memorandum to: city council purpose

MEMORANDUM

TO: City Council

FROM: Alfred D. Lott, City Manager

SUBJECT: Bowie Golf Course Management, Consideration of Emerald Agreement

DATE: September 30, 2021

PURPOSE

To obtain council decision on the best and final agreement presented by Emerald Golf Management to the City of Bowie and to obtain direction for next steps if the agreement is not accepted by the City Council.

BACKGROUND

On July 14, 2021 the City Council directed staff to begin negotiations with Emerald Golf Management along the terms and conditions and guidelines set forth in their closed meeting. City staff prepared a draft agreement per the City Council direction to secure golf management services in advance of the existing golf course lease expiring on September 30, 2021 after 40 years, and the owners of Bowie Golf Management ceasing operation of the business.

Since the Emerald proposal did not address all of the significant goals of the City’s Request for Proposals the City sought to establish a management arrangement with the company. After the City presented its draft agreement to Emerald, the City received a revised agreement draft from Emerald which rejected all of the provisions sought by the City Council. Emerald’s revised proposal reflected the sample agreement they included with their response to the Request for Proposals, and included numerous new provisions which were less favorable to the City than their original proposal.

After limited back and forth between the City and Emerald, the City was presented with a ‘best and final’ offer from Emerald Golf Management on September 23, 2021. Their final offer still does not include the majority of terms sought by the City of Bowie and retains conditions less favorable to the City of Bowie than what was originally provided in their response to the RFP.

COURSE STATUS

With the end of the Bowie Golf Management lease, City staff has been following City Council direction to close out the current lease. The City has been working with BGM to transfer utilities and services to the City of Bowie. The City has acquired personal property of Bowie Golf

Management including maintenance equipment and a supply of golf carts. The City has arranged for interim maintenance of the grounds until a long term solution can be put into place. The course will be closed to play while a transition is established to new management. People interested in receiving updates on the status of the golf course may send an email to [email protected], to be added to an email list for future updates.

RECOMMENDATIONS

1. Since the ‘best and final’ proposal from Emerald does not meet the conditions sought by the City, staff recommends the City Council vote to reject the Emerald proposal.

2. The City of Bowie desires to maintain golf as a recreational amenity. To maintain golf in the City, staff recommends undertaking one of three feasible options below.

a. Direct the City Manager to negotiate a Golf Management Agreement with another professional golf management firm,

b. Direct the City Manager to solicit new proposals for management of the City’s golf course, or

c. Direct the City Manager to develop a budget, hire staff, and work toward City management of the golf course.

mailto:[email protected]

Emerald Golf Management, LLC Making Golf Affordable

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EMERALD Lease Agreement Page 1 of 23

BOWIE GOLF CLUB

GROUND LEASE OF PROPERTY AND MANAGEMENT, OPERATION, CAPITAL

IMPROVEMENTS & MAINTENANCE OF A PUBLIC GOLF COURSE

AGREEMENT PROPOSAL

September 23rd, 2021

Prepared for:

CITY OF BOWIE

15901 EXCALIBUR ROAD

BOWIE MARYLAND 20716

Prepared by:

Emerald Golf Management, LLC

North Oak Professional Park

3002 Mitchellville Road

Bowie, Maryland 20716

CONTRACT ADMINISTRATION SOURCE:

Shirley Fletcher, President

John Huber, Vice President

(O): (301) 218-2242

(C): (240) 355-1638

Fax: (301) 218-2265

E-mail: [email protected], [email protected]

Business Size: Small Disadvantaged Business, Minority-Owned, Women-Owned

This proposal is firm for a period of 60 days from the date of receipt thereof by the City of Bowie.




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Table of Contents

LEASE AGREEMENT .................................................................................................................................... 3 1. RECITALS ................................................................................................................................................... 3

2. SCOPE OF SERVICES ................................................................................................................................ 3 3. TERM LEASE .............................................................................................................................................. 3 4. BUSINESS LICENSE .................................................................................................................................. 3 5. STATUS OF CONTRACTOR ..................................................................................................................... 4 6. DUTIES AND SERVICES TO BE PROVIDED BY CONTRACTOR ...................................................... 4

7. SERVICES AND FACILITIES TO BE PROVIDED BY EGM, LLC ........................................................ 7

8. PROFESSIONAL STANDARDS APPLICABLE TO GOLF PROFESSIONAL ....................................... 7 9. MARKETING AND ADVERTISING ......................................................................................................... 7

10. HOURS OF OPERATIONS ....................................................................................................................... 7

11. ESTABLISHMENT OF RATES ................................................................................................................ 8 12. COLLECTIONS OF RECEIPTS AND ACCOUNTING........................................................................... 8

13. EMPLOYEES ............................................................................................................................................. 9 14. UTILITIES .................................................................................................................................................. 9 15. ENERGY CONSERVATION .................................................................................................................... 9

16. FIXTURES ................................................................................................................................................. 9 17. PREFERENTIAL TREATMENT FORBIDDEN ...................................................................................... 9

18. RELATIONSHIP WITH CITY OF BOWIE, COOPERATION ................................................................ 9 19. CONTRACT OF LEASE ......................................................................................................................... 10 20. CONTRACT OF LEASE EXTENSION CLAUSE ................................................................................. 10

21. CAPITAL & EQUIPMENT EXPENDITURES. ...................................................................................... 10

21.1 INSURANCE REQUIREMENTS, DAMAGE AND RESTORATION ................................................ 11 22. PROPERTY INSURANCE ...................................................................................................................... 11 23. HAZARDOUS SUBSTANCES AND MATERIALS .............................................................................. 12

24. CONTRACTOR'S USE AND POSSESSION OF PREMISES ............................................................... 12 25. INDEMNIFICATION AND LIABILITY ................................................................................................ 13

26. CONFIDENTIALITY............................................................................................................................... 14 27. GENERAL PROVISIONS ....................................................................................................................... 15 28. ALTERATIONS AND IMPROVEMENTS BY EGM, LLC ................................................................... 17 29. OWNERSHIP OF IMPROVEMENTS .................................................................................................... 17 30. LICENSES AND PERMITS .................................................................................................................... 18

31. DEFAULT AND REMEDIES .................................................................................................................. 18

32. TERMINATION AND CANCELLATION ............................................................................................. 19

33. NONDISCRIMINATION......................................................................................................................... 21 34. THIRD PARTY RIGHTS ......................................................................................................................... 21 35. EXCLUSIVE ............................................................................................................................................ 21 36. NOTICES .................................................................................................................................................. 21 37. NOTICE TO PROCEED .......................................................................................................................... 22

38. EXTENSION OF SERVICES .................................................................................................................. 22 39. REOPENER .............................................................................................................................................. 22 40. GOVERNING LAW ................................................................................................................................. 22

41. DRAFTING PRESUMPTION.................................................................................................................. 22


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LEASE AGREEMENT

AGREEMENT FOR LEASE AND

PROFESSIONAL OPERATION AND MANAGEMENT SERVICES

AT BOWIE GOLF CLUB

This Professional Operations and Management Services AGREEMENT (the "Agreement") is entered into

this __ day of _____, 2021, by and between the City of Bowie, of the State of Maryland (LESSOR), and

EMERALD GOLF MANAGEMENT, LLC (LESSEE).

