Loading...
HomeMy WebLinkAboutresolution.council.080-19 RESOLUTION # 80 (Series of 2019) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND DEDE CUSIMANO GOLF ACADEMY LLC AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for golf school and academy at the Aspen Municipal Golf Course between the City of Aspen and Dede Cusimano Golf Academy LLC a true and accurate copy of which is attached hereto as Exhibit " A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for golf school and academy at the Aspen Municipal Golf Course between the City of Aspen and Dede Cusimano Golf Academy LLC a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 8" day of July, 2019. 74 Torre, Mayor I, Linda Manning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held July 81", 2019. 1 Linda Manning, City C erk The City of Aspen CITY OF ASPEN STANDARD FORM OF AGREEMENT Din Mum's Office PROFESSIONAL SERVICES City of Aspen Project No.: 2019-038. AGREEMENT made as of 1st day of July, in the year 2019. BETWEEN the City: Contract Amount: The City of Aspen c/o Steve Aiken 130 South Galena Street Total: Revenue Generating Aspen, Colorado 81611 Phone: (970) 920-5055 If this Agreement requires the City to pay And the Professional: an amount of money in excess of $25,000.00 it shall not be deemed valid until it has been approved by the City Dede Cusimano Golf Academy LLC Council of the City of Aspen. c/o Dede Cusimano PO Box 1693 City Council Approval: Aspen. Colorado 81612 )��u 4 2N.°1 Phone: 914-924-2126 Date: Resolution No.: 80 For the Following Project: Golf school and academy at the Aspen Municipal Goll'Course. Exhibits appended and made a part of this Agreement: Exhibit A: Scope of Work. Exhibit B: Compensation. Agreement Professional Services Page 0 The City and Professional agree as set forth below. 1. Scope of Work. Professional shall perform in a competent and professional manner the Scope of Work as set forth at Exhibit A attached hereto and by this reference incorporated herein. 2. Completion. Professional shall perform all phases of the Scope of Work as expeditiously as is consistent with professional skill and care. 3. Pant. Professional shall provide the on-site instructions described in the appended Scope of Work. Professional and City shall split all revenues generated from clinics and private lessons on a 90%/10%. Private lesion revenue will be 80% for Jack Small, PGA Professional, with 10%to the City of Aspen and 10% to Dede Cusimano Golf Academy LLC. 4. Non-Assignability. Both parties recognize that this Agreement is one for personal services and cannot be transferred, assigned, or sublet by either party without prior written consent of the other. Sub-Contracting, if authorized, shall not relieve the Professional of any of the responsibilities or obligations under this Agreement. Professional shall be and remain solely responsible to the City for the acts, errors, omissions or neglect of any subcontractors' officers, agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee of the Professional to the extent of the subcontract. The City shall not be obligated to pay or be liable for payment of any sums due which may be due to any sub-contractor. 5. Grant of License. The City shall have the right to use Professional's personal name and business names and likeness in all forms of promotional materials to promote the golf school and academy at the City's facilities; provided however, that Professional approves beforehand any such materials, and the approvals are not unreasonably withheld. This grant of license includes, but is not limited to, a. Press Releases/ Media Reports b. Marketing Materials (e.g. brochures, counter-cards, mail-outs, billboards, newsletters, score cards, golf cart signage, etc.) C. Print, Radio and Television advertising 6. Termination of Professional Services. The Professional or the City may terminate this Agreement, without specifying the reason therefor, by giving notice, in writing, addressed to the other party, specifying the effective date of the termination. No fees shall be earned after the effective date of the termination. Upon any termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other material prepared by the Professional pursuant to this Agreement shall become the property of the City. Notwithstanding the above, Professional shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of this Agreement by the Professional, and the City may withhold any payments to the Professional for the purposes of set-off until such time as the exact amount of damages due the City from the Professional may be determined. 7. Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in, or be construed as establishing an employment relationship. Professional shall be, and shall perform as, an independent Contractor who agrees to use his or her best efforts to provide the said services on behalf of the City. No Agreement Professional Services Page I agent, employee, or servant of Professional shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of Professional. None of the benefits provided by City to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from City to the employees, agents or servants of Professional. Professional shall be solely and entirely responsible for its acts and for the acts of Professional's agents, employees, servants and subcontractors during the performance of this contract. Professional shall indemnify City against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Professional and/or Professional's employees engaged in the performance of the services agreed to herein. 8. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers, employees, insurers, and self-insurance pool, from and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this contract, if such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of the Professional, any subcontractor of the Professional, or any officer, employee, representative, or agent of the Professional or of any subcontractor of the Professional, or which arises out of any workmen's compensation claim of any employee of the Professional or of any employee of any subcontractor of the Professional. The Professional agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims or demands at the sole expense of the Professional, or at the option of the City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in connection with, any such liability, claims, or demands. