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HomeMy WebLinkAboutItem 16 - Agreement for River View Golf Course Managment ServicesParks, Recreation, and Community Services www.santa-ana.org/parks Item # 16 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report March 3, 2026 TOPIC: River View Golf Course Management Services AGENDA TITLE Agreement with Santa Ana Golf, LLC, a Wholly Owned Subsidiary of CourseCo, Inc., for River View Golf Course Management Services (Specification No. 26-002) (Non -General & General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute an agreement with CourseCo, Inc. to provide management services for the River View Golf Course in an amount not to exceed $3,083,377 which includes a 3% annual CPI adjustment, an incentive fee equal to 10% of Gross Operating Income above an established baseline threshold with a maximum cap of 50% of the annual management fee, as defined in the Agreement, for a term effective March 3, 2026, with operations commencing May 1, 2026, and expiring June 30, 2031, with provisions for two, five-year extensions expiring June 30, 2041. (Agreement No. A-2026-XXX) 2. Approve an appropriation adjustment to make a payment in the amount of $395,000 to the Golf Course Enterprise Fund (Fund 112) from the General Fund spendable fund balance (Fund 011) to provide initial working capital for operations of the golf course, which will be repaid from Golf Course revenue. (Requires five affirmative votes) 3. Approve an appropriation adjustment to budget the remaining two months of the 2025-2026 fiscal year, which will recognize $729,950 in Golf Course revenue account (no. 11213002-57990) and appropriate the same to the Golf Course expenditure accounts (no. 11213200-Various). (Requires five affirmative votes) GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION Approval of the proposed professional golf course management agreement represents a strategic shift in River View Golf Course operations that prioritizes public benefit, increased City oversight, and long-term reinvestment. With the existing lease expiring on April 30, 2026, the City has an opportunity to transition from a passive lease model to an Riverview Golf Course Management Services March 3, 2026 Page 2 operational structure that more closely aligns with the City's mission: to make the golf course self -sustainable with no general fund contribution. Background River View Golf Course has served the Santa Ana community for more than 60 years and operates on land owned by the City and the Orange County Flood District. The City acquired property along the Santa Ana River channel north of 17t" Street in 1953 and entered into a lease agreement in 1964 with Riverview Golf Company (later restructured as Riverview Golf LLC) for the construction and operation of the golf course. In 1969, operations expanded to an 18-hole public golf course through an additional lease with the Orange County Flood District for adjacent land, comprised of approximately 70 acres. Since that time, the course has operated under a private lease model under third -party management, Riverview Golf LLC. The City's lease agreement with the Riverview Golf LLC is set to expire on April 30, 2026. The current operator's lease with the Orange County Flood District has expired and is currently in a month to month status. To ensure continuity of operations, the City and the Orange County Flood District are concurrently entering into a new lease agreement to support continued operation of River View Golf Course as an 18-hole public course. Since a portion of the golf course is located on land owned by the Orange County Flood Control District, the agreement includes requirements related to maintenance of District -owned property. Because these maintenance requirements may be periodically updated by the District, the agreement authorizes the City Manager or their designee to amend this section of the agreement, only, to reflect any new, updated, or amended District requirements. Staff will separately propose a lease agreement between the County and the City for use of the property owned by the Orange County Flood Control District at a future council meeting, the cost of which will be part of the Golf Course Enterprise Fund annual operating budget. As these lease agreements transition, the City is responsible for securing professional management for the full operation of the facility, creating an opportunity to increase City oversight, expand regional community recreational use, and strive to make itself sustainable. Increased City Oversight Under the proposed management agreement, the City retains ownership of River View Golf Course while the operator manages day-to-day operations on behalf of the City. This model provides the City with authority over operating budgets, fee structures, Riverview Golf Course Management Services March 3, 2026 Page 3 programming priorities, and performance expectations. All management details are supported in the agreement with clear reporting requirements and audit rights. Unlike a traditional lease arrangement, this management structure allows the City to play an active role in shaping how the course is operated, programmed, and reinvested. The increased oversight will ensure River View Golf Course functions as a public recreation asset. Expanded Community Programming and Access The management agreement model supports integration of Parks, Recreation, and Community Services Agency led programming, events, and partnerships into golf course operations. This includes expanded opportunities for youth golf instruction, increased access and programming for seniors, and the development of resident membership/pass options that encourage consistent community use. The agreement also provides flexibility to host community events and tournaments that activate the course and strengthen community connections. For example, the operator will be required to host a minimum of three (3) community events annually at no cost to participants. This approach expands access while maintaining a high -quality golf experience. Capital Investment Strategy Transitioning to a professional golf course management agreement allows the City to take a more proactive and structured approach to capital investments at River View Golf Course. Through collaborative evaluation during the first six months of operating, City staff and the proposed operator will outline immediate needs critical to improving the overall golf experience and supporting safe operations. Anticipated priority projects may include the driving range, netting, and pro shop improvements. The City is committed to identifying one-time funding sources to address these priority improvements early in the transition period. These initial investments will enhance customer experience, improve relations with neighboring residents, and support the successful launch of expanded programming and events. Beyond these initial needs, the agreement establishes a framework for ongoing capital planning. City staff will work with CourseCo annually to evaluate capital improvement priorities and identify an appropriate portion of golf course revenues to dedicate to a capital improvement fund designated for the golf course. These investments will be reviewed and approved by the City Council as a part of the operator's annual budget process, ensuring continued City oversight and alignment with community priorities. This reinvestment strategy supports future enhancements such as cafe upgrades, irrigation improvements, and modern golf technology. Riverview Golf Course Management Services March 3, 2026 Page 4 Qualified Municipal Golf Operator In identifying a qualified operator for River View Golf Course, the City reviewed municipal golf course management agreements, consulted with multiple golf management firms, and evaluated operating models utilized by public agencies throughout California. Given the limited timeframe to transition operations prior to the April 30, 2026 lease expiration, emphasis was placed on selecting a firm with demonstrated experience in seamless municipal transitions, financial stabilization, and long-term asset stewardship. City staff has selected CourseCo, Inc. as the proposed management firm to operate the golf course. CourseCo, Inc. is a California -based golf management firm founded in 1989 with extensive experience operating publicly owned golf facilities. The company currently manages more than 40 golf properties nationwide, the majority of which are owned by public agencies. Courses in Southern California managed by CourseCo are Altadena Golf Course, Eaton Canyon Golf Course, Fullerton Golf Course, Green River Golf Club, and Santa Barbara Golf Club. CourseCo specializes in municipal golf operations, including 18-hole championship courses, driving ranges, practice facilities, food and beverage services, and retail pro shop operations. CourseCo has successfully transitioned numerous golf facilities from traditional lease arrangements to management agreement models, providing public agencies with enhanced oversight, improved financial transparency, and structured capital reinvestment strategies. Their operational approach emphasizes: agronomic best practices, preventative maintenance programs, customer service training, revenue optimization, and community -based programming that supports youth golf, instructional programs, tournaments, and special events. CourseCo's management model provides a competitive and transparent fee structure supported by comprehensive capital planning and equipment lifecycle strategies. The firm utilizes data -driven financial reporting and performance benchmarking to ensure accountability and informed decision -making. CourseCo also prioritizes operational continuity through staff retention strategies, including on -site hiring fairs and training programs, while leveraging procurement efficiencies and established vendor relationships to reduce operating costs. In addition, the company brings extensive risk management and regulatory compliance expertise specific to publicly owned facilities, ensuring operations align with public agency standards and requirements. Under current market conditions, initiating a new standalone competitive procurement within a shortened timeframe could expose the City to operational disruption and higher transition risk. CourseCo's established municipal expertise allows for an efficient and structured transition while maintaining uninterrupted service to golfers and the Riverview Golf Course Management Services March 3, 2026 Page 5 surrounding community, which is in the best interests of the City and public. Moreover, CourseCo's recent management agreement with the City of Fullerton was competitively bid and the agreement proposed here is substantially similar to Fullerton's, as is Fullerton's competitive bidding process substantially equivalent to that of the City's. Lastly, CourseCo's agreement is one for services, which is also exempted from the competitive bidding process (SAMC § 2-807). This management agreement provides the City with an opportunity to increase oversight of River View Golf Course, strengthen fiscal accountability, expand community -focused programming, and implement a sustainable reinvestment strategy that supports long-term stewardship of this valued public recreational asset. Contract Summary The proposed Management Agreement with Santa Ana Golf, LLC (CourseCo's wholly owned subsidiary) establishes a five-year professional management structure for River View Golf Course, with two additional five-year renewal options at the City's discretion. CourseCo will provide full turnkey municipal golf operations including golf services, food and beverage, maintenance oversight, marketing, staffing, and capital planning while the City retains ownership, policy authority, and annual budget approval. Under the agreement, CourseCo will receive a fixed Management Fee of $95,000 annually, paid in equal monthly installments, increasing by 3% annually. In addition, the City will pay a separate Accounting Fee of $21,000 annually for financial reporting and administrative services, also increasing by 3% annually beginning in year two. A performance -based Incentive Management Fee is only triggered if Gross Revenues exceed $4.0 million in a fiscal year and is capped at 50% of the annual Management Fee. For comparison, first - year projected revenue is approximately $3.7 million. The agreement also includes structured capital planning, annual City -approved budgets, and full indemnification and insurance protections, transferring operational risk while preserving municipal oversight. CourseCo will process all revenue and expenditure transactions through a city approved bank account that is managed by CourseCo. Each month, CourseCo will issue a check to the City for any net revenue, which will be deposited in the City's Golf Course Enterprise Fund. Additionally, CourseCo will provide financial information of revenue and expenditures that will be entered into the City's financial system. The City Attorney's Office worked collaboratively with staff to develop and finalize the Management Agreement to ensure compliance with municipal contracting standards, risk allocation requirements, and California law. Overall, this approach strengthens financial sustainability, addresses deferred maintenance, and enhances the guest experience, while expanding community programming, youth access, and event opportunities ensuring River View remains an Riverview Golf Course Management Services March 3, 2026 Page 6 affordable, well -maintained, and community -centered public asset for Santa Ana residents and surrounding communities. Staff recommends awarding an agreement with CourseCo, Inc. (Exhibit 1) based on the firm's extensive experience managing municipal golf courses, proven ability to transition publicly owned facilities into structured management models, and demonstrated capacity to improve operational performance while expanding community programming. CourseCo's proposal provides a competitive fee structure, a defined capital planning framework, and operational continuity through retention of existing staff where feasible. Staff believes this agreement best positions the City to enhance oversight, strengthen long-term fiscal sustainability, and preserve River View Golf Course as a high -quality public recreational asset. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The golf course is expected to be self-sufficient with no fiscal impact to the General Fund. The $395,000 request from the General Fund is solely to provide initial cash flow, structured as a short-term payable [no. 01101001-12128 (Due from Other Funds) to no. 11201001-20200 (Due to Other Funds)] to be repaid in FY 2026-2027. The fees for management services and other operational costs are to be paid from revenue received from the golf course and any excess revenue is to be deposited into the Golf Course Enterprise Fund to fund future capital improvements. Previously, the City realized approximately $175,000 of annual revenue in fiscal year 2024-2025 from leasing its land to the golf course operator. In the short-term, staff recommends reinvesting net proceeds back into golf course improvements. However, in the long-term, staff expects to have recurring net revenue available for the General Fund. The CourseCo incentive fee is to be re -negotiated prior to the execution of the first renewal period. Financial statements will be audited annually by a certified public accounting firm, and the City will have the right to review golf course financial records at any time. The following tables provide financial data that provides a narrative of operating revenues and expenses. Summary of management, incentive, and accounting fees for the initial five-year term will be as follows: Fiscal Year Management Services Incentive Fee (Maximum) Accounting Services Total 25/26 $15,834 $0 $3,500 $19,334 26/27 $95,475 $47,500 $21,105 $164,080 Riverview Golf Course Management Services March 3, 2026 Page 7 27/28 $98,340 $48,925 $21,738 $169,003 28/29 $101,290 $50,393 $22,390 $174,073 29/30 $104,328 $51,905 $23,062 $179,295 30/31 $107,458 $53,462 $23,754 $184,674 With the approval of recommended action number two, an appropriation adjustment to provide working capital for the Golf Course Enterprise fund will be as follows: Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account # Description Account Description FY 25-26 11213200-69135 Golf Course Golf Course Enterprise, $395,000 Enterprise Payment to Subagent Fund The estimated spendable General Fund balance is $11,627,075. The working capital provided by the General Fund will be repaid during the 2026-2027 fiscal year. With the approval of recommended action number three, funds will be budgeted for the remaining two months of the fiscal year (May and June) as follows: Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account # Description Account Description FY 25-26 11213002-57990 Golf Course Golf Course Revenue, $729,950 Enterprise Fund Miscellaneous Income FY 25-26 11213200-69135 Golf Course Golf Course Enterprise, $594,755 Enterprise Fund Payment to Subagent FY 25-26 11213200-69011 Golf Course Golf Course Enterprise, $135,195 Enterprise Fund Reserve Appropriation CourseCo, Inc. has provided a pro forma budget for FY26-27 of operations with a Net Operating Revenue of $3,689,885 and Operating Expenses Before Capital Improvement of $2,919,316 for a Net Operating Income of $770,569. The Parks, Recreation, and Community Services Agency (PRCSA) in collaboration with the Finance Department also reviewed the financial information of the current operator (River View Golf) and the information provided by CourseCo, Inc. is in line with the City's estimates. CourseCo, Inc.'s annual budget plan may be adjusted quarterly to account for changes that occur during the year, similar to how the City has Quarterly Budget Updates, and as CourseCo, Inc. obtains additional operational information from actually managing the facility. Revenue and appropriations for fiscal year 2026-2027 will be included in the City's annual budget development process. Riverview Golf Course Management Services March 3, 2026 Page 8 EXHIBIT(S) 1. Agreement with CourseCo, Inc. 2. CourseCo - River View Proposal Submitted By: Hawk Scott, Executive Director of Parks, Recreation, and Community Services Agency Approved By: Alvaro Nunez, City Manager MANAGEMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND SANTAANA GOLF, LLC FOR RIVER VIEW GOLF COURSE THIS MANAGEMENT AGREEMENT ("Agreement") is made and entered into as of the 3rd day of March, 2026 ("Effective Date") by and between the City of Santa Ana, a California Municipal Corporation ("City") and Santa Ana Golf, LLC, a California limited liability company and a wholly owned subsidiary of CourseCo, Inc. ("Contractor"). City and Contractor are at times collectively referred to as the "Parties." RECITALS WHEREAS, on May 15, 1953, the City acquired, by Corporation Grant Deed, that certain real property located in the City of Santa Ana along the southeasterly boundary of the Santa Ana River channel north of 17th street. WHEREAS, on November 2, 1964, the City and Riverview Golf Company (subsequently restructured as Riverview Golf LLC) entered into a lease agreement, as amended, for that certain real property in the City of Santa Ana along the southeasterly boundary of the Santa Ana River channel north of 17th street for the construction and operation of a 9-hole golf course, commonly known as River View Golf Course ("Facility"). WHEREAS, on September 2, 1969, Riverview Golf LLC and the Orange County Flood District ("District") entered into a lease agreement, as amended, for a portion of the District's Santa Ana River Channel (located along the Santa Ana River between the 22 Freeway and 17th Street in the City of Santa Ana) allowing for Riverview Golf LLC to expand its business operation to that of an 18-hole golf course using the combined properties under both the City and District's lease agreements. WHEREAS, the lease agreement with Riverview Golf LLC and the City is set to expire on April 30, 2026, at which time City will be without professional management over the Facility. WHEREAS, the lease agreement between Riverview Golf LLC and the District has expired and Riverview Golf LLC is continuing use of the District's land in holdover status. WHEREAS, City and the District are actively negotiating a lease agreement for City's use of the District's land to continue operations of River View Golf Course as an 18-hole public golf course, at which time, Riverview Golf LLC's holdover tenancy will be terminated. WHEREAS, City is in need of a professional manager for the complete organization of the Facility, including, but not limited to, accounting and administration of all receipts and disbursements, marketing and sales, supervision of all employees, procurement of all insurance, and maintenance of the Facility and its equipment. WHEREAS, City has received a proposal from Contractor, has reviewed the previous relevant experience and evaluated the expertise of Contractor, and desires to retain Contractor to render services under the terms and conditions set forth in this Agreement. -1- NOW, THEREFORE, in consideration of the promises and the respective and mutual agreements contained herein, said parties hereby agree as follows: ARTICLE 1 - DEFINITIONS As used in this Agreement, the following terms shall have the respective meanings indicated below: Agreement means this Management Agreement. Annual Bud e� means the document as described in Section 3.4. Affiliate means any and all corporations, partnerships, trusts, limited liability companies and other entities directly or indirectly controlled by, controlling, or subject to direct or indirect common control of an entity or person. Capital Improvements means any alteration or addition to, or rebuilding or renovation of, the Facility, the cost of which is not charged to property operation and maintenance. Cash Register Bank or Petty Cash Funds, as described in Section 6.1. City means City of Santa Ana, a California Municipality or any successor to City's interest under this Agreement. City Account shall have the meaning described in Section 6.1 of this Agreement. Commencement Date means the date upon which Contractor assumes its obligations under this Agreement to manage and operate the Facility, which date shall be May 1, 2026. Comparable Facilities means other municipal golf course facilities located in Orange County, charging comparable green fees, with a comparable level of maintenance standards and a comparable quality of improvements and amenities. Compensation means the direct salaries and wages paid to or accruing for the benefit of any manager or other employee, together with all fringe benefits payable to or accruing for the benefit of such manager or other employee, including employer's contribution under the Federal Insurance Contributions Act ("FICA"); unemployment compensation, or other employment taxes; pension fund contributions, worker's compensation, group life and accident and health insurance premiums as well as any payments made by Contractor which fall within the deductible amounts of any such policies; retirement; disability; and other similar benefits. CPI means The United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all urban consumers (all items for the Los Angeles -Riverside -Orange County metropolitan area on the basis of 1982 - 1984 equals 100). Notwithstanding the foregoing, if the format or components of the CPI are materially changed after the date hereof, then Contractor shall substitute an index which is published by the Bureau of Labor Statistics or similar agency and which is most nearly equivalent to the CPI in effect as of the date hereof. The substitute index -2- shall be used to calculate the increase in the Base Line NOI unless City objects to such index in writing within fifteen (15) days after the date Contractor notifies City of Contractor's substitute index. If City objects to the substitute index, then Contractor and City shall submit the selection of the substitute index for binding arbitration in accordance with the rules and regulations of the American Arbitration Association at its office closest to the Facility. The costs of arbitration shall be borne equally by City and Contractor. Effective Date means the date of the Management Agreement. Facility has the meaning as set forth in the recitals of this Agreement, and is further documented by way of the "Facility Maps," attached hereto and incorporated herein by this reference as Exhibit A. Operating Account means a bank account established by Contractor, for the sole purpose of the Facility articulated in the Agreement as set forth in Section 6.1.1. Furnishings and Equipment means all furniture, furnishings, trade fixtures, apparatus and equipment, including golf course maintenance vehicles and equipment, golf carts, driving range pickers and pullers, mats, buckets, cash registers, rental golf clubs, ball washers, benches, uniforms, and other personal property used in or held in storage for use in the operation of the Facility, other than Operating Inventory and fixtures attached to and forming part of the Improvements. Golf Course Manual is the policy and procedures for the operation and maintenance of the Facility as it may be revised during the term of this agreement as developed and maintained by the Contractor. If any such revision results in an increase in direct costs, the City shall have the discretion to approve and increase the applicable line items in the Annual Budget to account for such increased costs. Gross Revenues means all money received as a result of the operation of the Facility and the sale of goods and services at the Facility, determined in accordance with generally accepted accounting principles consistently applied. Gross Revenues shall include, but are not limited to, all green fees; annual fees; rental fees for golf carts, golf clubs and bags, and other rental items; range balls; reservation fees; fees for golf handicap service; food and beverage sales; liquor sales; revenue generated from space rentals and from event -related meetings, banquets, parties, tournaments, and other group gatherings; merchandise sales; golf instruction fees; revenues from golf schools; gross receipts received by licensees or concessionaires (if applicable); proceeds from insurance; any amount received by Contractor in connection with any claim, demand, or lawsuit; and all other revenues generated by the Facility. Gross Revenues shall be reduced by any cash refunds or credits allowed on returns by purchasers. Gross Revenues shall not include the following: (a) sales taxes, excise taxes, gross receipts taxes and other similar taxes now or later imposed upon the sale of food, beverages, merchandise or services and paid to the appropriate taxing authority, whether added to or included in the selling price; (b) the amount of any gratuities to Facility employees, or service charges added to customer billings which represent gratuities to Facility employees; (c) proceeds of any borrowings by Contractor or City; (d) any initial operating funds and funds subsequently provided by City to satisfy the working capital needs of the Facility, -3- if any; (e) any operating funds provided or authorized by City to Contractor to subsidize and/or support ongoing operations in the event revenues do not meet expenses; and (f) refunds for the value of merchandise, Supplies or equipment returned to shippers, suppliers or manufacturers. Impositions means all taxes, assessments, water, sewer or other similar rents, rates and charges, levies, license fees, permit fees, inspection fees and other authorization fees and charges, which at any time may be assessed, levied, confirmed or imposed on the Facility or the operation of the Facility (excluding federal and state taxes imposed on the income earned by Contractor or its employees hereunder). Improvements means the buildings, structures (surface and subsurface) and other improvements now or hereafter located on the Land. Insurance Requirements means all requirements of each insurance policy, and all orders, rules, regulations and other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) applicable to the Facility or the operation of the Facility; this term shall not, however, include recommendations of insurance carriers. Land means the parcel or parcels of land described in Exhibit "A" attached to this Agreement and incorporated herein by this reference. Legal _ Requirements means all laws, statutes, ordinances, orders, rules, regulations, permits, licenses, authorizations, directives and requirements of all governments and governmental authorities, which now or hereafter may be applicable to the Premises and the operation of the Premises. Major Capital Improvements shall mean a project for the erection or improvement of the Facility's buildings, structures, paved pathways, drains, or sewers. Whereas, Non -Major Capital Improvements shall mean the maintenance and repair of Facility buildings, structures, paved pathways, drains, or sewers. Management Fee has the meaning set forth in Section 5.1. Net Operating Income means Gross Revenues from the Facility, minus all operating expenses which are attributable (in accordance with generally accepted accounting principles) to the use and operation of the Facility, including, without limitation: employee costs, operating expenses, Centralized Services, the Management Fees, expense reimbursements, all insurance costs related to the operation of the Courses, personal property taxes (limited to an amount allocable to the Facility), and golf cart leases and operating costs; provided, however, such expenses shall not include any charges for amortization, depreciation, capital expenditures, debt service, and State and Federal income taxes, overhead allocations, or any Incentive Management Fees paid to Contractor hereunder. OperatingPmeans the period beginning on the Commencement Date and ending on the earlier to occur of (a) the last day of the term of this Agreement, or (b) if this Agreement is terminated, the effective date of such termination ("Last Operating Day"). 