WITNESSETH

1. RECITALS

The City of Bowie requires certain golf operation and management services be performed, and the EGM,

LLC represents that it is qualified, equipped, staffed, ready, willing, and able to perform and render such

services as shall be necessary, required, or desired, for and on behalf of the City of Bowie.

2. SCOPE OF SERVICES

During the term of this Agreement, EGM, LLC will have exclusive right, license, and lease at the Bowie

Golf Club (the “Golf Course") to operate and manage all parts of the golf course. To operate and manage

Golf Course as EGM, LLC deems appropriate by implementing all policies and procedures and to perform

any act deemed necessary or desirable for the operation and management of Golf Course; maintain all the

golf course property, operate, manage and supervise daily play, golf shop, food and beverages service,

driving range and putting practice greens, maintenance facilities, club house and infrastructure on the

property; provide lessons, choose and maintain all play and maintenance equipment, advertise and promote

public play and the sale of merchandise and services.

3. TERM LEASE

This Agreement will be for a period of one (1) year, Beginning October 1st, 2021 through September 30th,

2022 with the option to extend an additional five (5) years, beginning October 1st, 2022 through September

30th 2027. Consideration for renewal will include, but not be limited to, EGM, LLC satisfactorily

performing professional golf operation and management services herein described, receiving rating of

satisfactory-or-above on all evaluations and achieving the performance benchmarks as stated herein.

4. BUSINESS LICENSE

EGM, LLC will obtain or have in possession all required business licenses prior to

commencing performance on this Agreement, subject to the City’s timely return of Agreement for EGM,

LLC to acquire such licenses.


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5. STATUS OF CONTRACTOR

EGM, LLC will have the status of an "Independent Contractor" as defined by the State of Maryland and will

not be entitled to any of the rights, privileges, benefits, and emoluments of either an officer or employee of

the City of Bowie.

6. DUTIES AND SERVICES TO BE PROVIDED BY CONTRACTOR

EGM, LLC, it’s PGA certified Professional Golfer(s), employee(s) and staff will perform all duties in

accordance with the best interest of the City of Bowie and the Bowie Golf Club, subject to the direction and

authority of the President and Vice President of EGM, LLC.

6.1 EGM, LLC will operate, manage, and maintain the manner in a safe and efficient manner in

accordance with established policies. Such operation and management will include, without

limitation, the collection of fees, regulation of play, conduct of persons on course, enforcement of

the rules and regulations of course, and soliciting and coordinating tournaments. Operate, manage,

and maintain a satisfactory golf shop in a professional, up-to-date manner to include, but not limited

to, sales, rental, and repair of golf equipment, clothing, and accessories. Stock and maintain an

inventory of related merchandise, supplies and equipment in keeping with demand. Maintain golf

course property including clubhouse, maintenance buildings, and all infrastructures of the property,

at minimum, to the levels of maintenance within the golf course operation, maintenance and

performance standards as proposed by EGM, LLC.

6.2 EGM, LLC has sole right to operate and manage all food and beverage concessions, or to enter

into separate management agreements for their operation.

6.2.1 EGM, LLC is to be responsible for providing and meeting all necessary permits, fees,

rules, and regulations for the sale of food or beverages and must maintain an “A” rating as

designated by the local health authority.

6.2.2 EGM, LLC may keep upon the premise’s machines used for vending of goods, wares,

or merchandise.

6.3 EGM, LLC will determine all personnel requirements, recruitment schedules and compensation

levels and will employ, train, promote, discharge, and supervise all personnel performing services in

and about the golf course. Professional and all staff will be required to dress appropriately for public

employment.

6.4. EGM, LLC will have the right and responsibility, subject to limitations set for below, to

establish all fees, including, but not limited to, green fees, cart fees, driving range fees, annual

passes, play tickets, tournament fees, merchandise, lessons, and all other charges associated with

operation of the golf course.

6.5 EGM, LLC and staff will be responsible for all reports, and other pertinent information to be

delivered to the President, Vice President, Director of Golf Operations, or designee a minimum of

monthly/quarterly/annual, by paper or electronic means of delivery audited.


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6.6 All exterior view signage must be approved by the President and Director of Golf Operations.

All interior signs will be computer or print generated (no handwritten signs) and will be neatly and

prominently displayed.

6.7 EGM, LLC and staff will park only in areas designated by the President and Director of Golf

Operations.

6.8 EGM, LLC will establish accounting, cash collection and payroll procedures in compliance with

generally accepted accounting principles with regards to the "Collection of Receipts and

Accounting" as it pertains to this agreement.

6.9 Provide lessons and instructions in golf by a teaching professional. EGM, LLC will also provide

all other services customarily provided by a golf professional in accordance with demand.

6.10 Operate, manage, and supervise the use of the driving range and all putting practice greens

adjoining said course and control and regulate their use in such a manner as to eliminate or prevent

hazards or dangers to any person.

6.10.1 Furnish all equipment necessary for the suitable operation of the driving range,

including practice golf balls and mats for use by persons who are entitled to use the driving

range.

6.10.2 Provide and maintain daily equipment, including mats, golf balls, token machines,

yardage markers, for the driving range. Tee area will be of a quality and quality acceptable to

the Director of Golf Operation or designee. Any deficiencies will be noticed to EGM, LLC in

writing and will be corrected immediately or, in the case of replacement of equipment or golf

balls, within thirty (30) days.

6.11 Provide and supervise all starter and player activity functions, collect green fees and coordinate

player starts, and furnish suitable and qualified personnel in adequate number to insure efficient

performance of such duties.

6.11.1 Effectively advertise, market, and promote public and tournament play at golf course

and the sale of golf-related merchandise and services.

6.12 Furnish and maintain proper facilities, equipment, and devices for the minor repair of golf

equipment.

6.13 Provide, maintain, and make available to the public at reasonable rental fees an adequate supply

of all equipment necessary to play the game of golf including without limitation, golf clubs and

power-driven golf carts. All carts will be use consecutively pre-numbered and maintained in good

operating condition. The exterior and interior of all carts will be maintained in a clean condition.

6.14 Assume full responsibility and expense for all electric, gas and water utilities and repairs,

sewer, garbage, telephone service and repairs, intrusion alarm monitoring and repair, cable, electrical

or gas cart service, rental lockers, and maintenance of all cart storage areas.


