of these evaluations and reports shall be equally shared by the
DEPARTMENT and CONTRACTOR. The recommendations made by the turf consultant shall,
if feasible, be implemented, if mutually agreeable to DEPARTMENT and CONTRACTOR. All
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maintenance costs, as determined by the consultant, shall be considered operating expenses
properly payable out of the Operating Accounts; capital improvements shall be made by the
DEPARTMENT .
E. In addition, the DEPARTMENT has a right to hire, at its own expense, a turf
consultant to evaluate the condition and quality of the golf course at any and all other times as it
deems necessary or desirable.
F. In the event it becomes necessary to perform any public improvement work on
the Premises, it shall be the responsibility of the DEPARTMENT to perform such work at its
expense. For purposes of this agreement, public improvements and capital improvements shall
include but not be limited to: utility installation, major structural improvements to storm sewer
or water main installation, major structural improvements to the buildings, and repair to damage
caused by natural disaster or force majeure . In no event shall the DEPARTMENT be required to
make repairs or improvements if the damages are proximately caused by the CONTRACTOR's
(or its employees' or agents') negligence, act of omission or commission.
G. Should the Premises be so damaged by fire, casualty, vandalism, natural disaster,
act of force majeure , or any other cause whatsoever, so as to render the Premises untenantable or
unfit for the purposes of this contract, the parties shall negotiate reasonably and in good faith
regarding which, if any, provision or provisions of this agreement may be modified, suspended
or renegotiated as a result of such damage to the Premises. The parties shall meet for such
negotiations within _________ (____) days after the date of damage .
H. CONTRACTOR may not make any major alterations, additions, major repairs,
permanent decorations, restorations or improvements of the Premises without first submitting
plans and specifications for same to the DEPARTMENT for its written approval. A major
alteration shall be defined as any activity which substantially changes the physical appearance,
playing condition or intended purpose of the golf course grounds, buildings, bridges, shelters,
parking lots, roads, cart paths and/or irrigation systems.
I. Any agreement to make major alterations, additions, major repairs, permanent
decorations, restorations or improvements shall be submitted in advance of execution to the
DEPARTMENT, and any other appropriate agency of State government as necessary, for
approval. Specific authority to perform such alterations, etc., must be granted by the
DEPARTMENT. Such authorization shall be specifically conditioned upon CONTRACTOR's
agreement that CONTRACTOR, or its subcontractor shall supply a performance bond or letter
of credit guaranteeing satisfactory completion of such construction, and payment of all debts and
claims arising from such construction permitted by the DEPARTMENT. Any improvements,
alterations, additions repairs, etc., made by the CONTRACTOR, shall become the property of
the DEPARTMENT.
J. The CONTRACTOR shall be responsible for providing all labor, supplies,
materials that are reasonably necessary to assure the proper condition of the greens, tees,
fairways, and buildings of the Premises . The CONTRACTOR shall be responsible for
winterizing and care during the off-season months of the golf course grounds and greens in all
ways including, but not limited to, necessary preventive maintenance to the course irrigation
system and spraying on of fungicides. The work to be done by CONTRACTOR in connection
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with the general maintenance necessary to maintain the proper playing condition of greens, tees,
and fairways and the winterizing and winter care of said golf course, shall be in accordance with
generally accepted greenskeeping methods for the area. This provision also includes maintaining
the clubhouses, and maintenance buildings, including adequate winter heat .
10. Food and Pro Shop Concessions
A. CONTRACTOR shall have the right to operate food and beverage services within
the facilities on its own behalf under a concession lease separate from this agreement, but
incorporated herein by reference. Proceeds from the sale of food items shall be deposited in bank
accounts accessible by the DEPARTMENT solely for review/audit purposes, but shall not be
considered in determining gross golf revenue. The CONTRACTOR may sublease the food
concessions in the facility. Any such subcontract/sublease will be subject to the
DEPARTMENT's prior approval which shall not be unreasonably withheld. Adequate records
shall be maintained which shall be subject to State audit.