52 Operating Inventory means consumable items used in or held in storage for use in the operation of the Facility, including scorecards and cart tickets, driving range balls, professional shop merchandise, food and beverages, paper and plastic ware, fuel, cleaning materials, fertilizers, pesticides, linens, glassware, sanitation supplies and other similar items. Operating means the fiscal year, from July 1st to June 30th, except that (a) the first Operating Year shall be the period beginning on the Commencement Date and ending on the following June 30, 2026, and (b) the last Operating Year shall be the period beginning on July Ist of such year and ending on the Last Operating Day. Other Contractor Facilities means all other golf course facilities within the United States owned, leased and/or operated, directly or indirectly, by Contractor. Premises means a collective term for the Land and Improvements and City's interest in the Land and Improvements, and any greater estate or interest hereafter acquired, together with all entrances, exits, rights of ingress and egress, easements and appurtenances belonging or pertaining to the Premises. Special Consulting Services has the meaning set forth in Section 3.6. ARTICLE 2 - TERM OF AGREEMENT 2.1 Term. The term of this Agreement shall commence on the Effective Date as shown on Page One (1) of this Agreement and shall terminate on June 30, 2031, (the "Initial Term") unless terminated sooner pursuant to Article 8 of this Agreement. The term of this Agreement may be extended for two (2) additional five (5) year terms (each a "Renewal Term") with the extensions to commence upon the expiration of the Initial Term or any Renewal Term, at City's sole discretion (hereinafter the phrases "Initial Term" and "Renewal Term," if any shall be collectively referred to as the "Term"). The City Manager or their designee may extend this Agreement on behalf of City. 2.2 Time of Performance. Time is of the essence in the performance of the Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to perform the Services in a diligent and timely manner may result in termination of the Agreement by City. ARTICLE 3 — SERVICES TO BE PROVIDED BY CONTRACTOR; OPERATING RESPONSIBILITIES 3.1 Goal of Agreement. It is the intent and goal of City that the Facility be operated in a professional, efficient and productive manner that shall provide for the highest quality of experience for Invitees of the Facility as found in the best comparable municipally -owned golf courses, achieve the desired results of an effective maintenance program of the golf course and Facility, provide for more diversified uses of the Facility that would generate additional income (such as tournaments and other special events), and achieve or exceed the budgeted results for the Facility. -5- 3.2 Services. Subject to the terms and conditions set forth in the Agreement, Contractor shall provide to City all labor, materials, tools, equipment, services, permits, transportation, and incidental and customary work necessary to fully and adequately supply the services necessary for the efficient operation of the Facility ("Services"). The Contractor's services are more particularly described in Contractor's Proposal, dated January 28, 2026, incorporated into this Agreement by reference as though fully set forth herein. 3.3 Grant to Contractor. Except as otherwise expressly provided in this Agreement, City grants to Contractor the right to manage and operate the Facility pursuant to the terms of this Agreement, and Contractor agrees it will manage and operate the Facility in accordance with the approved Annual Budget Plan and in a manner comparable to and consistent with the management and operational practices of Comparable Facilities to the extent established in the Annual Budget Plan and approved by City (except as otherwise set forth in this Agreement). Contractor shall perform its services in a professional, timely and diligent manner. Without in any way limiting Contractor's right to manage and operate the Facility in accordance with the terms of this Agreement, Contractor, subject to the approval of City and in accordance with the approved Annual Budget Plan and terms of this Agreement, shall have the authority and responsibility to: (a) implement each approved Annual Budget Plan; (b) determine, establish, and implement the policies, standards, and schedules for the operation and maintenance of the Facility and all matters affecting customer relations; (c) hire, train, and supervise the general manager, course superintendent, and all Facility employees; (d) supervise and direct all phases of advertising, sales, marketing and business promotion for the Facility; and (e) establish accounting and payroll procedures and functions for the Facility. To the extent the foregoing duties are discussed, detailed, or included in the Annual Budget Plan, Contractor will carry out such duties consistent therewith. City agrees it will reasonably cooperate with Contractor to permit and assist Contractor to carry out its duties under this Agreement, provided Contractor obtains reasonably advance notice for such cooperation and assistance. Contractor shall work with, and obtain any necessary approvals from, the City Manager or their designee. 3.4 Annual Budget Plans. 3.4.1 Preparation. Contractor will submit to the City Manager or their designee on an annual basis at least ninety (90) days in advance of each Operating Year (except for the first Operating Year for which the Annual Budget Plan (transitional) shall be submitted thirty (30) days prior to the Commencement Date) an "Annual Budget Plan" consisting of (a) a budget which shall include for the ensuing year (or portion thereof) bona fide good faith estimates of all projected revenues of the Facility (broken down on a line item basis) and the projected expenditures for (i) property operation and maintenance, (ii) Capital Improvements which constitute normal repairs, replacements, and alterations, (iii) Furnishings and Equipment and Operating Inventory, (iv) advertising, sales, and business promotion, (v) emergency expenditures, and (vi) employee Compensation and (b) an operatingibusiness plan for the Facility setting forth in detail a marketing and promotions plan, a schedule of proposed golf charges, an operating schedule (which shall include hours of operation and staffing levels) and a maintenance plan. City acknowledges that the budget will not constitute a guarantee of the actual revenues or expenses of operating the Facility. Son The parties understand that, as provided in Article 11, budgets for Major Capital Improvements will be treated separately and will not form part of the Annual Plans. 3.4.2 Approvals. Each Annual Budget Plan shall be subject to the prior written approval of the City Manager or their designee, and the new Annual Budget Plan for a given Operating Year shall not become effective without such approval, which approval shall not be unreasonably withheld. It is contemplated by the parties that the Annual Budget Plan will be agreed upon by the parties not later than sixty (60) days following delivery of the Annual Budget Plan by Contractor to City. If City fails to either approve the Annual Budget Plan within said 60- day period or to advise Contractor of its objections to the Annual Budget Plan within such period, then City shall be deemed to have approved the Annual Budget Plan as submitted. In the event of a dispute with regard to an Annual Budget Plan, the parties shall use good faith efforts to resolve such dispute. Pending the resolution of such dispute, Contractor shall continue to manage and operate the Facility in accordance with the standards set forth in this Agreement and the most recent approved Annual Budget Plan, as it may have been mutually amended by the parties during the preceding year in accordance with this Agreement, at a level of expenditures comparable to those of the preceding year subject to reasonable increases in Operating Expenses (as defined herein) requested by Contractor due to (a) increases in the number of guests using the Facility, (b) increases in Gross Revenues (as defined herein), or (c) other matters beyond the reasonable control of Contractor (e.g., without limitation, increases in utility charges, etc.), plus an amount equal to the increase, if any, in the CPI during the prior Operating Year. Once approved, Contractor may propose amendments or revisions to the Annual Budget Plan to take into consideration variables or events that did not exist, or could not be anticipated by Contractor at the time the Annual Budget Plan was prepared. Any such proposed amendments or revisions shall be submitted in writing and shall be subject to City's prior approval, which approval shall not be unreasonably withheld or delayed. 3.4.3 Compliance. Expenditures from the Golf Course will be recorded into the City's financial ledger and therefore must comply with the City's budget ordinance. The City's budget ordinances states that appropriations hereby made shall constitute the maximum expenditures authorized for the several offices, agencies and departments opposite which the amounts of such appropriations are shown in the City Budget. The Contractor shall not exceed the total amount of expenditures identified in the approved Annual Budget Plan, including approved adjustments. On a quarterly basis, the Contractor may submit any adjustments to the Annual Budget Plan for the City's consideration. Any revision to the Annual Budget Plan shall require the approval of the City's Representative and may require further approval by the City Council. 3.4.4. Emergency Expenditures. Notwithstanding anything in this Agreement to the contrary, in the event of an emergency which arises by act of God or any event or act beyond the control of Contractor, or a dangerous condition exists that requires immediate repair, or a governmental directive or order is issued to City, Contractor is authorized to take such actions as may in its reasonable discretion be required (including expending any funds reasonably necessary to respond to such condition or event); provided, however, that if an emergency occurs which requires funds not otherwise budgeted for in the Emergency Expenditures of the annual budget, Contractor shall immediately notify City of the occurrence of any of the situations referenced -7- herein and the action Contractor proposes to take, or has taken (including the amount of any expenditures). If Contractor is unable to contact City, or circumstances require immediate action, then Contractor shall be authorized to make reasonable emergency expenditures which in the aggregate do not exceed the amount budgeted therefore in the Annual Budget Plan. Provided that an emergency expenditure was justified, the line item in the Annual Budget Plan for emergency expenditures shall be deemed increased by the amount of the emergency expenditures made by Contractor so that at all times, the line item amount for emergency expenditures shall remain at the approved level. 3.5 Technical Assistance Services. During the Operating Period, Contractor will provide, as needed, certain supervisory and consulting services to the Facility from Contractor's regional and corporate technical assistance services program, including business planning and budgeting, Capital Improvement planning, training, security, marketing and sales, central purchasing, merchandising, food and beverage, maintenance, human resources, legal compliance, financial reporting, and accounting. Except as provided in Section 3.6 below, these services will be provided by Contractor without any additional charge to City. 3.6 Special Consulting Services. In addition to the services described in Section 3.5 above, upon City's prior written request and approval, Contractor may provide to the Facility such additional consulting services not contemplated by this Agreement which would not otherwise be performed in the ordinary course of day-to-day operations of the Facility, including but not limited to special legal consultation, (as necessary and as approved by City in advance), construction and design consultation and construction supervision related to Major and non -Major Capital Improvements ("Special Services") and as further described in Contractor's Proposal, dated January 28, 2026. City shall reimburse Contractor for all costs and expenses associated with Contractor's providing such Special Services which shall be the total of (i) the actual cost of labor, (ii) the actual cost of supplies and materials, and (iii) all related travel, subsistence and similar expenses incurred by Contractor's personnel associated with the performance of the Special Services, but not to exceed the budget approved by the City as set forth in the immediately succeeding sentence. Upon City's request for the performance of a Special Services project, Contractor shall prepare a scope of work and budget and submit to City for review and approval. Contractor shall not commence any Special Services project without City's prior approval. 3.7 Maintenance and Other Responsibilities of Contractor. Without in any way limiting Contractor's right and obligation to manage and operate the Facility in accordance with and subject to the Annual Budget Plans, Contractor shall, in its own name perform, or cause the same to be performed for the Facility, those maintenance and other services as set forth in Exhibit B, attached hereto and incorporated herein by this reference. Maintenance requirements for the District's land may be periodically updated by the District. Therefore, the Parties hereby agree that the maintenance requirements set forth in this Section 3.7, and set forth in Exhibit B, shall be subject to amendment from time to time based on the District's requirements. The City Manager or their designee shall have the authority to amend this Section 3.7, only, based on new, updated, or amended maintenance requirements. 3.8 Personnel. 3.8.1 General. Subject to the Annual Budget Plan and the terms of this Agreement, Contractor shall employ all of the employees of the Facility, and all such employees shall be deemed employees of Contractor and not employees of City or joint employees of City and Contractor. Contractor shall recruit, hire, train, discharge, promote and supervise the management staff of the Facility (i.e., the general manager or course manager, the assistant managers, the course superintendent, department heads and other key personnel), and Contractor shall supervise through the management staff the recruiting, hiring, training, discharge, promotion, and work of all other employees of the Facility. Contractor shall provide any legally mandated training, safety training in accordance with industry standards, and training in Contractor's cash handling and inventory control procedures for all Contractor employees. Further, Contractor will use reasonable efforts to provide a safe work environment for Contractor employees and a workplace free from illegal harassment or illegal discrimination. For a period of one year after the date of termination of this Agreement pursuant to Section 8.1, City shall not solicit or hire as an independent contractor, agent, consultant or employee any general manager or superintendent previously hired or employed after the Effective Date for the Facility without the consent of Contractor. In the event that City is dissatisfied with the performance of any Contractor personnel, the following procedure shall be followed: (i) City shall communicate any complaints regarding personnel below the rank of general manager to the general manager and shall communicate complaints regarding the general manager to Contractor's regional manager for the region in which the Facility is located, and (ii) Contractor shall reasonably and promptly investigate and take appropriate action, as determined by Contractor, with respect to City's complaints. All employees of the Facility shall be properly qualified for their positions. The Compensation of the management staff and all other Facility employees shall be approved by City as part of the Annual Budget Plan (or, in the event that a change in management staff occurs during an Operating year and after the Budget has been finalized, then as otherwise approved in writing by City) and be an Operating Expense of the Project payable by City in accordance with this Agreement. 3.8.2 Benefit Plans. Contractor shall have the right to provide eligible employees of the Facility with profit sharing and other employee retirement benefits and disability, health and welfare benefits and other benefit plan or plans now or hereafter available to employees of Other Contractor Facilities, if such benefits have been approved in the Annual Budget Plan, and to charge the Facility with its allocable share of such Contractor plan or plans. 3.8.3 Temporary Assignment of Other Contractor Personnel. If Contractor shall reasonably deem it advisable, and after City's prior approval, Contractor may temporarily assign to the Facility the general manager, the head golf professional and other members of the management staff from the employees of Contractor or Affiliates of Contractor or from the staff of Other Contractor Facilities. During such time as these employees are temporarily assigned to the Facility, all such employees will be paid their regular Compensation (as defined herein), and the pro-rata share of such employees' Compensation equal to the actual time such employees worked at the Facility shall be an Operating Expense of the Facility. In 3.9 Restrictions on Use of Facili (a) The Facility shall be used solely for the operation of an eighteen (18) hole championship golf course, and retail golf shop, bar and restaurant, banquet facility, driving range and such other uses and amenities as may be approved by City and are compatible with the operation of an eighteen (18) hole championship golf course including, by way of illustration, a golf school, a health spa, a sports and entertainment facility and banquet facilities. (b) Contractor agrees not to allow the use of the Facility for or carry on or permit any dangerous activity or nuisance. Further, Contractor agrees not to use the Facility for any purpose which would increase existing rates of insurance or cause cancellation of any insurance policy carried by City or Contractor. Contractor shall cause the Facility to comply with all Legal Requirements relating to the condition, use and occupancy of the Facility. ARTICLE 4 - INSURANCE AND INDEMNIFICATION 4.1 Insurance Policies. Without limiting City's right to indemnification, it is agreed that Contractor shall maintain in full force and effect, at the expense of the City in accordance with the Agreement, the minimum insurance coverages set for in Exhibit C, attached hereto and incorporated herein by this reference. 4.2 City's Insurance. City may, at its sole election, procure and maintain property insurance with respect to the Facility during the term of this Agreement. 4.3 Indemnification and Hold Harmless. Contractor shall fully defend, indemnify, and hold harmless City and its elective and appointive boards, commissions, officers, agents, employees, volunteers, United States Army Corp of Engineers, at Contractor's cost, from and against any and damages, liabilities, claims, costs or expenses, including but not limited to reasonable attorneys' fees and costs, for economic damage to third parties, property damage or bodily injury, including, but not limited to death: (a) Which results from any act or omission by Contractor or any officer, director, employee, or subcontractor of Contractor in connection with Contractor's performance under this Agreement; (b) Which result from any action taken by Contractor relating to the Facility (i) that is prohibited by this Agreement, or (ii) that is not within the scope of Contractor's duties under this Agreement, or (iii) that is not within Contractor's delegated authority under this Agreement; (c) Which result from Contractor's violation of Insurance Requirements or Legal Requirements; or (d) Which City, by reason of any alleged breach of a "non -delegable duty, is subject to, because of the Contractor's violation of any national, state, or local law, regulation or order which pertains to providing safe working conditions for Contractor's employees, or because of Contractor's employees; or -10- (e) Which result from fines imposed by administrative or regulatory bodies for actions caused by Contractor or its officers, employees or agents; (f) As respects acts, errors or omissions in the performance of professional services, Contractor to the extent arising directly out of Contractor's (or Contractor's contractors' or subcontractors", if any) negligent acts, errors or omissions in the performance of professional services under this Agreement but only to the extent such Claims are covered by valid and collectible insurance proceeds. The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not City, Contractor, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) and shall survive the termination of this Agreement. This section shall not apply to damages, liabilities, claims, costs, or expenses to the extent caused by City's sole negligence or will misconduct. The provisions of this Section shall survive the expiration of this Agreement. 4.4 Responsibility for Damages or Iniury 4.4.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing work at the Facility or for injury to or death of any person as a result of Contractor's performance of the services required hereunder; or for damage to property from any cause arising from the performance under this Agreement by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 4.4.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's work under this Agreement, or the work of any subcontractor or supplier selected by Contractor. 4.4.3 Contractor shall perform all work under this Agreement in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of work under this Agreement. 4.4.4 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 4.5 Handling of Claims. Contractor shall be responsible for handling all claims for any losses, damages, liability, and expenses (including without limitation personal injury and property damage claims) arising out of the operation, maintenance, repair, or improvement of the Facility, whether or not such claims are covered by the insurance required under this Article 4. Handling such claims shall include without limitation responding to such claims, investigating -11- such claims, and retaining legal counsel or experts to defend such claims. All claims handling responsibilities shall be in accordance with Contractor and insurance company requirements, and shall be subject to City's prior written approval, which shall not be unreasonably withheld or delayed, and paying any losses, damages, and expenses relating to such claims and obtaining fully executed settlement releases on behalf of the City. Contractor shall provide City with monthly and annual reports of claims activities on a schedule and in a format reasonably acceptable to the City. City understands and agrees that with respect to all policies of insurance required under this Article 4 (whether such policies are maintained by City or Contractor), the portion of any losses, damages, and expenses paid with respect to such claims which is subject to a deductible amount or a self- insurance or a self -assumption amount shall be the sole responsibility of City. If at any time during the term of this Agreement, City desires to assume responsibility for handling of claims, the parties may amend this provision as provided in Section 12.6 Modifications and Changes, subject to (i) the approval of the applicable insurance companies; and (ii) the reasonable approval of the Contractor. ARTICLE 5 - MANAGEMENT FEES In addition to the costs and expenses to be reimbursed to Contractor pursuant to this Agreement, City shall pay Contractor the Management Fee computed and payable as follows: 5.1 Management Fee. In consideration of Contractor's services during the Operating Period, City shall pay to Contractor a "Management Fee." For the first twelve (12) months of the term of this Agreement, the Management Fee shall equal Ninety-five Thousand Dollars ($95,000) per annum (i.e., ($7,917) per month). The Management Fee shall increase on each anniversary of the Effective Date (until termination of this Agreement) by three percent (3%) of the Management Fee in effect prior to the applicable increase. The Base Management Fee shall be paid to Contractor, in equal monthly installments. The Parties agree to renegotiate, in good faith, the terms of the Incentive Management Fee no later than ninety (90) days prior to expiration of the Initial Term and expiration of the first Renewal Term. 5.2 Incentive Management Fee. In addition to the Management Fee set forth in Section 5.1, Contractor shall be entitled to an Incentive Management Fee. The Incentive Management Fee shall be calculated as 10% of Gross Revenues in excess of $4.0 million actually received by City in the preceding fiscal year not to exceed an amount equal to 50% of the Management Fee. 5.3 Payment Schedule. Contractor shall be paid monthly and in accordance with the process set forth in Section 6.1.1 below. 5.4 Payment of Incentive Management Fee. Contractor shall submit to City a written statement detailing Net Operating Income received for each fiscal year (or portion thereof in the event of termination prior to the end of an Operating Year) no later than 21 days following the end of such period, including a calculation of any Incentive Management Fee due. Subject to City's approval, which shall not be unreasonably withheld, Contractor shall withdraw its Incentive Management Fee from the Operating Account no later than thirty (30) days following receipt of the statement and such supporting documents as City may reasonably request. -12- 5.5 Accounting Services. In addition to management services herein, Contractor shall provide accounting services to the City, including services pertaining to payment disbursement and financial reporting. Contractor may provide these services or may employ accountants or outside services to provide some or all of such services. For these accounting and administrative services City shall pay Contractor, in addition to the Fixed Management Fee and Incentive Management Fee, a separate "Accounting Fee" in the amount of Twenty-one Thousand Dollars ($ 21,000) per annum (i.e., ($ 1,750) per month), to be adjusted annually by 3% beginning in year two. 5.6 City Council Appropriation. All Parties recognize that the continuation of this Agreement after the close of any fiscal year of City, which fiscal year ends on June 30, of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. City does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty should accrue to City in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties on items delivered, services provided, monies paid and monies due. 5.7 Renewal Term Fees. For any Renewal Term, the City Manager or their designee and Contractor shall negotiate and agree upon any adjustment to the Fees ninety (90) days prior to the commencement of the Renewal Term. ARTICLE 6 - ACCOUNTS; WORKING FUNDS; RECORDS AND REPORTS 6.1 Bank Account. In connection with the operation and management of the Facility, the following bank account shall be provided by City and Contractor in a bank or banks approved by City, and shall be subject to City's audit and inspection (the "Bank Account"): 6.1.1 Operating Account. Contractor will supply a separate bank account (at a bank approved by the City) for Contractor to deposit all Gross Revenue and pay related expenses derived in connection with the operation and management of the Golf Course. City will initially fund the bank account with funds necessary for operations. Contractor will deposit revenue immediately. Contractor shall deposit daily into the account, no later than the next business day following receipt, all gross revenues collected. If an armored transport service is utilized, Contractor shall provide daily pick up of deposits on the next business day following receipt of gross revenues. Under no circumstances will Contractor permit funds collected to be taken anywhere off -site by any employee. Contractor will follow all other procedures established by City for depositing daily cash receipts. Contractor shall use the golf course revenue generated to pay Operating Expenses and to collect Contractor's monthly Management and Accounting Fee. Contractor shall then submit payments to City for the remaining net income generated on a monthly basis. If funds are needed beyond the amount of revenue generated in a month and the initial bank account funds are used, Contractor shall replenish the initial bank account funds first from the succeeding month's revenue. Contractor shall also provide monthly reports and supporting documentation to City reflecting gross revenues collected by Contractor and total operating expenses incurred by -13- Contractor. Contractor shall provide a bank reconciliation report for the month. Reports shall be provided 21 days after the end of the preceding month. Until such monies or other things of value have been deposited into the City' s account and verified by the bank in accordance with this Agreement, Contractor bears all risk of loss, therefore, including, but not limited to, damage, destruction, disappearance, theft, fraud, or any dishonest, or unlawful act, or other hazard, irrespective of location caused by Contractor' s employees or any other person or entity within Contractor' s control. Should such an event or act occur, Contractor shall immediately notify the City' s Executive Director of Parks, Recreation and Community Services Agency and the Santa Ana Police Department, and Contractor shall prepare a report of such incident. Contractor shall notify the City of any operational changes deemed necessary by Contractor to safeguard the City' s monies or things of value. Contractor will retain copies of daily bank -endorsed deposit slips for the above deposits for a period of not less than five (5) years from the date each deposit is made. Contractor will follow all other procedures established by City for depositing daily cash/ credit card receipts. 