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6.15 Provide all portable display platforms, signs, equipment and/or devices for the purpose of

advertising or demonstrating the services, merchandise and/or equipment for sale or rent in the pro

shop.

6.16 Maintain stocks of golf merchandise, golf supplies and equipment in keeping with the demand.

6.17 Coordinate with volunteers, Men’s and Women’s Clubs, community organizations, junior and

golf development programs, and promote youth and senior golf opportunities to enhance golf

programs and customer service offerings.

6.18 Promptly pay all taxes imposed by local, state, or federal government, utility bills, merchant

invoices, and all other liabilities with respect to its operation of the Bowie Golf Club golf course.

6.19 Comply with all applicable ordinances, laws, rules, and regulations of the county, city, state,

and federal government; and any political subdivision or agency, authority or commission thereof,

which may have jurisdiction to pass laws, ordinances, or make and enforce rules or regulations with

respect to the operations of the golf course, including but without limiting the generality of the

foregoing, such rules and regulations of the City of Bowie as are consistent with the rights herein

granted to EGM, LLC.

6.20 Operate and manage golf course on EGM, LLC's own credit and hold harmless the City of

Bowie from all claims, demands or liability on account thereof. The City of Bowie will not be

responsible for any debts incurred by the EGM, LLC in the performance of any resulting agreement.

6.21 Provide and maintain a golf driving range.

6.22 Maintain all golf course holes, landscape and planted areas which are part of the golf course.

6.23 Provide such signs and posters it will deem necessary for public safety and convenience.

6.24 Provide scorecards, starting sheets, reservation sheets and all other items incidental to business

on the golf course.

6.25 EGM, LLC will have sole right to operate all food and beverage concessions, including vending

machines, or to enter into a separate management agreement for their operation.

6.26 Maintain parking areas for the use of the public.

6.27 Maintain the course to acceptable professional turf maintenance standards, realizing quality of

the course maintenance is especially important to overall operation.

6.28 Maintain all facilities located on the real property that constitutes the Bowie Golf Club golf

course in good repair and function, including without limitation, the club house maintenance

buildings and yard; irrigation system, including filters, and pumping facilities. EGM, LLC is

responsible for all minor repairs and maintaining all improvements and modifications to the Bowie


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Golf Club golf course that EGM, LLC has installed or caused to be installed. Repairs or

improvements made by EGM, LLC will be subject to the provisions with said agreement.

6.29 Provide all janitorial services and equipment to all areas of the Bowie Golf Club golf course.

6.30 Maintain irrigation facility, including without limitation, debris removal from pond, water

delivery system; fencing; and weed removal inside the Bowie Golf Club golf course.

7. SERVICES AND FACILITIES TO BE PROVIDED BY EGM, LLC

7.1 Keep and maintain major structures of the clubhouse, and maintenance shops in a good state of

repair. “Major" maintenance or repair with respect to the clubhouse and/or maintenance buildings,

includes roof, HVAC, and street to building sewer, gas and water lines will be repaired or

maintained by the City of Bowie.

8. PROFESSIONAL STANDARDS APPLICABLE TO GOLF PROFESSIONAL

Golf Professionals hired by EGM, LLC are required to maintain the status of a Professional Golf

Association (PGA) certified Class A Professional during the term of this Agreement, a Golf Course

Superintendents of America (GCSA) certification, and any renewals thereto.

9. MARKETING AND ADVERTISING

EGM, LLC is responsible for effectively advertising, marketing, and promoting public and tournament play

at the Bowie Golf Club and the sale of golf related merchandise and services.

9.1 After the first year of this Agreement, EGM, LLC will, on or before January 31st of each year

during the term of this Agreement, submit to the City of Bowie monthly/quarterly/annual financial

reports for the Bowie Golf Club audited.

9.2 EGM, LLC is aware that this is a public golf course, and as such, is expected to use discretion in

the choice of advertising and marketing to ensure its appropriateness.

10. HOURS OF OPERATIONS

EGM, LLC will devote adequate staff and personal attention to operate and manage a modern and efficient

golf course.

10.1 The pro shop, driving range and food and beverage services will be kept open whenever course is open

for play.

10.2 EGM, LLC will determine the annual schedule hour during the year (weather permitting) when the

Bowie Golf Club will be open for play. EGM, LLC is responsible for opening and closing security gates.

EGM, LLC is responsible for the security of Golf Course facilities and assets during it is closed.

10.3 EGM, LLC or assistant will be available at all such scheduled times to give lessons and instructions in

golf and to serve the public.


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11. ESTABLISHMENT OF RATES

l1.l EGM, LLC will determine green fee rates. The green fee rates will be reflective of, and comparable with

respect to (1) quality of physical improvements, and (2) maintenance standards ("Comparable Golf

Courses”).

12. COLLECTIONS OF RECEIPTS AND ACCOUNTING

The following apply to EGM, LLC and all management or service subcontractors. EGM, LLC is responsible

for ensuring any management or service subcontractors adhere to the following:

12.l Definitions: The term "green fees" will be defined as all revenue collected from daily regular green

fees, ticket and annual discounted fees, advance reservation fees, or other categories of revenue which may

be established by EGM, LLC. A tournament" is defined as any group of more than twelve (12) wishing to

have “blocked” or pre-designated tee or start times, including “shotgun” starts. Tournament revenues are a

part of “green fees", however their revenues are to be collected and reported separately as “Tournament

Revenues". Tournament rounds of play are to be accounted for on the day of play.

12.1.l “Ticket and annual” fees include any fee which entitles a person to use the Bowie Golf Club

Course, exclusive of tournament play.

12.2 EGM, LLC shall establish cash collection and payroll procedures in compliance with generally

accepted accounting principles; train and monitor all staffing in the appropriate cash handling practices;

always monitor and ensure the safety of all monetary exchanges; adhere to accepted credit card and other

personal information security standards; limit the amount of cash and cash equivalences on site through

regular banking procedures.

12.3 EGM, LLC will submit to the City of Bowie, monthly/quarterly/annual financial reports audited.

12.3.1 EGM, LLC will be responsible for and explain any overages or shortages for the period.

12.4 EGM, LLC will establish and maintain complete books of accounts and other records showing all

business transacted in connection with the operation of the Bowie Golf Club in compliance with generally

accepted accounting principles.

12.5 EGM, LLC agrees to install and maintain a system of accounts that reports will be generated to provide

to the City of Bowie.

12.5.1 EGM, LLC will be responsible for retaining all financial records for a minimum of seven (7)

years.

12.6 EGM, LLC and designated staff will be fully trained for proficient and routinely use, as a standard

administrative practice of the Bowie Golf Club Course operations, a point of sale (POS) system. The point

of sale (POS) system will be implemented for use on October 1st, 2021.