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse the Professional for the portion of the judgment attributable to such act, omission, or other fault of the City, its officers,or employees. 9. Professional's Insurance. (a) Professional agrees to procure and maintain, at its own expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition to any other insurance requirements imposed by this contract or by law. The Professional shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 8 above by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types. (b) Professional shall procure and maintain, and shall cause any subcontractor of the Professional to procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurance acceptable to the City. All coverages shall be continuously maintained to cover all liability, claims, demands, Agreement Professional Services Page 2 and other obligations assumed by the Professional pursuant to Section 8 above. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. (i) Workers' Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - policy limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - each employee. Evidence of qualified self-insured status may be substituted for the Workers' Compensation requirements of this paragraph. (ii) Commercial General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. (iii) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate with respect to each Professional's owned, hired and non- owned vehicles assigned to or used in performance of the Scope of Work. The policy shall contain a severability of interests provision. If the Professional has no owned automobiles, the requirements of this Section shall be met by each employee of the Professional providing services to the City under this contract. (c) The policy or policies required above shall be endorsed to include the City and the City's officers and employees as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by the City, its officers or employees, or carried by or provided through any insurance pool of the City, shall be excess and not contributory insurance to that provided by Professional. No additional insured endorsement to the policy required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Professional shall be solely responsible for any deductible losses under any policy required above. (d) The certificate of insurance provided by the City shall be completed by the Professional's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall be used. The certificate shall identify this contract and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty(30)days prior written notice has been given to the City. Agreement Professional Services Page 3 (e) Failure on the part of the Professional to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by Professional to City upon demand, or City may offset the cost of the premiums against monies due to Professional from City. (f) City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. (g) The parties hereto understand and agree that City is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its employees. 10. City's Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper- ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Professional for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA. 11. Completeness of Agreement. It is expressly agreed that this agreement contains the entire undertaking of the parties relevant to the subject matter thereof and there are no verbal or written representations, agreements, warranties or promises pertaining to the project matter thereof not expressly incorporated in this writing. 12. Notice. Any written notices as called for herein may be hand delivered or mailed by certified mail return receipt requested to the respective persons and/or addresses listed above. 13. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status, aftectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services under this contract. Professional agrees to meet all of the requirements of City's municipal code, Section 13-98, pertaining to non-discrimination in employment. 14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of this Agreement can be waived except by the written consent of the City, and forbearance or indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by Professional to which the same may apply and, until complete performance by Professional of said term, covenant or condition, the City shall be Agreement Professional Services Page 4 entitled to invoke any remedy available to it under- this Agreement or by law despite any such forbearance or indulgence. 15. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, this Agreement shall not be binding upon the City unless duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence) following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a duly authorized official in his absence) to execute the same. 16. Illegal Aliens—CRS 8-17.5-101 & 24-76.5-101. (a) Purpose. During the 2006 Colorado legislative session, the Legislature passed House Bills 06-1343 (subsequently amended by HB 07-1073) and 06-1023 that added new statutes relating to the employment of and contracting with illegal aliens. These new laws prohibit all state agencies and political subdivisions, including the City of Aspen, from knowingly hiring an illegal alien to perform work under a contract, or to knowingly contract with a subcontractor who knowingly hires with an illegal alien to perform work under the contract. The new laws also require that all contracts for services include certain specific language as set forth in the statutes. The following terms and conditions have been designed to comply with the requirements of this new law. (b) Definitions. The following terms are