Golf Course Advisory Board Agenda and Packet 2010 06 21

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"Term" shall mean the period of time commencing on the date hereof and continuing until the date upon which either the City or WGP tenninates this Agreement in accordance with its terms or a period of five (5) years whichever occurs first. Unless terminated prior to the expiration of such five (5) year period, this Agreement will be automatically extended for an additional five (5) year term, unless either party gives notice of its intent not to extend, at least one hundred eighty (I 80) days before the expiration of the initial term. This Agreement will be automatically extended for a second extension term of three (3) years and a third extension term of two (2) years unless either party gives notice of its intention not to extend at least one hundred eighty (I80) days before the expiration of the then-current term. Such initial term, as extended by any extension terms, constitute the "Term." 1.02 Accountilll! Terms. For purposes of this Agreement, all accounting terms not otherwise defined herein, shall have the meaning ascribed to them by generally accepted accounting principles, except that the City in its discretion may require that any accounting terms be construed and applied as necessary to assist the City in compliance with all statutory fiscal requirements. ARTICLE II Retention ofWGP; Employees 2.01 Aereement to Manaee. City hereby retains WGP, and WGP hereby accepts such appointment and retention, as the exclusive manager of the Golf Course during the Term of this Agreement, with full power and authority to carry out all responsibilities under this Agreement. WGP shall manage, operate and maintain, the Golf Course consistent with the best interests of City, in accordance with standard industry practices. WGP shall operate and maintain the Golf Course consistent with the standards of similar high quality municipal golf courses in the state of Colorado, such as Red Hawk Ridge Golf Course in Castle Rock, Indian Peaks in Lafayette, and Legacy Ridge in Westminster and shall meet or exceed Colorado Golf Course Superintendents and Professional Golf Association ("PGA") standards for public golf courses. WGP shall use its best skill and judgment in performing its obligations hereunder in accordance with standard industry practices of similarly situated golf courses. WGP shall always endeavor to be an outstanding citizen with respect to community sponsorship and civic participation and shall make the Golf Course available for special events including but not limited to the City's July 4th celebration. The obligations of City and WGP under this Agreement shall commence as of the date hereof, and shall continue thereafter throughout the Term, unless sooner terminated, and certain obligations shall survive termination as specified herein. 2.02 Employees. WGP shall be responsible at its sole expense for the hiring, promotion, discharge, supervision and training of all Golf Course Personnel and shall be responsible for determining the terms of employment for such employees. All such employees of the Golf Course shall be employees of WGP and on WGP's payroll. City agrees that WGP may employ such employees through an Affiliate set up for that purpose. WGP shall employ at all times a sufficient number of capable employees to enable it to fulfill WGP's obligations hereunder, properly, adequately, safely and economically and in accordance with the standards as set forth in this Agreement. If City determines that the continued employment of any Key Employee is not in the best interest of City or the Golf Course, City shall so notify WGP in writing. Upon receipt of such notice, WGP shall take appropriate steps to cause such Key Employee to cease his affiliation with Golf Course or, if necessary, to terminate the employment of such Key Employee. City shall have the right to approve the selection of Key Employees, such approval not to be unreasonably withheld, and the City shall have the right to give direction to the Director of Golf as provided in 4.010). WGP agrees to continuously employ at least one Class "A" PGA Professional in a full-time position at the Golf Course unless this requirement is waived in writing by the City. WGP may in its discretion elect to have some routine functions, such as janitorial functions, performed by independent contractors rather than employees. All costs of employing Golf Course Personnel during the Term shall be considered Operating Expenses of the Golf Course and shall be paid by WGP. Such costs shall include without limitation processing payroll, payroll taxes and worker's compensation insurance, and other reasonable and customary benefits and costs. 3 Initials: 171</