CONTRACT BETWEEN THE CITY OF AUSTIN ("City") AND PECAN GROVE GOLF PARTNERS ("CONTRACTOR") FOR MANAGEMENT AND OPERATION OF THE BUTLER PITCH AND PUTT GOLF COURSE CONTRACT NUMBER: 8600-NR190000005 The City accepts the Contractor's Offer (as referenced in Section 1.1.3 below) for the above requirement and enters into the following Contract. This Contract is between Pecan Grove Golf Partners having offices at 520 East Oltorf Street Austin, TX 78704 and the City, a home-rule municipality incorporated by the State of Texas and is effective as of the date executed by the City ("Effective Date"). Capitalized terms used but not defined herein have the meanings given them in Solicitation Number RFP 8600 CRR3004. 1.1 This Contract is composed of the following documents: 1. 1.1 This Contract 1.1.2 The City's Solicitation, Request for Proposals (RFP), 8300 CRR3004 including all documents incorporated by reference 1.1.3 Pecan Grove Golf Partners Offer, dated April 8, 2019, including subsequent clarifications 1.2 Order of Precedence. Any inconsistency or conflict in the Contract documents shall be resolved by giving precedence in the following order: 1.2.1 This Contract 1.2.2 The City's Solicitation as referenced in Section 1.1.2, including all documents incorporated by reference 1.2.3 The Contractor's Offer as referenced in Section 1.1.3, including subsequent clarifications. 1.3 Term of Contract. 1.3.1 The Contract shall commence upon execution, unless otherwise specified, and shall remain in effect for an initial term of 10 years. 1.3.2 The Contract may be extended automatically beyond the initial term for up to two (2) additional 5-year terms at the City's sole option unless the Contractor is notified in writing no less than 180 days prior to the contract's expiration. 1.3.2.1 If the City exercises any extension option, all terms, conditions, and provisions of the Contract shall remain in effect for that extension period, subject only to any economic price adjustment otherwise allowed under the Contract. 8600-NR190000005 Rev. 12-13-2017 1.3.2.2 Upon expiration of the initial term or any period of extension, the Contractor agrees to hold over under the terms and conditions of this Contract for such a period of time as is reasonably necessary for the City to re-solicit and/or complete the deliverables due under the Contract (not to exceed 120 calendar days unless mutually agreed to in writing). 1.3.2.3 This is a 10-year revenue Contract. 1.4 Revenue. The Contractor shall pay the City in accordance with the Contract requirements: 1.4.1 Contractor shall pay the City without demand, at the Office of the Director of the Parks and Recreation Department for the City of Austin by the 1Qth of each month, a minimum flat monthly fee of $2, 700 plus a one-time, annual lump sum payment equal to 18% of annual gross revenue (minus the sum of the monthly fees). 1.4.1.1 The annual lump sum payment is due no later than January 31st of each year. 1.4.1.2 Monthly fees as listed in 1.4.1 are waived during approved renovation periods {closures). 1.4.1.3 Once renovations are complete the Contractor shall pay the City without demand by the 10th of each month, a minimum monthly fee of $10,417, plus a one­ time, annual lump sum payment for 6% of revenues exceeding $694,444, due by January 31st of each year. 1.5 Clarifications and Additional Agreements. The following are incorporated into the Contract. 1.5.1 Exhibit A- Pecan Grove Golf Partner's Clarification Response 1.5.2 Group sizes are not limited by the golf course, however Pecan Grove Golf Partners will manage large groups in order to maintain a place of play to not interrupt the overall flow of play for other golf patrons. 1.5.3 Pecan Grove Golf Partners will maintain the current golf fees: 1.5.3.1 $10.00 on weekdays for all patrons 1.5.3.2 $7.00 for seniors (60 and older) 1.5.3.3 $8.00 for juniors (18 and under) and 1.5.3.4 $11.00 on weekends for all patrons. 1.5.3.5 Upon completion of the capital improvements, golf fees will be as defined in Tab 6: Program (Exhibit D) of the Pecan Grove Golf Partners' proposal and shall be adjusted through PARO approval process. This Contract (including any Exhibits) constitutes the entire agreement of the parties regarding the subject matter of this Contract and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. This Contract may be altered, amended, or modified only by a written instrument signed by the duly authorized representatives of both parties. 