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The First Tee Agreement c ® AGREEMENT This Agreement made this Ib%y.of A , 2000, between the City of Salina; Kansas, hereinafter referred to as the "CITY" and The First Tee, Saline County, Kansas, Inc., a Kansas not for profit Corporation with its principal place of business at Salina, Kansas, hereinafter referred to as the "CHAPTER". WITNESSETH: FOR AND IN CONSIDERATION of the mutual covenants of the parties hereto they • enter into this Agreement according to the terms and conditions.as hereinafter stated: SECTION 1 RECITALS 1.1 The CHAPTER, pursuant to the terms and conditions of the Facilities Agreement and the License Agreement with World Golf Federation, Inc., a Florida not for profit Corporation, by and through its division, The First Tee, hereinafter referred to as "THE FIRST TEE" is a member of The First Tee National Association whose purpose is to create facilities and programs to make golf more accessible to people of all diversities and social strata, particularly young people, who otherwise may not have an opportunity to learn and play the game. The mission of THE FIRST TEE program is to instill and develop essential values, such as honesty, integrity, respect for tradition, etiquette, sportsmanship, self-esteem, self-discipline, confidence and a solid work ethic in young people who are introduced to the game. 1.2 The CHAPTER and the CITY desire to develop, conduct, sustain, and promote the purposes of THE FIRST TEE at the location and in the manner as herein described. 1.3 The CHAPTER is a Kansas not for profit Corporation that the Internal Revenue Service has determined is exempt from federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code and the Internal Revenue Service has determined that the CHAPTER is not a private foundation as defined in Section 509(a) of the Internal Revenue Code. The CHAPTER has full power and authority to execute and deliver this Agreement and all documents, if any, now or hereafter to be executed and delivered by it pursuant, or in connection with, this Agreement. SECTION 2 THE FACILITY 2.1 The CITY in cooperation with the CHAPTER shall develop, construct, renovate, enhance, operate, manage, maintain and fund a six-hole golf course, together with related ® facilities, including a practice green, driving range and clubhouse/teaching center at 2500 E. Crawford; Salina. Kansas, hereinafter referred to as the "FACILITY" which shall be operated as part of THE FIRST TEE'S national program. SECTION 3 USE OF THE FACILITY 3.1 The use of the FACILITY by the CITY in cooperation with the CHAPTER shall be for an initial term of not less than fifteen (15) years and shall provide access consistent with or exceeding the minimum access policy of THE FIRST TEE and generally provide for the priority of junior golfers. The CITY and the CHAPTER shall adopt and implement THE FIRST TEE program curriculum or a comparable program approved by THE FIRST TEE. The CITY in cooperation with the CHAPTER shall adopt and implement THE FIRST TEE minimum access policy. 3.2 The CITY in cooperation with the CHAPTER shall comply with all applicable laws, ordinances, rules, regulations, orders or other legal or governmental requirements with respect to the construction, operation or maintenance of the FACILITY, including, but not limited to, federal and state labor and tax laws, OSHA, ADA, workers' compensation, environmental, social security, unemployment insurance, hours of labor, wages, working conditions and other employer-employee related matters. SECTION 4 ENTRY AND INSPECTION RIGHTS OF THE FIRST TEE • 4.1 Although the CITY will exercise full control over the FACILITY and the program's administration, management and operation in cooperation with the CHAPTER, THE ® FIRST TEE may, upon prior notice to the CITY, have reasonable access to all files, records, materials, information or personnel except with respect to specific CITY employees, or to enter the FACILITY at all reasonable times without material disruption, by accountants, representatives, attorneys and agents of THE FIRST TEE, to: (i) 'examine and inspect the • FACILITY and its maintenance and operations, only as related to THE FIRST TEE program and to (ii) examine, inspect andlor copy the books, records and other materials of or relating to the FACILITY, only as relating to THE FIRST TEE program. SECTION 5 INSURANCE 5.1 The CITY shall ensure that the following policies of insurance are maintained: ® (i) insurance against loss or damage by fire or other casualties, including, but not limited to, 3 • vandalism and malicious mischief, within the meaning of"extended coverage", covering the FACILITY in an amount sufficient to prevent the CHAPTER or THE FIRST TEE from becoming a coinsurer under the terms of the applicable policy, but in any event not less than one hundred percent (100%) of the full insurable value of the FACILITY; (ii) general comprehensive "all-risk" or"public liability" insurance for bodily injury, death or property damage occurring upon, in or about the FACILITY covering the CHAPTER and THE FIRST TEE with minimum limits of five hundred thousand dollars for bodily injury or death for any single occurrence or accident; (iii) workers' compensation insurance for the FACILITY'S employees in accordance with applicable law; and (iv) such other insurance in such amounts as THE FIRST TEE may reasonably specify, except that the cost of such other insurance shall be borne by THE FIRST TEE unless approved by the CITY and the CHAPTER, in which case such cost shall be a • FACILITY expense. Each policy of insurance shall be in a form and amount and from a carrier acceptable to THE FIRST TEE and shall name THE FIRST TEE, World Golf Federation, Inc., and the CHAPTER as additional insureds. To the extent the CITY engages contractors, subcontractors or others to perform any work at the FACILITY, the CITY will require such parties to secure and maintain sufficient insurance of types and with limits set forth above as reasonably required by THE FIRST TEE and name THE FIRST TEE, the World Golf Foundation, Inc.. and the CHAPTER as additional insureds. The CITY shall provide THE FIRST TEE with copies of all insurance endorsements, certificates and policies (and all renewals thereof) evidencing the coverage required pursuant to this Agreement and evidence of payment of such insurance premiums. 