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HomeMy WebLinkAboutKings Way Contract Signed 12.13.22 with Sterling Golf ManagementIDENTITY OF LANDLORD IDENTITY OF TENANT ARTICLE 1- Granted Premises LEASE- AGREEMENT Golf Facility Operations Trustees of the Kings Way Trust u/d/t May 12,1987, filed with Barnstable County Registry, Document No. 433670 64 Kings Circuit Yarmouth Port, MA 02675 Sterling Golf Management, Inc. 212 Kenrick Street Newton, MA 02458 Landlord hereby leases to Tenant the land with building thereon known as Kings Way Golf Club, in Yarmouth Port, Massachusetts, and a legal description is attached hereto as Exhibit A. By this lease the Landlord is engaging the Tenant to operate and maintain a semi -private golf course as requested by the Landlord and then accepted and agreed to by the Landlord and Tenant in a Memorandum of Understanding on December 13th, 2022, and attached to this Lease in Exhibit E. ARTICLE 2- Quiet Enjoyment Provided Tenant is not Default, Tenant shall have peaceable and quiet enjoyment and possession of the Premises herein demised during the term hereof subject to the terms and conditions of this Lease. Landlord reserves the right to license the use of the locker rooms and adjacent training area for renovation and reuse for other purposes. Landlord also reserves the right to diminish lot #55 though property land sale north of Nottingham Drive. ARTICLE 3- Commencement of Term The Lease term shall commence on January 1, 2023 (which date is hereinafter referred to as the "Commencement Date" 1 and shall terminate on December 31, 2025, unless renewed as outlined in Article 4. ARTICLE 4- Lease Term The Tenant may renew this Lease for an additional 2 years upon negotiated terms and conditions effective, January 1, 2 02 6, except the parties agree that in a renewal term, the golf cart lease costs shall be the tenant's responsibility, along with a revenue share as defined in Base Rent section. The Tenant shall give written notice to the Landlord no later 1 21 than October 1, 2025 of their intention to renew, except the parties agree that in a renewal term, the golf cart lease costs shall he the Tenant's responsibility, Also, in a renewal term, there is an expected Revenue Share, defined as 25% of golf revenue that includes greens fees, membership fees, golf cart fees, rental clubs, over and above one million, one hundred thousand dollars ($1,100,000), which will be referred to as the Annual Golf Threshold, and shall be due to the Landlord on March 1st of the following year. Early Termination: This lease may be terminated by either party upon sixty (60) days written notice if the Lessee is unable to operate the golf course/club hereinafter provided for during any calendar year, during the term of this agreement. ARTICLE 5- Condition of the Premises. A. Landlord shall deliver to Tenant the Premises in as -is condition. Tenant acknowledges that Landlord has made no representations as to the condition of the Premises and that the Tenant has insuected the premises and is familiar with the same. B. The Tenant shall commit no waste and shall take diligent care of the Premise during the term of this lease. Tenant shall make all repairs occasioned by the misuse of the Premise. The Tenant shall also be responsible for all maintenance and repairs, in accordance with Exhibit B, occasioned by the ordinary and customary use of the Premise as a semi- private golf course and its related infrastructure and facilities. It shall be the responsibility of the Tenant to provide for the care and maintenance of the Premise, and to operate the Premise as a golf course to meet the Landlord's objectives as set forth in Article 7. All repairs shall comply with all applicable building codes and other legal requirements. The Tenant shall keep the Landlord informed of all repairs made other than those performed in the ordinary course of business. C. Golf Course: Lessee shall operate and maintain the golf course and associated facilities and equipment part of the Leased Premises in good and playable condition during the playing seasons customary on Cape Cod, subject to weather conditions, governmental requirements, maintenance needs and other factors, which may cause temporary suspensions of play. Lessee shall maintain the membership club affording the opportunity of membership to owners of residential units in the several condominiums a part of the planned unit development known as Kings Way, Yarmouth Port, MA ("Kings Way) and offer memberships to non-residents as provided for in applicable zoning decisions/permits/variances. Lessee shall also afford the opportunity of use of said golf course and related facilities to residents of Kings Way as provided in applicable zoning decisions/permits/variances, the terms of such usage to be established by Lessee, subject to the reasonable approval of Lessor. N 31 D. Club House: Lessee shall also operate and maintain a portion of the club house facilities part of the Leased Premises, including the so-called "Pro Shop," the bathrooms and locker rooms. E. Performance Standards: Lessor and Lessee will establish yearly performance goals in the following areas: SKILLS: Planning/Organizing/Managing. PLANS/ACTIONS: (1) Finances; (2) Human Resources; (3) Marketing; (4) Golf Club; Increase and retain membership; (5) Course Maintenance as described in Tenant's Strategic Plan, see Exhibit H. Lessee shall be required to maintain the golf course in accordance with operation and maintenance standards set forth in Exhibit B. ARTICLE 6- Use of Premises/Management Fee Premises: The Premises are an eighteen -hole, semi -private golf course known as the Kings Way Golf Club. The Tenant shall operate and maintain the Premises as a public access golf course to provide accessible recreational amenities to residents, visitors, and maintain and improve the Premises as a long-term physical asset of the Landlord and maintain and improve the financial viability of the Premises. The Tenant shall provide for all contingencies, including all labor and materials necessary to operate and maintain the Premises. The Tenant shall be an independent contractor and The Tenant's employees shall not be employees of the Landlord. Management Fee: The Landlord will pay to the Tenant the following amounts prorated into monthly payments due on the first day of the month. YEAR 1 (2023) - $185,000 YEAR 2 (2024) - $132,000 YEAR 3 (2025) - $108,000 ARTICLE 7- Specification for Golf Course Operations The Landlord desires that the Premises be operated and maintained consistent with the following goals and principles: The goal of these specifications is to obtain the highest quality services for Kings Way Golf Club, to return optimum funds to the Landlord, and to allow the Tenant to make sufficient profit to provide incentive for a continuing relationship, while maintaining and improving the quality of the Premises. Consistent with this goal and with the terms hereof the Tenant shall: 3 41Puige A. Provide an accessible recreational amenity to Kings Way Gaff Club members. P. Maintain and improve the Premises as a long-term physical asset for the Landlord; and C. Maintain and improve the financial viability of the Premises. Specifications: A. The Tenant shall perform