B. The CONTRACTOR shall be authorized to operate a golf pro shop for the sale of
golf equipment and teaching golf lessons. Proceeds from the sale of merchandise and lesson fees
shall be deposited in bank accounts accessible by the DEPARTMENT solely for review/audit
purposes, but shall not be considered in determining gross golf revenue. Operation of the Pro
Shop and teaching of lessons may be subcontracted/subleased to others. Any such
subcontract/sublease must have the prior approval of the DEPARTMENT which shall not be
unreasonably withheld. Adequate records shall be maintained which shall be subject to State
audit.
C. The CONTRACTOR or its subcontractor/ sublessee will pay the DEPARTMENT
________ per cent (____%) of gross retail sales from food and beverage and proshop operations
as rental for these concessions, payable periodically as agreed between the parties.
11. Liens
The CONTRACTOR shall keep all of the golf course facilities and every part thereof and
all buildings and other improvements at any time located thereon, free and clear of any and all
mechanics', materialman, or other liens for or arising out of or in connection with work or labor
done, services performed, or materials or appliances used or furnished for or in connection with
any operations of CONTRACTOR, any alteration, improvement, or repairs or additions which
CONTRACTOR may make or permit or cause to be made, or any work or construction, by, for,
or permitted, by CONTRACTOR on or about the premises or any obligations of any kind
incurred by CONTRACTOR. The CONTRACTOR shall have the right to contest in good faith
an imposition of any liens on the premises, provided that the CONTRACTOR shall indemnify
the DEPARTMENT for all costs to which the DEPARTMENT may become liable, in a sum
sufficient to offset said claims during the pendency of any action. The CONTRACTOR shall,
nevertheless, act promptly in the removal or contesting of such liens.
12. Capital Improvements
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A. The DEPARTMENT has the right to make whatever capital improvements it
deems necessary or desirable at any time without expense to the CONTRACTOR. Before
making any such improvements, the DEPARTMENT shall meet with CONTRACTOR to
discuss the effect of the improvement, and making of such improvement(s) upon
CONTRACTOR's operation of the premises.
B. The DEPARTMENT agrees to give reasonable advance notice to
CONTRACTOR of the date or time of any work which the DEPARTMENT intends to conduct
on the premises.
C. This agreement is subject to all easements of record relating to the premises, and
the rights of the DEPARTMENT and other public utilities to go upon the premises comprising
the golf course facilities, for the purpose of installing, removing, inspecting or maintaining
public utilities.
D. For any such capital improvement having a material impact on CONTRACTOR's
operation of the facilities under this agreement, the DEPARTMENT shall first obtain the
CONTRACTOR's approval and acceptance of the improvement(s), which approval and
acceptance shall not be unreasonably be withheld.
13. Machinery and Equipment
A. It is expressly understood that the CONTRACTOR is to provide and operate,
during the term hereof, all necessary maintenance equipment to be used on the said golf courses .
The DEPARTMENT expects, but does not require, that maintenance equipment be equivalent in
quality and in quantity of items recommended by the Golf Course Superintendent's Association
of America Standards for a resort course. The DEPARTMENT reserves the right to inspect
without notice inventories of maintenance equipment for usage conditions.
B. The CONTRACTOR will provide a minimum of ______ (_____) golf carts at the
golf course, operational at all times. CONTRACTOR will maintain and repair golf carts .
C. Equipment leases or lease/purchase agreements between the CONTRACTOR and
its equipment vendors may be assignable or assumable by the DEPARTMENT , and the
DEPARTMENT may exercise this option at its discretion .
D. All machinery, equipment and/or commodities leased or purchased with funds
provided by the DEPARTMENT for the operation of the golf courses must be used solely for the
operation of the golf course/Premises mentioned herein.
14. Personnel/ Relationship of Parties
It is expressly understood and agreed that the DEPARTMENT enters into this Contract
with the CONTRACTOR based on the purchase of services and not based on an employer-
employee relationship. For all purposes under this contract:
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A. CONTRACTOR represents that it has, or will secure personnel qualified to
perform the duties required to be performed under this contract. Such personnel shall not be
deemed in any way, directly or indirectly, expressly, or by implication, to be employees of the
DEPARTMENT or of the State of ________________.
B. Any person employed by the CONTRACTOR to perform the services hereunder
shall be the employee of the CONTRACTOR, who shall have the sole right to hire and discharge
its employee(s).