4 ® SECTION 6 FINANCIAL COMMITMENTS OF THE PARTIES 6.1 The CITY has committed a total sum not to exceed two hundred thousand dollars (S200,000) for the cost of constructing the FACILITY. The commitment of the CITY is conditioned upon completion of the FACILITY except the clubhouse/teaching center, so that play may commence in the Spring of the year 2001. The commitment of the CITY is also conditioned upon the CHAPTER securing the commitment from creditable donors necessary to construct the FACILITY which is estimated to total an additional four hundred thousand dollars (S400,000.00). The CHAPTER represents that such additional funds have been committed and that the total necessary funds will be available. SECTION 7 LICENSE CONDITIONS OF THE FIRST TEE 7.1 THE FIRST TEE has certain common law and/or statutory rights in, and to the use of, the name "THE FIRST TEE", as well as rights in, and to permit any recompensition of said name, whether used as a trademark, service mark or trade name, and has the exclusive right to use and license others to use such name. THE FIRST TEE has authorized the CHAPTER and the CHAPTER authorizes the CITY to use THE FIRST TEE mark in ownership, promotion, operation and marketing of the Program and in connection with advertisement and sale of merchandise. 7.2 The CITY and the CHAPTER have the right to create merchandise bearing THE FIRST TEE marks including, but not limited to, caps. T-shirts, shirts, coats,jackets and other specialty items, so long as such items are manufactured in accordance with standards. 1111 5 specifications and instructions approved by THE FIRST TEE. Such merchandise may be sold only upon the premises of the FACILITY unless otherwise specifically approved by THE FIRST TEE. The merchandise, merchandise plan, selling prices, distributions sites and methods of distributions shall be subject to review and approval by THE FIRST TEE. 7.3 The CITY and the CHAPTER agree that all signage for the FACILITY shall be in a form approved by THE FIRST TEE. THE FIRST TEE'S mark and logo, together with the FACILITY'S name, shall be placed on all FACILITY signage, including interior and exterior signs, and on collateral material for the FACILITY, such as score cards, letterhead and tee box signs. THE FIRST TEE, at its expense, shall have the right to occupy interior space in the FACILITY in a conspicuous, highly visible area acceptable to THE FIRST TEE and the CITY to feature THE FIRST TEE program curriculum and related promotional material. 7.4 The CITY and the CHAPTER shall provide to THE FIRST TEE, materials and guidelines as to the artwork and reproduction of any Secondary THE FIRST TEE Marks, which, upon approval by THE FIRST TEE, shall be available for use by the CITY and the CHAPTER. All artwork and other materials furnished or developed pursuant thereto for this purpose shall remain in the property of THE FIRST TEE, and all artwork or other material delivered to the CITY or the CHAPTER shall be returned to THE FIRST TEE upon request. The CHAPTER shall follow THE FIRST TEE'S instructions with regard to proper trademark usage, including display of trademark registration symbols and notices. Without limiting the generality of the foregoing, the CITY and the CHAPTER shall comply with THE FIRST TEE'S Trademark Instruction Manual/Merchandising Booklet which may be modified by THE FIRST TEE from time to time. 6 7.5 The CITY and CHAPTER acknowledge and agree that the manner in which they use the Secondary THE FIRST TEE Marks could have a significant effect on THE FIRST TEE'S quality image. Therefore, the CITY and CHAPTER agree that they will use such marks only in such ways as are consistent with the standards set by THE FIRST TEE for all of THE FIRST TEE programs conducted by licensees of THE FIRST TEE or by THE FIRST TEE itself. 7.6 The CITY and CHAPTER acknowledge and agree that nothing contained in the Secondary THE FIRST TEE License or elsewhere in any agreement with THE FIRST TEE gives the CITY or the CHAPTER any right to use the names and/or logos of, or associated with, World Golf Federation; Inc., PGA Tour, Inc., Professional Golfers Association of America, Ladies Professional Golfers Association, or any other golf organization affiliated with or represented by the World Golf Hall of Fame or of any member, benefactor or sponsor of or inductee into the • World Golf Hall of Fame. SECTION 8 ADDITIONAL ACTIVITIES OF THE CHAPTER 8.1 It is the intention of the CHAPTER to engage in other activities to support and enhance the effectiveness of the operation of the FACILITY in carrying out its mission as herein described. These activities are intended to include efforts to provide additional financial support, creation of additional and enhanced programs and other similar activities which are approved by the CITY and approved or consistent with the approved program of THE FIRST TEE. 41 7 SECTION 9 GOVERiNING LAW 9.1 This Agreement shall be governed and construed in accordance with the laws of the State of Kansas. SECTION 10 BINDING EFFECT 10.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. IN WITNESS WHEREOF, the undersigned have hereunto caused this Agreement to be executed on their behalf on the day and year first above written. ® THE CITY OF SALINA: THE FIRST TEE, SALINE COUNTY, KANSAS, INC. 7(,) , ALAN JILKA', M $YOR� WILLIAM P. KNOX, PRESIDENT ATTESTED TO: ATTESTED TO: Penny Davi\ Acting Deputy City Clerk 8