such duties as are normally performed by a golf facility operations company on Cape Cod. These duties shall include management and operation of the golf operation, golf course and grounds maintenance, facility staffing, marketing, accounting and financial reporting, and periodic communication with Landlord consistent with quality semi- public access golf clubs. B. The Tenant shall inventory available furnishings, fixtures and equipment (FF&E) at the Premises and provide additional FF&E as Tenant deems necessary for appropriate operations, facility maintenance, and long-term operational viability. All golf course maintenance equipment, other equipment, fixtures, and course supplies that are located on or within the Premises at the Commencement Date shall be available for Tenant's use at no expense to Tenant during the Lease Term. See equipment located in Exhibit F. C. With the exception of capital improvements that need to be made as set forth in Exhibit G, Landlord is satisfied with the current condition of the Premises and golf course relative to its market positioning and the role it plays in the community. The Tenant shall continue or exceed the current environmentally conscious practices at the Premises. D. The Landlord will pay for all Capital Repairs, as required or as scheduled improvements are warranted on the golf course and buildings. Capital Repairs shall be major repairs or capital projects that cost above $3,000 and shall be clarified in more detail. Tenant will manage all golf course specific Capital Projects, at the option and request of the Landlord, (but not the buildings). Tenant will provide 3-year Capital Plans, updated annually, will research, collect proposals and report to KWT for all Capital Requests and approvals, and will execute and manage all projects. E. The Tenant is solely responsible for its own security and storage of items in the pro shop and at the Premises. The Landlord shall be held harmless from anv and all claims relative to all personal property in the golf pro shop and elsewhere on the Premises. F. The Tenant shall maintain its own bookkeeping system and departmental tracking (i.e., rounds by category, cart usage) relative to operations of the Premises. Landlord shall have the right to inspect such books, at reasonable times and frequency, with prior notice to the Tenant. 4 51Page G. The Tenant is responsible for any repairs in their areas of responsibilities, i.e., Pro Shop, Locker and Bathrooms, Golf Maintenance Building, On -course Bathrooms, Pump Houses. H. The Tenant is responsible for Fall and Spring Clean-ups, which includes leaf and debris removal from the golf course premises. Tenant cannot blow leaves and debris into Condo areas. I. There is a road called the Ancient Way, which runs through the golf course. The repair of washouts on the end of that road is the Tenant's responsibility. J. A representative of the Tenant shall attend the Kings Way Trust Board of Trustees meetings, monthly and the Kings Way Golf Advisory Committee meetings, as needed. K. The Tenant shall promote junior golf programs. L. The Landlord reserves the right to terminate this Lease forthwith at any time in the event of Tenant's continuing and uncured Default or violation, as further described in Article 13, by the Tenant of any of the provisions of this Lease or as otherwise provided herein. ARTICLE 8- Signs Lessee shall have the permission as approved by the Kings Way Trust Board to erect signs and flags on any pre -approved portion of the Premises but all signs visible from a public way are subject to the approval of the Kings Way Trust. ARTICLE 9- Liability Insurance The Tenant shall obtain and maintain during the Lease Term, at its cost and expense, the following minimum insurance coverage to cover any claims made from injuries, damage or theft, except as specifically limited in Article 14 Commercial General Liabilitv with not less than the following limits - General Aggregate $3,000,000.00 Personal and advertising -inquiry $1,000,000.00 Each Occurrence $1,000,000.00 Fire Damage $ 100,000.00 Medical Expense $ 2,500.00 Automobile Insurance covering all owned, leased and hired vehicles and non -ownership liability for not less than the following limits - Bodily Injury $1,000,000 per person 5 G1PagN Property Damage Fire Insurance will be provided by Landlord $1,000,000 per accident $ 500,000 per accident Pesticide Liability shall be provided separately, or as part of the General Liability Coverage, in an amount not less than $1,000,000. The Landlord and the Tenant shall be named as insured on all policies obtained by the Tenant and certificates of insurance shall be furnished to the Landlord. All policies shall be obtained from companies licensed to conduct business in the Commonwealth of Massachusetts. Companies providing insurance coverage shall be required to have nothing less than an "A" rating or better by any nationally recognized rating organization. The Tenant may insure all of its personal property and inventory of the Pro -Shop. ARTICLE 10-Utility Charges Landlord shall be responsible for utility charges as they become due and payable, including gas, electric, water, and wastewater treatment fees, with the exception of the electric charges for the following: A. Golf Cart charging station B. The Golf Maintenance building C. Two Irrigation Pump Houses All the aforementioned exceptions are metered separately. ARTICLE 11- Assignment and Subletting The Tenant rights and obligations under this Lease may be assigned to a wholly owned subsidiary corporation of the Tenant, which subsidiary corporation shall be qualified to do business in the Commonwealth of Massachusetts, and the assignment shall not relieve the Tenant of any obligations under this Lease to the Landlord or otherwise. The Tenant's rights and obligations may not be assigned to any other parties. Subletting or assignment shall not be permitted without the express written approval of the Landlord. ARTICLE 12- Governmental Regulations Tenant shall, at Tenant's sole cost and expense, comply with all of the requirements of all county, municipal, state, federal and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to its use of said Premises. ARTICLE 13- Default R 71Pag, Default of Tenant: Tenant shall not be held in Default of any term or provision of this Lease unless: a.) it shall have failed to pay any charges due hereunder within thirty (30) days of said payment being due. or it shall have failed to undertake and reasonably pursue, with due diligence and in good faith, a cure of any other such default within thirty (30) days after receipt of written notice from the Landlord. b.) it shall have failed to bond or discharge any petition in bankruptcy, execution on its property, or assignment for the benefit of creditors within ninety (90) days after receipt of notice thereof. In the event of such default, Landlord may declare the term of Lease terminated, enter into possession of said premises and sue for and recover all charges as they come due, or further, shall have all rights granted to it under the laws of the state in which the Premises are located including reimbursement for reasonable attorneys' fees. Default of Landlord: In the event of default of Landlord's