C. It is further understood that the consideration expressed herein constitutes full and
complete compensation for all services and performances hereunder, and that any sum due and
payable to the CONTRACTOR shall be paid as a gross sum with no withholdings or deductions
being made by the DEPARTMENT for any purpose from said contract sum.
D. CONTRACTOR shall pay, when due, all salaries and wages of its employees, and
it accepts exclusive responsibility for the payment of Federal Income Tax, State Income Tax,
Social Security, Unemployment Compensation and any other withholdings that may be required.
Additionally, the CONTRACTOR shall provide a golf course superintendent who shall
function as a supervisor for golf course maintenance operations at the park. At a minimum the
golf course superintendent shall have under his direction a full-time grounds-keeper, as well as
adequate staff for concessions, pro-shop, golf course maintenance, and equipment maintenance,
and adequate seasonal and part-time employees as needed. Employees of the CONTRACTOR
who use and/or direct (supervise) the use of any restricted-use pesticides, must be licensed and
certified pursuant to all applicable laws and regulations of the United States and the State of
________________. The CONTRACTOR shall maintain a workforce sufficient to staff the
course at all times that the course is open. The CONTRACTOR shall be an Equal Opportunity
Employer. Unless personally operated by CONTRACTOR only, the CONTRACTOR agrees to
employ a Course Manager who will be available during operation of the contract, who shall act
as the main liaison between the DEPARTMENT and the CONTRACTOR.
15. Inspection and Accounting
A. The CONTRACTOR shall keep or cause to be kept such reasonable books,
records, journals, accounts and ledgers as may be reasonably prescribed by the DEPARTMENT
as shown in Exhibit, and in accordance with generally accepted accounting principles, that
properly and accurately reflect the amounts of revenues and expenses and monies received and
spent in performing the services required under this agreement. Specifically, the
CONTRACTOR must be able to show that all monies received from the DEPARTMENT have
been expended in accordance with the terms and conditions of this agreement.
B. The DEPARTMENT Finance Director, his agents and State Audit personnel shall
have the right at any time, at any and all reasonable hours, and upon reasonable notice to the
CONTRACTOR to inspect and verify the books and records of the CONTRACTOR with
reference to the operation of the entire contracted facilities and the income in connection with
the operation of said facilities. The DEPARTMENT shall also have the right, at its expense, to
have an independent audit performed upon the CONTRACTOR's books and records relating to
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the operation of the contracted facilities as the DEPARTMENT may deem necessary or
desirable.
C. Any and all financial records, reports and information CONTRACTOR provides
to the DEPARTMENT must be stored and maintained for at least ______ (___) years; however,
if any litigation or other legal action, against, by or on behalf of the DEPARTMENT or State of
________________ has begun that is not completed at the end of the ____ (___) year period, or
if audit findings, litigation or other legal action has not been resolved at the end of the ______
(_____) year period, the records shall be retained until the final resolution of such proceedings.
Cash register tapes shall be retained by CONTRACTOR for each year during the term of this
contract plus one additional year.
D. The DEPARTMENT shall have the right of access to any and all portions of the
contracted premises, at any and all reasonable hours, and upon reasonable notice, for the purpose
of inspecting, analyzing and/or gathering information relating to the premises itself.
16. Statistical Records and Information
CONTRACTOR will provide the DEPARTMENT appropriate statistical records
regarding activity at and use of the contracted premises by the public on a monthly basis. Such
records shall be submitted to the DEPARTMENT by the _______ (_____th) day of the
succeeding month. Such records and information shall include the number and category of golf
rounds played, the categories and numbers of passes sold, a copy of a daily register/sign-up sheet
for players paying green fees, and any other information requested by the DEPARTMENT, and
agreed to by the CONTRACTOR, relating to the recreational use of the facilities by the public.
Any and all statistical records and information CONTRACTOR provides to the DEPARTMENT
shall be deemed public records.