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12.7 EGM, LLC and any management or service subcontractors will use either a calendar year, January 1st

through December 31st, or fiscal year, as the established accounting period. EGM, LLC's accountant and/or

bookkeeper must conform to the schedule.

13. EMPLOYEES

EGM, LLC will employ, at their own expense, such staff as necessary and manage Golf Course in an

efficient, professional, and orderly manner.

14. UTILITIES

14.1 EGM, LLC will be responsible for assuming full responsibility for all electric, gas and water utilities

and repairs, sewer, garbage, telephone service and repairs, intrusion alarm monitoring and repair, cable TV,

and water.

15. ENERGY CONSERVATION

EGM, LLC will make every effort to conserve energy, whenever and wherever possible, including, but not

limited to, the water, cooling, heating, and lighting of areas to conduct business during operating hours or

maintain security.

16. FIXTURES

16.l Any fixtures or items permanently attached to the clubhouse at the Bowie Golf Club in connection with

the operation of the pro shop will become the property of the City of Bowie upon termination of this

Agreement.

16.2 Upon expiration or termination of this Agreement, EGM will quit and surrender the premises under

their control, including permanent fixtures attached thereto and personal property of the City of Bowie, to

the City in as good condition as at the date of the execution of this Agreement, ordinary wear and tear

accepted.

17. PREFERENTIAL TREATMENT FORBIDDEN

17.1 EGM, LLC will not grant any preferential treatment to any individual or group of as authorized by the

rules and regulations pertaining to the Golf Course.

17.2 EGM, LLC will not issue any complimentary privileges without written consent of Director.

18. RELATIONSHIP WITH CITY OF BOWIE, COOPERATION

EGM, LLC will be accountable in all its operations to the Director or designee. City of Bowie recognizes

and acknowledges that EGM, LLC will need the assistance and cooperation of City of Bowie to properly

perform and fulfill Contractor's covenants and obligations under this Agreement. Therefore, City of Bowie

agrees it will execute such documents and do such further acts and things as EGM, LLC reasonably requests

to assist EGM, LLC in fulfilling its obligations under this Agreement. City of Bowie further agrees it will

designate a specific officer or agent having appropriate experience and authority whose responsibility it is to


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work with Contactor in assuring that EGM, LLC obtains the full cooperation and assistance of the City,

subject to the terms of this Agreement and all applicable laws.

18.l EGM, LLC will also cooperate with other City of Bowie Departments.

19. CONTRACT OF LEASE

It is understood and agreed that the Golf Course is leased to EGM, LLC, that EGM is the lessee thereof; that

EGM have right to occupy and operate the same, as granted herein, will continue only so long as each and

all undertakings, provisions, covenants, agreements, stipulations, and conditions herein contained are strictly

complied with. The Lease agreement will adhere to the following terms and conditions:

1st – 1-Year Lease Term, Base:

1st year – no lease payments, due to capital improvements.

2nd – 5-Year Lease Term, Option to Extend:

2nd year – no lease payments, due to capital improvements.

3rd year – no lease payments, due to capital improvements.

4th year – $2,000 monthly lease payments.



2nd – 5-Year Lease Term, Option to Extend:




10th year- $4,000 monthly lease payments.

11th year- $4,000 monthly lease payments.

20. CONTRACT OF LEASE EXTENSION CLAUSE

It is understood and agreed that the City of Bowie and EGM, LLC upon mutual agreement may negotiate an

extension to include multiple 5-Year Lease options to extend past the initial 10-year agreement up to and

including a limit of 30 years.

21. CAPITAL & EQUIPMENT EXPENDITURES.

The cost of all Capital Improvements shall be deemed to include any items purchased in connection with the

operation of the Course which:

A. Has an economic useful life in excess of one (1) year, and

B. Has a cost in excess of two thousand five hundred dollars ($2,500).


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All Capital Expenditures for Capital Improvements shall be the responsibility of the City and all decisions

as to whether or not to undertake any capital improvements projects or otherwise in respect of any capital

improvements shall be made by EGM, LLC in consultation with the City.

All equipment purchased from BGM , prior to this agreement, shall be the responsibility of the City and all

decisions as to whether or not to purchase or lease any other additional equipment shall be made by EGM,

LLC. Upon the expiration, termination, or default of this Agreement, title to all permanent equipment on the

premises will be vested to the City of Bowie.

21.1 INSURANCE REQUIREMENTS, DAMAGE AND RESTORATION

EGM, LLC shall secure and maintain a separate general liability, crime, D&O, and workman’s

compensation, and disability insurance coverage for the Course as set forth, provided EGM, LLC has

continued access and control of the property constituting the Bowie Golf Course. These coverages, limits

and deductibles set forth in, are subject to change each policy year. EGM, LLC shall provide written notice

to the City of Bowie in the event of a coverage, limit, and/or deductible change. In no event shall liability

insurance be less than $1M per occurrence, $2M aggregate and $5M umbrella coverage.

The EGM, LLC shall be liable for the payment of the premiums of said insurance for so long as EGM shall

lease the Bowie Golf Course during the term of this Agreement. The coverage shall be terminated upon

termination of the Agreement.

Such policies shall name EGM, LLC, the City of Bowie, and any applicable third parties as additional

insureds under such policies. The policy shall also state that the coverage provided to EGM, LLC and the

City of Bowie shall be primary and non-contributory All insurance policies required hereunder shall contain

a provision requiring the insurer to notify EGM, LLC, the City, and other named insureds at least thirty (30)

days in advance of any cancellation or termination of such policy and satisfactory waiver of subrogation

provisions. EGM’s secured coverages shall not include D&O coverage for the City. Except as provided for

elsewhere in this Paragraph, EGM shall be responsible for securing and maintaining all of the insurance

policies required hereunder, provided, however, that EGM shall have obligation to pay such premiums from

its own funds. EGM shall obtain competitive bids for the coverage each year. EGM contemplates that it will

secure such insurance as a part of a blanket policy; These coverages, limits and deductibles are subject to

change each policy year. In no event shall liability insurance be less than $1M per occurrence, $2M

aggregate and $5M umbrella coverage. EGM shall provide written notice to the City in the event of a

coverage, limit, and/or deductible change. The premiums for any and all such policies shall be paid from the

Operating Account hereof or by the City in the event there is insufficient Working Capital available.

22. PROPERTY INSURANCE

City of Bowie may, at its option, secure and maintain insurance covering damage to its property. Any such

insurance will be for the sole benefit of the City of Bowie and EGM, LLC.

22.1 EGM, LLC will secure insurance covering its property at its own expense and will secure and maintain

such insurance as is necessary to protect against any claim for damage to private property, including golf

carts which are stored at the course, in accordance with the requirements stated in this Agreement.