obligations under this Lease, whereby the Landlord shall fail to perform terms wherein, and failed to undertake and reasonably pursue with due diligence and in good faith a cure of any such default; or to cure to the satisfaction of the Tenant any such failure within sixty -days (60) of the default, the Tenant shall then be required to provide the Landlord with written notice of default/failure. If thirty (30) days after written notice of default/failure from Tenant the Landlord has failed to cure the default to satisfaction of the Tenant, default shall be deemed to occur hereunder. The Tenant, at its option, may terminate the Agreement no earlier than sixty (60) days after issuance of written notice of termination to the Landlord and will only then cease operation and remove all of its possessions, inventory and eauinment as outlined. ARTICLE 14- Destruction of Premises In the event of damages to the Premises, rent and all occupancy charges shall not abate wholly or proportionately, as the case may be, unless the damages render impossible the operation of the Premises as a golf course in which case, the Landlord and Tenant may negotiate an appropriate abatement related to the Tenant's demonstrated losses. The Landlord agrees to promptly proceed to repair or rebuild the buildings and restore the Premises to its prior condition, provided, however, that the Landlord shall not be required to expend an amount of money in excess of insurance proceeds received without an appropriation from its governing body. ARTICLE 15- Access to Landlord Landlord or Landlord's agent shall have the right to enter the Premises at reasonable times to examine same, and to make at Landlord's expense, such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable, 7 8 1 P a g ;provided such entry or repairs shall not unreasonably interfere with Tenant's occupancy of or business in the Premises. ARTICLE 16- Force Majeure If either party shall be delayed or hindered in or prevented from the performance of any act required hereunder, including delivery of Tenant's Premises by Landlord as required in Article 3 hereof, by reason of strikes, lockouts, labor trouble, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of like nature not the fault of the party delayed, then performance of such act shall be excluded for the period of the delay and the period of the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Article shall operate to excuse the Tenant from the payment of rent, or additional rent or any other payments required by the terms of this Lease for the actual period of delay. ARTICLE 17- Rent Rent amount: Tenant covenants and agrees to pay a basic net rent ("Base rent") of ($1.00) tier year. Tenant shall provide all annual revenue statements to Landlord within 90 days of the calendar year's end. Tenant will provide auditors to review the internal controls and cash management practices at Kings Way Golf Club and shall provide monthly revenue statements to the Landlord. Monthly and annual financial reporting shall be in accordance with report forms shown in Exhibit C & D, which will include statistical information on golf rounds, by category, and golf cart rental use and related revenues and expenses. ARTICLE 18- Planning, Oversight, and Funding of Capital Improvement Projects and Capital Improvements Fee a.) When approved and funds appropriated or made available by the Landlord from Rent received or other sources, Capital Improvement Projects will be performed by the Tenant Prior to the start of the Capital Improvement Project, the parties shall execute a written agreement setting forth the methodology delivery, disbursement, and accounting of funds used by Tenant exclusively for Tenant's use in performing Capital Improvement Projects. b.) Tenant shall develop an annual plan for Capital Improvement Projects at the Premises on or before October 315C, each year. The annual plan will include estimated costs for materials, labor, design, engineering, installation, storage, procurement, bonding, permitting, and oversight for the Capital Improvement Projects for the current and immediately following year. It is contemplated that the primary elements of the annual plan during the Lease Term will include the Capital Improvement Projects as set forth below: 1 91Page 1.) Landlord shall provide Maintenance Equipment per the schedule. 2.) !Notwithstanding anything contained in Article 9, Landlord shall be responsible for any claims or damage caused by Landlord's employees, staff, or contractors while engaged in any Capital Improvement Projects. 3.) Tenant and Landlord will agree to the scope and timing of Capital Improvement Projects recommended in Tenant's annual plan within forty-five (45) days of December 315t each year. ARTICLE 19- Notices All notices required to be sent under the provisions of this Lease to Landlord and Tenant by one another shall be by both email and in writing and sent by U.S mail, certified. return receipt requested, to the addresses set forth on the first page of the Lease. To Landlord: Board of Trustees King's Way Trust 64 King's Circuit Yarmouth Port, MA 02675 With a copy to Landlord's Counsel; Law Offices of Bruce A. Bierhans, LLC 540 Main Street, Suite 17 Hyannis, MA 02601 To Tenant: Sterling Golf Management, Inc. 212 Kenrick Street Newton, MA 02458 Email - kosgood@sterlinggol£com ARTICLE 20- Emergency Landlord may, if an emergency shall exist, perform any obligation of Tenant hereunder for the account of Tenant after first notifying the Tenant of the same by r1 101Fage telephone or email of such emergency. In such event, Landlord shall request Tenant to reimburse Landlord for any expenditure by Landlord. ARTICLE 21- Successors and Assigns This Lease shall be binding upon and shall inure into the benefit of the parties hereto and their respective legal representatives, heirs, successors and assigns. ARTICLE 22- Fixed Equipment All fixed equipment that is permanently and structurally attached to the Premises by the Tenant shall be the property of the Landlord. All equipment that can be removed without damage or partial destruction to the adjacent area within or upon the Premises shall remain the property of Tenant and shall be removed by Tenant within thirty (30) days of cancellation. ARTICLE 23- Discrimination It is understood and agreed that it shall be a material breach of any contract resulting from this Lease for the Tenant to engage in any practice which shall violate any provision of Massachusetts General Laws, Ch.151B, relative to discrimination in hiring, discharge, compensation, or terms, conditions or privileges of employment because of race, color, religious creed, national origin, sex, handicap, age or ancestry. The Tenant agrees to comply with all applicable Federal and state statutes, rules and regulations prohibiting discrimination in employment including; Title VII of the Civil Rights Acts of 1964; the Age Discrimination in Employment Act of 1973; Massachusetts General Laws Chapter 151B Section 4(1) and all relevant administrative orders and executive orders. Tenant will use its best efforts to comply with terms of this Article at all times. ARTICLE 24- Superintendent's and Building/ Grounds Audit. Tenant may be required to undergo annual independent maintenance superintendent's and building/grounds audits at the discretion of Landlord. The cost of any Landlord requested audit shall be the sole responsibility of Landlord. Recommendations to the Tenant may be made from these audits for implementation in the following season. Responsiveness to these audits will be considered in the Lease extension. ARTICLE 25- Valued Employees Tenant will have complete control over hiring and retention of its employees at the premises. ARTICLE 26- Landlord Tenant Relations 10 111Page - _rant snail report directly to the Kings Way Property_ Manager. The Golf Advisory .