defined in the new law and by this reference are incorporated herein and in any contract for services entered into with the City of Aspen. "Basic Pilot Program" means the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is administered by the United States Department of Homeland Security. "Public Contract for Services" means this Agreement. "Services" means the furnishing of labor, time, or effort by a Contractor or a subcontractor not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. (c) By signing this document, Professional certifies and represents that at this time: (i) Professional shall confirm the employment eligibility of all employees who are newly hired for employment in the United States; and (ii) Professional has participated or attempted to participate in the Basic Pilot Program in order to verify that new employees are not employ illegal aliens. (d) Professional hereby confirms that: Agreement Professional Services Page 5 (i) Professional shall not knowingly employ or contract new employees without confirming the employment eligibility of all such employees hired for employment in the United States under the Public Contract for Services. (ii) Professional shall not enter into a contract with a subcontractor that fails to confirm to the Professional that the subcontractor shall not knowingly hire new employees without confirming their employment eligibility for employment in the United States under the Public Contract for Services. (iii) Professional has verified or has attempted to verify through participation in the Federal Basic Pilot Program that Professional does not employ any new employees who are not eligible for employment in the United States; and if Professional has not been accepted into the Federal Basic Pilot Program prior to entering into the Public Contract for Services, Professional shall forthwith apply to participate in the Federal Basic Pilot Program and shall in writing verify such application within five (5) days of the date of the Public Contract. Professional shall continue to apply to participate in the Federal Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Professional is accepted or the public contract for services has been completed. whichever is earlier. The requirements of this section shall not be required or effective if the Federal Basic Pilot Program is discontinued. (iv) Professional shall not use the Basic Pilot Program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. (v) If Professional obtains actual knowledge that a subcontractor performing work under the Public Contract for Services knowingly employs or contracts with a new employee who is an illegal alien, Professional shall: (1) Notify such subcontractor and the City of Aspen within three days that Professional has actual knowledge that the subcontractor has newly employed or contracted with an illegal alien; and (2) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the new employee who is an illegal alien; except that Professional shall not terminate the Public Contract for Services with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (vi) Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. Agreement Professional Services Page 6 (vii) If Professional violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City of Aspen may terminate the Public Contract for Services. If the Public Contract for Services is so terminated, Contractor shall be liable for actual and consequential damages to the City of Aspen arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. (ix) If Professional operates as a sole proprietor, Professional hereby swears or affirms under penalty of perjury that the Professional (1) is a citizen of the United States or otherwise lawfully present in the United States pursuant to federal law, (2) shall comply with the provisions of CRS 24-76.5-101 et seg., and (3) shall produce one of the forms of identification required by CRS 24-76.5-103 prior to the effective date of this Agreement. 16. Warranties against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest. (a) Professional warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Professional for the purpose of securing business. (b) Professional agrees not to give any employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefore. (c) Professional represents that no official, officer, employee or representative of the City during the term of this Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of this Agreement. (d) In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to: 1. Cancel this Agreement without any liability by the City; 2. Debar or suspend the offending parties from being a Professional, contractor or subcontractor under City contracts; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Professional; and 4. Recover such value from the offending parties. Agreement Professional Services Page 7 17. Fund Availability. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this Agreement contemplates the City utilizing state or federal funds to meet its obligations herein, this Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of this Agreement. 18. General Terms. (a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. (b) If any of the provisions of this Agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. (c) The parties acknowledge and understand that there are no conditions or limitations to this understanding except those as contained herein at the time of the execution hereof and that after execution no alteration, change or modification shall be made except upon a writing signed by the parties. (d) This Agreement shall be governed by the laws of the State of Colorado as from time to time in effect. 