6.2 Expenditures. Contractor is authorized to pay such amounts at such times as are required in connection with the operation, maintenance, repair, and improvement of the Facility and related facilities in accordance with any approved Annual Budget Plan and/or budget, subject to the provisions of this Agreement, including but not limited to all amounts specifically payable to or reimbursable to the Contractor as follows: the Compensation and expenses of the management staff and other employees of the Facility; and (a) all costs and expenditures incurred or made in connection with the items described in Section 3.3 and all other expenditures which Contractor is permitted or required to make under any other provision of this Agreement; (b) reimbursements and other amounts due to Contractor and Affiliates of Contractor under any provision of this Agreement; (c) premiums for any insurance maintained by City or Contractor in accordance with the provisions of Article 4 (Insurance Requirements); (d) the Management Fee, Incentive Management Fee, and Accounting Fee, computed in accordance with the provisions of Article 5. Upon request of City from time to time, Contractor shall distribute from the Operating Account to accounts controlled solely by City such funds which are in excess of the amounts required to maintain working capital needs of the Facility and for Contractor to perform pursuant to this Agreement. 6.2.1 Excluded Expenditures. The following costs are not considered Expenditures and shall not be reimbursed or included in the Annual Budget. (a) Any penalties or fines imposed by any governmental agency, except for those penalties or fines caused by the act of omission of City or not reasonably related to the acts or omissions of Contractor. -14- (b) Expense of Contractor's corporate office, except for the Accounting Fee. (c) Employee salaries or any compensation of any corporate or regional employee of Contractor. (d) Employee claims, fines, lawsuits, etc. resulting from Contractor's breach of the Agreement; any costs and expenses not authorized by this Agreement or approved by the Santa Ana City Manager; any costs, claims covered by Contractor's indemnity obligations hereunder, any costs incurred by Contractor to repair or replace any Facilities to the extent of damage resulting from the intentional misconduct or negligence of Contractor. 6.3 Insufficient Funds. Contractor shall monitor the Facility's cash flow and shall provide to City a report detailing projected cash flow in the event that Contractor projects an Operating Deficit, which exceed Operating Account funds available, to occur within thirty (60) days of providing such report. If at any time funds in the Operating Account shall be projected to be or are insufficient to pay the Facility's Expenses for the following 60 days, Contractor shall notify City and request a sufficient amount ("Additional Working Capital") to satisfy same so that Contractor will have sufficient funds in the Operating Account to prevent any delinquency in payment for such expenses, and City agrees to provide such funds within thirty (30) days after Contractor notifies City. Contractor shall not be obligated to advance any of its own funds to or for the account of the Facility or City, nor to incur any liability unless City has furnished Contractor with funds necessary for the discharge thereof. In the event City fails to timely provide Contractor sufficient Additional Working Capital to pay expenses, Contractor shall be under no obligation to pay any bill if there are insufficient funds in the Operating Account. Notwithstanding the foregoing, if Contractor advances any funds in payment of an expense authorized by any Annual Budget Plan or budget, or an emergency expenditure, Contractor may reimburse itself from the Operating Account. 6.4 Accounting Procedures/City's Right to Audit 6.4.1 Books and Records. Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. City shall have the right to audit Contractor's accounting procedures and internal controls of Contractor's financial systems and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any transactions under this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. Contractor shall provide an audit report to the City on or before December 1 st of each year, beginning December 1, 2027. -15- 6.5 No Default Due to Lack of Funds. If Contractor is unable to perform any of its Services or covenants under this Agreement because of the failure on the part of the City to provide the funds pursuant to Article 6, such failure of performance on the part of Contractor shall not be deemed a default on the part of Contractor and shall not give rise to any right of termination, damages, or any other remedy against Contractor, unless the failure to provide the funds is due to the occurrence of a breach of this Agreement by Contractor or the gross negligence, willful misconduct or fraud by Contractor. 6.6 Reports to City. Contractor will deliver, or will cause to be delivered, to City the following forecasts and statements: (a) within twenty (20) days after the end of each calendar month, an update to any approved plans and/or budgets with monthly and year-to-date financial statements which shall include a balance sheet, a profit and loss statement showing the results of operation of the Facility for such month and for the year to date; and (b) within sixty (60) days after the end of each Operating Year (as defined herein), financial statements, including a balance sheet, a profit and loss statement and actual versus budget comparison showing the results of operation of the Facility for such year (it being understood and agreed that such annual statement will reflect the annual Base Management Fee paid to Contractor). If requested by City, and at City's expense, the financial statements shall be accompanied by an opinion rendered by an independent certified public accounting firm. (c) at least sixty (60) days in advance of each Operating Year (except the first Operating Year), an estimated profit and loss statement and an estimated cash flow projection for the ensuring Operating Year. (d) upon reasonable request made by City, Contractor shall provide inventory list of equipment with corresponding hours of use. 6.7 Contractor Accounting Software; Other Personal Property Owned by Contractor. The parties acknowledge and understand that the accounting software used at the Facility is owned by Contractor, and City shall have no rights or interests in such software. Upon the expiration or earlier termination of this Agreement, the accounting software and other personal property located at the Facility owned by Contractor shall be removed from the Facility by Contractor; provided, however, the financial data of and related to the Facility shall remain the property of City. 6.8 Payroll. The parties acknowledge and agree that a payroll processing company will be processing the payroll for the Facility employees. Prior to the date of a payroll payment, Contractor will be notified by the payroll processing company of the amount of the payroll payment. On the date of the payroll payment, the payroll processing company will automatically withdraw the amount of the payroll payment from the Operating Account and deposit such amount in a central payroll account on which payroll checks will be drawn. -16- 6.9 Accounting Firm. Contractor shall, if requested by City and at City's expense, hire an independent certified public accounting firm selected by City to audit the financial statements required under this Agreement. Contractor shall train the accounting firm with respect to the use and application of Contractor's accounting software at the Facility, and Contractor shall supervise the work of the accounting firm. All fees and charges of the accounting firm shall be an expense of the Facility payable from the Operating Account. ARTICLE 7 — MANAGEMENT — ADMINISTRATION - PERFORMANCE 7.1 GENERAL MANAGER. Contractor shall designate a General Manager, who shall coordinate the Services. This General Manager shall be available to City at all reasonable times during the Term of this Agreement. It is expressly understood that the experience, knowledge, capability, and reputation of the General Manager is a substantial inducement for City to enter into this Agreement. Therefore, the General Manager shall be responsible during the Term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the provision of Services hereunder. 7.2 ADMINISTRATION. The following employees of City shall be authorized to take the following actions pursuant to this Agreement: (a) The Director of Parks, Recreation, and Community Services Agency shall be authorized to take any and all actions on behalf of City set forth herein, including, but not limited to Budget approval and termination of Services in accordance with the terms of Section 8 of this Agreement (Termination Rights). (b) The City Manager or their designee is authorized to take those specific actions set forth herein and to review and approve all Services performed by Contractor under this Agreement. The City Manager or their designee shall be authorized to approve Extra Work, change prices or billing rates, or terminate Services under this Agreement. 7.3 PERFORMANCE 7.3.1 Standard of Services. Contractor and his entire staff shall provide all of its services in a professional and workmanlike manner and shall conduct themselves whenever on City's property such that they shall, at all times, be able to deal effectively and properly with the golfing public as managers of a public facility. All staff shall wear uniforms in a manner approved by City at all times with name tags. All staff shall complete training as prescribed by the City Manager or their designee upon hiring. The quality and range of the products and services offered must be approved by City. 7.3.2 Presence of General Manager. Contractor's General Manager is expected to be on site at the Facility during the days and hours normally expected of a working General Manager attending diligently to his duties and responsibilities personally. At such times as the General Manager is not on site, the General Manager shall specifically designate a Manager on Duty and shall provide, from time to time, City with the names of those employees qualified for -17- this position. One of the so -named parties shall be on duty at all times that the General Manager is absent. 7.3.3 Professional Standards. As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing work under similar circumstances. 7.3.4 Contract Administrators for Facility. Contractor is responsible for keeping the City Manager or their designee informed of on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired. Contractor agrees to work closely and cooperate fully with the City Manager or their designee and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Contractor at the Facility. 7.3.5 Debris. Contractor shall keep City's property free from undue accumulation of waste and rubbish caused by Contractor's performance of the Services, and Contractor shall remove all debris resulting from the work on City's property at the end of each day's work. Contractor shall limit its storage of materials and equipment on City's property to areas designated by City. 7.3.6 Familiarity with Work. By executing this Agreement, Contractor represents and warrants that Contractor: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by City, Contractor shall immediately inform City of such fact and shall not perform any Extra Work without the approval of the City Manager or their designee and written amendment of this Agreement. 7.3.7 City Ownership of Equipment. Contractor acknowledges that the City owns all furniture, fixtures, and equipment ("Equipment"). Contractor agrees to maintain, repair or cause to be repaired all of City's equipment and furnishings, and to maintain such Equipment in good condition consistent with manufacturer recommendations and industry standards. Contractor will obtain City's prior written consent for any modifications to the type, location, quality, replacement, or disposal of all City -owned Equipment or furnishings. Contractor shall provide the City with annual inventory list of all City -owned Equipment, including serial numbers, estimated remaining useful life, and hours of use, if applicable. Contractor shall keep, in its ordinary course of business, detailed maintenance logs for all of City's equipment. City shall have the right to audit all such maintenance logs on a quarterly basis, without prior notice. If any piece of City owned equipment is damaged and/or rendered a total loss through the negligence or willful misconduct of Contractor, its agents, employees, subcontractors, or its assigns, then Contractor shall be responsible for 100% of the repair costs (parts and labor) or replacement costs for any such City owned equipment. 7.3.8 Alcoholic Beverages. Contractor is not restricted by this Agreement as to the selection of brands of alcoholic beverages to be sold at Facility. Contractor expressly agrees to observe and comply with all federal, state, and city laws and ordinances and with all rules promulgated by City with respect to alcohol sales at the Facility and to maintain in effect all licenses and permits required for sale of alcoholic beverages at Contractor's sole expense. The current contractor Riverview Golf LLC will relinquish the existing on -sale general liquor license issued by the State of California to Contractor and in Contractor's name permitting the sale of alcoholic beverages (including beer, wine and liquor) at the Facility at no expense, except for transfer fees to be paid by Contractor as an Operating Expense. Contractor, as City's agent, shall be solely responsible for the alcoholic beverage sales at the Facility. As an Operating Expense of the Facility, Contractor shall maintain in its name or in the name of an Affiliate (and City shall reasonably cooperate with Contractor in maintaining) the liquor license(s) in good standing, pay all required fees in connection therewith, and otherwise ensure that the proper right and permission to sell alcoholic beverages at the Facility. Contractor agrees that, in the event Contractor is succeeded by another contractor after termination of this Agreement, Contractor shall, without charge to City, relinquish said license at no expense to such successor, except for transfer fees to be paid by the successor. From and after the termination date and continuing until the date of transition, Contractor shall cooperate with City in City's efforts to obtain its own liquor license(s) (or a transfer of Contractor's liquor licenses) to serve alcoholic beverages at the Facility. 7.3.9 Independent Contractor. Except as expressly provided herein, City, nor any of its employees, shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein. Except as expressly provided herein, City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives, or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise a joint venturer or a member of any joint enterprise with Contractor. In consideration for the compensation paid to Contractor by City, Contractor agrees that City shall not be obligated to provide, and instead agrees that Contractor shall provide on City's behalf, any benefits, including, but not limited to, workers' compensation, disability, retirement, life, unemployment, health or any other benefit and Contractor agrees that it shall not sue or file a claim, petition, or application therefor against City or any of its officers, employees, agents, volunteers, representatives or sureties. 7.3.10 Public Records. Any and all written information created, submitted to, and/or obtained by Contractor from City or any other person or entity having to do with or related -19- to this Agreement and/or the Facility, either pursuant to this Agreement or otherwise, may be subject to disclosure pursuant to the California Public Records Act (Government Code § 6250 et seq.) as now in force or hereafter amended, or any act in substitution thereof, or otherwise made available to the public. Contractor hereby agrees to notify City within 10 days of any claim that a requested records is not a public record or that the same is a trade secret, or confidential, or not subject to inspection by the public. ARTICLE 8 - TERMINATION RIGHTS 8.1 Termination by City. City shall have the right to terminate this Agreement upon the occurrence of any one of the following events: (a) Contractor fails to keep, observe or perform any material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Contractor including, without limitation, Contractor's failure to maintain, market, and promote the Facility in the manner required by this Agreement, and such default continues for a period of thirty (30) days after written notice of such default by City to Contractor; or (b) Contractor's (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); (v) suffering or permitting to continue unstayed and in effect for thirty (30) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder; or (vi) is formally charged with, or is convicted of, any criminal act or commits any act of fraud. (c) City's right to terminate this Agreement pursuant to this Section 8.1 shall be exercised upon thirty (30) days' additional written notice to Contractor given at any time after the applicable grace period has expired. City's termination notice shall specify the effective date of such termination, which date shall not be more than sixty (60) days after the date of City's termination notice. (d) Should the Facility operate at a negative Net Operating Income for two (2) or more consecutive Operating Years, City many terminate this Agreement upon written notice of such termination specifying the effective date of such termination, which shall not be less than sixty (60) days after the date of any such termination notice. (e) Notwithstanding anything else herein to the contrary, the parties agree that should this Agreement be terminated pursuant to Section 5.6 (City Council Appropriation), City must provide Contractor with written notice of such termination specifying the effective date of such termination, which shall not be less than ninety (90) days after the date of any such termination notice, and certifying that no golf course operation or activities will be conducted at the Facility for at least six (6) months after any such termination. -20- (f) In the event City and District are unsuccessful in executing the operationally necessary lease agreement referenced in the recitals of this Agreement, City may terminate this Agreement pursuant to the procedures set forth in this section. Contractor shall be compensated for any and all services rendered prior to such termination date at its monthly rate set forth in Article 5. 8.2 Termination by Contractor. Contractor shall have the right to terminate this Agreement upon the occurrence of any one of the following events: (a) City fails to provide funds to be deposited in the Operating Account in accordance with Article 6 of this Agreement, and such failure shall continue for a period of thirty (30) days after written notice by Contractor requesting that such funds be so provided; or (b) City fails to keep, observe, or perform any other material covenant, agreement, term, or provision of this Agreement to be kept, observed or performed by City, and such default continues for a period of thirty (30) days after notice of such default by Contractor to City; or (i) City applies for or consents to the appointment of a receiver, trustee or liquidator of City or of all or a substantial part of its assets; (ii) City files a voluntary petition in bankruptcy or commences a proceeding seeking reorganization, liquidation, or an arrangement with creditors; (iii) City files an answer admitting the material allegations of a bankruptcy petition, reorganization proceeding, or insolvency proceeding filed against City; (iv) City admits in writing its inability to pay its debts as they come due; (v) City makes a general assignment for the benefit of creditors; or (vi) an order, judgment or decree is entered by a court of competent jurisdiction, on the application of a creditor, adjudicating City a bankrupt or insolvent or approving a petition seeking reorganization of City or appointing a receiver, trustee or liquidator of City or of all or a substantial part of the assets of City, and such order, judgment or decree continues unstayed and in effect for any period of sixty (60) consecutive days; Contractor's right to terminate this Agreement pursuant to this Section shall be exercised upon written notice to City given at any time after the applicable grace period has expired. Contractor's termination notice shall specify the effective date of such termination. which date shall not be less than thirty (30) days or more than sixty (60) days after the date of Contractor's termination notice. 8.3 Curing Defaults. Any default by Contractor or City under the provisions of Article 8, as the case may be, which is susceptible of being cured shall not constitute a basis for termination of this Agreement if the nature of such default shall not permit it to be cured within the grace period -21- allotted; provided that within such grace period the alleged party in default shall have given notice of its intent to cure, has commenced to cure such default, and is proceeding to complete the cure in good faith and with reasonable diligence. 8.4 Effect of Termination. In the event the defaulting party fails to cure any default of this Agreement within the applicable cure period, the other party may terminate this Agreement upon ten (10) days' written notice to the defaulting party (unless the default is stated to be not curable, in which case no such prior written notice shall be required. If City terminates this Agreement pursuant to this Section or pursuant to any other provision of this Agreement, or if this Agreement terminates by its terms, City shall have the following rights: • to take sole possession of the Operating Bank Account; • to take sole possession of all Facilities, including all equipment and materials; • to take assignment of any licenses, leases, contracts and other agreements; • to pursue any and all other appropriate civil and criminal remedies; • to collect from Contractor any and all monies owing City under this Agreement through the date of termination; • to take any and all other reasonable actions to facilitate the transition of management of the Golf Course from Contractor to City or City's designee; and • Termination by the City pursuant to this section shall in no way relieve Contractor's obligation to defend and indemnify the City, as set forth in section Article 4. If Contractor terminates this Agreement pursuant to this Section, Contractor shall have the right to collect from City any and all monies owing Contractor under this Agreement. Regardless of who terminates this Agreement, upon any such termination Contractor agrees to reasonably cooperate, but without material cost to Contractor, with City in connection with any all of the foregoing termination rights and also the termination procedures set forth in Article 8 in order to ensure a smooth management transition. Upon termination of this Agreement: • Contractor shall deliver to City all records and information related to tournaments, banquets and other events booked at the Golf Course for the Contract Transition Period or any time thereafter. • Contractor shall deliver to City current copies of all contracts, permits and licenses affecting Golf Course operations, including without limitation, leases for golf carts and other Golf Course equipment. • All real and personal property that is currently located at the Golf Course, together with any real or personal property purchased or leased in accordance with the Direct Cost Budget or otherwise with City funds is and shall remain the property of City. Contractor shall transfer possession of the Golf Course, Facilities, Furnishings and Equipment, supplies, software, databases, books, records and materials purchased, prepared or maintained under this Agreement to City or as City shall direct. • Contractor shall transfer all keys, convey all alarm codes and vacate the Golf Course. -22- • Contractor shall assign to City and City shall assume Contractor's obligations and shall defend and indemnify Contractor for obligations arising or accruing after such assumption under any loans and leases incurred or entered into by Contractor with respect to Furnishings and Equipment or supplies then in use at the Golf Course, provided that the following conditions are met unless waived by City: (i) Contractor shall have delivered to City written documentation acceptable to CITY showing that Contractor has fully performed its obligations under such loans and leases through the date City assumes such obligations, and (ii) with respect to any agreements in excess of one year or whose term extended beyond the expiration date of this Agreement, City shall have given its written approval to the agreement. • Contractor shall cooperate with City to ensure that City receives the benefit of its termination rights set forth in Article 8. 8.5 Remedies Cumulative. Neither the right of termination, nor the right to sue for damages, nor any other remedy available to a party under this Agreement shall be exclusive of any other remedy given under this Agreement or now or hereafter existing at law or in equity. In the event of Contractor's default as described in Section 8.1, if Contractor fails to cure the default by the date specified, City may elect to undertake the work that Contractor has failed to do or any work necessary or appropriate to diligently maintain the Golf Course. Should City elect to undertake such work, it shall serve Contractor written notice of its intent to enter the Premises and the exact nature of the work or correction it intends to perform. Contractor may void the notice by performing the work set forth in the City's notice and receiving City approval of said work. The performance of the foregoing work by City shall be at the sole expense of the Contractor and shall not be include as a Direct Cost. If City undertakes work pursuant to these procedures, City shall make a demand upon Contractor for payment of its costs. If Contractor failed to pay the costs incurred by City within thirty (30) days of the date the demand is made, City may bring legal action to collect the sums due and/or may deduct such costs from the Fixed Management Fee and Incentive Management Fee otherwise payable to Contractor. If legal action is necessary or appropriate to collect the amounts expended by City, Contractor shall pay City's attorney's fees and costs, court costs, and staff costs together from the date which is thirty (30) days of the date the demand is made. 8.6 Indemnification re Future Business. City shall indemnify and hold harmless Contractor and its officers, directors, and employees from all costs, expenses, claims, damages, and liabilities arising or resulting from the failure of City following the expiration or earlier termination (for whatever cause) of this Agreement to provide any of the services contracted for under this Agreement (or contracted for prior to the Commencement Date) relating to the management and operation of the Facility, which services are to be provided after the expiration or termination of this Agreement, including without limitation tournaments, banquets, meetings, and other group functions to be held at the Facility. ARTICLE 9 - TITLE MATTERS; ASSIGNMENT; SUBLETTING 9.1 Title to Facility. City covenants that, subject to the terms and conditions of this Article 9, throughout the term of this Agreement it will maintain full ownership interest in the -23- portions of the Facility owned by the City and will maintain a full leasehold interest in the portions of the Facility owned by the District, and good title to the Furnishings and Equipment and all other personal property necessary for the operation and maintenance of the Facility. 9.2 Assignment/Subcontracting.. Contractor acknowledges that City is entering into this Agreement in reliance on the unique skill and experience of Contractor and its employees. Contractor shall not subcontract or assign all or any part of its right or obligations under this Agreement, unless approved in writing by the Parks Director. Any change in the control of Contractor, including, without limitation, any transfer or acquisition of a controlling percentage of Contractor's equity or stock, shall constitute an assignment for purposes of this Agreement. 9.3 Prohibited Assignments. The Parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Contractor. Except as provided in this Section, neither party shall assign this Agreement without the prior written consent of the other party. Any such purported assignment, transfer, encumbrance, pledge, sub -use, or permission given without such consent shall be void as to City. Said consent shall not be unreasonably withheld, conditioned, or delayed. It is understood and agreed that any consent granted by a party to any such assignment shall not be deemed a waiver of any consent required under this Section as to any future assignment. 9.3.1 Permitted Assignment by Contractor. Contractor shall have the right, without the consent of City, to assign this Agreement to any Affiliate of Contractor or in connection with the sale of all or a substantial portion of Contractor's assets provided that the key personnel at the Facility remains substantially intact. 9.3.2 Permitted Assignment by City. In connection with the sale or transfer of the Facility by City, City shall have the right, without the consent of Contractor, to assign this Agreement provided that the purchaser expressly assumes all of City's obligations hereunder. 9.3.3 Remedies. Any assignment by either party of this Agreement in violation of the provisions of this Section shall be null and void and shall result in a termination of this Agreement. In addition to any other remedies available to the parties, the provisions of this Section 9.2 shall be enforceable by injunctive proceeding or by a suit for specific performance. 9.4 Successors and Assigns. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors, and assigns. 