�mmittee shall be established by the Board of Trustees to assist in setting and monitoring its operational and financial goals. Tenant shall meet regularly with the Golf Advisory Committee to review Landlord's objectives and to help develop annual coals. ARTICLE 27- Environmental Landlord represents to Tenant that, to the best of its knowledge based on dilieence it has performed and representations or warranties made by prior owner(s), and prior management company, of the Premises, no hazardous materials have been released into the environment, or have been deposited, spilled, discharged, placed or disposed of at or within the Premises in violation of any Environmental Law (as defined below), nor except as expressly disclosed and described by Landlord to Tenant has the Premises been used at any time by any person as a landfill or a disposal site for hazardous materials or for garbage, waste or refuse of any kind. Landlord also represents that there are no underground storage tanks of any nature on the Premises (fuel, propane, gas, etc.l. Landlord does not have any knowledge of asbestos -containing products within the Premises. Tenant shall not be responsible for anv pre-existine_ environmental conditions. For the purposes of this Lease, "Environmental Law" shall mean: All applicable Federal, State, county or local (or other political subdivision thereof) laws, statutes, codes, acts, ordinances, orders, rules regulations, directives, judgments, decrees, injunctions, directions, permits, licenses, authorizations, decisions and determinations issued, adopted or enacted by any judicial, legislative, regulatory, administrative or executive body of any governmental or quasi -governmental authority, department, branch, division, agency or entity exercising functions of or pertaining to any government having jurisdiction affecting the Premises, or any licenses and permits of any governmental authorities, from time to time applicable to the Premises or any part thereof regarding hazardous materials. ARTICLE 28- Indemnification It is the specific intent of the parties, as well as the intended spirit of this Lease Agreement, that Landlord grants Tenant full control and responsibility for the operations, maintenance, and specified improvements of the Granted Premises as herein set forth and, by reason thereof, for Tenant to assume all risk attendant to the operation of the Granted Premises. The indemnification is separate and apart from the insurance requirements contained herein and shall not be limited by any insurance provisions. It is therefore, specifically understood that Tenant shall indemnify, defend and hold harmless individually and jointly Landlord, its agents, officers, and employees, against any and all claims, demands, suits, judgments, costs, expenses asserted by a person or persons, actions in law or equity, liabilities, penalties or expenses based upon or arising out of damages or injuries to persons, (including death), property (including environmental conditions), or to the Granted Premises, arising out of the use or occupancy of the said Premises and/or caused by the exercise of the privileges herein granted by the Tenant, its employees, guests, patrons, invitees, contractors, and any or all others and supplier of 11 121Piige natenais and furnishers of services. in the use and occupancy of the Granted Premises by the Tenant. Provided, however, this indemnity by Tenant (including its memoers. omce:-. employees, and agents) hereunder shall not apply to or be of any force or effect witn respect to any and all claims, demands, suits, judgments, costs, expenses asserted by a person or persons, actions in law or equity, liabilities, penalties or expenses based upon or arising out of damages or injuries to persons, (including death), property (including environmental conditions), or to the Granted Premises, caused by Landlord. ARTICLE 29- Governing Laws This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, and the venue for any claim or action pertaining to this Agreement shall be in courts of competent jurisdiction in Barnstable County, Massachusetts. Should any action be brought elsewhere, costs including attorney fees incurred in accomplishing dismissal thereof shall be taxed against the party bringing such action. ARTICLE 30 - Partial Invalidity If any term of this lease, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Lease shall be valid and enforceable to the fullest extent permitted by law, except to the extent they would materially interfere with the Lessee's intended use of the Leased Premises. ARTICLE 31- Execution in Counterparts This Agreement may be executed in counterparts, and such counterparts shall be deemed one and the same instrument. [Remainder of Page Intentionally Left Blank - Signature Page Follows] IN WITNESS WHEREOF Landlord and Tenant. have sinned and sealed this lease this 13tf s day of December 202 2 12 131Pagc. eter Marinelli. Kings Way Trust Chairman: Bv: Kevin Osgood, President, Sterling Golf Management: EXHIBIT A: 13 141Page ;-egai Description of premises in contract, including map of the golf course and building floor plans. I� J. I� tom,... N 04.4� IJ I U�.r�t t Mst.nf11F 1lYt li I�inn�iA M titMY. v. tnw KINGSWAY COUNTRY CLUBHOUSE FALMOUTH. MASSACHUSETTS See Attached Exhibit A- "To the Kings Way Golf Course Lease' EXHIBIT B : 14 151 P a g Golf Course Performance Standards and Specifications. GOLF COURSE STANDARDS AND SPECIFICATIONS • GREENS 1 FRINGE AREAS greens snaci be maintained according to the most current maintenance standards to 1.'urnish a true and ,onsistent putting condition of live, virile grass. Such shall be accomplished by the periodic use of fertilizer to maintain continuous growth. Watering shall be carried out to keep a moist condition for effective growing conditions. Top dressing shall be applied to affect smoothness of surtace and proper growth conditions. Preventative insect and fungus control shall be used to maintain proper putting conditions. Hole locations shall be moved at least 5 times per week to avoid wear in season. Ball marks on all greens shall be repaired on a daily basis, weather permitting. Bare or damaged areas of the greens and fringes shall be repaired or regenerated immediately. The species of grass used to repair areas of greens and fringes shall be of similar species for each condition. • GREENS AND FRINGE MOWING The greens and fringes shall be maintained at a reasonably consistent height conducive to good Waving conditions. Weather permitting, greens shall be mowed before play begins and kept at a height not to exceed .l 35". Approach areas shall be maintained at a