8600-NR190000005 2 Rev. 12-13-2017 July 10, 2019 Exhbit A April 18, 2019 Pecan Grove Golf Partners Partners Lynn Shackelford and Jason Black 520 E. Oltorf Street Austin, TX 78704 Email(s): [email protected] & [email protected] Dear Lynn Shackelford and Jason Black: Thank you for submitting your Offer for RFP CRR3004-Management and Operation of the Butler Pitch and Putt Golf Course for the City of Austin’s Park and Recreation Department (PARD). The evaluation team is coming to a close on the review and evaluation of the Offer received for this solicitation. However, further clarification to your Offer is requested. This information is to complete the evaluation process. Please elaborate on your firm's response to the following items: 1. Your plan for clubhouse renovations and how you plan to incorporate the historical building requirements. Please provide specifics/elaborate on this overall plan. 2. Are the tees you have proposed in the response artificial or grass, or both? 3. Please provide additional details on the number of estimated visitors your food and beverage sales are based upon. 4. The City of Austin would like to see the club rental pricing remain the same over the contract’s initial 5-year term. Is this something that Pecan Grove can meet? Response is due no later than Monday, April 22, 2019 by close of business. Questions concerning this request should be directed to Claudia Rodriquez at (512) 974-2959. Sincerely, Claudia Rodriquez Procurement Specialist IV City of Austin Purchasing Office Revised 12/09/2015 Exhibit A, Cont. TO: CITY OF AUSTIN PURCHASING DEPARTMENT/CLAUDIA RODRIGUEZ FROM: PECAN GROVE GOLF PARTNERS/JASON BLACK DATE: APRIL 19th, 2019 RE: Response request for RFP CRR3004-Management and Operations of the Butler Park Golf Course Please find below our responses per the request on April 18th. Please let me know if you have any additional questions. 1. Your plan for clubhouse renovations and how you plan to incorporate the historical building requirements. Please provide specifics/elaborate on this overall plan. We recognize that the historic concrete masonry unit clubhouse is an important part of the site’s cultural landscape and will follow the necessary steps needed to ensure that any repairs will conform to the Secretary of the Interior’s Standards for Rehabilitation. We plan to leave the exterior of the clubhouse visually unchanged, so our desire would be to submit an Historic Review application to the Historic Preservation Office and seek to have this proJect deemed eligible for administrative approval. If staff approves our application, we would then submit plans to the Certificate of Appropriateness Review Committee for their detailed feedback on our proposed plans, with the understanding that we would incorporate any feedback as needed to receive a Certificate of Appropriateness. More generally, our plan is to increase the energy efficiency and functionality of the clubhouse by upgrading the utilities and infrastructure serving the building, relocating the restrooms to a new pavilion structure where they can be built to current ADA requirements, and adding an appropriately sized commercial kitchen to enhance the F&B offerings of the park. 2. Are the tees you have proposed in the response artificial or grass, or both? Artificial turf for the tees and natural grass for everything else. Due to the traffic, size of the “tee area” and timeframe for grass regrowth, artificial turf will provide the customer with the best customer experience. 3. Please provide additional details on the number of estimated visitors your food and beverage sales are based upon. See attached exhibit with breakdown of F&B statistics. 4. The City of Austin would like to see the club rental pricing remain the same over the contract’s initial 5-year term. Is this something that Pecan Grove can meet? Yes, we can agree to keep club rental pricing the same in the initial 5-years. Exhibit A, Cont. F&B Statistics YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 TOTAL F&B Revenues Number of Golf Rounds 37,000 43,000 45,000 46,000 46,000 217,000 Average F&B Spend - Golf Round ($ 6.00) ($ 6.00) ($ 6.00) ($ 6.00) ($ 6.25) ($ 6.05) F&B from Golf Customers ($ 222,000) ($ 258,000) ($ 270,000) ($ 276,000) ($ 287,500) ($ 1,313,500) Number of Breakfast Customers 3,651 3,701 4,450 4,657 4,696 21,155 Average F&B Spend - Breakfast ($ 5.00) ($ 5.00) ($ 5.50) ($ 5.50) ($ 5.50) ($ 5.30) F&B from Breakfast Customers ($ 18,255) ($ 18,505) ($ 24,475) ($ 25,614) ($ 25,828) ($ 112,677) Number of Lunch Customers 7,300 7,322 7,825 8,239 8,365 39,051 Average F&B Spend - Lunch ($ 8.25) ($ 8.25) ($ 8.50) ($ 8.50) ($ 8.50) ($ 8.40) F&B from Lunch Customers ($ 60,225) ($ 60,407) ($ 66,513) ($ 70,032) ($ 71,103) ($ 328,278) Number of Happy Hour/Dinner Customers 6,210 6,299 6,899 7,120 7,200 33,728 Average F&B Spend - Happy Hour/Dinner ($ 12.00) ($ 12.00) ($ 12.25) ($ 12.25) ($ 12.25) ($ 12.15) F&B from Happy Hour/Dinner Customers ($ 74,520) ($ 75,588) ($ 84,513) ($ 87,220) ($ 88,200)