20-3163 Golf Course Management Agreement with Cypress Golf Management, LLC

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City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurement@casselberry.org SG -2020-0643 Golf Course Management Services B. The CONTRACTOR shall ensure that all of its employees, agents, sub -contractors, representatives, volunteers, associates, fully comply with all of the terms and conditions set forth herein, when providing services to and for the CITY in accordance herewith. C. The CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, safety programs, and procedures necessary to properly and fully complete the work set forth in Exhibit "A" the Scope of Services. D. The CONTRACTOR shall maintain an adequate and competent staff and remain authorized to do business within the State of Florida. E. The CONTRACTOR is required to complete the Contractor Certification Regarding Scrutinized Companies attached hereto as Exhibit "B" upon execution by CONTRACTOR of this Agreement. SECTION 4 CENTRALIZED SERVICES CONTRACTOR may cause to be furnished to the Club certain services ("Centralized Services") which are able to be furnished in a more cost effective and efficient manner on a central or regional basis to golf facilities managed by CONTRACTOR. The costs to provide such services shall be aggregated and billed to the CITY by CONTRACTOR rather than via a third -party vendor. Centralized Services shall be approved as part of the Annual Budget and Program. CONTRACTOR represents that this reimbursement amount shall consist of an amount not exceeding the actual cost of the services without mark-up or profit to CONTRACTOR, including salary and employee benefit costs, cost of equipment used in performing such services, and overhead costs of the home office or any regional or other local office providing such services. SECTION 5 COMPENSATION AND PAYMENTS For providing the services hereunder, the CONTRACTOR agrees that the amount to be paid under this Agreement will be as follows: A. Base Management Fee. Contractor shall be paid a Base Management Fee (the "Base Management Fee") of $4,000 per month for the duration of the contract, inclusive of 3 -year extension periods. Owner expressly agrees that Consultant shall be entitled to cause monthly installments of the Base Management Fee to be paid to Consultant on the fifth day of each month directly from the Operating Account. B. Incentive Management Fee. In addition to the Base Management Fee, CONTRACTOR shall be entitled to earn an Incentive Management Fee for each Fiscal Year during the Term and any Extension Term. For Fiscal Year 20/21 and each fiscal year thereafter, CONTRACTOR shall receive an amount calculated as twenty-five percent (25%) of the positive Net Income less Depreciation. Net Income shall be based on operations within the CONTRACTOR's assigned span of control and be reported on annual financial statements prepared by CONTRACTOR to be reviewed and accepted by the CITY. CONTRACTOR must prepare annual financial statements using the full accrual basis of accounting. CITY will calculate Depreciation and provide amount of Depreciation to CONTRACTOR to be deducted from the financial statement Net Income for the purpose of calculating and invoicing the Incentive Management Fee. The Incentive Management Fee will be due and payable within thirty (30) days of the submittal of the year ending financial statement and Incentive Management Fee invoice, and the acceptance of same by the CITY (which acceptance will not be unreasonably withheld). Incentive Management Fees earned during the term shall be paid to CONTRACTOR from the Operating Account. PUR-F-405 9 10/2019