maximum height of .500". All greens shall be mown daily during May through October in a different direction than the previous mowing, weather permitting, Greens should be rolled on a regular basis. The greens mowing schedule may be modified to accommodate rolling. The greens should be verti-cut bi-annually or as needed to minimize thatching and grain within the greens. GREENS AND FRINGE AERIFICATION AND OVERSEEDING Conventional hollow -core / solid tine aerification shall be carried out semi-annually, once in spring and once in late summer/early fall. on the greens, including practice greens, fringe areas and approach areas. After aerification, the greens, fringes and approaches shall be cleaned, top dressed, and brushed immediately to completely fill the aerification holes. All aerification and over seeding shall be scheduled to minimize impact on daily play. Certified bent grass seed shall be broadcast at the rate of I lb./1,000 S.F. at the time of aerification to all greens including practice greens. Top Dressing for greens shall be USGA certified 100% sand to match the soil texture and rootzone mix of the greens. 15 GREENS AND FRINGE CHEMICAL APPLICATIONS nhe management company will implement a program for fertilization, fungicide and pesticide application. The program shall be designed so as to promote healthy weed free and insect -controlled turf. The program must include both preventative and curative applications. The program must include applications to control Poa Annua seed head growth. GREENS AND FRINGE TOP DRESSING Greens and fringes should be top dressed as needed to reduce thatch production and keep the surface as smooth as possible. Care should be taken to avoid detrimental effects in the heat of the seas;,i,,. * GREENS AND FRINGE WATERING Greens should receive only enough water to maintain a healthy root system. The watering requirement should be re-evaluated daily based on soil conditions. Dry or wilted spots shall be hand watered as necessary through the day. Caution shall be used that the watering takes place during the early morning hours and that over -soaking of the greens, particularly just prior to plan, is avoided. • GREENS AND FRINGE WINTER PREPARATION AND WINTER RESPONSIBILITIES Winter application(s) of snow mold control will be required. The Management company will make at least one application prior to the first snowfall and, if there is enough snow melt during January through March, another application will be made if necessary so it will not damage the greens. • GREENS AND FRINGE WEED CONTROL All greens and practice greens shall be maintained free of foreign grasses and weeds. • PRACTICE PUTTING GREENS Tennant will provide a minimum of five (5) hole locations on the putting green. The management company will change the hole locations on the putting greens a minimum of two (2) times per week or more often as necessary to reduce wear around the hole. The management company will not us either putting green as a sod nursery to repair other parts of the golf course except in case of an emergency, when in the discretion of the management company, temporary sod removal may be allowed on a putting green. If allowed, the management company will return the putting green to its original condition as soon as possible. TEES Tees shall be maintained according to the most current golf coarse maintenance standards to furnish a condition of live. healthy grass. This shall be accomplished by the periodic use of fertilizer to maintain continuous growth. Watering shall be carried out to keep a moist condition conducive to effective growing conditions. Mowing shall be done to keep the grass at a reasonable and consistent height conducive to good playing conditions. Preventative insect and fungus control shall take place. Tee markers shall be moved as needed to prevent wear to the tee surface and placed in an alternating position. These practices shall be done to all present and any future tees at the course. rEE MOWING roes should be mowed throughout the season at a frequency to maintain a consistent height not to exceed . 50a Typically, the tees will be mown a minimum of three (3) times per week. Clippinrs shall be removed to prevent matting and clumping. • TEE AERI FICATION I OVERSEEDING I TOP DRESSING Tees should be aerified following appropriate cultural practices. Hollow and solid tines may be used as conditions warrant. Divot mix and seed should be applied weekly or as play warrants. Par 3 tees can be spiked through the heavy play months. Topdressing I divot mix should be used as necessary to keep the surface as smooth as possible. • TEE FERTILIZATION, FUNGICIDE AND INSECTICIDE APPLICATIONS The application of fertilizer, fungicides and insecticides shall be done as necessary and according to the most current golf course maintenance standards in order to keep the turf in an active growing state. The management company shall have on record any chemical applications as required by the Commonwealth of Massachusetts. • TEE WATERING Watering shall be carried out in order to keep a moist condition conducive to effective growing conditions, and according to the most current golf course maintenance standards. • :FEES - WEED CONTROL Tees shall be kept weed free by the proper application of approved herbicides. • FAIRWAYS Fairways shall be fertilized, watered, aerated, treated with growth regulators, herbicides. insecticides. fungicides, and limed as needed to keep continuous growth of turf in accordance with the most current golf course maintenance standards. • FAIRWAY MOWING Fairways shall be mowed throughout the season at a frequency that maintains a consistent height not to exceed .500". at a minimum of three (3) times per week. • FAIRWAY AERIFICATION / OVERSEEDING The fairways must have one (1) aerification in late Summer/early Fall. Aerification shall be followe z by overseeding on any thin areas of turf with an approved seed mix. • rAIRWAY FERTILIZATION Fairways shall be fertilized as needed to ensure healthy vibrant turf. a FAIRWAY WATERING Watering shall be carried out in order to keep a moist condition conducive to effective growing conditions. and according to the most current golf course maintenance standard- 0 FAIRWAY FUNGICIDE AND INSECTICIDE APPLICATIONS The application of fungicides and insecticides shall be done as is necessary and according to the most current goif'course maintenance standards in order to keep the turf in an active growing state. Applications shall be made during early morning hours and on days with very little or no wind and only after proper notification has been made. Such treatments shall be made in accordance with the manufacturer's recommendations for the products used, and by properly licensed personnel. Applications of approved insecticides and fungicides should be made at the proper time for best control of the target pest, as recommended by the product used and by properly licensed personnel. • FAIRWAY WEED CONTROL Where there is substantial weed growth, the fairways shall be treated with an approved herbicide at the manufacturer's recommended rate for the control of broadleaf weeds, including. but not limited to clover, plantain and chickweed. Fairways shall be kept weed free. Pre -emergent crabgrass