9.5 Subcontracting. Except for those subcontractors set forth in the Scope of Services, if any, Contractor shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the City Manager or their designee. Contractor shall be fully responsible to City for all acts and omissions of any approved subcontractor. Nothing in this Agreement shall create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and City pursuant to this Agreement. -24- ARTICLE 10 - DAMAGE OR DESTRUCTION; EMINENT DOMAIN 10.1 Damage or Destruction. Should the Facility be destroyed or substantially damaged by fire, flood or other casualty, City, by written notice to Contractor given within sixty (60) days following the occurrence of such event, shall have the right to terminate this Agreement, and in such event neither party shall have any further obligation to the other party under this Agreement, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination. For the purpose of this Section, the Facility shall be deemed to have been substantially damaged if, in the reasonable opinion of City, full and productive economic use of the Facility cannot be made and the estimated length of time required to restore the Facility substantially to its condition and character just prior to the occurrence of such casualty shall be in excess of six (6) months. If this Agreement is not terminated in the event of damage to the Facility because the damage does not amount to substantial damage as described above, then City shall proceed with all due diligence to commence and complete restoration of the Facility to its condition and character just prior to the occurrence of such casualty. ARTICLE 11 - CAPITAL IMPROVEMENTS 11.1 Capital Improvements. Any Major Capital Improvement performed by independent contractors in excess of $25,000 shall be subject to California prevailing wage law, codified at California Labor Code Section 1782, et seq., as it may be amended from time to time. Any Major Capital Improvement project in excess of $25,000 shall be administered by City in accordance with City's procurement ordinances, City's processes and procedures, and all applicable local, state, and/or federal laws. Contractor shall have no authority to enter into separate agreements with independent contractors for Major Capital Improvements (regardless of project cost). However, in the event City desires Contractor to become involved in any capacity in a Major Capital Improvement project (regardless of project cost), City shall notify Contractor in writing of its intent to utilize Contractor's services as set forth in Section 3.6 of this Agreement. Any non -Major Capital Improvement performed by independent contractors in excess of $15,000 shall be subject to California prevailing wage law, codified at California Labor Code Section 1782, et seq., as it may be amended from time to time. Any non -Major Capital Improvement project in excess of $15,000 shall be administered by City in accordance with City's procurement ordinances, City's processes and procedures, and all applicable local, state, and/or federal state laws. Contractor shall have no authority to enter into separate agreements with independent contractors for non -Major Capital Improvements (regardless of project cost). However, in the event City desires Contractor to become involved in any capacity in a non -Major Capital Improvement project (regardless of project cost), City shall notify Contractor in writing of its intent to utilize Contractor's services as set forth in Section 3.6 of this Agreement. Notwithstanding the above, Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Contractor agrees to fully comply with such applicable -25- Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. ARTICLE 12 - GENERAL PROVISIONS 12.1 Purchases by Contractor. Contractor shall use reasonable efforts to obtain the optimum combination of quality, price, and terms for all purchases for the Facility utilizing its extensive contacts and experience in purchasing golf course related items. Contractor shall not be entitled to any additional compensation for this undertaking other than as set forth herein. In connection with any purchases made by Contractor or an Affiliate of Contractor for the account of City, it is understood that Contractor or such Affiliate may perform services as a representative of the manufacturer to secure the benefits of lower costs, and that any resulting savings shall be passed on to City, including representatives' fees. In addition, all trade discounts, rebates, and refunds pertaining directly to purchases for the Facility (but excluding refunds and rebates received by Contractor in connection with purchasing or leasing related to all Other Contractor Facilities) shall accrue to the benefit of City. 12.2 Purchases from Contractor Affiliates. If any purchases of goods or services for the Facility are made from or through an Affiliate of Contractor, the charges to the Facility for such goods or services shall be on the same terms as those made to Other Contractor Facilities, and such charges shall not exceed the market prices for such goods and services. Contractor shall disclose to City the prices paid by its Affiliates for any such goods and services. 12.3 Notices. All notices and communications pursuant to this Agreement shall be addressed as set forth below or as either parry may hereafter designate by written notice and may be delivered by any one of the following methods: (a) by personal delivery; (b) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid to the addresses stated below; or (c) by deposit with an overnight express delivery service. Such notices and communications shall be deemed effective when actually delivered. CITY: City Clerk City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, CA 92701 Parks and Recreation Department City of Santa Ana 20 Civic Center Plaza Santa Ana. CA 92701 -26- CONTRACTOR: Santa Ana Golf, LLC CourseCo, Inc. 5341 Old Redwood Hwy, Suite 201 Petaluma, CA 94952 Attention: Michael Sharp (707)763-0335 Each party shall have the right to designate a different address within the United States of America by the giving of notice in conformity. 12.4 Attachments. This Agreement includes the following, which are attached hereto and made a part hereof: Exhibit A — Facility Map Exhibit B — Standards of Maintenance and Other Responsibilities of Contractor Exhibit C — Insurance Requirements 12.5 No Partnership or Joint Venture. Nothing contained in this Agreement shall be construed to be or create a partnership or joint venture between City and its successors and assigns, on the one part, and Contractor and its successors and assigns, on the other part. 12.6 Modification and Changes. This Agreement may be amended or modified in writing approved as to form by the City Attorney and any such amendment shall be properly executed by both parties. 12.7 Compliance with all Laws. In performing the Services, Contractor shall, as an Operating Expense, comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Contractor shall conform to applicable local, county, state and federal laws, rules, regulations, and permit requirements and be subject to approval of the City Manager or their designee. Before providing any services under this Agreement, Contractor shall, as an Operating Expense of the Facility, obtain and maintain any certificates, licenses and permits which may be required to permit Contractor to do business in the City, including the City of Santa Ana. For clarity and the avoidance of doubt, nothing in this section shall require Contractor to expend its own funds to obtain all necessary licenses, permits and certificates required for the operation of the Facility and the business conducted at the Facility, the costs of which will be an Operating Expense of the Facility. 12.8 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits or any other attachments attached hereto, the terms of this Agreement shall govern. -27- 12.9 Conflicts of Interest. The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnity and hold harmless City for any and claims for damages resulting from Contractor's violation of this Section. 12.10 Understandings and Agreements. This Agreement and the Exhibits hereto, constitutes all of the understandings and agreements of whatever nature or kind existing between the parties with respect to Contractor's management and operation of the Facility. No agreement, statement or promises made by either Contractor or City which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. 12.11 Interpretation. Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter into this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties. 12.12 Headings. The Article, Section and Subsection headings contained in this Agreement are for convenience and reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement. 12.13 Consents. Each party agrees that it will not unreasonably withhold any consent or approval requested by the other party pursuant to the terms of the Agreement, and that any such consent or approval shall not be unreasonably delayed or qualified. Similarly, each party agrees that any provision of this Agreement which permits such party to make requests of the other party shall not be construed to permit the making of unreasonable requests. 12.14 Survival of Covenants. Any covenant, term, or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 12.15 Third Parties. None of the obligations under this Agreement of either party shall run to or be enforceable by any party other than the party to this Agreement or by a party deriving rights under this Agreement as a result of an assignment permitted pursuant to the terms of this Agreement. 12.16 Waivers. No failure by Contractor or City to insist upon the strict performance of any covenant, agreement, term, or condition of this Agreement or to exercise any right or remedy consequent upon the breach of this Agreement shall constitute a waiver of any such breach or any subsequent breach of the same covenant, agreement, term or condition. No covenant, agreement, term or condition of this Agreement and no breach of this Agreement shall be waived, altered, or modified except by a written instrument. A waiver of any breach of this Agreement shall only affect this Agreement to the extent of the specific waiver, and all covenants, agreements, terms, and conditions of this Agreement shall continue in full force and effect. 12.17 Applicable Law. This Agreement shall be construed and interpreted in accordance with, and shall be governed by, the laws of the State of California and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 12.18 No Presumption Regarding Drafter. City and Contractor acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between City and Contractor, and that this Agreement reflects their mutual agreement regarding the subject matter of this Agreement. Because of the nature of such negotiations and discussions, it would be inappropriate to deem either City or Contractor to be the drafter of this Agreement, and therefore no presumption for or against the drafter shall be applicable in interpreting or enforcing this Agreement. 12.19 Enforceability of Any Provision. If any term, condition, covenant, or obligation of this Agreement shall be determined to be unenforceable, invalid, or void, such determination shall not affect, impair, invalidate, or render unenforceable any other term, condition, covenant, or obligation of this Agreement, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 12.20 Remedies Cumulative. The remedies given to City and Contractor herein shall be cumulative and are given without impairing any other rights given City or Contractor by statute or law now existing or hereafter enacted and the exercise of any one (1) remedy by City or Contractor shall not exclude the exercise of any other remedy. 12.21 Discrimination. Contractor agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin, or other prohibited basis in its provisions of Services or hiring of subcontractors or employees. To the extent this Agreement provides that Contractor offers accommodations or services to the public, such accommodations or services shall be offered by Contractor to the public on fair and reasonable terms. 12.22 United States Currency. All amounts payable pursuant to this Agreement shall be paid in lawful money of the United States of America. 12.23 Counterparts. This Agreement and any amendment may be executed in counterparts, and upon all counterparts being so executed each such counterpart shall be considered as an original of this Agreement or any amendment and all counterparts shall be considered together as one agreement. 12.24 Attorneys' Fees. In the event of a dispute involving the non-performance by a party hereto of its obligations under this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and all other expenses reasonably incurred in connection with such dispute, whether or not litigation is commenced, in addition to all other relief to which the party is -29- entitled. If the successful party recovers judgment in any legal action or proceeding, the attorneys' fees and all other expenses of litigation shall be included in and made a part of any such judgment. 12.25 Gender and Number. Whenever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of certain gender shall be deemed to include either of both of the other genders. 12.26 Further Assurance. City and Contractor agree that at any time or from time to time after the execution of this Agreement, each shall, upon the request of the other, execute and deliver such further documents and do such further acts and things as such party may reasonably request in order to fully effect the purpose of this Agreement. 12.27 Waiver of Jury Trial. The parties hereby waive trial by jury and any action, proceeding, or counterclaim brought by either of the parties hereto on any matter whatsoever arising out of or in any way connected with this Agreement. 12.28 Authority. Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. Contractor shall, at City's request, deliver a certified copy of its governing board's resolution or certificate authorizing or evidencing such execution. 12.29 Effective Date. This Agreement shall be effective on the date on which this Agreement is executed by City ("Effective Date"). [signatures appear on following page] -30- SIGNATURE PAGE TO MANAGEMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND SANTA ANA GOLF, LLC FOR RIVER VIEW GOLF COURSE IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Jonathan T. Mart�,?' Assistant City Attorney RECOMMENDED FOR APPROVAL: ) ��; I Hawk Scott Executive Director of Parks, Recreation and Community Services Agency -31- CITY OF SANTA ANA Alvaro Nunez City Manager SANTA ANA GOLF, LLC: Title: EXHIBIT A Facility Maps ' + q x xL di �J , r+r •'1 r R1 E x. ..ar4�,y *� ILU -er 'POD # d,r,.y ,#'x , 1' r { ` f fit► �eI Y� ' Old LS# ,fiLA r, f, 4uJ1 }a A' duo foul `� •a 1At�`4# n t i f FIJI In �Yqal r �R -3 lir. 'Pt :r..+ ' +jr i+� a x'� ` . .� 5 �. i.• ��' • t� Ak IL .yFle�w+"e moil il• �; •,w r' ti• -o.rs — I . ■ r r rrp -136.77 acres (98 acres owned by OC Flood Control) with Riverview Golf Course, CC Flood Control areas with Bike Trails, Edna Park & Riverview Park - 38.77 acres of City -owned portions of Riverview Golf Course and all of the existing Riverview Park - 22 acres of the 98 acres of OC Flood Control -owned portions of Riverview Golf Course outside the CitV EXHIBIT B Standards of Maintenance and Other Responsibilities of Contractor I. Maintenance Responsibilities. Contractor shall undertake the following maintenance responsibilities in connection with its management of the Facility under the terms of this Agreement: a) Contracts. Enter into such contracts for the furnishing of utilities and maintenance, and other services to the Facility in Contractor's name, provided however that (i) any such contract which is for a term greater than twelve (12) months and for an aggregate cost in excess of five thousand dollars ($5,000.00) and is not otherwise approved via the Annual Budget Plan shall be approved in advance by City, and (ii) in the event of a termination of this Agreement for any reason, City or City's designee shall assume any such contracts which are then in effect and unexpired at the time of such termination and indemnity and hold harmless Contractor from and against any additional obligations thereunder which may have accrued after termination of this Agreement; b) Repairs and Improvements. Make all repairs, decorations, revisions, alterations, and improvements to the Facility as shall be reasonably necessary for maintenance of the Facility in good and sanitary order, condition and repair; c) Operating Expenses. Incur such expenses, as Operating Expenses of the Project, as shall be necessary for the operation and maintenance of the Facility to the quality standards contemplated by this Agreement and the Annual Budget Plans, including without limitation incurring lease expenses for Furnishings and Equipment and costs for Operating Inventory; expenses for insurance premiums in accordance with insurance coverage required hereunder, and payment of attorneys' fees and other costs of legal compliance and/or legal settlement as approved by City's Contract Administrator in advance; d) Inventory. Maintain a level of Operating Inventory necessary to satisfy the quality standards contemplated by this Agreement and the Annual Budget Plans and to supply the needs of the Facility and its customers; e) Facilities Maintenance Services. At all times, as a Direct Cost, Contractor shall maintain and operate the Facility, including cafe restrooms, on -course restrooms and cart barn and all other facilities and services offered. Contractor shall keep all fixtures, furnishings and equipment within the facilities clean, neat, safe, and sanitary, in good order and in a manner. Contractor shall maintain and operate the facilities reasonably in accordance with the highest standards of cleanliness and shall keep clean and free from rubbish. Contractor shall, during the term of this Agreement maintain and keep in good order, condition and repair the interior nonstructural portions of the facilities, including, but not limited to, the following: the interior surface of exterior walls; all windows, doors, door frames, and door closures; all plate glass, storefronts and showcases; all carpeting and other floor covering; HVAC, all electrical systems, and equipment; the grease trap; and all interior plumbing and sprinkler systems, doors, door locks, plate glass, display windows, window casements, exterior restaurant light fixtures, light bulbs, ballast transformers and electrical panel if any, installed therein. Contractor expressly agrees that the use of roof areas shall be limited to ingress for maintenance purposes only, and that said roof areas shall not be used for storage of inventory or for any other use. All reasonable costs associated with cleaning and maintenance of the facilities in accordance with this Agreement shall be Direct Costs. Contractor agrees to enter into preventative and regular maintenance contracts, with providers approved by the City Representative, for services to include, but not be limited to, pest control, refrigeration, window cleaning, carpet cleaning, hood cleaning, and grease trap. All costs associated with these service contracts shall be Direct Costs. The Contractor shall inspect the perimeter fencing, gates, and netting weekly and make any repairs immediately. The Contractor shall be responsible for opening and closing the gates leading to the golf course. f) Grounds Maintenance Services. At all times, as a Direct Cost, Contractor shall maintain and operate the Golf Course during the entire term of this agreement. Contractor shall provide grounds maintenance services to the Golf Course as set forth in the Minimum Grounds Maintenance Standards set forth in the attached Exhibit B, including, but not limited to, the obligation to mow, edge, trim, overseed, fertilize, aerate, sod, change cups, service tees, top -dress, raise divots, rake traps, spray, spot irrigate, syringe and renovate turf and shrub areas, as well as to provide weed, disease and pest control, litter control and rubbish removal, parking lot sweeping, tree maintenance, maintenance of irrigation systems including mainlines, pumps, boosters and controllers, to keep swales in good repair and to provide the necessary and appropriate maintenance of any appurtenant structures and equipment, and to maintain the lakes Contractor shall replace or change any supplies, materials, or procedures used by Contractor that are found reasonably objectionable by the CITY Representative, within 5 days' notice after receipt of the CITY Representative's written request for such replacement or change. Contractor shall comply with all applicable local, state and federal clean water regulatory requirements, including but not limited to all federal EPA and National Pollutant Discharge Elimination System requirements. g) Chemical Herbicides and Pesticides. Contractor shall ensure that employees are trained and knowledgeable about best management practices for using fertilizers, herbicides and pesticides to prevent any Hazardous Materials release and how to handle any such accidental release. Contractor shall obtain any required federal, state or local pesticide applicator licensing, permits and submit any required reports related to the use of permitted biocides, defoliants, chemical fertilizers, pesticides, herbicides or other agrichemicals. Contractor to apply for a Restricted Materials Permit from Orange County. h) Trees and Other Plant Materials. Contractor shall maintain all trees and other plant materials on the Golf Course in a manner equal to or better than other golf courses in California with comparable green fees during the entire term of this agreement. All pruning and removal shall comply with the Santa Ana Municipal Code, with all removals approved by City Representative prior to commencement. i) Parking Lot Maintenance Services. Contractor shall keep all parking lots on the Facility in a clean and good condition, and shall provide normal (non -capital) parking lot maintenance services. All reasonable costs of such parking lot maintenance will be Direct Costs. j) Equipment, Supplies and Materials. Contractor shall procure and maintain (as a Direct Cost) all necessary and appropriate equipment, supplies and materials of good quality and in sufficient number to fulfill the maintenance requirements of this Agreement, but expenditures shall not exceed the amounts allocated in the Direct Cost Budget without the prior consent of the CITY Representative. The required equipment, supplies and materials shall include, but not be limited to: • All equipment necessary and appropriate to operate the Golf Course; • All necessary and appropriate gas, oil, maintenance and operating supplies, and spare and replacement parts for all equipment used at the Golf Course; • All necessary and appropriate topdressing, seed, fertilizers, pesticides, fungicides, insecticides and herbicides for maintenance of the Golf Course and other landscaped areas on the Golf Course and in compliance with Section 3.05; • Parts, supplies and equipment necessary for the repair and maintenance of all Golf Course irrigation systems; • Tee towels, soaps, ball washers, putting green cups and flags, benches, trap rakes, tee markers, tee mats, trash receptacles, trash receptacle liners, cleat brushes, distance markers on sprinkler heads and all other pertinent golf course equipment; • Materials for the installation and maintenance of French drains; • Sand for traps on an as -needed basis; and • Procurement of all necessary retail and concession inventory and consumable supplies such as janitorial cleaning supplies, paper products, soap, etc. In the event that Contractor desires to use City owned equipment it shall lease such equipment from CITY at a nominal fee of $1.00 per year. City will provide said lease to Contractor at the commencement of each year of this Agreement. Existing employees. To the extent reasonably possible, Contract shall offer employment at the Golf Course to all employees employed prior to the effective date of this agreement k) Driving Range. Contractor shall operate and manage all driving range operations, and procure and maintain all equipment and facilities necessary and appropriate to meet the goal set forth in Section 3.1. Driving range balls shall be of high quality and flight limited, and all cracked and worn range balls shall be removed in a timely manner. Driving range mats and teaching areas to be maintained to very high standard and replaced when needed. 1) Solid Waste Management & Recycling. To ensure full compliance with California Senate Bill (SB) 1383 regulations, the facility shall operate in full accordance with the organic waste generator, recycling requirements and food recovery mandates set forth in 14 CCR Division 7, Chapter 12 Short -Lived Climate Pollutants (SB 1383) and Chapter 16 Garage, Trash, and Weeds of the City's Municipal Code. Contractor shall be responsible for the proper handling, collection, storage, and segregation of all solid waste, organic waste and recyclable materials generated by the operation of the Golf Course, including but not limited to waste from clubhouse and administrative offices, food and beverage operations, maintenance facilities and restrooms, on -course trash receptacles, special events, tournaments, or outings. Contractor shall ensure that waste is placed in approved containers for collection and is managed in a manner that maintains cleanliness and safety. Contractor shall not dispose of solid waste outside of designated containers nor dispose of hazardous waste except in compliance with applicable law and City guidelines. Contractor shall promptly notify the City of any issues with collection, overflow, or missed pickups. Contractor shall keep City's property free from undue accumulation of waste and rubbish caused by Contractor's performance of the Services, and Contractor shall remove all debris resulting from the work on City's property at the end of each day's work. Contractor shall limit its storage of materials and equipment on City's property to areas designated by City. City reserves the right to inspect waste handling practices at reasonable times. Contractor shall promptly correct any deficiencies identified by City or a regulatory authority. II. Other Responsibilities. Contractor shall undertake the following responsibilities in connection with its management of the Facility under the terms of this Agreement: a) Licenses and Permits. Apply for, and use its commercially reasonable best efforts to obtain and maintain, all licenses and permits reasonably required by City (or by applicable Legal Requirements, as defined herein) in connection with the operation and management of the Facility in the Contractor's name or in the name of an Affiliate of Contractor; and City agrees to execute any and all applications and such other documents as shall be reasonably required and to otherwise cooperate, in all reasonable respects, with Contractor in the application for, and obtaining and maintenance of, such licenses and permits; and Contractor agrees that it shall maintain a City of Santa Ana business license during the Term of this Agreement; b) Insurance and Legal Requirements. Use best efforts to do, or cause to be done, all such acts and things in and about the Facility as shall be reasonably necessary to comply with all Insurance requirements and Legal Requirements, and to discharge any lien, encumbrance, or other charge on the Facility; including, with City's prior written consent, hiring legal representation and paying attorneys' fees, as an Operating Expense of the Facility, as necessary to comply with any Legal Requirements and defend the Facility against legal claims and pay all Impositions and insurance premiums when due, if City requests in writing that Contractor assume responsibility on City's behalf for the payment of such Impositions and insurance premiums; c) Accounting. Maintain a method of accounting in accordance with generally accepted accounting principles consistently applied ("GAAP") which accurately reflects the Gross Revenues and Operating Expenses and disbursements of Contractor in connection with the Facility's operations. d) Golf Professional Services. Provide golf starter services; sell and rent golf equipment; sell golf -related clothing and supplies; provide instructional services in the playing of golf; rent golf carts; and operate the driving range. e) Pro Shop and Merchandise. The Pro Shop shall be open during the normal operating hours of the golf course as provided in the Golf Course Manual. • Inventory. Contractor shall procure and maintain in the Pro Shop such inventory of golf merchandise as reasonably necessary or appropriate to adequately meet public demand and consistent with the goal in Section 3.1. Contractor shall receive approval from City before increasing inventory levels to $40,000 or over in any given month. • Mark Down of Merchandise. Merchandise that can reasonably be classified as "stale" or "unsellable" may be marked down. After six (6) months, if Contractor reasonably determines that any aged merchandise in the Pro Shop cannot be sold or should not be sold because of the reputation or image of the Pro Shop, then Contractor may sell the merchandise to third parties at less than cost and include the payment for the merchandise in the Golf Revenues. Contractor may not sell or transfer Pro Shop merchandise to any entity owned or operated by an affiliate of Contractor without prior written City Representative approval. f) Golf Instruction. Contractor shall provide for golf instruction by qualified instructors supervised by the Golf Professional. All instructors shall be PGA or LPGA Class A golf professionals or apprentices, unless otherwise approved by The City Representative. All golf instructors shall be employees of Contractor or independent contractors with agreements directly with the Contractor, unless Contractor proposes an alternative plan that is approved by the City Representative. Contractor shall cause all golf instructors to comply with the rules and regulations consistent with the goal in Section 3.1. It is expected that the Golf Professional and instructors will provide tips and mini -lessons at no cost to golfers as appropriate. i. Availability. There shall be a PGA or LPGA Class A golf professional or apprentice available on the Premises to answer questions and address customer concerns. ii. City Recreation Classes. The Contractor shall work in conjunction with the City Representative to provide services for City golf programs at the driving range, putting greens and Course. iii. Junior Golf Programs. As provided in the Golf Course Manual, City shall encourage and facilitate junior golf programs. g) Golf Carts. Subject to the Existing Golf Cart Lease (defined below), Contractor shall procure by lease on behalf of City and maintain in good condition power -driven golf carts in sufficient numbers to reasonably meet the public demand. City shall increase or decrease the applicable annual budget line items reasonably to account for resulting increased or decreased direct costs. Prior to procuring golf carts, Contractor shall give the City Representative information identifying the type of golf cart, features of golf carts, and proposed lease terms and shall obtain City Representative approval. The golf cart lease shall provide that it is assignable to City should this Agreement terminate for any reason. Contractor shall lease golf carts in accordance with the City Representative's approval. Contractor may prohibit the use of golf carts on the Golf Course whenever weather conditions expose the user to danger or the Golf Course to damage. Contractor shall employ an on -site mechanic who is able to repair and maintain golf carts. If any golf cart is damaged and/or rendered a total loss through the negligence or willful misconduct of Contractor, its agents, employees, subcontractors, or its assigns, then Contractor shall be responsible for 100% of the repair costs (parts and labor) or replacement costs for any such golf cart. h) Special Events. Contractor shall use reasonable efforts to obtain and maintain appropriate exposure for and usage of the Golf Course, including without limitation, as appropriate, conducting golf tournaments, clinics, exhibitions and other special events. Contractor will hold a minimum of three (3) community events annually provided at no cost to the public. i) Technology Systems. Contractor, as a Direct Cost, shall procure and maintain telephones, wiring, computers, software, data circuits, voice circuits, Internet circuits, security cameras, and all equipment necessary and appropriate to operate and support telephone communications to and within the Golf Course, automated tee sheet and starter functions, Point -of -Sale for all Pro Shop operations, Social Media and a website which provides public, on-line access to golf reservations. Contractor shall use such systems to market, record all Golf Course and Pro Shop, retain customer and sales transaction data and produce all documents and reports necessary to effectively operate the Golf Course and comply with CITY's reporting and auditing requirements. Technology systems shall satisfy CITY's and other government requirements for security and internal controls, including but not limited to, security of credit card and other customer data. j) Security of Data. Contractor shall notify CITY immediately upon any known or suspected loss, theft or disclosure of CITY data, including but not limited to loss of customer personal or credit data. k) Golf Course Manual. Contractor shall establish and maintain a Golf Course Manual that establishes expectations, uniform rules, procedures and operating policies for the City's Municipal Golf Course and Facility. The Golf Course Manual will establish requirements for the maintenance of the Golf Course in alignment with City standards. The Contractor shall operate the golf operations in accordance with the requirements of the Golf Course Manual. The Contractor shall maintain the Golf Course in accordance with the requirements of the Maintenance Standards and other requirements outlined in the Golf Course Manual. Contractor shall submit to the City on an annual basis at least sixty (60) days in advance of each Operating Year an updated Golf Course Manual (except for the first Operating Year for which the initial Golf Course Manual shall be submitted thirty (30) days prior to the Commencement Date). The initial Golf Course Manual and all subsequent Golf Course Manuals shall be subject to City's final approval. EXHIBIT C Insurance Requirements Insurance Requirements Contractor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence and $10,000,000 aggregate. 