17. Letter of Credit: Performance/Fidelity Bond
The CONTRACTOR shall cause to be given to the DEPARTMENT an irrevocable
Letter of Credit or a performance bond issued by a surety company, in a form agreeable to the
DEPARTMENT in the amount of ___________ Thousand Dollars ($00.00) from a financial
institution acceptable to the DEPARTMENT. Said Letter of Credit shall be furnished at the time
of the execution of the contract to protect the DEPARTMENT from loss in the event that the
CONTRACTOR were to abandon the Premises/ golf course. Said Letter of Credit shall remain
in effect throughout the Initial Term of the contract and the Renewal Term, if any. The
provisions of this paragraph shall not apply to termination by the CONTRACTOR, as per
Paragraph 25 of this agreement.
18. Insurance
The CONTRACTOR shall procure and maintain, during the Term of this agreement, a
policy of public liability insurance insuring the CONTRACTOR and the DEPARTMENT
against claims by persons who may be injured or otherwise damaged as a result of the operations
of the golf course facilities as provided in this agreement. Said insurance shall cover all acts of
the CONTRACTOR, its agents and employees, whether acts of omission or commission. Said
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policy shall be written by an insurance company licensed to do business in the State of
________________ and shall provide that the DEPARTMENT be named as an insured as its
interests may appear. A copy of the certificate of insurance and any endorsements thereon shall
be filed with the DEPARTMENT. Said policy shall provide general public liability and
automobile coverage and set forth a combined single limit of not less than _______ and no/100
Dollars ($00.00).
Further the CONTRACTOR shall maintain in force during the Term of this agreement a
liability policy, with provisions acceptable to the DEPARTMENT, insuring all property, real
and personal placed in the care, custody and control of the CONTRACTOR under the terms of
this agreement, insuring such property against loss due to any negligent act or acts of the
CONTRACTOR, its agents and/or employees. The limits of said policy shall be determined by
mutual agreement between the parties hereto and the policy shall provide that payments for
losses be made to the DEPARTMENT as its interest may appear.
The DEPARTMENT may, at its option, obtain such insurance against theft or other loss,
damage or destruction of the physical facilities and equipment which are covered under this
contract as the DEPARTMENT may deem appropriate. Any such insurance shall name the
DEPARTMENT as insured.
19. Indemnity Provisions
CONTRACTOR shall indemnify, save and hold harmless the DEPARTMENT from and
against any and all losses, costs (including attorney's fees), damages, expenses and liability
(including statutory liability and liability under Worker's Compensation and Unemployment
Compensation Laws) in connection with any claim for damages as a result of injury or death of
any person or damage to any property of the CONTRACTOR, its agents, employees, customers,
invitees, contractors, subcontractors and all other persons which may arise from and in any
manner grow out of any act or acts of negligence, on or about the premises, by the
CONTRACTOR, its agents, employees, customers, invitees, contractors, subcontractors and all
other persons.
The DEPARTMENT is an executive agency of the State of ________________ and as
such, enjoys qualified sovereign immunity. Tort claims, and any liability therefor, against the
DEPARTMENT for actions of its employees, agents or designees or damage or injury suffered
upon state property, shall be made pursuant to the procedures and guidelines contained in
________________ . In any event, the DEPARTMENT shall defend, save and hold
CONTRACTOR harmless for any claim for damages as a result of injury or death of any person
or damage to any property of the CONTRACTOR, its agents, employees, customers, invitees,
contractors, subcontractors and all other persons which may arise from and in any manner grow
out of any act or acts of negligence, on or about the premises, by the DEPARTMENT, its agents,
employees, customers, invitees, contractors, subcontractors and all other persons.
20. Utility Charges
CONTRACTOR shall pay all charges for utilities serving the premises, including gas,
sewer, water, electric and telephone service for and during the Term of this agreement. In the
event utilities are not separately metered for facilities which may, at any time, be under the
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possession, control and use of both the DEPARTMENT and CONTRACTOR, costs of these
services shall be equitably prorated between the DEPARTMENT and the CONTRACTOR based
on use.
21. Taxes
A. CONTRACTOR shall pay all taxes of whatever character that may be lawfully
levied upon or charged against the contracted premises, or upon CONTRACTOR's operation
hereunder. CONTRACTOR shall pay all license or permit fees necessary or required by law for
the conduct of its operations hereunder.
B. The premises are owned by the State of ________________ and as such are
presently exempt from real estate assessments and taxes. In no event shall the CONTRACTOR
be liable for payment of any real property taxes related to the premises hereunder.