control shall be done as needed to prevent crabgrass. • ROUGHS The rough shall be maintained to the most current golf course maintenance standards in order to minimize the loss of golf balls and to provide acceptable and fair playing conditions. The rough is defined as all remaining areas of the cleared golf course property not including the greens, green surrounds, fringes, fairways, bunkers and tees. Attention shall be given to areas of play where weeds proliferate. These areas shall be maintained with the use of herbicides. Areas of rough not watered by the irrigation system shall be dependent upon natural rainfall except where poor growth allows for erosion of the surface. In such cases, special watering and/or fertilization shall be used to maintain the integrity of the rough. ROUGH MOWING Roughs shall be maintained at a height of 2" year-round. Care shall be taken so as not to damage trees, bushes or other plantings when using string trimmers or push mowers. Some areas of the rough shall not be mown and turned into "Naturalized areas''. Naturalized areas shall be free of unsightll weeds and mown to rough height at the end of each season. • ROUGH HERBICIDE APPLICATIONS Herbicides shall be used where weeds proliferate in areas that are in play or areas where the natural beauty of the course is to be maintained. The application of herbicides shall be done as is necessary and according to the most current golf course maintenance standards in order to keep the rough in an active growing state. Applications shall be made during early morning hours and on days with very little or no wind and only after proper notification has been made. Such treatments shall be made in accordance with the manufacturer's recommendations for the products used, and by properly licensed personnel. 19111a.:e AND BUNKERS Sand bunkers shall be maintained in accordance with the most current golf course maintenance standards. SAND QUALITY AND DEPTH '-and bunkers shall be kept weed free and free of stones larger than 1/2" in 14ameter. The management company shall, as necessary, blow or otherwise remove sand that has accumulated outside of sand bunkers so as to not interfere with the quality of play. Sand bunkers shall be trimmed and raked sufficiently to keep a playable and clean condition. 1'he Management company shall completely machine rake the sand bunkers three (3) times per week or as necessary to maintain them free of footprints or wash outs. • SAND BUNKER FURNISHINGS The management company shall provide a sufficient number of rakes at all sand bunkers with a minimum of two (2) per bunker. Rakes damaged or missing tines must be replaced. Long handled rakes should be provided where appropriate. • SAND BUNKERS - HERBICIDES / INSECTICIDES APPLICATIONS The management company shall use an herbicide to prevent the growth of grass and weeds in and around the bunkers. The application of herbicides shall be done as is necessary and according to the most current golf course maintenance standards in order to keep the bunkers weed free. Applications shall be made during early morning hours and on days with very little or no wind and only after Droner notification has been made. Such treatments shall be made in accordance with the manufacturer's recommendations for the products used, and by properly licensed personnel. The management company shall monitor the bunkers for colonies of yellow jackets or other bees and control these populations to minimize dangers to patrons. SECTION 2 - IRRIGATION SYSTEM MAINTENANCE Except as stated in this Section, KWT shall be financially responsible for the irrigation system and for any turf loss caused by any failure of the irrigation system. The management company shall have no responsibility for the irrigation system unless it is specifically provided in this Section. The management company shall have no responsibility for damage to the irrigation system caused by weather, lightning, Act of God, or the like. • GENERAL 201Page The management company will be responsible, each Fall, for draining and pneumatically blowing out the irrigation system and for reactivating the irrigation system and booster pumps each Spring. The management company shall report to KWT any repairs that are necessary to maintain the irrigation system and booster pumps in an operative condition. Normal seasonal maintenance of the irrigation system will be performed by the management company, these repairs will be limited to the list below. • Replacement of up to 5 Irrigation Beads per season. Repair of up to three main line irrigation breaks per season_ Wiring issues —tracking of up to two irrigation or zone wire breaks per season. • Pumps, controllers, major irrigation system breaks or failures — tht management company will be responsible for up to $3,000 in repairs and KWT will be responsible after that limit to complete the repairs or replacement. The management company will be responsible for negligence in operation of the irrigation system by its personnel and damage caused by its operation of maintenance equipment and must ensure that all control boxes and pump houses are locked and secure. The management company personnel must have a strong working knowledge of the operation of the automatic pumps and associated computer operating system. 21111age EXHIBIT C: Proiection of golf course expenses. Expenses - Clubnouse: Advertising Limited to social media, email blasts, no magazine newspaper Bank & Credit Card Fees SGM covers credit card fees average 3% Casual Labor & Subcontractors Limited Conferences & Meetings PGA Show and Dues Employee Benefits - 401K Eligible for SGM 401K plans General Supplies - Normal pro shop operating expenses Insurance - General Liability, workers comp., pesticide, no coverage for buildings Insurance - Health & Life, Eligible for SGM Health Insurance Legal & Accounting - HR, CPA's etc. Licenses & Fees - DBA certificate, dumpster, occupancy No F&B GHIN Mass Golf GHiN fees and Membership Fees Office Supplies - Normal pro shop operating expenses Repairs & Maintenance - Building pro shop repairs limited to inside cleaning, paint, basic repairs Salaries & Wages - golf professional, manager, cashiers, starters, rangers, carts Taxes - Other N/A Taxes - Payroll Covered Telephone & Internet - Pro shop phones and Internet Travel & Auto - Limited to management Uniforms - Pro shop staff Utilities - Pro shop electric, golf cart electric, no pro shop heat/covered whole building Expenses Maintenance, Cart Fleets - Tournament fleets as needed Casual Labor - Grounds Limited Course Maintenance & Repairs No Capital projects covered, no Tree Companies covered Chemicals 18-hole course program included Equipment Rentals Limited - air compressors irrigation blowout Fertilizer & Lime -18-hole course program included Flowers & Shrubs - $500 budget for annual flowers Gas & Diesel Fuel - Everything included General Supplies - Maint. Everything included. Golf Car Maintenance & Repairs Club Car Service program, normal parts covered, maior damage not covered. Golf Course Supplies - Annual replacement of flags, poles, cups, signs, ropes, stakes Insurance Vehicle - Not budgeted Irrigation System Repairs - Normal maintenance/ pump, controllers limited to $2,500 repairs 221Page -aam. Mulch. Sand & Stone - Topdressing (2) bunker sand (1) mulch (1) :uam i.1) divot mix (1) cart mix (1) Machine/Equipment Repairs - Normal average maintenance, no major repairs Salaries & Wages Seed & Sod - Formal program to overseed greens, tees, divot repairs, no fairway/roughs Shop Supplies - Everything included Staff Clothing Grounds crew shirts Superintendent Expenses - Normal package Telephone & Internet Grounds - shop phone/cell phones Trash & Waste Removal Grounds shop dumpster/course trash; no restaurant/functions/outside Utilities - Golf Cart chareine station: Maintenance building; 2 Irrigation Pump Houses Water - Landlord Vehicle Fuel - Superintendent Vehicle Expense - Superintendent 231Ilage EIIBIT D: Financial reporting requirements Monthly and annual financial reporting shall include statistical information on golf rounds, by category, and golf cart rental use and related revenues and expenses, 241Page EXHIBIT E: Memorandum of Undcrstandin for new management engagement December 13, 2022: Chain of Command: fl:e Property Manager, Michael Maniates or designee will be the direct conduit to Sterling Golf Management (SGM). SGM will bring questions, concerns and operations issues or directions to the Property Manager. The Kings Wav Trust Board of Directors will bring questions, concerns and operations issues or directions to the Property Manager, and the Property manager will communicate with SGM. Kings Way Board will assign a Greens Chairman from their Board of Directors that will first communicate any questions, concerns and operations issues or directions with SGM's General Manager and/or Superintendent, and then will review these concerns with SGM's Director of Operations, Jay Miller. SGM, or its Kings Way General Manager, Superintendent, or Director of Golf Operations will attend monthly meetings with the Board. Property to be maintained by Tenant: SGM is responsible for maintenance of only the golf course property. This will consist of, in concept, all 18 holes of the golf course from the middle of the fairways extending about 6 feet beyond the golf course "pathways" towards the Homes. SGM is not responsible for common areas, the roadways, the parking lots or the Clubhouse grounds maintenance. SGM is not responsible for maintenance of the Open Space/Conservation Lands. Tree removal and Maintenance: SGM is not responsible for cutting down or removing standing trees from the property. SGM is responsible for cutting and cleanup of trees that are down on the ground due to normal aging and cleanup of branches and debris blown down under 12-inch caliper. If a severe storm or Nor'easter hits the property, SGM will be responsible for cleanup of up to 10 trees under 12-inch caliper. All tree removal of above 12-inch caliper and beyond 10 trees will be the responsibility of the Landlord for removal. SGM will help in all ways they can to support course cleanup after any substantial storms. Leaf and Debris removal: Since there is no landfill located on the golf course property, SGM will store leaves and branches at locations designated by the Board, and these will be periodically trucked to an offsite dumping location within 15 minutes of the course as designated by the Board. SGM will not be responsible for any "dumping fees" as required by off -site operators to where the debris is being removed. 251Page EXHIBIT F: Listing of Landlord's equipment: Year Description of Pro rtv VIN/SERIAL Numbei 1996 Cushman 4-wheel truck 96011761 2000 Goosen Leaf Vacuum 338 tu02 Toro Sprayer 160 220000249 2003 Toro Rotary 328D 30627-230000223 2005 Club Car Carryall #1 HG0520-505645 2005 Club Car Carryall #2 HG0520-505655 2005 Club Car Carrvall #3 HG0520-505644 2005 Club Car Carrvall #4 HG0520-505643 2005 Club Car Carrvall #5 FG9423381954 2005 Club Car Carrvall #6 HD0539-551820 2005 Toro Aerifier #1 09200-250000440 2005 Toro Aerifier #2 09200-250000580 2007 Cushman Truckster 2486398 2007 Turfco Top Dresser 85911-G00281 Foley Reel Grinder 443 Foley Bedlmife Grinder 364 Landlord will purchase the following equipment and supplies for use by the 1'enant.- QTY YEAR DESCRIPTION 1 2016 TRIFLEX 3300 1 2016 TRI FLEX 3300 1 2014 GROUNDSMASTER 4300 1 2015 TORO 175 SPRAYER 1 1997 TORO SANDPRO 14 1 2013 NORTHSTAR SPRAYER 100 GAL 1 2014 GMC 3500 DUMPTRUCK 4X4 1 2012 LOADRITE TILT TRAILER 1 2004 BOBCAT 185 SKIDSTEER 1 2004 BOBCAT BRUSH CUTTER 1 2004 BOBCAT FRONT FORKS 1 2004 BOBCAT WOOD SPL17TER CHAINSAW WELDER PLASMACUTTER JACKS TORCH TOOLS HAND TOOLS GAS/DIESEL CANS STRING TRIMMERS POLE SAWS HARDWARE FASTENERS OILS KITS PARTS BEDKNIFE REEL GRINDER SANDBLASTER VERTICUTTERS%REELS/BLADES PESTICIDES SEED%FERT TOOLS PARTS HEADS 261Pacle in addition to above. Landlord will purchase the following items (or similar) of used Equipment to be available to the Tenant at the start of the 2023 golf season: Toro Grounds Master 3500D — 3 deck rotary mower • 2 new or used off -lease Club Car CarryAll 502 utility carts or similar • 1 or 2 Greens Rollers in order to comply with the contracts expectation of rolling the greens Landlord will be responsible for insuring their equipment and for all replacements of such. Tenant will provide a Capital Request of any equipment needing replacement in October or November each year of this contract. Tenant will provide normal equipment repairs and maintenance to Landlord owned equipment; Landlord will cover major repairs above $2,500 to equipment that are not covered by manufacture warranty. Golf Carts Landlord will supply 45 electric golf carts in good working condition. Golf carts to be on -site before the start of the golf season. Tenant will provide normal golf cart repairs through a service contract with Country Club Enterprises, Inc. Landlord will cover major repairs above $2,500 to golf carts that are not covered by manufacture warranty. All equipment and golf carts owned by Landlord will be insured by Landlord. 271 P <i e EXHIBIT G: Listing of planned Capital Improvements Back 9 Cart Path Repairs Tree Work Repairs on 10t' hole rest room — doors, roof and siding Irrigation repairs Bunker Works Tee Box Rehab Z81P, a:� Tenant's Strategic Plan Strategic Plan c manage, maintain, market, operate and lead Kings Way Golf Club to a vibrant. Gueeessful. recognized membership -based semi -private golf club. It is SGM's strong belief that course conditions are the upmost priority in all our course contracts or as golf course owners ourselves. Our mission is to always have perceived values higher than the listed rates, and members' expectations beaten by the actual experience of membership and playing our golf courses. Professional Management of Kings Way Gaff Club • Experienced management set-up team • Integrate policies and procedures of SGhal • Assist and cooperate in all ways with the food and beverage operation as part of the Golf Club in order to grow revenue for the F&B side and benefit our members and public play • Set-up a full -service pro shop operation • Create a welcoming and hospitable atmosphere to instill a family -type environment fir members and their guests, as well as the general public, while establishing and maintaining the necessary guidelines to establish this goal Golf Operations Membership Golf & Advancement of Public Golf" • Membership: Understand the