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23. HAZARDOUS SUBSTANCES AND MATERIALS

23.1 EGM, LLC will maintain on-site, Material Safety defined and prescribed by any other applicable

requirements and laws, regulations, for all hazardous substances purchased by EGM, LLC for use under this

Agreement.

23.2 EGM, LLC will apprise personnel of the hazards to which they may be exposed in using, handling,

transporting, or disposing of hazardous substances, and to obtain medical treatment for those who may be

affected the substance.

23.3 EGM, LLC will immediately report all spills of hazardous substances to appropriate authorities.

24. CONTRACTOR'S USE AND POSSESSION OF PREMISES

24.1 The Golf Course premises, and all other improvements thereon will be used by EGM, LLC to provide

professional golf services. It is understood and agreed that the said premises will be used by EGM during

the term of this Agreement only for the above stated purposes and for the direct ancillary uses and for no

other purposes or uses whatsoever.

24.1.1 The effective date of this agreement is October 1st, 2021. EGM, LLC, and the City of Bowie

will work on a mutually agreeable transition plan for golf operations prior to the beginning of this

license term.

24.2 EGM shall not make or permit any use of the said premises which, directly or indirectly, is forbidden

by public law, ordinance or government regulation which may be dangerous to life, limb, or property. EGM

will not commit waste on the premises, use the premises for any illegal purpose, or permit a nuisance on the

premises.

24.3 Quiet Enjoyment

Subject only to the terms of this Agreement, so long as EGM, LLC complies with its obligations under this

Agreement, City of Bowie will secure to EGM, LLC the quiet and peaceful enjoyment of the Premises and

the sole and exclusive possession of the Premises without objection or interference from City of Bowie or

any party claiming under County.

24.4 FORCE MAJEURE; CONDEMNATION; FIRE AND OTHER CASUALTY

If all or any portion of the Bowie Golf Course is destroyed by fire, flood, high winds, or other casualty, or

taken by eminent domain, such damage, destruction, or condemnation shall not be a cause for termination

hereunder by either party unless such damage or destruction results in the whole or a substantial part of the

Bowie Golf Course being unusable for its intended purpose for a period of one year or longer or, in the case

of such total or substantial damage or destruction, the City shall decide not to (i) cause the Borrower, while

the Borrower is the City of the Course, to rebuild the damaged portion of the Course, or (ii) if the city is still

the appointed the City, rebuild the damaged portion of the Course, then in any such event, this Agreement

shall terminate on written notice from the City to EGM, LLC of such termination and neither party shall

have any further rights or obligations hereunder. Notwithstanding the foregoing, if:


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24.4.1 As a result of any damage or destruction to, or condemnation of, any part of the Course, or

24.4.2 Otherwise due to causes beyond EGM, LLC reasonable control (and so long as EGM uses all

reasonable diligence to cure such inability), EGM shall be unable to perform its obligations hereunder in

respect of the operation of the Course, the City and EGM shall use their mutual best efforts to agree upon an

amendment, including, without limitation, the working capital provisions thereof, to allow payment of

necessary Course expenses (including, without limitation, Course employee expenses) until such damage or

destruction is repaired or such inability is cured and, if the parties are unable to agree on such an amendment

within twenty (20) business days after EGM shall have given the City notice of the occurrence of such

event, EGM shall have the right to terminate this Agreement by notice to the City of such termination and

neither party shall have any further rights or obligations hereunder. In the event of a force majeure, there is

no Cancellation Fee or Termination Fee due to EGM.

24.4.3 State of Emergency: In the event that there is a state of emergency declared by any governmental

agency which impacts the operations of The Bowie Golf Course, including but not limited to, the Federal

Government, State of Maryland, county, or local municipality, which results in the suspension of operations

or the prohibition of use of the premises due to a state of emergency, then the obligations of the parties to

this Agreement shall be suspended with no penalty and the monthly Lease Fee shall be revised to reflect the

reduction in scope of services.

25. INDEMNIFICATION AND LIABILITY

Indemnity:

25.1 Emerald will defend, indemnify and hold the City harmless from and against any claims, losses,

expenses, costs, suits, actions, proceedings, demands or liabilities that are asserted against, or sustained or

incurred by the City, including without limitation, court costs and reasonable attorneys’ fees, incurred by the

City because of the negligence or willful misconduct of Emerald or its officers, employees, invitees, agents

or contractors and because of Emerald’s breach of this Agreement as well as all other matters arising out of

Emerald’s activities undertaken under this Agreement.

25.2 To the fullest extent permitted by law, the City will defend, indemnify, and hold Emerald harmless,

from and against any and all liability, loss, cost, damage, penalties, claims, causes of action, proceedings and

expense, including without limitation, court costs and reasonable attorneys’ fees, incurred by Emerald or

imposed on Emerald by reason of the sole negligence of the City or its officers or employees related to the

performance of the City’s duties under this Agreement.

25.3 Recovery upon an indemnity contained in this Agreement shall be reduced dollar-for-dollar by any

applicable insurance collected by the party demanding indemnification. The scope of all indemnities

contained in this Agreement includes any and all costs and expenses, including reasonable attorney fees and

costs, properly incurred in connection with any proceedings to defend any indemnified claim, or to enforce

the indemnity, or both. All indemnification obligations under this Agreement shall survive the expiration or

any termination of this Agreement.


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Legal Actions:

Legal counsel for Emerald and the City shall cooperate in the defense or prosecution of any action pertaining

to the Course. Emerald shall not institute or defend any legal action or retain counsel affecting the Course

without the City’s consent. Emerald shall forward all legal notices or notices of a financial nature that relate to

the Course, to the City at the address listed. Emerald shall advise and assist the City in instituting or

defending, as the case may be, in the name of the Course, the City, and/or Emerald, but in any event

expressly as a Course expense, all actions arising out of the operation of the Course, and any and all legal

actions or proceedings to collect charges, third party payments, rents, or other incomes for Emerald, the City,

or the Course, or to lawfully evict or dispossess tenants or other persons in possession there under, or to

lawfully cancel, modify, or terminate any lease, license, or concession agreement in the event of default thereof,

or to defend any action brought against the City, unless otherwise directed by the City. Emerald shall assist

the City to take the acts necessary to protect or litigate to a final decision in any appropriate court or forum, as

a Course expense, and any violation, order, rule, or regulation affecting the Course.

Choice of Law and Venue:

This Agreement shall be interpreted in accordance with the laws of the State of Maryland. Any suit to

enforce the terms hereof or for damages or other remedy for breach or anticipated breach hereof shall be

brought exclusively in the courts of the State of Maryland for Prince George’s County and the parties

expressly acknowledge that venue is proper therein and consent to the jurisdiction thereof and waive any

right that they may otherwise have to bring such action in or transfer or remove such suit to the courts of any

other jurisdiction.