19. Term. Unless terminated under the direction of Section 6 above, the term of this agreement will be three years from the date of its execution. At the conclusion of the initial term, this agreement will be renewed for an additional two (2)years upon the mutual agreement of the parties. This agreement supersedes the agreement between the parties entered on March 24,2014. IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement in three copies each of which shall be deemed an original on the date first written above. CITY bF`ASPEN, COLORADO: I,1'SSIONAL: [Signature] [Signature] By: [N [Name] Agreement Professional Services Page 8 Title: Title: Dat . )ate: Approved as to form: City orney's Office Agreement Professional Services Page 9 7/9/2019 2019_Teaching_Academy_Signature.jpg(2544X3296) i" and that after execution no alteration, change or modification shall be made except upon a / writing signed by the parties. (d) This Agreement shall be governed by the laws of the State of Colorado as from time to time in effect. 19. Term. Unless terminated under the direction of Section 6 above,the term of this agreement will be three years from the date of its execution. At the conclusion of the term,this agreement will automatically renew in one-year terms for a maximum of two additional years, unless either party terminates the agreement with 90-days written notice. IN WITNESS WHEREOF,the parties hereto have executed,or caused to be executed by their duly authorized officials,this Agreement in three copies each of which shall be deemed an original on the date first written above. .;' CITY OF ASPEN,COLORADO: PROFESSIONAL: G�GGc.,GCc_ Lilt- tiGCi Si auire� ISignat-cl 13y: f4' By: �eCl� �U61k4yu [Name [N-1 Title:C& Q — Title: D i i,'N '_/U?E/Z4T4 L Date: � `'( Date: Approved as to form: ty Attorney's Office Agreement Professional Services Page 10 https:Hlegistarweb-production.s3.amazonaws.com/uploads/attachmentlattachment/388142/2019_Teaching_Academy_Signature.jpg 1/1 EXHIBIT A: Scope of Work Professional shall perform in a competent and professional manner the following tasks: 1. Establishment of Dede Cusimano Golf Academy at Aspen Municipal Golf Course: Professional shall assist City staff in the establishment and operation of a golf academy at the Aspen Municipal Golf Course. Professional shall provide the City with professional advice and counsel concerning how to manage an effective and profitable golf academy, build beneficial instructional programs, build popular junior programs in conjunction with Aspen Junior Golf in any way, etc. 2. Appearances: Premium Clinics and Lessons: Professional will also be available for predetermined number of premium clinics(10 to 25 clinics per year with approximately 5 students per clinic) and lessons marketed and scheduled through the City. 3. Promotional Activities: In an effort to provide national and world wide exposure to the Aspen Municipal Golf Course, Professional will use his best efforts to conduct interviews at the Aspen Municipal Golf Course (e.g. filming instructional programs for television programming and photo sessions for magazine articles). 4. Golf Academy Instructors: Professional will secure, hire, and certify all instructors that will teach at the Golf Academy at Aspen Municipal Golf. This is a very important function so as to insure that the golf instruction at Dede Cusimano Golf Academy at the Aspen Municipal Golf Course is of the highest quality and represent the proven principles of Professional's teaching philosophy. Professional shall be responsible for and shall ensure that Academy instructors shall conform to the following: a. All Instructors shall carry themselves in a professional manner at all times and adhere to City standards established for all City employees. b. Instructors shall dress in appropriate apparel with both Professional's and City of Aspen's logos. C. Instructors shall follow all safety rules at the range and will take caution when teaching at the Academy. d. Instructors shall be expected to help clean up the stalls/driving areas, short game area and putting green when used for instruction. 5. City Responsibilities: The following shall not be the responsibility of Professional. but shall be the responsibility of the City: a. Provide clean quality range balls for Instructor's use. b. Provide office space for Professional. C. Provide secure storage space for videos and other equipment d. Provide and display signage referencing Dede Cusimano Golf Academy e. Make best efforts to promote Professional at the Aspen Municipal Golf Course f. Provide designated area for instruction. Agreement Professional Services Page 10 6. Golf Programs Offered: The Professional will offer the following programs: a) Golf School Golf schools, usually scheduled for at least one day and up to three days. These schools generally consist of about five hours of instruction each day, and also include a round of golf after instruction and lunch. The small group setting provides a wonderful learning experience as well as a great social setting for people to learn and play with other golfers. Simple practice instruction on all facets of the game, playing Aspen Golf Club and wonderful camaraderie are still our successful formula making these schools so popular today. b) Private Instruction Will meet the needs of our students who might want more flexible schedules, who might want to focus on one particular aspect of their game and not on their entire game, or who might feel that they can learn more going one on one with an instructor for private lessons. It can be scheduled at their convenience and tailored to the student's needs. C) Get Golf Ready Targeting adults who have limited or no experience with the game of golf, Get Golf Ready is comprised of a series of five introductory lessons. Clinics will be held the same day for five consecutive weeks and will focus on basic essentials needed to play the game, including on course etiquette instruction with a 6-to-1 student/instructor ratio. d) Clinics Clinic schedules will provide instructional opportunities all interested parties. Clinics will focus on comprehensive golf instruction in all areas of the game. Each session is designed to promote a specific aspect to include: full swing, short game,putting, bunker skills, and club fitting. e) Juniors LPGA-USGA Girls Golf(Girls Golf) supports girls by introducing them to the game of golf and the values that are inherent to the game. It provides an opportunity for girls, ages 