2. Liquor Liability (LL): with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage arising from selling, serving, distributing, storing, or furnishing of any alcoholic beverage by Licensee or any of Licensee's employees, representatives, agents or subcontractors under this agreement 3. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $2,000,000. Primary and umbrella/excess policies can be combined to meet required policy limit. 4. Workers' Compensation (WC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Contractor has no employees. 5. Pollution Legal Liability (PLL). With limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate. 6. Commercial Crime Liability Insurance: which includes, without limitation, a blanket bond for all employee dishonesty in the amount of $1,000,000 per occurrence or claim: coverage for theft, forgery or alteration, funds transfer fraud, safe burglary, counterfeit paper currency, disappearance and destruction of monies and securities in or on the Facility Premises or outside the Facility Premises in an amount no less than $35,000; and depositor's forgery in the amount of $250.000. 7. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor for City. 3. All required insurance policies: For any claims related to this contract, Contractor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of event should be included in the Description of Operations section of each certificate. Self -Insured Retentions. Self -insured retentions must be declared to and approved by the City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies. If any of the required policies provide coverage on a claims -made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, Contractor must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors. Contractor shall require and verify that all sub -contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub -contractors. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. I COURSECO Proposal Management, Operation, and Maintenance River View Golf Course Prepared for City of Santa Ana 1!1 Table of Contents Letterof Transmittal......................................................................................................................Page 1 Qualifications and Experience.......................................................................................................Page 3 Company Description........................................................................................................Page 3 KeyPersonnel....................................................................................................................Page 5 References........................................................................................................................ Page 10 StaffQualifications............................................................................................................Page 12 Organizational Chart.........................................................................................................Page 16 DetailedWork Plan........................................................................................................................Page 17 GolfOperations.................................................................................................................Page 17 Food, Beverage, and Catering...........................................................................................Page 23 ProShop/Retail.................................................................................................................Page 26 Golf Cart Fleet Operations.................................................................................................Page 28 Golf Course and Facility Maintenance Plan.......................................................................Page 29 Timeline for Completing Services......................................................................................Page 34 Fee Schedule/Cost Proposal..........................................................................................................Page A-1 COURSEC0 Table of Contents - Page i I Letter of Transmittal Dear Hawk Scott, We are pleased and excited to submit our proposal to the City of Santa Ana for the management of River View Golf Course. For 37 years, our firm has prioritized forming high -trust relationships with municipal partners including our most recent contract at nearby Fullerton. Our relationship with our clients stems from our Four Core Values: 1) Financial Performance 2) Community Inclusion 3) Environmental Stewardship 4) Stakeholder Communication. Guided by these principles, we remain closely aligned with our clients and the communities for which we are stewards. Having operated municipal golf courses in California since 1989, our entire executive team is genuinely excited about the opportunity to partner with the City of Santa Ana on River View Golf Course. Several of our team members have both worked and lived in Southern California for significant parts of their careers and know both the market as well as the course. Operational excellence in hospitality, marketing, operations, financial controls, and revenue production is essential, and these are areas in which we excel. More importantly, we believe our demonstrated commitment and the pledges outlined in our proposal make us uniquely qualified for this project. We are committed to expanding community usage and programming at all our courses, and we know that River View Golf Course is at a critical crossroads as it transitions from a long-term lessee to a management contract. This will not be the first time we have encountered a transition similar to this, and in fact some of the best examples of our success in private -public partnerships have come in similar scenarios. While we are proud of all of our work, at Boundary Oak Golf Course in 2009 and then San Jose Munipal Golf Course in 2023, we followed long-time lessees and in both cases we were able to hire the majority of the existing staff, embraced the long-time loyal customer base and then elevate the overall facility conditions and guest experience. We would encourage you to check with our clients at both locations as we are confident they will give us glowing references. Capital planning and project management will be an important part of this next phase at River View Golf Course. As outlined in this proposal, CourseCo is experienced and adept at both planning and executing capital projects and understands working within municipal requirements. Our standard practice when taking over a new operation is to spend the first 3 to 6 months conducting a full evaluation of capital infrastructure as well as capital opportunities at the golf course. We work with the City staff, incumbent employees that join our team, gather feedback from the customer base and ultimately apply our industry experience to develop a 5- year capital plan. This plan will be reviewed and presented for City approval and then updated each year during the budget process. We find taking this time at the beginning for a complete evaluation leads to optimal planning and decision making. We look forward to this part of the process at River View, collaborating with the City and starting this process. In addition to capital planning, the availability of capital funding will be important for the success of River View. Having done a preliminary tour of the property and based on feedback from City staff, it is apparent that there is significant deferred capital maintenance in most areas. To assure an improved guest experience that is quickly evident, we believe a capital reserve of 15% of gross revenues per year is appropriate. While this will not immediately address all capital needs, it will allow for a consistent investment in the property in the next couple of years. This will both protect the aging, and in some cases failing, infrastructure as well as provide new revenue opportunities. COURSECO Page 1 I Golf demand and interest are at an all-time high and the potential for new technology at the driving range offers exciting opportunities for enhanced community engagement. Over the past several years, we have invested in driving ranges by adding technology and expanding food & beverage offerings, which has delivered faster -than -expected returns and attracted new user groups —including underserved communities, juniors, and their families —while maintaining affordability and accessibility, a key point for municipal golf. We are confident that this approach would be ideal for the City of Santa Ana and look forward to further conversations on this topic. CourseCo, Inc. is proposing to manage River View Golf Course and will complete all work with no sub- contractors. As our standard operating procedure, CourseCo will form a dedicated LLC, wholly owned by CourseCo, Inc., to provide financial and liability separation for each golf course under management. Our corporate office is located at 5341 Old Redwood Hwy, Suite 202, Petaluma, CA 94954. As President and CEO, I am authorized to negotiate and sign any contract that may result. I may be reached by my cell phone at 530-315-3064, my office number 707-763-0335 or via email at msharp@courseco.com. attest that all information contained within this proposal is true and correct. On behalf of my senior colleagues, I would like to express our genuine enthusiasm for this assignment. We believe our long and uniquely successful history in public -private golf industry partnerships strongly qualifies us for this project and look forward to the next steps in the process. Sincerely, Michael Sharp, PGA President and CEO COURSECO Page 2 I Qualifications and Experience Overview of Proposal For 36 years CourseCo has provided golf course management for municipal golf courses. Starting with Riverside Golf Course, which is owned by the City of Fresno, we have spent well over three decades providing management services with a focus on municipal golf, primarily in California. During that time, we have developed expertise in the public -private partnership necessary for success in municipal golf and feel our experience is perfectly suited for the management of River View Golf Course. We understand the importance of affordable and accessible golf and have also been able to successfully make capital contributions at many of our locations that benefited the golf course and its users as well as the partnership between our City clients and ourselves. Company Description Founded in 1989, CourseCo's sole business activity is turnkey operations of golf courses with a focus in municipal golf. With 46 golf properties under management, we currently have over 2,000 employees producing over $165 million dollars in gross revenue annually for our partners. CourseCo's corporate office is located in Petaluma, California where the majority of our support team is based. In addition, we have executive team members located throughout the state including Visalia, Fresno, Livermore, Sacramento and Monterey. The majority of the golf course portfolio is in California, where the company was founded, with 30 courses under management in the state. The majority of our clients are public agencies, and this is the focus of our company and experience. Since our inception we have operated using Four Core Values to guide the company: 1. Financial Performance — Achieving our client's financial objectives is always our first priority. 2. Community Inclusion — We believe that a golf course must serve the community in which it lies. This includes the golfer and non -golfer alike and this belief is reflected in our robust calendar of events at all our facilities. 3. Environmental Stewardship — As a community partner, we have always stressed that a golf course can provide optimal golf course conditions while employing sustainable methods of turfgrass maintenance. CourseCo is the most honored golf management firm in the country for its environmental practices including having won the President's Award from the Golf Course Superintendent's Association of America in back-to-back years. 4. Stakeholder Communication — We have always believed in thorough, consistent and transparent communication with everyone associated with the golf course including City Staff, Elected Officials, Employees, Customer Groups, Home Clubs and all other stakeholders in the enterprise. Through this communication, we build relationships that contribute to the ongoing success and stability of the golf course and entire facility. CourseCo's management technique, which has remained constant and allowed us to continue to stand out from the competition, is our commitment to run each course as an individual entity rather than just one part of a large portfolio. While this means a significant amount of additional work, our results have consistently exceeded expectations over the years. This approach can effectively be broken down into the following areas: COURSECO Page 3 I • Business Planning and Budgeting — Our budgeting and business planning is done from a zero base for every property. We seek to understand the goals, objectives and obstacles for each property and custom design a plan and budget each and every year that best serves the needs of the facility. • Staffing — Each property under our management has different staffing models that best serves the needs of the facility. All key management staff are selected based on their individual fit for the property. • Corporate Oversite — A key to any management plan is the amount of involvement and oversite provided by the corporate team. We are confident that we spend more time on all our properties than any other management company and this commitment ultimately provides both better guest experience and operating results. • Client Communication and Collaboration —We view all our management contracts as a partnership rather than a contract to deliver services. Through constant communication and collaboration with our clients we are able to ensure goals and objectives remain aligned. Specific services included in management agreements include: • Golf Operations (Reservations, Tee Times, Merchandising, Carts, Instruction, and Driving Range) — Optimization of golf revenues is achieved through membership growth and retention, tee sheet management, player development, merchandising, bundling goods and services, home club support, instruction programs, community involvement and excellent member and guest service experiences. CourseCo has won multiple public service awards for its operations, promotion, and customer service. Customer Service — At every site, CourseCo implements a quality service management program to ensure the facilities are operated in a manner consistent with owner expectations and appropriate to the facility. We utilize several formalized customer feedback systems such as professional blind shoppers, online surveys, comment cards, the National Golf Foundation's Golf Satisfaction Survey (GolfSat), and SWEAT Program (Smile, Welcome, Enthusiasm, Ask, Thank), the results of which have led to national awards for customer service at three of our facilities. • Food and Beverage Services — CourseCo structures food and beverage operations to optimize the bottom line. This includes the development of practical menus that meet golfers' needs for quick food of high quality; hiring, training, and proper scheduling of staff; inclusion of membership programming and events; close linkage with our Home Clubs; and regular review of menu and event pricing. Cost of goods and labor/sales ratios are closely monitored. • Sales and Marketing — CourseCo's implementation of sales and marketing follows these guidelines: develop the "story" based on the image and personality of the property; determine the placement of the facility in the market; identify the target market or markets; determine the type of collateral material to be produced; and identify media channels and advertising methods including email, internet and other digital based strategies. Agronomics — CourseCo is an expert in the field of agronomics and golf course maintenance. We utilize the most current research, technology and resources to provide outstanding playing conditions from tee to green. We are a leader in providing optimal golf course conditions while employing sustainable methods of turfgrass maintenance. CourseCo is the most honored golf management firm in the country for its environmental practices including having won the President's Award from the Golf Course Superintendent's Association of America in back-to-back years. • Master Planning and Capital Budgeting — CourseCo has been involved, as principal, project manager or COURSECO Page 4 I owner's representative, in $100 million worth of capital projects including building renovation, course renovation, complete course and facility construction, cart path construction, bunker, tee, green construction and renovation, and irrigation system replacement. • Budgeting — We start every budget as a blank page — zero base — using historical data only as a reference point. Line -item operational expenses are generated as a result of agreed upon goals for the property and reflective of anticipated revenue streams. This methodology can reveal savings compared with prior years as opposed to simply adjusting prior year expenses. Our budgets are linked to and driven by Annual Operating Plans. • Financial and Budgetary Reporting and Analysis — By accessing the resources of CourseCo's centralized financial reporting systems, we can accurately and timely gather, report, and analyze revenue and expense data. CourseCo reports to numerous public agencies for operations and capital projects and is accustomed to accommodating a range of public reporting requirements and administrator preferences. • Operating Plan Development— Development and implementation of an Annual Operating Plan that includes an operating budget and marketing plan for the pro shop and golf service operations, food and beverage operations, a facility maintenance program, as well as a capital expenditure plan, is standard practice at all CourseCo facilities. • Human Resource Management — CourseCo ensures compliance with Department of Industrial Relations and Department of Labor regulations including wage and hour laws, workers compensation insurance requirements, drug free workplace initiatives, equal opportunity employment, enforcement of a progressive discipline policy and unlawful harassment policies. In addition, CourseCo provides a variety of benefits for full time regular employees including paid vacation leave, holiday pay, an optional health plan, flexible spending accounts, and a 401(k) plan. • Risk Management — CourseCo oversees risk management through a combination of programs such as maintaining general liability insurance, complying with OSHA and pesticide management regulatory compliance (we require each site to participate in the OSHA voluntary consultative review biannually), building and grounds safety monitoring, participating in cooperative reviews by our workers compensation insurance carrier, and providing regular safety training for staff. • Funding — CourseCo has provided equity funding of improvements totaling over $75 million. We are often asked to help structure capital funding plans for properties that include both direct contributions as well as ongoing savings and debt programs dedicated to property improvements. CourseCo maintains excellent relations with a variety of golf course financing sources and has group purchasing agreements with many national vendors and contractors. Qualifications of Individuals Key Personnel Michael Sharp, PGA, President and Chief Executive Officer Michael Sharp is the President and Chief Executive Officer and managing partner in CourseCo. Michael started his employment at CourseCo in 2005 as Vice President of Operations with direct oversight of golf operations before being promoted to Chief Operating Officer in 2012, and then taking on his current role in 2017. As the top executive in the company, Michael's focus is on building the overall company culture while maintaining strong relationships with all of CourseCo's clients. COURSECO Page 5 I After spending the early part of his childhood in Southern California, Michael's family moved to Northern California where he took his first job in golf working at a driving range while starting on his high school golf team. After playing Division I golf at Sacramento State and receiving his bachelor's degree in criminal justice, it was a clear path for Michael to start his career in the golf industry. Immediately out of college Michael took a General Manager position with Club Corp, which was the first of three top 25 Management Companies he would work for in the coming years. After becoming a Class A Member of the PGA, Michael continued his advancement in the golf business as General Manager at StoneTree Golf Club and then VP of Operations at Billy Casper Golf. It was through his passion and commitment to hospitality and people development that eventually led to Michael joining the CourseCo team and his rapid ascension to the top leadership position. Now with 30+ years of experience in the industry Michael is widely respected and recognized throughout the United States for his operating knowledge and innovation. Having played the key role in CourseCo's growth from a small regional management company with 11 courses under management, to a national company with 46 courses and ranked as the 13th largest management company in the world, is one of the reasons he received the Award for Most Innovative People in Golf in 2020 from Golf, Inc. Under his leadership CourseCo has received numerous environmental awards including becoming the first company to ever receive the President's Award from the GCSAA in 2018 and then receiving it again the following year in 2019. While he is often asked to speak on panels and present at National Conferences, Michael's passion is still working directly with the management teams of the courses in promoting CourseCo's Four Core Values — Financial Performance, Community Programming, Environmental Sustainability and Stakeholder Communication. Michael resides in the Sacramento area of California with his wife, Heather, and their three children — Madison, Paige and Andrew. As a PGA Professional Michael still plays in numerous golf tournaments and events each year but still finds time between working and playing golf to travel with his family, snowboard and passionately follow the Lakers and Dodgers. Tom Bugbee, Chief Operating Officer Tom currently serves as the Chief Operating Officer at CourseCo and is also a partner in the firm. Tom originally joined the company in 2009 as the Director of Operations, was promoted to VP of Operations in 2011 and became the COO in 2018. In his current role Tom oversees the day-to-day operations of the company, including golf course operations, as well as the finance and accounting department. While his responsibilities include financial performance and contractual compliance it is his focus on the support and development of key team members that has led to his success. Born and raised in Petaluma, California, the golf business was a passion for Tom very early in his working career. Starting at Adobe Creek Golf Club in outside services he quickly moved up through the ranks as assistant professional, head professional and then becoming the General Manager at the early age of 24. It was in this position that he was first introduced to acquisitions as he played a key role in the due diligence and transition at Peacock Gap Golf Club, which was also his first experience in multiple property management. Tom left the golf business for a brief three-year period where he worked in the high -paced corporate tech world focusing on sales recruiting working with companies including IBM, SalesForce, Oracle and BMC Software. With a degree in Business Administration from the University of Phoenix but a passion for golf the opportunity to return to the golf world and join the CourseCo team at their corporate office was the perfect fit for this Sonoma County native. With over 30 years of experience in the golf business his accomplishments in the industry are wide ranging. Tom has been interviewed and quoted in multiple publications including Golf Inc Magazine, The New York Times, The San Francisco Chronicle and the Wall Street Journal. Tom has managed over $100 million in capital projects including golf course and clubhouse construction. Currently a Board Member of the First Tee of the North Coast he is involved in this new chapter and assisting to get it off the ground. But the professional COURSECO Page 6 I accomplishment that Tom is most proud of is being a part of CourseCo as it has grown from 14 courses centered in Northern California to 46 courses spread across the Western United States. Tom still resides in Petaluma with his wife, Daniele, and their three daughters — Maddie, Brooklyn and Gwen. When not working or playing golf Tom enjoys traveling with his family and is an avid San Francisco Giant fan. Lee Finkel, Vice President of Finance Lee currently serves as the Vice President of Finance for CourseCo. Lee joined the company in 2020 as the Vice President of Revenue Management and was promoted to VP of Finance in 2025. In his current role, Lee assists in overseeing the day-to-day operations of golf course operations, revenue management and development of key team members. Additionally, he manages the Marketing Department, Tournament Sales and Senior Agronomic Managers. Lee grew up in San Diego, California and is a graduate of the University of San Diego where he earned a Bachelor of Business Administration in Economics and an MBA in Venture Management. Lee began his career in aerospace and communications. However, his passion for golf led him to change paths. His background in golf spans over 20 years with experience in operating and managing over 140 Courses. Lee joined American Golf in 2003. He gained experience as the General Manager of a variety of golf courses before he was promoted to Regional Director of the Northeast in 2009. During that time, he lived and worked in New York and was responsible for overseeing courses in New York City, New Jersey, Atlanta, Virginia, and Detroit. In 2015, he was promoted to Regional Vice President for the East and added the management of Dallas, Oklahoma, and Tennessee courses to his existing responsibilities. In 2016, he was promoted to Senior Vice President and oversaw the management and operations for all American Golf's Public Courses throughout the entire country. Lee is an active member of the golf community and involved in promoting the game, advocacy and legislative review. Currently, he serves as President of the California Golf Course Owners Association and is a Board Member for the California Alliance for Golf. Lee currently lives in Petaluma with his wife April. He enjoys playing golf and traveling. He is a diehard San Diego Chargers Fan and still looking for their first Superbowl win. Amy Wakayama, Vice President of Human Resources Amy is a seasoned Human Resources professional with more than 16 years of experience leading strategic HR initiatives and advocating for employee well-being and engagement. She is passionate