Liability of EGM, LLC, and the City of Bowie:

Emerald shall not be responsible for the acts or omissions of any of the City’s other contractors or any

subcontractor, or any employees of the City, or any persons representing the City performing any services for

or in connection with the Course, or any consultants or other persons engaged by the City with respect

thereto, unless Emerald is supervising, or should be supervising the same, or Emerald has negligently given

a direction or information to the contractor or subcontractor or negligently failed to do so.

26. CONFIDENTIALITY

26.1 Emerald agrees that all information, not publicly available, that is received by it from the City in

connection with this engagement, will be treated confidentially by Emerald, except as required by process of

law or as otherwise requested by the City. In the event Emerald is required to disclose any of such

information pursuant to process of law, Emerald agrees to provide the City with prompt notice so that the

City may seek appropriate remedies, including a protective order. In any event, Emerald and its agents,

representatives, and employees will furnish only that portion of the information that is legally required to be

disclosed.

26.2 The City shall retain exclusive rights to the ownership of all work output hereunder. Work output

includes reports issued pursuant to this Agreement, but excludes, among other things, all working papers of


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Emerald, any correspondence, memoranda, calculations, processes, or notes, that Emerald may have used in

the development of the aforementioned reports or in the performance of any work covered by an

authorization under this Agreement.

27. GENERAL PROVISIONS

Entire Agreement:

This Agreement represents the entire understanding and agreement between the parties with respect to the

subject matter hereof, and supersedes all other negotiations, understandings, and representations (if any)

made by and between such parties.

Written Amendments:

The provisions of this Agreement may only be amended or supplemented in writing signed by both parties.

Further Amendments:

The parties hereby agree from time to time to execute and deliver such further instruments and documents,

and do all such other acts and things, which may be convenient or necessary to carry out the intentions of

the Agreement more effectively and completely.

Compliance with Laws:

EGM shall, at all times, operate, use, and conduct the business of the Course in a lawful manner and in full

compliance with all applicable governmental laws, ordinances, rules and regulations, and maintain all

licenses and permits relating to the Course, with the City’s full cooperation, in full force and effect and

cooperate and endeavor to obtain all licenses and permits first required after the commencement of the term

of this Agreement required in connection with the management, use, and operation of the Course.

Environmental Laws:

The City represents to EGM that no hazardous materials have been released into the environment, or have

been deposited, spilled, discharged, placed or disposed of at or within the Course in violation of any

Environmental Law (as defined below), nor except as expressly disclosed and described by the City to EGM

has the Course 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. the City also represents, to the best of the City’s knowledge, that

there are no underground storage tanks of any nature on the Course (fuel, propane, gas etc.). In addition, the

City, hereby guarantees no knowledge of asbestos-containing products within the Bowie Golf Club.

For the purposes of this Agreement, “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


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affecting the Course, or any licenses and permits of any governmental authorities, from time to time

applicable to the Course or any part thereof regarding hazardous materials.

Binding:

All of the terms and provisions of this Agreement shall be binding and inure to the benefit of the parties and

their respective permitted successors and assigns. This Agreement is solely for the benefit of the parties

hereto and not for the benefit of any third party.

Assignment:

EGM may assign or transfer this Agreement and/or may delegate its duties and obligations under this

Agreement to EGM’S Subsidiary.

Subordination and Estoppel:

This Agreement shall be subject and subordinate at all times to the lien of any mortgage (or any such

instrument providing a security interest) which may now exist or may hereafter be executed in any amount

for which the Course or any portion thereof is specified as security. the City agrees to use its commercially

reasonable best efforts to obtain from Lender a non-disturbance agreement in Lender’s standard form

reasonably acceptable to EGM.

Within ten (10) days of any such written request which the City may make from time to time, EGM shall

execute and deliver to the City a statement in a form reasonably satisfactory to the City certifying that this

Agreement is unmodified and in full force and effect (or if there have been modifications hereto, that this

Agreement is in full force and effect, as modified, and stating the date and nature of such modification), the

date to which the Lease payment have been paid, the fact that there are no current defaults under this

Agreement by the City or EGM, except as specified in EGM’S statement, and such other matters reasonably

requested by the City.

Right to Pledge:

Any provision herein contained to the contrary notwithstanding, the City shall have the right to assign all or

any portion of its right, title and interest in, to and under this Agreement and in and to the Course, by way of

mortgage or security agreement, in order to secure the repayment of construction and/or permanent loans

made for the purpose of financing all or any portion of its costs relating to the acquisition of the Course and

the construction of the golf course, clubhouse and improvements thereon, as well as loans for working

capital provided that the City shall, upon execution of any such mortgage or security agreement, promptly

deliver a true copy of such mortgage or security agreement to EGM. The mortgagee or other secured party,

and their respective assigns, may enforce such mortgage or security agreement and may acquire title to the

Course and the City’s interest under this Agreement in any lawful way, and may take possession of the

encumbered assets, or cause any person having the relationship of an independent contractor to the

mortgagee or secured party to take possession of the encumbered assets, and upon foreclosure thereof (or in

the event of any sale thereof in lieu of foreclosure) may without further consent of EGM sell and assign the

Course, free and clear of this Agreement. The mortgagee or secured party or its assigns and any independent

contractor to the mortgagee or secured party shall be liable to perform the obligations of the City hereunder

only during the period such person has title to the Course and the City’s interest hereunder and this


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Agreement is in effect but in no event shall such person have any responsibility or liability for the payment

of the Termination Fee or the Cancellation Fee.

Notices:

All notices, requests, consents, and other communications required or permitted to be given under this

Agreement shall be in writing; shall be given only by hand delivery during normal business hours, first-class

registered or certified mail, postage prepaid, return receipt requested, or overnight delivery service with

FedEx or United Parcel Service; and shall be addressed to the parties in the manner set forth below. All

notices shall be conclusively deemed to have been properly delivered, (i) upon receipt when hand delivered

successfully during normal business hours, (ii) upon the third (3rd) business day after delivery if the notice

has been deposited in an authorized receptacle of the United States Postal Service as first-class, registered or

certified mail, postage prepaid, with a return receipt requested (provided that the sender has in its possession

the return receipt to prove actual delivery or to prove an address change occurred without proper notice), or

(ii) one

(1) business day after the notice has been deposited with either FedEx or United Parcel Service to be

delivered by overnight delivery (provided that the sending party receives a confirmation of actual

delivery from the courier).

28. ALTERATIONS AND IMPROVEMENTS BY EGM, LLC

EGM, LLC has inspected the premises and hereby accepts the premises in its present “as-is” condition.

EGM will not make any alteration or addition to any portion of the golf course facilities or to any equipment

belonging to the City of Bowie located at the Golf Course without prior written consent of the Director of

Golf Operations. Except as otherwise provided in this Agreement, EGM will, at its sole cost, maintain and

repair the Premises in accordance with the maintenance standards set forth in this Agreement.