22. Signs
The CONTRACTOR shall not erect or display, or permit to be erected or displayed, on
the premises, any permanent sign or advertising matter of any kind without first obtaining the
written consent of the DEPARTMENT and only if said sign complies with local sign ordinances.
23. Compliance with Laws
The CONTRACTOR shall comply with all applicable rules, regulations, laws,
ordinances, statutes or orders of any governmental authority, Federal, State, or Local, lawfully
exercising authority over the contracted premises or over the operations carried out pursuant to
this agreement. The serving of alcoholic beverages by the CONTRACTOR on said golf facilities
shall be limited to the hours during which the respective parks containing the golf courses are
open to the public; exceptions may be made to this restriction for special events with the prior
written approval of the ________________ Commission on Wildlife, Fisheries and Parks or
their designated representatives.
24. Rules and Regulations
The CONTRACTOR shall prepare written rules and regulations concerning the use and
operations of the golf course premises, including but not limited to such things as: reservations,
outings, leagues, tee times, tournament play, locker usage, etc. Such written rules and
regulations shall be submitted to the DEPARTMENT for its approval. All proposed rules and
regulations shall be submitted to the DEPARTMENT on or before ________ ______ of any year
during this agreement.
25. Default and Termination
A. In the event the CONTRACTOR defaults in the performance of any material
obligation which it must perform pursuant to the terms of this agreement, the DEPARTMENT
may terminate this agreement as hereinafter provided. Upon discovery of the CONTRACTOR's
default, the DEPARTMENT shall provide the CONTRACTOR with written notice describing
the default and giving the CONTRACTOR ______ (_____) days during which to cure said
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default. If, at the expiration of the _____ (___) day period, the default has not been corrected,
the DEPARTMENT may, at its option, by further notice to the CONTRACTOR declare this
contract to be terminated, null and void. Notice under this provision shall be in writing and
delivered to the CONTRACTOR pursuant to the provisions of this agreement. If the default is of
such a nature that it cannot be rectified within ______ (____) days, the CONTRACTOR may
apply to the DEPARTMENT for a reasonable extension of time to correct the default.
B. The DEPARTMENT shall have the right to terminate this contract without
penalty, after ______ years, upon _____ days notice.
C. Upon termination of this agreement for any reason, the CONTRACTOR shall be
entitled to payment of any and all amounts earned or due, pursuant to Paragraphs 3, 4, and 13.C.,
above, as of the effective date of termination. Likewise, the DEPARTMENT shall be entitled to
payment of any and all amounts earned or due pursuant to Paragraphs 4 and 10, above.
D. This agreement may also be terminated by the parties for good cause shown and
according to the notice provisions above. Good cause may include but is not limited to, breach
of a material term by either party, nonperformance of a duty or obligation, default or
delinquency in payment to the CONTRACTOR by the DEPARTMENT in excess of 90 days
following receipt of CONTRACTOR's invoice, or acts of omission or commission, including
statements, by either party, its agents contractors or employees, that would impugn, malign or
otherwise be detrimental to public golf at ________________ State Parks. Failure of either party
to terminate pursuant to this right, at the earliest date of existence of good cause, shall not
constitute a waiver of this right, which may be exercised at any time good cause exists.
26. Possession on Termination
Upon termination of the contract by the DEPARTMENT as provided herein, the
DEPARTMENT shall be entitled to take immediate possession of the golf course premises and
the CONTRACTOR agrees to cooperate with the DEPARTMENT to facilitate an orderly
transfer of said premises and personal property under its control so that there will be a minimal
interruption of golf course operations. At the termination of this contract, CONTRACTOR shall
surrender the contracted premises to the DEPARTMENT in as good or better condition than
they were in at the beginning of the initial term of the contract, ordinary wear and tear, force
majeure and damage caused by the DEPARTMENT excepted. The DEPARTMENT may, in its
discretion, require the CONTRACTOR to operate, with compensation, up to six months before
the effective date of termination of the contract. This provision shall not be applicable to a
termination by the CONTRACTOR for a default in payment by the DEPARTMENT.
27. Eminent Domain
In the event that eminent domain proceedings result in the taking of any portion of the
golf course facilities to such an extent that further usage of the facilities for golf purposes is
impossible or significantly impaired, then this contract shall be modified or terminated as to the
park facility involved and an equitable adjustment shall be made between the CONTRACTOR
and the DEPARTMENT.