about building inclusive, diverse, and high -performing workplace cultures that empower employees to reach their full potential. Amy joined CourseCo as Vice President of Human Resources in 2025, bringing an award -winning background and a wealth of experience in human capital management, benefits strategy, talent management and organizational development. A lifelong resident of Sonoma County, Amy earned her Bachelor of Arts in Psychology from the University of California, Davis, and holds the Society for Human Resource Management — Senior Certified Professional (SHRM—SCP) designation. Beyond her professional accomplishments, Amy is an active member of her community and proudly serves on several nonprofit boards. Outside of work, she enjoys exploring new restaurants, spending time with family, traveling, gardening, cheering on the San Francisco Giants, and playing golf. COURSECO Page 7 I Janice Norton, Controller Currently serving as the Controller, Janice joined CourseCo in July 2003 as the Accounting Manager. Throughout the years, she has held multiple positions within the organization as the company has evolved from 12 courses to 46 courses and growing. Janice now oversees a staff of 8 and works on providing timely, accurate financials prepared for management and our clientele. Janice graduated from Sonoma State University, earning a Bachelor of Science in Mathematics. Staying in Sonoma County, working first as an accounts payable clerk for a check guarantee company and then as an accountant for Waste Management. After a reorganization at Waste Management in 2003, Janice started her career with CourseCo. As more golf courses were added to our portfolio, she covered everything from accounting to human resources to client communications. Janice, her husband, and children, live in Sonoma County, CA, where they are active in the community. With her free time, Janice volunteers for local community events, enjoys gardening, hiking, and boating. Sandy Marfin, PHR, SHRM-CP, Director of Employee Relations Sandy is a Director of Employee Relations with a strong knowledge of employee relations, leadership, employee development, training, compliance with ADA, FMLA, wage and hour, benefits and workers' compensation. Sandy's prior Human Resources positions were in the insurance industry as well as in the non- profit healthcare sector. Sandy has over 16 years of Human Resources experience, eight of which have been in a leadership role. Sandy completed her Bachelor of Arts degree at San Francisco State University in 1996 and gained her Professional in Human Resources (PHR) certification through the Human Resources Certification Institute in 2013. Sandy has a proven track record of being a highly professional, knowledgeable, and trusted HR business partner for management while simultaneously serving as an advocate for the company's employees. Sandy has a successful background of being a highly capable daily hands-on HR professional. In addition to assisting and guiding management in legal compliance, Sandy works with leadership to develop policies and action plans that result in increased employee proficiency and morale. Sandy is a member of local and national Human Resources organizations. Sandy is a native Californian and a resident of the Bay Area since 1980. Alexandria LaRoche, Director of Marketing and Sales Alexandria LaRoche joined the CourseCo team in April 2021 and serves as the Director of Marketing and Sales. Besides assisting with Tournament and Membership sales, she oversees the sales and marketing efforts for each unique Fairview location focusing on revenue generation as well as executing superior customer experiences. In her role, she supports each Fairview sales office with ongoing training and mentorship during the sales process, ultimately creating a brand wide sales team environment that results in a reduction of turnover and an increase in employee morale. Rod Metzler, PGA, Vice President of Special Projects Rod Metzler was the Founder and CEO of Empire Golf, Inc. Since 1987, under his direction, Empire Golf had successfully grown into a regionally based golf course management company in Northern California. In 2018 CourseCo acquired the majority interest in Empire Golf and Rod joined the management team at CourseCo. Rod has been involved in all phases of the golf industry for the past 45 years. His experience COURSECO Page 8 I includes facility, ownership, leasing, club management, contract management, design, construction management of both existing and new facilities, as well as new course development. Rod has been a Class "A" member of the PGA of America since 1978 and has received numerous personal awards for his accomplishments and expertise in the golf industry. He was named the Northern California PGA Professional of the Year in 1994, as well as Northern California PGA Private Club Merchandiser of the Year in 1986. He has served on the Board of Directors of the Northern California PGA, and currently is on the Board of the California Golf Course Owners Association. Adam Pohi, Senior Operations Manager Adam first started working for CourseCo in 1995 at Mather Golf Course then became General Manager of Riverside Golf Course in his hometown of Fresno, CA in 1999 where he was awarded the John C. Telischak Award (General Manager of the Year) in 2001 as the top performing property in CourseCo. A graduate of Sacramento State University and Class A Member of the PGA of America, Adam also spent time coaching NCAA Division I Golf at Sacramento State University and University of Nevada. Throughout his 30 plus years in the golf business, he has held positions as Golf Professional, General Manager, Regional Manager, and National Account Sales Manager which has given him broad experience during his career. Adam's current responsibilities with CourseCo include operational oversight of multiple courses as well as focusing on procurement and compliance priorities for the company. Adam currently resides in Clovis, CA with his wife Stephanie and daughter Addison. Outside of work Adam enjoys playing golf, skiing, and hunting. COURSECO Page 9 I References Boundary Oak Golf Course: Boundary Oak Golf Course i City of Walnut Creek Client Since: 01/06/G9 3800 Valley Vista Road Arts, Rec & Community Services Management Contract Walnut Creek, CA 94598 ': PO Box 8039 (925) 934-4775 Walnut Creek, CA 94596 Municipal Golf Course la boundar oak.com First Tee affiliate course P Y Y Tim Roberts City Liaison (925) 639-6062 robe rts@waI n utcreekca.&ov...........................€..,.,......,.,......,.,........,.,......,.,......,.,........,........,.,......,.,,.... ......................................................................................................,......,.,.... .........,............... .. Property Description: Opened in 1969, 18-hole championship golf course of Robert Muir Graves Design; 45- stall driving range; short -game practice area; 30,000 s.f. clubhouse; restaurant, bar and banquet facilities; golf shop. Fully certified Audubon Sanctuary since February 26, 2012. Scope of Services: Golf Operations, F&G, Course Maintenance, Administrative Services, Master Planning, Marketing, Community Relations, Construction Management, Design & Construction Consulting. San Jose Municipal Golf Course: San Jose Municipal Golf Course I City of San Jose ' Client Since: 04/01/23 1560 Oakland Road I Department of Parks and Recreation =Lease Agreement San Jose, CA 95131 € 200 East Santa Clara Street Municipal Golf Course (408) 441-4653 San Jose, CA 95113 playsanjosemuni.com ' Avl Yatam, Deputy Director Parks, Rec. & Neighborhood Services ': (408) 409-535-3573 Av;.Yotam@sanjoseca.gov -- ---- -- -- ---- -- -- ---- -- -- ---- -- -- -- - -- -- -- - -- -- -- - -- -- -- -- -- ------------------- --------------------------------------- --------- ---------------------------------------------------------------------------------- Property Description: Opened in 1968, 18-hole championship golf course of William P. Bell design, 60-stall double deck lighted driving range; bar and grill; golf shop. Scope of Services: Golf Operations, Golf F&B, Course Maintenance, Administrative Services, Marketing, Community Relations, Master Planning. Valley Oaks Golf Course: Valley Oaks Golf Course 1800 S- Plaza Street Visalia, CA 93277 (559) 651-1441 i City of Visalla 345 N. Jacob Street Visalia, CA 93291 Client Since: 02101100 Lease Agreement Municipal Golf Course playvalleyaaks.cam I Ms - Leslie Caviiglia € Annual Revenues: $5.5M € Assistant City Manager (559) 713-4300 Lesl i e, ca vi g l is @visa liia. c ity ............ .................... .................. ...................:......................................................................................:....,...,........................................................................... Property Description: Opened in 1973, 27-hole championship golf course of Robert Dean Putman and Mike Poellet designs; 40-stall full turf driving range; restaurant and bar; golf shop, Fully certified Audubon Sanctuary since October 11, 20Q5. Scope of Services: Golf Operations, Golf F&B, Course Maintenance, Administrative Services, Marketing, Community Relations, Design & Construction Consulting, Construction Management, Grow -in. COURSECO Page 10 I Other Services We believe there is an opportunity for investment in the driving range which will produce new engagement in the facility as well as a significant increase in revenue. In 2023, CourseCo signed a national agreement with Top Tracer which has allowed us to complete major driving range renovations including the installment of Top Tracer technology at six locations with three more currently in the planning stages. These projects have included the expansion of facilities along with new food and beverage services. Below is a summary of these investments and the associated revenue: Project 1- Foxtail Golf Club, Rohnert Park, CA • Project Details • Addition of Top Tracer technology • Extended food & beverage hours • Financial Results • Driving Range Revenues: $585,000 (+115%) • New F&B Revenues: $125,000 Project 2 - Los Lagos Golf Course, San Jose, CA • Project Details o Addition of Top Tracer technology • Financial Results o Driving Range Revenues: $1,077,000 (+61%) Project 3 - San Jose Municipal Golf Course, San Jose, CA • Project Details • Addition of Top Tracer technology • New Food & Beverage Patio • New Food & Beverage Outlet • Financial Results • Driving Range Revenues: $2,330,000 (+35%) • New F&B Revenues: $235,000 (projected) • New Merchandise Revenues: $45,000 (projected) Project 4 - Valley Oaks Golf Course, Visalia, CA • Project Details • Addition of Top Tracer technology • New fully covered range stalls including heaters • New Food & Beverage Patio • New Outdoor Bar • Addition of lighting • Financial Results • Driving Range Revenue: $1,100,000 (+400%) • New F&B Revenues: $756,000 (projected) Project 5 - Boundary Oak Golf Course, Walnut Creek, CA • Project Details • Full driving range renovation • Addition of Top Tracer technology • New Food & Beverage Patio • New Food & Beverage Outlet (under construction) • New fully covered range stalls (under construction) • Financial Results • Driving Range Revenue: $1,356,000 (+210%) • New F&B Revenues: $250,000 (projected) COURSECO I Page 11 Staff Qualifications Assembling and sustaining an outstanding site team is among our most important responsibilities. Incumbent employees always have priority in retention of their positions when CourseCo assumes responsibility for an existing property. Evidence of this can be seen in our transition history. Ninety-five percent of the existing employees that applied for positions are hired by CourseCo. A year later, the vast majority are still in place and happily working to a higher standard. Experience has proven, with few exceptions, that incumbent employees can be both motivated and loyal to the facility. With good leadership, their valuable institutional knowledge benefits the course and its customers. Upon transition, new standards are established and implemented with the active involvement of incumbent staff when appropriate. Standards are reinforced with training and support from senior managers and corporate staff in all areas of operations. Additionally, as a standard operating procedure, CourseCo makes the commitment to all its clients to conduct a national search for all key management positions using the following sources: • All qualified candidates who are currently working at the facility. A preference exists for individuals who are both qualified and already intimately knowledgeable with the property. • CourseCo managers who are qualified and seek promotion or transfer. A preference exists for candidates who know our management principles, methods, and systems. • Candidates sourced through publication of openings on CourseCo's website. • Candidates within CourseCo's extensive network/files of notable managers who can be recruited. • Candidates attracted via professional organizations' job posting services: PGA (Professional Golfers Association), LPGA (Ladies Professional Golfers Association) and CMAA (Club Managers Association of American). CourseCo prefers hiring from the local community and is an equal opportunity employer who believes golf's appeal is broadened by a diverse workforce. The following section provides a basic job description and qualifications of the positions to be staffed at River View Golf Course. ADMINISTRATION General Manager This leadership position will have line responsibility for management of operations. Beyond having a working knowledge of all proprietary management systems, the General Manager is responsible for working with Senior Management to develop strategic, operating, sales and marketing plans and budgets; executing the strategic plan at the facilities and in the community; implementing and supervising quality control; monitoring budget variances and statistical reporting from all departments; participating with Senior Management in communication with the City; and assuring compliance with environmental and safety programs. This position will report to Adam Pohl who has been identified as the Senior Operating Manager and will be the primary Project Manager. Minimum Qualifications: BA or BS from an accredited college or university or equivalent; PGA, LPGA, and/or CMA affiliation is a plus; minimum 7 years' experience as a manager in a similar environment; working knowledge of Microsoft Windows applications; direct marketing experience. The successful candidate will have demonstrated analytical and business planning acumen, the maturity to motivate and manage a staff, and the communication skills to enhance internal and external effectiveness including communication with the client. COURSECO Page 12 I Administrative Assistant The administrative assistant will provide support to the administration department and reports to the general manager. This position is responsible for maintaining an orderly, safe work environment, and providing assistance to employees on employment related issues, preparing daily bank deposits, and processing payroll. The individual will also have general knowledge of proprietary management systems and facilitate the organization's communication with customers and other stakeholders. Minimum Qualifications - Minimum two years of experience working in a clerical environment. Thorough knowledge of Microsoft Office applications. It is preferred that this position be occupied by someone with bookkeeping or accounting experience. Tournament Sales and Community Event Director The Tournament Sales and Community Event Director will provide support, and reports to the General Manager in a dual role capacity. They will lead our sales efforts responsible for the entire tournament sales process. This includes maintaining Pipeline (a golf specific Customer Relationship Management (CRM) software), responding to customer inquiries and executing outbound sales activities. They will also be responsible for the formulation, implementation and management of community -based programs in golf and education. Programs will serve youth, families, seniors and the entire community. GOLF OPERATIONS Head Golf Professional/Golf Operations Manager Primary responsibilities are interacting with customers, golf operations, managing customer service and implementing golf programs. Reports directly to the general manager and is the on -site manager for all golf operations. Responsible for managing staffing levels and managing budgeted expenses in golf operations. Supervises assistant golf professionals, golf shop assistants, range and cart staff, head marshal and marshals. Supervises or directs all golf programs including instruction. This position is integrally involved in the day-to-day, hands-on management of all golf -related activities. In addition, he or she will play a leading role in community outreach. Minimum Qualifications — A degree from an accredited college is a plus; three years' experience managing high volume retail golf shop environment, experience as golf instructor, working in or managing a high -volume golf teaching program. Working knowledge of Microsoft Windows applications and golf shop management software. Golf Shop Staff The golf shop assistant is responsible for aiding the Golf Ops Manager/Head Pro in managing the golf shop, customer service, and course programs. Cart and Range Attendant The outside services attendant is responsible for preparing both the golf cart fleet and driving range facility for daily customer use and policing the clubhouse grounds for presentation. Golf Course Starter/Marshall The golf course Starter/Marshal acts as the on -course ambassador of the golf operations department. This COURSECO Page 13 I position is responsible for helping to maintain an effective pace of play program, enforcing course rules and regulations, and facilitating our customers' enjoyment of the golf course. FOOD AND BEVERAGE DEPARTMENT Food and Beverage Manager This individual directs and oversees all aspects of food and beverage service including personnel, menus, food production, purchasing, vendors, inventory management and event production at each individual property. The position will be responsible for maintaining company culture, training, and developing employees, setting clear goals, and holding employees accountable as well as working closely with the Head Pro on initiatives and events. The candidate will have an established track record of results in all areas of food and beverage management with emphasis on effective operations, controls, communication, and financial reporting for banquet and restaurant operations. Minimum Qualifications —Three years' experience in food and beverage service with a record of progressive responsibility and two years staff management experience. Must be ServSafe and MAST certified and be knowledgeable in the regulations affecting alcoholic beverage service. Head Cook In partnership with the Food and Beverage Manager, this position will be responsible for adherence to budgets to maximize revenue and minimize expenses while ensuring adequate supplies and staff are on hand to provide top quality customer service. This includes preparing food that is high quality, delicious and is well presented food for each event. Job duties also includes oversight of breakdown and cleanup of kitchen area and maintaining a sanitary/clean environment. Qualifications — 2 -5 years of related experience in a fast -paced environment, the ability to implement policies and procedures and to prepare schedules, must be able to work a flexible schedule including days, nights, weekends and holidays, banquet experience a plus, Food Safety and Sanitation Certification and ServSafe Alcohol Certificate required. Kitchen Staff — The kitchen staff is responsible for preparing and cooking menu selections offered by the course. This position is also responsible for proper presentation, economical food preparation and complying with all quality standards. Responsible for the safe handling, storage, and sanitation of all food and beverage items and kitchen storage spaces. Grill Server — The server is responsible for preparing and serving menu selections, processing financial transactions, and maintaining the safe handling, storage, and sanitation of all food and beverage items. Beverage Cart Attendants — The beverage cart attendants are responsible for delivering food and beverage products to customers on -course, processing financial transactions, and maintaining the safe handling, storage, and sanitation of all food and beverage items. MAINTENANCE DEPARTMENT Golf Course Superintendent The Superintendent is entrusted with the direct management of the golf course. Turfgrass maintenance, COURSECO Page 14 I servicing and repair of equipment, supervision of environmental programs, compliance and safety, maintaining appropriate records, and preparation of draft budgets and reports. Minimum Qualifications — A degree in agronomy, horticulture, plant, soil sciences or equivalent knowledge is preferred. Experience in all phases of golf course management and turf culture. Certified and/or licensed in pesticide usage.Knowledge of the game of golf and its rules. Thorough knowledge of the construction, establishment, and maintenance practices employed on golf course putting greens, tees, fairways, roughs, and bunkers. Knowledge of procedures for planting and culture of turfgrasses used on golf courses; the planting, cultivating, and pruning of ornamental plants, shrubs, and trees; the characteristics and proper use of various fertilizers and soil conditioners; pest control methods and materials; drainage methods; and watering practices and irrigation systems, including wells, pumps, and automatic controls. Knowledge of construction and maintenance of the maintenance facility, shelters, fences, bridges, golf cart paths, service roads, parking lots, ponds, and streams. Assistant Golf Course Superintendent The Golf Course Assistant Superintendent directly assist the Superintendent in all duties. Responsible for daily operations with the direction of the Superintendent, duties include assisting in planning, scheduling, and supervising the maintenance of putting greens, tees, fairways, roughs, bunkers, and associated support facilities. Minimum Qualifications — A degree in agronomy, horticulture, plant, soil sciences or equivalent knowledge is desired. Certified and/or licensed in pesticide usage. Knowledge of the game of golf. Working knowledge of the construction, establishment, and maintenance practices employed on golf course putting greens, tees, fairways, roughs, and bunkers. Working knowledge of the procedures for planting and culture of the turfgrasses used on golf courses; planting, cultivating, and pruning of ornamental plants, shrubs, and trees; proper use of fertilizers and soil conditioners; pest control methods and materials; drainage methods; watering practice and irrigation systems; and equipment operation, servicing, and repair. Ability to schedule and supervise work to achieve the most efficient utilization of employees and equipment. Working knowledge of light and heavy construction and maintenance equipment and automotive apparatus. Golf Course Mechanic The Golf Course Mechanic is responsible for servicing and repairing maintenance and construction equipment and participates in the operation and maintenance of pumps, irrigation, and drainage systems. Minimum Qualifications — Ability to schedule and supervise work to achieve the most efficient utilization of employees and equipment. Working knowledge of light and heavy construction and maintenance equipment and automotive apparatus. Skill in the use of a wide variety of equipment repair tools and in the making of various types of mechanical repairs. Knowledge of the theory, care, and operation of internal combustion engines and of mowers. Golf Course Courseworkers The Golf Course Courseworker operates powered equipment when mowing the golf course, putting greens, aprons, and tees. They maintain putting greens, tees, fairways, roughs, bunkers, driving ranges, and associated facilities. COURSECO Page 15 I Organizational Chart The organizational chart for the River View Golf Course is provided below. The organizational chart for the CourseCo Corporate Team is provided below. GdorgUWinLers RlexandriaLARache Di —to, of Agronomy Oin—lar cf Sa" and Markrrin; Gary Ingrarm Fairview Weddings dr EVc Ls DlrCctOr of Enwirormental Man, gomcnt I Sydney M anning DigiSsL MarkcSing Superui sor Bonnie Linn Olgltal MarketingGrwrd4nawr I MayA Olesen W eddinR.Salvs Mrninhuatar } Jake Hedington ■egioew ioutnameni SaLCs Dltctidt S■oior OAerationsM.Anogors Lance lwaoaka, Sean SilMil, Aaron Henslay, lance Fong, 5cat1 Siellri"d, Adam Pohl, Mau Penalldgtde, IGtvin Nie55rtCr I General Managers Heather Wallace Office Ad ministrator Kathi Cortes Payroll Ad ministrarar Roger Slocum ■ Ray Bruhn Tori CoAtc5 ■ Greg CLark ■ ha{2 M Olrllkd� ■ Gartl'74n S`iOV74rrU bl _ Danlela Gu COURSECO Page 16 I Detailed Work Plan The following narrative describes the proposed approach and work plan at River View Golf Course for completing services as outlined in the Scope of Work. Golf Operations In our 36-year history, CourseCo has maintained that no two golf facilities are alike. Operating 46 courses, 38 of which are owned by public entities, we have never managed by company -wide directive. While CourseCo does have its standard policy and procedures that will be implemented for safety, financial control, and efficiency, the services, policies, operating structure, and marketing approach will be designed specifically for the River View Golf Course. CourseCo would not be in business today without our continued investment in our biggest asset — our people. We promote a culture where employees take great pride in creating an enjoyable experience for our guests each time they visit our courses. On the proven theory that we can teach skills and techniques; our hiring process is rigorous and is designed to weigh things like attitude and character more heavily than a certain specialized experience. All our employees are empowered to immediately correct any potential safety issues and are also given the appropriate latitude to ensure guest satisfaction. In our leaders, we look to those who place a premium on inspiring, motivating, and guiding employees to provide an uncompromising level of guest service and strong ties to the local community. Toward that end, CourseCo has assembled an unmatched management team comprised of veteran golf and hospitality industry professionals, as well as some "home grown" talent which rises in the company. The facilities at the River View Golf Course offer a great community asset for a range of abilities of golfers and allow the opportunity to create new golfers with robust and attractive events and programs, all in a beautiful urban setting. Our senior management works closely with on -site staff and is intimately involved with each property and the decisions that align with the needs of the property, the nature of community service, and the objectives of the client. Throughout the rest of the response in this section, you will see details of how we will approach: • Daily operations and customer service • Tee time scheduling and management • Rental of golf clubs and pull carts • Individual and group lessons for all demographics, ages, and skill levels • Organization and execution of tournaments and group events • Management and maintenance of the driving range and practice facilities The Tee Sheet Green River Golf Course The tee sheet acts as the "command center" for the business. All data collection begins through the entering of customer information, play patterns and purchasing activity during every transaction of every day. At CourseCo, we have an integrated tee sheet system that allows for remote access and visibility by our Senior Executive Team, Senior Operations Manager and General Manager. There are no better means of finding out the real issues regarding play and performance than reviewing the actual Tee Sheet and the reports that can be generated. Below is our current approach to tee time management: • Work with the City staff on an approved fee structure • Daily review of tee sheet and future bookings by onsite team • Weekly email blasts targeting areas of opportunity with specials and offers COURSECO Page 17 I • Monthly analysis of play patterns • Annual Plan with specific target markets and play segments • Monthly Marketing Document (Forward 60) with specific short-term marketing objectives • Staff training and measurement of data collection Revenue Management In the golf industry today, many operators boast about "yield management" and "dynamic pricing" all to make their systems seem exotic and complex. When outlined in simple terms, Revenue Management is selling to the right customer at the right time for the right price on the right channel. However, some of the reporting and KPIs can get a little confusing. At CourseCo, we understand how all this works together so that we can make effective and impactful decisions. Collecting the data to understand the individual guest level is the first step. Performance Data Collection and Use — Collecting information (data) about the performance of the Course allows an understanding of trends and is one of the most important functions a thriving business must prioritize. The more you understand your customer and their buying habits, the more detailed and focused you can be when designing services and products specific to their needs. In simple terms: Better Data = Better Decisions = Better Results. The information you gather about your customers will supply you with the knowledge to develop solid and sustainable business decisions. When most people hear the term "data collection," they immediately think "e- mails." While collecting names and a -mails is one of the basic tasks required, it only scratches the surface as to what is possible and necessary to truly drive results. At CourseCo, we take advantage of technology to collect and analyze the data required to determine individual golfer characteristics and overall course performance. As you can imagine, we have several Key Performance Indicators (KPIs) that we use to celebrate successes and identify challenges that require a solution. • Quintile Report— Data capture and customer profile creation are key to determine an effective revenue strategy. Creating unique customer profiles for each guest, logging them as they check in for rounds, and driving a high data capture rate allows the club to track yearly spending by customer. This allows us to make informed decisions when determining programming and pricing. Quintile Report Golfer Name Email Addrass city Slate Zip counhy Rounds Re,venuo GFCF Spe,nd Quintile, 1 - Top 20% Total Golfers: 15M IL of Rfve,nuf: S6IM 13224 #818678.93 #486 03 Oulnille, 2 - Top 40% Toul Golfers: 1844 % of Rove,nue,: 213M 50 suiR1.66 41SE64 Ouirdlle, 3 - Tap 60% Total Golfers: 1854 % of Rovonua: 15.70r% 4450 62219UA6 si las8 Oulntile 4 - Top 90% Total Golfers: 1864 % of Revenue: 7.72% 3043 S124934.9E $87.39 QUIndle 5 - Tap 10W. Total Golfers: 1864 % of Revenue: OA4% 7153 S7063.00 6181 Toee1: 33353 $1619367.00 $174,69 COURSECO Page 18 I Rounds Mix Report - The Rounds Mix Report allows us to identify all rounds sold by individual type. It also allows us to determine an Average Daily Rate (ADR) for each type of round. Reviewing ADR data is one metric we use in comparing results from one time period to another. We consistently monitor tee sheets to ensure that the mix of our customer segments are positively affecting revenue. Zola 2019 2M 2010 29r9 2020' 2018 2019 XZ!: Rourds Rowrds RooldS R4nwus Rowe Fde� ADR ADR ADR 0101 . PON" 1 12. 