needs of the Kingsway Golf Club Members. ■ Work with and Establish Member Tee Times (14 days in advance), Tournaments, un Events. Member/Guest special rates, Dining Specials, Preferred Merchandise. ■ Restore Public & Tourist Play and Name Recognition through various marketing media. • League Play for Members and Public, outside Charity Tournaments and Events. ■ Organize and implement a successful junior golf program. Youth on Course and Family_ Golf • Foster the growth of golf as a sport. All Levels of Clinics & Lessons. ■ Superior customer service through stringent staff training and reinforcement Pro =rams Desi ned to Increase Pla SGM is the leading golf management company in the state, regarding growing the gap;, of golf. Over the years our courses have participated in a number of ventures and programs that have been developed to increase the amount of play and to make the public aware of our presence. Many of these have been very successful in bringing new players to our courses and bringing back many who might have left the game. it all revolves around SGM's marketing strategies. 291F'age Youth on Course — Mass Golf Association Youth on Course brings affordable course access to youth golfers throughout Massachusetts. The $20 annual membership fee gives youth golfers ages 6-18 access to play at any of the 29 participating courses throughout the Bay State land 1.700 across the country) for only $5 per round. When Juniors join Youth on Course through Mass Golf, they also become Mass Golf members and gain access to a number of member benefits. The last two years of this program — Sterling Golf Courses have recorded more rounds than all 22 Massachusetts's golf Courses Combined. Beginner Friendly Coursw Due to our involvement with the National Golf Course Owners Association, New England chapter, our courses have been certified as "Beginner Friendly Courses" and are included as such on the NGCOA web site www.v-etlinkedpl4ygolf.com which is widely promoted to encourage growth of the game of golf. "Glow Ball Tournaments" Marketed to both young and old alike, this event is becoming very popular with more people signing up each year. It is usually held just after sunset with glow in the dark balls and glow sticks on the tee markers and flag sticks. A buffet menu is served afterwards in the function room. School Golf Team Playing Privileges: Arranged open access for the local schools' golf teams to play, practice and host golf tournaments. We offer free teaching services from our PGA Pros to instruct the local schools' golf coaches and teams. We open up our golf course free of charge to the local schools for a spring intramural golf program in an effort to encourage youngsters to take up the game. Take Your Daughter to the Golf Course Encouraging young female golfers is a must in the golf industry and so SGM has always participated in the nationally sponsored Take Your Daughter to the Golf Course during a week in July of each year. Throughout the week. SGM offers reduced greens fees to individuals seeking to play golf with their daughters. Information about these events was posted on the SGM website and a link to the national website was setup to publicize the events. Special Golf Promotions: Sterling Golf Management is fortunate to have over 45,000 golfers in our data base. Creating loyal, unique, beginner and youth golfers is our goal. We have many programs and campaigns of promotion such as: 2, 5 & 10 round passes, Nine & Dine, Y2 price cart Tuesdays, Family Golf on Weekends after 5pm and more. HosrAtality Relations Sterling Golf Management, Inc and Kings Way restaurateur will professionally work side by side to ensure members, guests, charity, and all tournament participants can enjoy pre or post golf social activities together on site. The restaurant / bar department will be included in the strategic marketing and promotion plans of SGM, Inc. Examples include: Nine & Dine, Surf & Turf Night, Golf and Lunch, Wine & Appetizer Tasting, Ladies Fashion Shows with Wine. etc. 301Page �arketini3 SGM believes in a four-part proactive marketing plan made up of marketing. advertising. �.• presence, and promotion with the importance of establishing name recognition tnrougn vanoz_ marketing media outlets. SGM has an active and growing data base of 45,000 golfers ranging from 30 miles north of Boston, 30 miles south and 40 miles north. We take a polite and informative approach to marketing. Always focusing on the engagement and informative strategy of marketing, advertising, and promotion. • E-mail & Text BIasting SGM E-mail blasts campaigns, specials, 9 & dine, events, clinics, merchandise specials, 5 & 10 round passes on a bi-weekly basis. Our POS system also captures unique visitors' data to be used immediately. a Gwolf Reservation System — Booking Engines. With our POS system of choice, not only may a golfer make a tee time thm our website, but also 2 other [heavily] advertised national systems. A member will be allowed to book or reserve a tee time 14 days in advance and the public 10 days in advance on the Kingsway website. Golf Now & TeeOffcom booking engines will be used as well. Both these entities are advertised on the golf channel and have over 4.5 million golfers nationwide using these booking engines. The Golf Now mobile app has over 1.2 million users in the New England states and may book a tee time in less than 60 seconds. • Tee Time booking engine manipuiation, SGM has their own algorithm that will be used for 3 booking engines. Prices will vary on all three sites, changing constantly during each day and time period for higher liquidation on all days and times with prepaid green fees and reservations. Basically — only at prime times will prices match on the 3 different booking engines. • Social Med6 Facebook is a very popular tool used by SGM. We noticed that Kim�s Way had averaTed 7 Facebook Posts a ear, where SGM courses post a minimum of five Posts a month per course. Our Facebook hosts are engaging, they may be golf specials, F&B specials, Merchandise Sales, or golf cartoons that make up 60% of our posts. Engagement is our goal, having golfers, non - golfers, residents, and visitors constantly visiting our page. Simply asking all members and visitors to host a review on our site. sat the Big Shooter in sanD. trees rand warer Either you're going on a fieouufuf vacation. or you`re a 1.0"Sy rsnlror " 311Pa ;e New England Golf Guide: This publication is distributed to all the New England golf courses. Community Relations & Parrnersnir. • Build a strong relationship with the city and surrounding areas. Be engaged in community -Wines. fund raisins contributions. non-profit organizations. • Stay & Play packages: build partnership with hotels, motels, bed & breakfasts. Offer high quality rental sets at no cost when staying at partner's lodging locations. Book your stay at partners locations and a tee time weeks in advance for the perfect getaway to the Cape. • Restaurants, Bars, & Pubs. Establish relationships with the GMs, allow them to play Kingsway Golf Club at no cost [once in a while] in exchange for promoting the golf course. • Contact all 501c3 non-profit organizations within 20 miles and drop off a Tournament packet to grow the KWGC charity business.