28. Assignment and Subleasing
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The CONTRACTOR may not assign or otherwise transfer its obligations or duties under
this contract without the prior written consent of the DEPARTMENT. Any attempt to assign or
transfer the obligations and duties hereunder without such consent shall be void.
29. Licenses and Permits
The CONTRACTOR shall be permitted to sell fermented malt beverages, intoxicating
liquors, food, beverages and tobacco on the golf course facilities after first obtaining the
necessary licenses and permits. The granting of any license hereunder shall be as required by
statute and further subject to all usual and standard procedures, rules and regulations and shall be
issued to CONTRACTOR or concessionaire only upon its meeting such usual and customary
standards. Said licenses shall be held in the name of the CONTRACTOR, or if held in a
corporate name, shall specify that the CONTRACTOR is the corporate agent. CONTRACTOR
agrees that upon termination or expiration of this contract, it will surrender any such licenses or
permits issued to it hereunder.
30. Hazardous Materials/Underground Fuel Storage Tank
The DEPARTMENT shall be solely liable and shall pay for any and all costs and
expenses relating to the removal of any underground fuel storage tanks or other hazardous
materials on the premises. The DEPARTMENT represents that there are no hazardous or
dangerous substances or materials stored, buried, discharged or present on the premises. The
DEPARTMENT shall hold CONTRACTOR harmless against liability, loss or damage of any
kind or nature occasioned by the presence of hazardous or dangerous substances or materials on
the premises as of the commencement of this contract. Nothing in this paragraph shall be
construed as meaning that the DEPARTMENT will release or otherwise defend the
CONTRACTOR from any liability for loss or damage occasioned by the presence of hazardous
or toxic substances upon the premises where such substances have been placed upon the
premises by the CONTRACTOR, whether such substances are necessary for the operation of the
facilities or not. Such substances shall include, but not be limited to, pesticides, herbicides,
fertilizers or other substances or materials used in the operation and maintenance of golfing
facilities.
31. Emergency Entry
Should the DEPARTMENT discover any action or condition on the golf course facilities
which presents a danger to the general public or which would result in serious harm to said golf
course facilities, the DEPARTMENT shall have an absolute right to enter upon the golf course
facilities and into the structures and buildings thereon which may be affected by said condition
and take such remedial measures as it deems appropriate. This right of entry shall be confined to
the area where the dangerous, exigent or harmful condition exists and shall be limited to such a
time period as is necessary to correct the condition.
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32. Notice and Authority
Any notice required or allowed under this agreement shall be given to the parties in the
following manner:
Notices to the DEPARTMENT shall be sent by Certified Mail to:
Director of the Office of Parks and Recreation,
__________ Department of Wildlife, Fisheries and Parks
P. O. Box ____________
_________, _______ ______-_______
Notices to the CONTRACTOR shall be sent by Certified Mail to:
______________________, President
_______________________________
_______________________________
_______________________________
The authority to act on behalf of the State of ________________ under this agreement
shall be vested in the Executive Director of the ________________ Department of Wildlife,
Fisheries and Parks.
The CONTRACTOR's authority under this agreement shall be exercised by its president.
33. Modification/ Amendment
This contract may be modified or amended upon the mutual agreement of the parties, in
writing and fully executed by both parties.
34. Availability of Funds
It is expressly understood that the fulfillment of the conditions of this Contract by the
DEPARTMENT, is conditioned upon the receipt of state funding, and any cessation or reduction
of funding shall, at the option of the DEPARTMENT, constitute grounds for the voidance of this
Contract, subject to the provisions of Paragraph 25, hereof.
35. Entire Agreement
This contract constitutes the entire agreement of the parties with respect to the subject
matter contained herein and supersedes and replaces any and all prior negotiations,
understandings and agreements, written or oral, between the parties relating thereto.
36. Signatures
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Witness our signatures this the ___ day of ________ , 20 _ .
State of ________________ ___________________________
Department of Wildlife, Fisheries and Parks
by: ____________________ by: ____________________
___________________, Ph.D. ___________________________
Executive Director President
Director of Parks and Recreation
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