164 10.299 20.908 171.490 154,732 328.Tr8 14.10 15,02 15.77 0104-Foot CW 2 lA*S 1.332 1,771 17,741 16093 19,59T 11.88 12.65 13.32 010d-Fod C,11TWMWWA 3 39 0 8 330 0 65 10.M 0.00 8.13 0104-WTOV-0,40 4 1%3 jT4 FA 6.4% 4.799 793 11,14 12.75 12,39 0113 - Disc CW 5 5" 395 314 6,82 5AN 4.N7 11.87 12.60 13.02 0113- Disc CW Tpomam•W 6 19 9 Ur5 306 11d Z7W 15.95 12.67 1.17 0203-Lc•0- 7 VM 7620 788 14,679 23,341 7.70E 861 891 578 0204 - Oudp Explorers 8 0 0 72 0 0 648 0.00 0.90 9.00 0205 - lmorrw 9 798 1-565 1 A21 2091 12.75d 19.540 3.62 8.1$ 18,75 0207-6- 10 4.916 4,360 4,342 5B,965 55,315 5653d 41.98 12.72 13.02 0210 • PLyere Mob 11 22,586 22.805 27,107 111.143 128.5d7 163.65d d.90 5.€d Cod D21a • ROp&W (0* FG) 12 Q. v 9 0 0 45 OA0 0.00 3.00 @13 - RaPby C. 0 13 164 116 56 4,1da 902 445 7A0 7.78 8.00 0313• 04rnp 14 2.008 775 2,732 210 213 50 0.10 0.27 0.02 0313-31dYer 15 251d 2665 2A61 2513U 29.541 29.346 9.04 1031 11." 0313 - Sp•dabr 16 257 215 86 $A35 1,075 430 5A0 5.00 5.00 0313 - Ydd1 W Ca, 17 0 0 469 0 0 2Z5 OAO 0.00 $.40 0d01 - Fro Toe 16 0 72 847 0 635 4A85 0.00 8,83 S. 7otds 49.951 47.792 453.20t 41&485 433.852 6.3E 478 0.36 9.8E 10.09 z e zo19 .o-a: 201♦i x*� • Pricing - Optimal pricing can be developed by using Occupancy to determine the Revenue per Available Round (RevPAR) for each hour of each day. The Occupancy Rate is the percentage of rounds played out of Available Inventory (as determined by weather and tee time intervals). RevPAR is the ADR multiplied by the Occupancy Rate. ADR and Occupancy are stand-alone metrics providing a limited view of performance. On the other hand, RevPAR delivers a far more comprehensive view as it incorporates both revenue and occupancy. While ADR tells a piece of the story - RevPar is key to ensuring that we maximize revenue. Consolidated 2M 2019 2620 Potential Rounds 111,491 111.486 93,781 Available Rounds 97.856 97,866 82.277 Available % of Potential $7.8% 87.8% 87.7% Actual Rounds 49,951 47,792 63,281 GFJCF Revenue 418,485 433.852 638,484 ADR 8.36 9.08 19.99 Occupancy 51.0% 48.8% 76.9% Rev Par 4-28 4.43 7.76 Golf Instruction Other than the mention of Instruction on the website, there is no mention of qualified instructors to promote the game and develop new customers to the course. CourseCo's requirements for our instructors vary but include a minimum amount of experience (typically two years), as an instructor, preferably LPGA or PGA of America members or apprentices, and a focus on providing both male and female instructors for our clientele. In many golf operations, instruction is an area that is neglected due to the apparent lack of potential profit. However, it is CourseCo's belief that not only can instruction directly contribute to the bottom line, but it also has a very large residual impact on other revenue centers. Our Instruction Programs are built through e- marketing efforts with detailed information on the course website, online sign-ups for clinics and classes, and instruction information via email communications. In addition, efforts will be expanded to partner with the COURSECO Page 19 I Parks and Recreation Department, local schools and local business. Free clinics to engage the interest, particularly of smaller golf cohorts, will be part of the strategy. Player Development We intend to construct and deliver player development programs at River View Golf Course to meet the learning needs of men, women, seniors, juniors, beginners, avid players, low handicappers and those with disadvantages and special needs. As a pioneer in this area, we are laser -focused — in fun, non -threatening and affordable ways — to introduce new players to the game. CourseCo also encourages those on a golf hiatus to return, and others to play more frequently by scoring better. While some of our programs focus only on golf, we also have many that are low key and promote the social aspect of the game, rather than just a competitive curriculum. The following is a list of some of the types of Instruction and Player Development Programs we offer at other courses that we manage: • Spring and Summer Junior Camps • Adult Beginner Golf Series • Adult Intermediate Golf Series • Weekend Clinics • Adult Clinics • Guided On -Course Play • Expedition Golf Adult Academy • Team Supervised Practice • Twilight Leagues • Home Clubs — Youth, Senior, Ladies and Men's Clubs Junior Programming Summer Junior Clinic Pacific Grove Golf Links CourseCo has long been committed to robust junior programs at all our facilities. The number of junior programs we have hosted over the years at all our courses is too numerous to list. However, a few highlights of past and current junior programming include: • In House Junior Camps — Spring and Summer sessions • Wee Swingers (ages 5-8) o Junior Swingers (ages 9-13) o Junior Play Dates • End of Summer Bash • Instructors will visit local schools to introduce the game of golf and provide beginning level instruction. • PGA Junior League - a competitive junior golf program with a "team" approach that has been very successful at many courses nationwide. This will be done in conjunction with the PGA of America. • CourseCo has also implemented and hosted several non-traditional ways to introduce kids to the game of golf. By providing fun -filled, low-pressure ways to get a club in a child's hand for the first time we can eliminate the fear of hitting a golf ball. These events include our Family Fun Night, Great American Camp Out, and an annual Easter Egg Hunt. • SNAG Golf at local schools - Our teaching professionals leave the golf course and bring golf learning equipment to the local elementary schools to introduce the game of golf to young students, with an offer of reduced pricing on lessons and play at the golf course. COURSECO Page 20 I The First Tee Our partnerships with "grow the game" initiatives and instructional programs are real, proven, and continue to stand the test of time. We have established several strong partnerships with the First Tee and these relationships continue to inspire passion and love for golf in young people. This is a rich area of endeavor for CourseCo, and a full chronicle of our efforts and success in this regard would exceed the scope and purpose of this proposal. We have had the opportunity to manage facilities in communities of high ethnic diversity (for example, Oakland, San Jose and Fresno, California), and we have leveraged those opportunities aggressively. In addition to less formal programs to fill every niche that has potential, CourseCo was instrumental in founding successful chapters of The First Tee in each of those cities. Further, five CourseCo managers plus our COO serve on local Chapter Boards of The First Tee in their respective communities. Tournament Operations Successfully run golf events not only produce high per -round revenues and loyal group business, but they also create a ripple effect generating new customers. The onsite team has expectations that include making outbound sales calls, networking in the local community, using the Pipeline 360 Customer Relationship Management (CRM) tool and participating in weekly sales meetings that measure and log results. Through our recent investment in golf -specific marketing and customer relationship management technologies, we are at the leading edge of the golf industry in our ability to reach new prospects, rebook existing events, collect customer feedback, track outbound sales and marketing efforts, and most importantly, to understand the booking patterns of our golf outings. With a disciplined and focused strategy, CourseCo's property portfolio has experienced an increase in tournament business overall during the past few years, despite a general period of industry decline. Potential golf outing groups include: • Past tournament groups • Regional golf clubs • Regional businesses • Public employee groups • Regional charities and service clubs • State associations Specific marketing avenues to drive tournament sales: • Outbound sales calls — telephonically or in person • Networking with event planners, associations, local organizations • E-blasts CourseCo Championship Tournament Palouse Ridge Golf Club • Direct mailings to identified groups • Promotional offerings to event coordinators • Personal calls following up on all contacts to collect feedback post event • Rebooking campaigns • One-on-one marketing to larger local employers for the purpose of developing after work leagues • Utilizing regional professional and business lists COURSECO Page 21 I Developing marketing materials for distribution: • Brochures and mailers • Email visual messages • Posters, flyers, and photos • Active use of website for direct promotion Our strategies will include: • Pipeline 360 — a golf specific CRM (customer relationship management) a software used at all our facilities with a robust tournament schedule. • Director of Sales and Marketing — will oversee the sales efforts through scheduled sales calls with the onsite staff. • Sales Training— providing sales training programs for all of our properties • Structured Sales Programs — custom designed sales programs that go well beyond marketing for properties with outbound sales needs. If CourseCo is chosen to operate the River View Golf Course, these resources will be applied immediately at the course level to quickly boost revenue. The outside event customer is the highest spending golfer at any golf course. While it is always necessary to balance the scheduling of such events in order to not displace regular customers, a disciplined and strategic tournament sales approach can provide significant additional revenue. We see great opportunity in becoming a value round of golf, combined with a great overall experience at the facility, to the many residents of communities within our greater market area. Our sales tools, support and techniques will give us a significant advantage in growing the tournament business. Driving Range and Practice Facilities The driving range and practice facilities at River View Golf Course are in need of improvement to compete with public access golf courses in the area. The range landing area is all dirt, including the target greens, and an upgrade such as TopTracer would go a long way to make it a very desirable practice facility for players of all ages and abilities. We will look at the potential to modify the current programing specifically targeting increased use of the practice facilities during the times in which the range has low utilization. Our experience with similar programs have been tremendously successful at other CourseCo Properties. They are designed for golfers that are looking to join a low monthly fee program for increased value and reduced afternoon rounds of golf, which in turn increases traffic for our food and beverage operations as well as the Pro Shop. We anticipate that this will bring in significant range revenue and result in more golfers considering us their "home" golf course. We utilize top quality range balls at our facilities which are changed out on a regular basis to ensure a quality product, and the balls are washed daily. We also feel it is important to supply chairs, bag stands, and club cleaners for additional customer satisfaction. These additions add an upscale, relaxed feel to the facility, therefore extending the length and frequency of our customers' practice sessions at the property. Our Outside Services staff has the responsibility of policing the tee area and will remove empty buckets and trash to help keep the area fresh for each customer. The overall operation of the range, including picking and purchasing of equipment and supplies, will be overseen by the Golf Operations Manager. A regular schedule for picking by cart and range staff will be established and adjusted based on business demand and hours of daylight. Purchasing will be handled through one of several national vendors and will take advantage of CourseCo's buying power. COURSECO Page 22 I Pace of Play Program CourseCo has a comprehensive Player Assistants program at all our facilities. The Player Assistants staff are trained to assist players with the Pace of Play, course rules and policies, and handling emergency situations. All Player Assistants are equipped with two-way radios or cell phones for constant communication with the golf shop, as well as first aid kits for minor injuries. CourseCo has developed policies and procedures in conjunction with the individual nuances of each facility on Pace of Play, other duties, and responsibilities of the Player Assistant Staff. Some of the additional duties performed are replacement of course markings (hazard stakes, OB stakes, etc.) and on -course trash collection. Golf Club and Push Cart Rentals Rentals for both push carts and golf clubs will be readily available for rent. Both right and left handed sets of golf clubs, in both ladies and men's specifications, and of a well-known brand, will be available for rental for our customers in need of clubs. The rental push carts will be of high quality, typically from either Sun Mountain of Clicgear. Both clubs and push carts will be cleaned after each use and replaced on a periodic basis to keep them in excellent condition. Food, Beverage and Catering With all our restaurant operations, CourseCo seeks to target a theme to give the property a local identity and distinctive quality that makes it an attractive, fun, clean and comfortable environment for lunch, dinner or just relaxing after a round of golf. Menu Development At CourseCo we realize menu development is a strategic process that shapes a restaurant's identity, drives profitability, and enhances customer experience. We follow a process that involves the careful planning, creation, and refinement of food and beverage offerings based on several key factors: • Concept and Brand Alignment —The menu must reflect the restaurant's theme, target market, and dining style (e.g., fine dining, casual, fast food). Consistency in food items, language, and pricing supports a cohesive brand image. • Market Research — Understanding customer preferences, dietary trends, and competitors helps identify what items are likely to be successful and differentiates the restaurant. • Costing and Pricing — Each menu item should be costed accurately to ensure profitability. We consider food cost percentage, labor, and overhead while also setting competitive, value -based pricing. • Kitchen Capabilities —The menu must match the skill level of kitchen staff and the equipment available. Efficient execution and consistency are crucial for customer satisfaction and cost control. • Menu Design and Layout — Visual design affects customer choices. Strategic placement (menu engineering), clear descriptions, and logical categorization can influence sales and improve usability. • Seasonal and Local Sourcing — Incorporating seasonal ingredients and local products can reduce costs, improve freshness, and appeal to environmentally conscious diners. • Testing and Feedback — Pilot testing new items and gathering customer/staff feedback helps fine-tune COURSECO Page 23 I offerings before a full rollout. • Continuous Evaluation — Menus should be reviewed regularly based on sales data, food trends, and customer feedback to keep the offering relevant and profitable. Cleanliness Standards for Food and Beverage Maintaining cleanliness is essential for food safety, customer satisfaction, and legal compliance. CourseCo uses the following standards and guidelines in our food and beverage operations: Personal Hygiene — All staff must wash hands thoroughly and frequently, especially after using the restroom, handling raw food, or cleaning. • Wear clean uniforms or aprons, and hair restraints (caps or nets). • No eating, drinking, smoking, or chewing gum in food prep areas. • Staff illness is a serious food safety risk. Managers have clear policies for reporting and excluding ill workers from handling food or working altogether. Food Handling & Storage — Store raw and cooked foods separately to prevent cross -contamination. • Use proper containers with lids and label them with dates. o Maintain proper temperatures: • Cold foods at or below 40°F (4°C) ■ Hot foods at or above 140OF (60°C) o Rotate stock using FIFO (First In, First Out). • Equipment & Surfaces o Clean and sanitize all food contact surfaces (cutting boards, utensils, counters) before and after each use. • Use food -safe sanitizers and follow the correct dilution and contact times. • Equipment like grills, fryers, and refrigerators will be deep cleaned regularly. • Dining and Serving Areas • Tables, chairs, menus, and condiment holders must be cleaned and sanitized regularly. • Trash bins should be emptied frequently and kept covered. • Floors should be swept and mopped daily, and spills cleaned immediately to avoid slips and pest attraction. • Pest Control o No signs of pests (insects, rodents). • Keep doors sealed, food covered, and dispose of waste properly. • Regular inspections and, if needed, professional pest control services. • Compliance & Documentation • Follow local health department regulations. • Maintain cleaning schedules and logs. • Train all staff on food safety and hygiene procedures (often part of a food handler certification). Purchasing In addition to our national accounts, CourseCo also leverages purchasing through memberships in both ClubBuy and ClubProcure. Both of these organizations have hundreds of supplier and distributor partners who offer members volume discounts, improved terms, cash rebates and other incentives for all areas of COURSECO Page 24 I operations. This partnership helps CourseCo realize additional economies of scale and pass the savings along to our clients. Staffing and Managing Events CourseCo has established the following guidelines for event staffing and management: Staffing Roles • Food and Beverage Manager ■ Oversees planning, execution, and client communication • Servers ■ Trained for buffet or plated service • Bartenders • Handle alcohol service; check IDs; follow ABC rules • Cooks & Prep Staff • Prepare and plate banquet meals • Dishwashers/Utility Staff ■ Handle high -volume cleanup • Hosts/Greeters ■ Welcome and direct guests Pre -Event Procedures • Meet with client and confirm: ■ Guest count, menu, dietary needs, timeline ■ Contract, deposit, and cancellation policy • Finalize menu and service style (plated, buffet, etc.) • Create event timeline (arrival, meal, speeches, etc.) • Schedule staff with clear roles and shift times • Set up: • Tables, chairs, linens, decor, serving stations • Hold pre -shift meeting: ■ Review roles, timeline, VIPs, allergy alerts • Walkthrough with team to check setup • During the Event o Greeting guests at entrance • Serve food according to schedule • Monitor bar/alcohol service for safety & compliance • Adjust pacing as needed for speeches or delays Post -Event Procedures • Break down tables and stations • Sanitize all areas and equipment • Inventory leftovers, damage, or missing items • Send thank -you and feedback request to client • Hold staff debrief on performance and lessons learned • Best Practices o Use BEOs (Banquet Event Orders) for clear communication o Train staff on etiquette, service timing, and guest interaction COURSECO Page 25 I • Have emergency protocols and backup supplies • Always do a client walkthrough before event day • Keep printed checklists for setup, service, and cleanup In terms of marketing, developing a robust food and beverage related activities calendar that attracts residents to the course to dine is critical. The calendar should align with golf events or instruction and could promote such activities as: Whiskey Tastings, Microbrew Festivals, Themed Events, Pasta Festivals, Cigar Events, Brunches, and Sporting Events among others. Additional revenue can also be generated from creatively marketing on -course specials, barbeques at the turn, and grab -and -go box lunches. On course food and beverage cart service will be available daily, weather permitting. We would also extend our services to our local communities by providing Friday "Date Night" dinners after hours in our cafe in the fall and spring. Summer months will be served outside on our patio with live jazz music. In addition to these plans, we would establish a robust calendar of events, most of which include food and beverage components. River View Golf Course, like many older facilities, is limited by the infrastructure of the Food & Beverage facilities. At many of our locations, instead of dwelling on our limitations such as "lack of banquet space" or "limited kitchen facilities," we have taken advantage of what we do have and have been creative in working within what is available. Under our management, we would analyze and formulate a plan similar to what we have done at some of these facilities. This would include a number of upgrades and remodeling as funds become available: • Fresh paint • New tables • New Chairs • Updated lighting • New flat screen televisions • Bar and Pub style seating with six beers on tap • Outdoor Patio remodel to include lounge furniture and shade • Outdoor catering improvements including granite buffet tables and shade screens over scoreboards • New custom-built bar for Catering Area These improvements, along with our innovative approach to non -golf events, will provide for steady performance in Food & Beverage revenue in years to come. Pro Shop Retail Our Methodology Merchandise sales have the potential to be a solid revenue center for all public golf courses. The current operator's retail sales are far below the national revenue per round average for a municipal golf course, and far below CourseCo's average at our managed courses. The key to success in this area is the appropriate and strategic inventory management practices that mirror periods of high traffic demand and slower periods. Setting the right price is a crucial step in achieving retail merchandise profitability. Once we have a clear understanding of our product cost, we typically set initial pricing to achieve predetermined margins. The mark-up covers our cost and profit margin, considering competitor pricing and industry standards. We also seek to implement a multitude of more innovative pricing strategies and discounting tactics when they make sense, for example: -it _Amg Pro Shop Display Foxtail Golf Club, Rohnert Park CA COURSECO I Page 26 Knowing Your Market - analysis of the demographic of our clientele and their needs, wants, and price points that are attractive. Loss Leaders — certain products may be priced at cost in the hope golfers will purchase other products at higher margins during their visit to the course, such as pricing a sleeve of golf balls at cost to attract golfers to a demo day where they might buy a set of clubs. Discount Pricing — if products become "stale" or inventory levels are not in alignment with the buying plan, price reductions are implemented in order to increase inventory turn rates. CourseCo utilizes several discount tactics including coupons, rebates, seasonal pricing, and other promotional markdowns. Increasing merchandise sales is challenging for all operators. Despite these challenges, CourseCo has experienced significant success at many of our facilities. We will bring an amalgamation of these approaches to the retail sales at River View Golf Course. • Home Clubs Merchandise Sales — leveraging CourseCo's relationship with merchandise vendors, we will host trunk shows and demo days where our Home Club members and regulars receive exclusive access to new clothing and equipment at excellent pricing. • Focused Tournament Sales Efforts — an increase in merchandise sales can be realized by adding tournament players and "upselling" merchandise packages to tournament groups. • Holiday Packaging — selling gift packs at Christmas, Mother's Day and Father's Day which include merchandise, rounds of golf and lessons can boost revenue in multiple categories. These packages would be available at the golf course pro shop and through the e-store.... We have been successful by developing customized merchandising plans and 4 . ■ approaches that match the demographic of our customer base at that specific facility. f I Two excellent examples of this are Mather Golf Course and Ancil Hoffman Golf Course in Sacramento, CA. These two courses are both owned by the County of Sacramento and have been managed by CourseCo since the 1990's. At Mather Golf Course, we have a customer base that is value oriented, and we have successfully used the approach of leveraging our relationships with our vendors to receive discounted product which allows us to provide price points that are value minded and extremely attractive to that facility's clientele. Mather has consistently achieved annual gross merchandise sales of more than $400,000 for the last decade. At Ancil Hoffman Golf Course, we have a customer base that is more brand oriented, so our merchandising plan there includes more of the top brand names in golf. Our annual merchandise sales at Ancil Hoffman have consistently exceeded $425,000 over the last decade as well. Both Ancil Hofman and Mather host approximately the same number of rounds played annually as River View Golf Course, and have a similar amount of retail space in the golf shops. According to the financial information provided, Pro Shop sales have been less than $150,000 the last two years. CourseCo would implement a customized merchandising plan for River View Golf Course, which would maximize the opportunities based on the customer demographics at the facility to increase sales. In all cases, we leverage our purchasing power through our preferred account status with many national vendors including Titleist, TaylorMade, Travis Mathew, and Callaway. COURSECO Page 27 I Custom Club Fitting At many of our courses we offer custom club fitting using the latest in technology such as FlightScope and Trackman launch monitors. This technology is paired with club fitting carts that are supplied by various major club manufacturers that we do business with at our other facilities. All fittings are performed outdoors to see true ball flight and feel turf interaction. The fittings are done by our trained staff, or in many cases by the manufacturers' representatives who make regularly scheduled fitting sessions at the courses, which are available to all our guests. The typical session starts with an evaluation of our client's current equipment (loft, lie, length, shaft frequency, and swing weight). During this time, the player will be able to warm up with their current equipment. When the fitting begins, we will have the player hit a series of shots to gather data on the launch monitor and determine baselines for the player's swing and tendencies. At this time, the player will then test numerous shaft and head combinations until the proper fit and set make-up is met. Measurements for club length, lie angle, grip size and weight will also be taken. Upon completion of the fitting, the player receives a detailed analysis of the fitted equipment along with a price breakdown for the custom build. Since everything we do at a Performance Fitting is 100% custom, pricing is done based on each individual manufactured component (head, shaft, and grip). Purchasing the fitted equipment is coordinated through the player's personal club fitter and all clubs are custom built to spec by OEMs and will typically arrive in 2-10 days. This also lowers Pro Shop inventory levels significantly as very few sets of clubs or individual metals need to be stocked because they are all special ordered. This will be a great service to offer at the River View Golf Course. Golf Cart Fleet Operations CourseCo will oversee a cart fleet and ensure that a trained staff performs daily maintenance, cleaning, proper charging, storage, and rotation. The carts must be a positive extension of the overall operation. They should show little or no wear and be in good operating condition. CourseCo typically leases the carts on a 48-month term to ensure a quality product in good working condition. This also allows for the carts to be under manufacturer's warranty and significantly reduces maintenance costs. The routine maintenance schedule is as follows: Daily / Before Each Use • Check battery charge level • Check tire pressure and overall tire condition • Inspect for any visible damage, leaks, or loose parts • Ensure brake pedal and accelerator operate smoothly • Wash down the cart: body, undercarriage, and floor mats • Weekly • Clean battery terminals and check for corrosion • Check electrolyte levels • Top off with distilled water if needed • Inspect battery hold-downs and cables for tightness Monthly • Inspect brake system: check brake pedal free play, and inspect cables • Lubricate suspension pivot points and steering components • Check battery voltage and specific gravity (for lead -acid) • Inspect charger operation and cord condition COURSECO Page 28 I • Quarterly (Every 3 Months) • Rotate tires if needed • Check wheel alignment and inspect for uneven tire wear • Clean motor and controller area to prevent dust buildup • Check all electrical connections for tightness and corrosion Annually / Every 200-300 Hours • Full inspection of chassis and frame for rust or cracks • Inspect and clean the motor brushes (if applicable) • Replace worn brake pads or cables • Check suspension components for wear or damage • Battery load test and capacity check • Update software or controller firmware (if equipped with programmable features) * Warranty