28.1 In the event that EGM wishes to make improvements to said real property, it may do so at its own

expense, satisfying statutory and code requirements of applicable governmental entities including the

provisions, if applicable.

28.2 Improvements of EGM, LLC will be solely at Contractor's cost and expense and will be performed in a

good workman-like manner in accordance with sound construction practices and in accordance with

applicable codes and regulations.

29. OWNERSHIP OF IMPROVEMENTS

All improvement, furnishings, and equipment constructed or installed on the premises by the

EGM, LLC will be personal property and Contactor will have legal title thereto during the term of this

Agreement. Upon the expiration, termination, or default of this Agreement, title to all permanent

improvements constructed on the premises will vest in the City of Bowie.

29.1 Title to all supplies, furnishings, inventories, and removable equipment and other personal property not

originally provided by the City of Bowie will remain EGM, LLC’s, and Contractor will have the right to

remove such items from the premises without damaging the premises unless the Contractor is in default


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hereunder. Such items must be removed within Thirty (30) days of expiration of this Agreement or title to

items may be purchased by the City of Bowie.

29.1.1 EGM, LLC will consider any reasonable offer to buy the above items from the City of Bowie

upon expiration or termination of this Agreement.

29.2 If EGM, LLC is in default, all items listed in section 29.1 will automatically vest to the City of Bowie

to offset any real or anticipated damages.

30. LICENSES AND PERMITS

EGM, LLC will pay for all licenses, permits, and fees necessary for EGM, LLC to construct improvements,

if any, and conduct EGM’s business on the premises.

31. DEFAULT AND REMEDIES

The City Default:

The following shall constitute an event of default (“Event of Default”) by the City under this Agreement:

31.1 Failure to timely pay EGM any fees, compensation, or reimbursement due EGM pursuant to this

Agreement.

31.2 Failure to timely provide Initial Funding, Minimum Funds Balance, and/or Working Capital.

31.3 Failure by the City to perform any material obligation set out in this Agreement, including, but not

limited to, failing to consult with EGM regarding budgets or capital improvements and failing to cooperate

in good faith with EGM regarding budgets or capital improvements.

31.4 Assignment by the City for the benefit of its creditors, or becoming a party for more than thirty (30)

days to any voluntary or involuntary insolvency proceedings or bankruptcy proceedings or reorganization;

or

31.5 Interference or lack of cooperation by the City which hinders or renders EGM unable to fulfill its

obligations under this Agreement as objectively determined by EGM.

EGM Default:

The following shall constitute an event of default (“Event of Default”) by EGM under this Agreement:

31.6 Failure to maintain the amenities of the Bowie Golf Course in an objectively reasonably good

condition, not including failures resulting from abnormal weather conditions, acts of God, or other events or

conditions beyond the reasonable control of EGM.

31.7 Failure of EGM to perform any material obligations set forth in this Agreement.


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31.8 Assignment for the benefit of its creditors or becoming a party for more than thirty (30) days to any

voluntary or involuntary insolvency proceedings or bankruptcy proceedings or reorganization.

Notice and Cure:

When either party to this Agreement believes that the other party (the “Defaulting Party”) has committed an

Event of Default, it shall give written notice thereof to the Defaulting Party. The written notice must clearly

state that it is a notice of default and provide a detailed description of the alleged default. The written notice

will not be deemed a proper notice until sufficient detail to inform the Defaulting Party of the alleged

default clearly and fully is provided. The Defaulting Party shall have thirty (30) calendar days from the date

of the proper notice to cure the default unless the default is a non-monetary default and due to weather,

growing conditions or other factors beyond the reasonable control of the Defaulting party, requires more

time to cure. In order to qualify for a longer cure period, the Defaulting Party must earnestly begin to cure

within thirty (30) calendar days from the date of the notice to cure and diligently pursue such cure. In no

event will the Defaulting Party have more than sixty (60) days from the date of the notice in the aggregate to

cure a non-monetary default. Notwithstanding anything to the contrary, neither the City nor EGM shall be

entitled to any further notice and cure period for a default in the event (i) that same default occurs more than

two (2) times in any twelve (12) month period and (ii) two (2) previous proper notices and cure periods

were provided to the Defaulting Party for that same default.

Rights upon Default:

If the Defaulting Party does not cure the default within the grace period provided in paragraph above, the

party complaining of the default (the “Complaining Party”) may terminate this Agreement. To terminate this

Agreement for default, the Complaining Party must issue a written notice of termination to the Defaulting

Party clearly stating the basis for the termination and the Defaulting Party’s failure to cure the alleged

default (the “Default Termination Notice”). The termination shall be effective thirty (30) days after the date

of the Default Termination Notice, provided such notice was properly delivered (the “Default Termination

Effective Date”). At any time after the Default Termination Effective Date and within the applicable statute

of limitations, the parties may pursue all rights and remedies available in law or equity, including payment

of accrued amounts pursuant hereof. Notwithstanding any contrary provisions herein, EGM’ rights to

recover damages from the City shall be limited to the sum of (i) accrued and unpaid Termination Fees as of

the applicable termination effective date, and other amounts due hereunder, including, if applicable, all

amounts to fully pay all sums due to third party vendors who provided goods or services to the Bowie Golf

Course, along with all accrued late fees, interest, and any attorney’s fees and costs incurred in collecting or

attempting to collect such unpaid amounts; (ii) actual damages for damages sustained prior to the applicable

termination effective date; and (iii) the Cancellation Fee, Termination Fee or Sale Termination Fee, if

applicable (defined below) as fixed, agreed liquidated damages and not as a penalty (it being agreed by the

parties that EGM’ damages would be extremely difficult to measure and that the Cancellation Fee,

Termination Fee and Sale Termination Fee have been agreed upon, after negotiations, as a reasonable

estimate of such damages). The parties also agree that notwithstanding any contrary provision hereof, the

City’s damages shall be limited as provided, if any be proven. In no event will EGM or the City be subject

to any consequential, special, punitive, or similar damages, each party hereby waiving any right it may have

to seek or claim such damages.

32. TERMINATION AND CANCELLATION


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32.1 Either party may terminate this Agreement upon the occurrence of an Event of Default by the other

party as provided. In the event the City terminates this Agreement based on an alleged Event of Default and

it is later determined that no Event of Default occurred or that the termination was improper for any reason,

the termination for default shall be deemed a termination for the City’s convenience.

32.2 Cancellation Fee; Default by the City. In the event EGM terminates this Agreement due to the default

of the City and EGM is not in default, the City shall pay to EGM, within forty-five (45) days of the Default

Termination Effective Date, a cancellation fee based on the year in which termination occurs (the

“Cancellation Fee”). The Cancellation Fee will be in addition to any other fees paid or owing to EGM prior

to the Default Termination Effective Date.