7 to 17, to learn to play golf, create friendships, and experience competition in a fun, supportive environment, preparing them for a lifetime of enjoyment of the game. 7. Facilities: Dede Cusimano Golf Academy, at its own expense will furnish teaching aids, instructional software, cameras, and stands for use in its instructional activities. The Academy may store such equipment upon the premises in a secure location provided by Aspen Golf Club. Dede Cusimano Golf Academy may use Aspen Golf Club golf carts for transportation of equipment and clients to and from the Practice Facilities. Care will Agreement Professional Services Page 1 1 be taken to ensure minimal usage of carts at all times. The priority of use will always be granted to Aspen Golf Club patrons. Aspen Golf Club shall provide unlimited range balls, table, and chairs for Golf School or Academy instructional use on the Practice Facilities. Maintenance of driving range turf will be maintained by Aspen Golf Club. If needed, due to weather, mats will be provided if turf area is not open. Instructional area on Aspen Golf Club driving range will consist between one to six stalls for students who are either taking private golf instruction or attending Golf School. Teaching area will be roped off with professional signage designating Golf Academy usage. Signage will be provided by Dede Cusimano Golf Academy. Rental golf clubs will be provided by Aspen Golf Club for students to use during golf instruction. Good for clients as it will be equipment sales for the Golf Shop. 8. Marketing: Market strategy is based on becoming a viable choice for people looking for a place to practice every aspect of their golf game in the Roaring Fork Valley. The three target market segments Dede Cusimano Golf Academy is focusing on are families, adults, and schools. Golf is becoming increasing popular with families who want to learn to play golf. We will have programs in place to meet the needs of families wanting to learn the game of golf. Our Golf Academy and School will appeal to adults of all levels who want a quality place to take a golf school or private lessons. Dede Cusimano Golf Academy will also build relationships will local hotels, such as The Jerome, Little Nell, St. Regis, and businesses within the valley to bring their clients for golf instructional needs. The marketing objective is to actively support continued growth and profitability through ,effective implementation of the strategy. Effective communication including web site, brochures in Golf Shop, signage, and newspaper articles are effective in marketing for the Golf School. Dede Cusimano will bring clients from the Palm Springs area, where she is the Director of Instruction at Rancho La Quinta Country Club, La Quinta, California. 9. Operations: a) Dede Cusimano Golf Acadeny will operate from May 1St to September 31St, Monday—Sunday, 8:OOam to 7:OOpm. b) All Academy staff will be dressed in a professional appearance. Female professionals must wear slacks,culottes, walking shorts, or golf skirts which constitute acceptable clothing worn by women in connection with participation in professional golf tournaments. Make professionals must wear slacks, shirts tucked in at all times, and shall not wear shorts anywhere on club property. Jeans are not considered slacks. Hair must be groomed to a professional appearance. Agreement Professional Services Page 12 C) Academy staff will wear logo golf shirts that are provided by the Dede Cusimano Golf Academy. If logo golf shirts are not worn,then name tag will be visible for patrons to recognize. d) All lessons, golf schools, and clinics will be instructed in the designated "Teaching Area" at the Aspen Golf Club practice range. If clinics are at a capacity,then additional space may be needed on the range to accommodate students. e) Aspen Golf Club professionals will be used in conjunction with Dede Cusimano Golf Acadeny professionals to help conduct weekly golf clinics and schools. It is an important element that all professional work together to help elevate the Aspen Golf Club lesson program. 10. Lesson and Golf School Rates: Academy Rates: Pass Holder Non Pass Holder Individual Private Lesson: 1 hour $135 $150 Individual Private Lesson; '/2 hour $ 80 $ 85 Juniors: %hour $ 50 $ 80 Semi-Private Lesson(2 students) $170 (per person) $180 Clinics $ 25 (per person) $ 30 (per person) regularly scheduled clinics provide students with professional instruction in a group environment. Instructors cover a variety of topics such as full swing with a mid- iron, chipping and pitching, or putting. Nine-hole Playing Lesson $250(per person) $325 (per person) Lesson packages will be available. Golf School Rates: Pass Holder Non Pass Holder One-Day Golf School $500 $700 (6 hours of instruction) Two-Day Golf School $1,000 $1,400 (12 hours of instruction) Short Game School $250 $300 (3 hours) Agreement Professional Services Page 13 Dede Cusimano Golf Academy combine the best of individual instruction with advanced training technologies including FlightScope. Our intensive one or two-say programs are designed to give you help in the full swing and short game. In the afternoon, nine hold instruction with our LGPA or PGA professional on the award- winning Aspen Golf Club golf course. Lunch will be in the Red Mountain Grill restaurant. Golf School student ratio is: 3 to 1 for more personalized instruction. 11. Contract Term: The contract term begins November 1, 2019 through October 31, 2022 with one option to renew for an additional two(2)years upon the mutual agreement of the parties. 12. This contract may be amended in the future with the consent of both parties. Agreement Professional Services Page 14 EXHIBIT B: Compensation All golf equipment proceeds sold through the Academy, LLC will go to the Aspen Golf Club. Private lesson revenue will be 90% for Dede Cusimano Golf Academy and 10%to the City of Aspen. Private lesson revenue for Jack Small, PGA Professional, shall be 80% for Jack Small, 10% to City of Aspen and 10%to Dede Cusimano Golf Academy, LLC. Agreement Professional Services Page 15