work and major repairs will be completed by an authorized dealer of the cart manufacturer All electric carts will be equipped with tops, windshields and dual seed caddies will be maintained and available for our guests. They will be re -charged daily and cleaned following each round, carts will be queued with scorecards and pencils in place for easy access from the shop to the first and tenth tees. As is the predominant custom, cart rental will be separate from green fees, with the possible exception of some tournaments, so that there will be no "walking penalty". The maintenance of the carts will be performed by our in-house staff along with assistance from the manufacturer or their local support vendor. Golf Course and Facility Maintenance Plan The golf course will be consistently evaluated and measured as to the standards that are agreed upon between CourseCo and the City of Santa Ana. It is standard practice at CourseCo for the General Manager and Superintendent to tour and evaluate the course on a weekly basis to ensure standards are met or exceeded. Additionally, during visits by CourseCo senior staff the golf course is regularly evaluated related to the standards. If through one of these visits, or through communication with the Department, the standards are not being met, CourseCo will prepare a written response and plan to address any concerns and remedy the situation. Any service complaints will be addressed by the onsite general managers through direct communication. Putting Surfaces Our greens programs will encourage the health and optimum playing conditions of the putting surfaces. This will be targeted through a dedicated approach to cultural, irrigation, and fertility practices. Cultural The cultural program will be comprised of four primary components that will concentrate efforts on improving putting surfaces and have a harmonious relationship in their application: mowing, verticutting, topdressing and aerification. Mowing heights, patterns and frequencies will be adjusted seasonally in conjunction with the necessary cultural practices ensuring daily consistent putting surfaces. Verticutting will be a regular practice occurring as often as weekly in season to monthly during the winter months. Verticutting will be used to minimize thatch accumulation while consistently minimizing surface tension to encourage filtration rates. COURSECO Page 29 I Topdressing depth and frequencies will be determined by timing and frequency of mowing and verticutting. Light and frequent topdressing has similar benefits to verticutting with one additional attribute: improvement of the soil profile. Our goal in this plan is to top -dress on a monthly basis during the majority of the growing season and may occur as frequently as weekly. Our aerification strategy will be to target thatch removal and maintenance, reduce compaction, elevate surface tension, improve gas exchange, and modify the soil profile. Aerification will be practiced on a formal basis semi-annually with supplemental aerification throughout the season. Our spring aeration will be performed with a smaller tine that will minimize surface disruption while maximizing thatch removal, relief of winter compaction, and lowering surface tension. Throughout the growing season, we may implement supplemental aerification to certain greens and in most cases specific areas of certain greens to continue necessary improvements. These supplemental aerifications will occur prior to play with little to no disruption to golfers. Our fall aerification will conclude our aerification practices for the season. Irrigation Our irrigation practices will be monitored daily throughout the entire year, supporting deep rooting and continued gas exchange while minimizing the accumulation of unwanted salts at the surface. We will employee a deep and infrequent method of irrigation that will be supported by dedicated irrigators to hand water in between irrigation cycles. Fertility The fertility program will be geared toward the encouragement of warm season turf during the times of year these varieties are at their peak performance. The program will be dominated by foliar applications during the majority of the growing season with necessary granular amendments during aerification applications. Soil tests conducted every two years will guide our program. Greens will receive between 4-6 pounds of Nitrogen annually based on growth requirements. Additional amendments and nutrient input will be determined by soil tests and a detailed fertility plan will be developed accordingly. Tees, Fairways and Rough While the tee, fairway, and rough program will be similar in nature to the greens programming, several portions of the tee program differ. Tees will receive between 3-6 pounds of Nitrogen based solely on growing conditions. Par 3 tees will receive 1-2 more pounds of Nitrogen than the other tees to compensate for typical divot pressure and desired density. Rough surrounding the tee boxes in high traffic areas will also receive the same amount of Nitrogen (6-10 pounds annually) to maintain adequate turf density and growth on the Par 3 tees. Tee Cultural The cultural program will again be comprised of four primary components that will have a harmonious relationship in their application: mowing, verticutting, topdressing, and aerification. Mowing heights, patterns and frequencies will be adjusted seasonally in conjunction with the necessary cultural practices, ensuring daily consistent teeing surfaces. Verticutting will be used primarily to minimize thatch accumulation while minimizing surface tension to encourage percolation rates. Topdressing will occur weekly during divot repair and biannually during spring and fall aeration schedules. COURSECO Page 30 I Aerification strategy is based on thatch removal and maintenance, reducing compaction, elevating surface tension, improving gas exchange, and modifying the soil profile. Programs will occur biannually with supplemental aerification throughout the season. We perform supplemental aerification to tees and in most cases specific areas of certain tees, there is little disruption to play (when applicable, alternate tee locations will be used to accomplish this task). Tee Irrigation Our irrigation practices will be monitored daily throughout the entire year supporting deep rooting and continued gas exchange while minimizing the accumulation of unwanted salts at the surface. We will employ a deep and infrequent method of irrigation that will be supported by dedicated trained irrigators to hand water in between irrigation cycles. Tee Fertility The program will be dominated by foliar applications during most of the growing season with necessary granular amendments during aerification applications. Soil tests conducted every year will guide our program. Fairway Cultural Our cultural program will again be comprised of four primary components that will have a harmonious relationship in their application: mowing, verticutting, topdressing and aerification. Mowing heights, patterns and frequencies will be adjusted seasonally in conjunction with the necessary cultural practices ensuring daily consistent fairway surfaces. Verticutting will be a regular practice occurring as often as needed. Verticutting will be used primarily to minimize thatch accumulation while minimizing surface tension to encourage percolation rates at the surface. Topdressing will occur only during supplemental aeration in areas that need additional soil modification to improve the penetration of irrigation, reduce compaction and increase gas exchange. Aerification strategy is based on thatch removal and maintenance, reducing compaction, elevating surface tension, improving gas exchange, and modifying the soil profile to improve the overall root zone. Programs will be implemented on a formal basis biannually with supplemental aerification throughout the season. Performance of supplemental aerification to certain fairways and in most cases specific areas of certain fairways will improve turf coverage. These aerifications all occur prior to play with little to no disruption to golfers and no closures of the golf course. Solid tine or slicing shall be conducted on a monthly basis to particular areas in need of additional aeration until pulling a core becomes desirable. All efforts will be made to minimize customer impact. Fairway and Rough Irrigation Our irrigation practices will be monitored daily throughout the entire year and irrigation cycles adjusted accordingly. Our desire to water deeply and infrequently will again be executed on fairways but truly only be accomplished globally during the spring and fall. We will employ a version of the deep and infrequent strategy to fairways. As demands increase during the summer, we will irrigate the majority of the fairways and rough with using daily ET (evapotranspiration rates) requirements, as water supply allocations allow. We will use portable sprinklers from time to time to flush certain areas of fairways throughout the summer. Fairway and Rough Fertility The fertility program will be geared toward the encouragement of warm season turf during the times of year these varieties are at their peak performance. While the program will be dominated by regular foliar applications during most of the growing season, it will also have numerous granular applications throughout the entire year. The use of specific Nitrogen sources, as part of our fertilization program, will be applied in early spring and late in the fall to "extend the season." This will encourage additional nutrient uptake and storage during key times of the year. Soil test will guide our program. COURSECO Page 31 I Driving Range • Artificial Turf Tees • Sweep and clean debris daily. • Pick up empty ball baskets hourly. • Inspect for wear or damage weekly. • Replace worn mats as needed. • Ball Collection • Pick up range balls daily or as needed (based on usage). • Use protective netting and signage to prevent ball loss and protect staff. • Inspect and maintain ball picker equipment regularly. • Ball Washing and Dispensing • Clean range balls after each use. • Disinfect ball washers regularly to maintain hygiene. • Calibrate and clean vending machines or ball dispensers weekly. • Signage & Targets: • Maintain visible, clean yardage markers and flags. • Repaint yardage signs and distance markers as needed. • Putting Green Maintenance • Maintain golf course greens height mowing. • Daily mowing or rolling depending on traffic and conditions. • Repair ball marks multiple times per day. • Monitor speed and smoothness for consistency. • Top -dress lightly monthly or as needed. • Additional Practices • Aerify and verticut seasonally. • Control pests, weeds and disease proactively. General Facility Maintenance o Mats, Benches, Ball Baskets, Trash Bins: • Inspect and clean daily. ■ Replace worn or damaged items promptly. • Range Netting & Poles ■ Inspect monthly for damage or wear. ■ Tighten, repair or replace as needed. o Pathways and Lighting (if applicable): • Clean and sweep weekly. ■ Repair lighting, timers or bulbs as required. o Safety & Cleanliness: • Maintain a litter -free environment. • Ensure ADA-compliant access is clear and safe. ■ Post clear safety signage (e.g., for errant balls, cart zones and staff areas). Driving Range Foxtail Golf Club, Rohnert Park CA %,1®®� Driving Range San Jose Municipal Golf Course Well Maintained Cart Paths Anaconda Hills Golf Course COURSEC0 I Page 32 IPM Program Almost all CourseCo facilities utilize an IPM-CHAMP (Integrated Pest Management and IPM Chemical Application Management Plan) to govern our operations. Our approach reflects awareness that golf courses are large consumers of land and water and are, in essence, quasi -agricultural businesses that utilize chemicals. We understand that golf courses are not universally considered good for the environment and have been Otaa oFTIOs targets of criticism by legitimate environmental organizations and individuals. CourseCo is the recipient of the state of California's Governor's Environmental and Economic Leadership Award — Sustainable Practices, its "highest and most prestigious environmental award," and numerous other national and local honors. Twenty-three CourseCo-managed courses are fully certified Audubon Cooperative Sanctuaries. Our record, and the practices we have developed in building it, is greatly beneficial to our clients in negotiating and managing environmental regulations and issues. At the outset of CourseCo's operations at River View Golf Course, we will begin a relationship with Audubon International and gain momentum towards certification as a Cooperative Sanctuary. In addition, we will design and write an IPM-CHAMP program specifically for all of the courses. Golf Course and Grounds Maintenance Equipment Needs A detailed physical examination of all the current equipment, including the year manufactured and operating hours of each, will be necessary in developing an equipment replacement program. The exact equipment needs moving forward will be developed in a 5-year capital equipment plan, as the goals and expectations of maintenance and course conditions are finalized. Facility Maintenance Standards (excluding golf course) Jack's Grille Old Works Golf Course Building Maintenance • Structural & Interior • Inspect and repair walls, ceilings, and floors. • Check roofing for leaks or wear. • Maintain doors, windows, and locks. • Address HVAC system maintenance (filters, ducts, thermostats). • Ensure insulation and weatherproofing are intact. • Electrical & Lighting • Replace burned -out bulbs and faulty fixtures. • Inspect wiring and panel boards. • Test fire alarms, smoke detectors, and emergency lighting. • Plumbing • Fix leaking faucets, toilets, or pipes. • Ensure water heaters are operational. • Clean drains and prevent clogs. • Cleaning & Sanitation • Deep clean restrooms, kitchen, and common areas. • Schedule regular janitorial services. • Restock consumables (soap, paper towels, etc.). • Amenities Maintenance • Inspect and repair furniture and appliances. • Service audio/visual systems if used for events. COURSECO Page 33 I Parking Lot Maintenance • Surface & Structural Care • Seal cracks and potholes in asphalt or concrete. • Schedule sealcoating every few years to protect surfaces. • Paint/repaint lines and markings (spaces, curbs, arrows). • Lighting & Safety • Inspect and replace exterior lighting (pole lights, landscape lighting). • Ensure ADA compliance (ramps, designated spots). • Cleanliness & Drainage • Regularly sweep and remove debris. • Check storm drains and clear any blockages. • Pressure wash as needed. Landscaping Maintenance • Lawn & Plant Care • Mow grass weekly. • Prune shrubs and trees. • Weed control and mulching. • Fertilize and treat for pests/disease. • Irrigation • Inspect and adjust sprinkler systems. • Repair broken heads and ensure efficient coverage. • Schedule seasonal shutdown/startup if applicable. • Seasonal Enhancements • Plant seasonal flowers. • Leaf removal in fall. General Maintenance Oversight • Maintain a detailed maintenance log • Create a preventive maintenance schedule • Perform regular inspections (monthly/quarterly) • Conduct minor renovations as needed • Budget for routine, emergency, and capital improvements Timeline for Completing Services Chardonnay Golf Club The timeline for completing the services in the Scope of Work will be based upon the ultimate term of this agreement. If chosen as the successful bidder, the transition timeline will be customized based on the time available. CourseCo views the transition period from the incumbent operator to our management as an opportunity to lay the groundwork for a long and successful relationship. In our 37-year history, CourseCo has always believed that our relationships with our clients are crucial to the long-term success at the property and each of those relationships started with a well -planned and executed transition.The transition plan drafted for this project includes these primary areas: Plan Elements • Meet all key staff members and fully understand their roles with the golf operations • Respond to questions and have numerous discussions • Set an ongoing meeting schedule(s) that fits the City's needs • Develop report formats, systems, and protocols in response to City requirements • Seek suggestions for additional recommended meetings and introductions CourseCo Team Members • Michael Sharp • Tom Bugbee • Adam Pohl COURSECO Page 34 I 14Lyil'l eyt"l Plan Elements Our plan includes meeting with existing staff, early introduction of our company culture and giving each employee an opportunity to join our team. We strongly believe in retaining existing employees who are honest, effective and show a desire to be a part of an exciting future at the course. We do not believe in a "cleaning house" approach. Each employee that is hired by CourseCo will be given a 90-day introductory period. We will provide a list of positions to be potentially filled by existing employees.They can then prepare in advance and decide where they would best fit within our organization and apply accordingly.We will not limit anyone to only apply for the same position but rather encourage them to apply anywhere that they feel they can personally thrive and make meaningful contributions. We believe that candid and thorough communication with the current employees is a key to a seamless transition and the best way to avoid accelerating vacancies. The process will include: Distribution of handouts to all employees • "Who is CourseCo?" • "What does change mean to me?" • "What are the policies?" Working through City staff to distribute list of open positions Holding a job fair for current employees that will include: • Presentation by Michael Sharp and Tom Bugbee about our shared vision with the City o Open question and answer session • Two-way individual interviews for all interested employees CourseCo Team Members • Michael Sharp • Tom Bugbee • Adam Pohl • Sandy Marfin ESTABLISHING OPERATIONS Plan Elements Establishing operations involves everything from setting up accounts and transferring or acquiring licenses and permits to ordering initial supplies to fine-tuning operational plans and reiterating the plan continuously. While we have outlined throughout this proposal the standards and specifications that CourseCo uses in our golf operations, we know that every facility is unique. During the transition period CourseCo will work with all involved parties in fine-tuning and customizing the operational plan to ensure maximum effectiveness from the outset. The following will be included in this process: • Establish accounting and control practices and procedures • Meet with existing operators (with City approval) to plan communication and coordination of transition • Evaluate current operating systems • Assemble the Annual Plan for the first year of operations • Begin advance tournament sales • Set up vendor accounts • Place initial supply orders • Design and launch new course website COURSECO Page 35 I • Launch social media campaign • Launch marketing campaign • Take over operations CourseCo Team Members • Michael Sharp • Tom Bugbee • Lee Finkel • Adam Pohl • CourseCo's Digital Marketing Team CUSTOMER Plan Elements Nothing will do more for a smooth transition than understanding and connecting with the customer base. Some anxiety about new and unknown is normal. This should be dealt with openly, emphasizing accessibility of CourseCo senior managers and its president. It is imperative to connect with the core constituents. In the weeks leading up to the transfer of operations, CourseCo corporate staff members will schedule times to meet, talk and play golf with each of the home clubs and such other groups and individuals as will be helpful. In addition, CourseCo will schedule a town hall style meeting during which CourseCo will formally introduce itself to the golfing community, speak to the future, ask for support for programs, and get acclimated in an upbeat atmosphere. Coupled with CourseCo's philosophy of retaining the majority of existing staff members, this process will allow the transition to be seamless to the customer. CourseCo Team Members • Michael Sharp • Tom Bugbee • Lee Finkel • Adam Pohl CourseCo does not plan to use any subcontractors to fulfill the requirements in the Scope of Work. Outlined below is just some of the programing and training we use to ensure proper management of resources and customer service. MANAGING RESOURCES Establishing the Image and Vision We believe that in order to ensure standards are met it is important that everyone agrees on the appropriate quality level for the facility. Each golf course is unique in infrastructure, budget, location and market. Based on this uniqueness, quality cannot be a standard across an entire portfolio of courses but rather must be defined to ensure consistent delivery. Our service plans at the courses have consistently placed the properties among the leaders in guest service in our organization. We expect the customer service interactions to lead the daily fee industry and be comparable to other CourseCo managed properties in prestige and similar expectations. Consistent Guest Experiences Far too often employees are hired, given some basic training and then left on their own. CourseCo's philosophy is that while upfront training is crucial to setting employees up for success, the ongoing training is what ultimately produces excellence. Depending on the employee group and department, regular training is scheduled anywhere between monthly and quarterly. The pro shop staff has been trained in CourseCo's proprietary customer service philosophy as well as up -selling techniques and tee sheet management to capitalize on revenue opportunities. COURSECO Page 36 I Customer Service, SWEAT Training CourseCo has developed our proprietary approach to customer service (SWEAT), allowing for standardized expectations.Ta king inspiration from the hospitality industry and recognized leaders in guest service in other markets, we developed a simple way to provide direction and expectations for all staff members during every interaction with a guest. Our SWEAT program is outlined as follows: SMILE Greet each customer with a positive and upbeat attitude, wearing a smile. WELCOME Welcome each guest to the property, every time you meet them for the first time during that visit. ENTHUSIASM Have a sincere enthusiasm in interactions with our guests. ASK Engage our guests in conversation by asking them a question. All staff members should ask questions appropriate for their role. THANK Staff members are directed to thank our customers for their visit at the conclusion of their interaction. Training Program Once the standards are set the message must be delivered to the employees who will ultimately be responsible for delivering the service and product associated with the agreed upon standards. In addition to daily management of the delivery the following training schedule is our minimum commitment: • During the transition to CourseCo management, all existing employees will attend a half -day customer service training seminar conducted by our corporate team. • All new employees are provided a new employee orientation, conducted by the General Manager, their first day on the job. • General Managers receive manager level customer service training twice a year. The focus of this training is how they can better teach their employees to deliver CourseCo's proprietary customer service standard — SWEAT • Monthly staff meetings all dedicate time on SWEAT training. • Quarterly Staff Training Sessions by CourseCo's corporate team conducted onsite at the properties. • Performance Standard and Experience Measurement. Measurement of Customer Service We have found that even with great planning and training it is necessary to measure consistently the effectiveness of an operation. While the financial statements will tell part of the story, we use the following mechanisms to provide additional feedback to our corporate team, onsite management as well as our client: On -Line Guest Survey - Collected monthly, customer's direct feedback in several categories is monitored and reported. Secret Shopper — Conducted monthly during the peak season these professional assessments give real feedback to management on the quality of the course, cleanliness of the facility as well as measuring customer service against our SWEAT standards. GolfSat Survey — Conducted via the National Golf Foundation this survey is done ����� electronically once a year to measure how the courses are performing relative to _ prior year and relative to similar courses across the count. COURSECO Page 37 I MANAGER TRAINING Managers Meetings Twice per year, once in the Spring and once in the Fall, CourseCo holds three-day manager training sessions for all General Managers and Superintendents. These meetings include training by our corporate team members in the fields of their expertise along with training from outside industry experts. From reinforcing standards in areas such as payroll and safety, to refreshing customer services standards to exposure to new and innovative products and trends in the industry, it is these training sessions that allow our managers to be leaders within the industry. Weekly Conference Calls Each week our Senior Operating Managers conduct a weekly conference call for the General Managers in their region to provide ongoing training topics. These meetings ensure we are communicating and training our managers in real time. Training Modules Though our relationship with ADP we are able to offer all of our employees an extensive library of online training modules. Our VP of HR works with each manager on recommending modules that are relevant to their specific development plan as well as helping to recommend modules for other staff members at the properties. Safety Training Safety training is part of the onboarding process for every new employee. Our overall safety program includes four specific areas: • Equipment Training — All employees are trained on any piece of equipment they will be using and sign off on this training before they are allowed to use the equipment. • Monthly Safety Training — Each month the onsite managers select a safety topic from the CourseCo Safety Training Library, which is then provided to all employees that month. • Quarterly Safety Committee — Each golf course has a safety committee that meets once a quarter to review the entire property and then reports back to management on areas that are not meeting standards or possible areas for improvement. • Safety Audit — Every property receives annually an outside safety audit for both workers comp and general liability. The written report is provided both to the onsite team and executive team for review. COURSECO Page 38 I I COURSECO Fee Schedule/ Cost Proposal Prepared for City of Santa Ana I 74m, im-"m 1!1 Fee Schedule/Cost Proposal CourseCo is proposing a management agreement with a flat annual management fee plus yearly incentive. We believe that the relationship between a management company and a City is not simply a contractual agreement, but rather a partnership. The two sides must work collaboratively on establishing goals and working towards them. Understanding the City's desire to provide an exceptional golf experience, while producing the best possible financial results, we have designed a fee structure that will help achieve this goal. Our base fee proposal is based on the assumption of CourseCo being awarded full management of all areas of operation. Term As requested, our proposal is an initial five (5) year agreement, with two (2) optional five-year extensions. Base Fee (Full Operations) Year One ............................ Subsequent Years ............... .................. $95,000 .................. Increase by CPI Incentive Fee As part of our management fee proposal, we are proposing an incentive fee. In the spirit of the true partnership, we believe the agreement between a management company and a City should include an incentive fee that is based on the ability of the management company to improve the financial performance of the property. We propose that CourseCo receives: • 10% of revenues in excess of $3.9 million *Total incentive fee not to exceed 50% of base fee We believe it is important for the incentive fee to work equally well for client and management company and are open to negotiating this to ensure the needs of the client are met. The incentive fee is calculated and paid annually and would be limited such that the Incentive Fee could not exceed the percentage of the Total Fee (Base fee and Incentive Fee combined) allowable under IRS Revenue procedure 97-13. Fees for Off -Site Services Travel and Support All corporate travel and support is included in the base fee; there are no additional travel or support expenses. CourseCo will not charge the golf course for any costs associated with travel to the property by CourseCo's executive team or support from other CourseCo personnel. HR/Payroll Administration All Human Resource and Payroll administration is included in the base management fee. This includes oversite and coordination with our third -party payroll provider (ADP). The direct ADP fees including payroll taxes and workers compensation insurance are not included in the base management fee but are a direct cost to the property. COURSECO PageA-1 I Rebates and Discounts It is CourseCo's long standing policy that all rebates and discounts that are earned by the property are passed through 100% to the property. This includes all national accounts that CourseCo had negotiated on behalf of our properties. Accounting Accounting services will be performed at the CourseCo corporate offices in Petaluma, CA. These services will include Financial Reporting and Budgeting, Accounts Payable processing and the preparation and submittal of monthly Financial Statements. By accessing the resources of CourseCo's centralized financial reporting systems, we are able to more accurately and timely gather, report, and analyze revenue and expense data and do so at the lowest effective cost. CourseCo supports numerous public agencies with operational and capital project accounting and reporting and is accustomed to accommodating a range of public requirements and administrator preferences. The proposed fee for this service is $1,750 per month, to be adjusted annually by CPI beginning in year two. If it is determined that this function should be performed locally in Santa Ana, that accommodation can certainly be made, but it will likely cost considerably more. COURSECO PageA-2 I