32.3 The Cancellation Fee shall be calculated as: the amount determined by taking the sum of the $100,000

then multiplying that quantity times the remaining years (including fractional years) in the Initial Term of

the Agreement, and then multiplying that quantity times seventy-five percent (75%). The above formula will

apply during any Extension Term based upon the remaining years in the Extension Term. Provided, The

parties agree that the Cancellation Fee is not duplicative of any other damages which EGM may recover in

the event of a default by the City.

32.6 Termination Fee; the City’s Termination for Convenience. After Fiscal Year ending 2026, the City may

terminate the Agreement upon ninety (90) days prior written notice to EGM and payment of a Termination

Fee. The termination shall be effective ninety (90) days after the date of the written notice, provided such

notice was properly delivered (the “Convenience Termination Effective Date”). The Termination Fee must

be paid to EGM within 45 days of the Convenience Termination Effective Date.

32.7 The Termination Fee shall be calculated as: the amount determined by taking the sum of $100,000,

then multiplying that quantity times the remaining years (including fractional years) in the Initial Term of

the Agreement, and then multiplying that sum quantity times seventy-five percent (75%). The above

formula will apply during any Extension Term based upon the remaining years in the Extension Term.

32.8 Sale Termination Fee: Sale of Course. In the event of a sale or transfer of the Course to any third-party,

the City shall have the unilateral right to terminate this Agreement at any time on ninety (90) days prior

written notice, subject to the provisions set forth below (the “Sale Termination Effective Date”). In the event

of such unilateral termination due to the sale or transfer of the Course and EGM not being in default under

this Agreement, EGM shall continue to manage the Course until the sale of the Course as evidenced by a

transfer of title. Upon sale of the Course, EGM shall be paid a Sale Termination Fee equal to seventy-five

percent (75%) of $100,000 in the Initial Term of the Agreement. The above formula will apply during any

Extension Term based upon the remaining years in the Extension Term. Sale Termination Fee will be in

addition to any Lease Fees paid or owing to the City prior to or as of the date of sale of Course.

32.9 No Waiver. By terminating this Agreement in accordance with this Paragraph, neither party shall be

deemed to have waived any action it might have, in law or equity, by reason of a breach of or default under

this Agreement.

32.10 Proprietary Material. Upon termination or cancellation of this Agreement, for any reason or under any

circumstances, EGM’ (i) proprietary software and computer programs relating to accounting, operations,

marketing, and forecasting, (ii) operations and employee training materials and manuals of EGM and (iii)

the information and processes related to and used by EGM in the marketing and agronomic plan shall


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remain the sole property of EGM and shall be removed by EGM upon termination of this Agreement.

Additionally, any actual or implied association of the Course or Facility with EGM, EGM, LLC, or future

DBA name of EGM, shall cease upon termination.

32.11 Transition. Provided that EGM have received, in full, payment of all fees due to them pursuant to this

Agreement, Cancellation Fee, Termination Fee and/or Sale Termination Fee, EGM shall, without additional

payment by the City, cooperate beyond the applicable termination effective date with the City and any

replacement manager for a reasonable period after the applicable termination effective date (all parties

hereto agree that a reasonable period is not less than two (2) weeks and not more than four (4) weeks) to

facilitate the orderly transition of the management of the Course.

33. NONDISCRIMINATION

In accordance and connection with the performance of work under the resulting Agreement, the Contractor

agrees not to discriminate against any employee or applicant for employment because of race, creed, color,

national origin, sex, sexual orientation, gender identity or expression, or age. Such agreements shall include,

but not limited to, the following: Employment, upgrading, demotion or transfer, recruitment or recruitment

advertising, layoff, or termination, rates of pay or other forms of compensation and selection for training

including apprenticeship. Any violation of such provision by the Contractor will constitute a material breach

of contract. Further, Contractor agrees to insert this nondiscrimination provision in all subcontracts

hereunder, except subcontracts for standard commercial supplies or raw materials.

34. THIRD PARTY RIGHTS

This Agreement is not intended to create, nor will it be construed to create any third-party beneficiary rights

in any person not a party hereto.

35. EXCLUSIVE

This is an exclusive agreement between the City of Bowie and EGM, LLC during the term of the

agreement.

36. NOTICES

Except as otherwise specified, all notices under this Agreement will be in writing.

Notice to Contactor will be addressed to:

Emerald Golf Management, LLC

North Oak Professional Park

3002 Mitchellville Rd

Bowie, MD 20716

Notice to City of Bowie will be addressed to:

City of Bowie

2614 Kenhill Drive

Bowie, Maryland 20715


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37. NOTICE TO PROCEED

The City of Bowie Purchasing Department will issue a written notice to proceed, in the form of a City of

Bowie Notification of Award, upon execution of this Agreement.

38. EXTENSION OF SERVICES

EGM, LLC may be required to continue performance of services beyond the expiration date of this

Agreement, upon the City’s request, at the rates specified in this Agreement. The total extension of any

performance hereunder will not exceed six (6) months. Unless otherwise decision to exercise option to

extend the additional five (5) years as set in the initial terms of the Agreement. Any extension to this

Agreement will be in writing and signed by both parties.

39. REOPENER

The parties reserve the right to renegotiate any part of this agreement from time to time based on unforeseen

conditions.

40. GOVERNING LAW

This Agreement will be governed, interpreted, and construed in accordance with the laws of Maryland and

any dispute will be heard in a court of Maryland. If any provision of this agreement will be held or declared

to be void or illegal for any reason, all other provisions this Agreement which can give effect without such

illegal provision will nevertheless remain in full force and effect. The section headings of this Agreement

are intended solely for convenience; they are not part of this Agreement and will not affect its construction.

41. DRAFTING PRESUMPTION

The parties acknowledge that this Agreement has been agreed to by all the parties, that all the parties have

consulted or have had the opportunity to consult with attorneys with respect to the terms, and that no

presumption will be created against any party as the drafter of the Agreement.


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IN WITNESS WHEREOF, the parties hereto have set their hands and subscribed their signatures as of the

date and year indicated.

LESSOR

CITY OF BOWIE, MARYLAND

By: _______________________________________

Title: City Manager

Date: _____________________________________

STATE OF MARYLAND )

) ss.

CITY OF BOWIE )

This instrument was acknowledged before me on _______________________________, 2021 by

__________________________________________________.

_________________________________

NOTARY PUBLIC

LICENSEE

EMERALD GOLF MANAGEMENT, LLC

By: _________________________________

Title: President

Date: _________09-23-2021_____________

STATE OF MARYLAND )

) ss.

CITY OF BOWIE )

This instrument was acknowledged before me on ________________________________, 2021 by

_____________________________________________________.

NOTARY PUBLIC

memorandum to: city council purpose

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