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~ 'I .. , ;""  .d'. City of Dearborn Heights
I ,t_ 6045 FENTON• DEARBORN HEIGHTS, MICHIGAN 48127
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(Jil!:10,ltU A ,
Nl::IG 11"'S
Lynne M. Senia
CITY CLERK
TO:
FROM:
DATE:
RE:
Mayor Bazzi
City Clerk Senia
August 8, 2022
Lease and Concession Agreement between the City of Dearborn Heights and Issa Brothers, LLC and
Revive Golf Management, LLC
The following is a copy of a motion adopted at the Special Meeting of the Dearborn Heights City Council held on
August 4, 2022.
22-335 Motion by Councilman Muscat, seconded by Councilman Baydoun to approve the revised agreement
between the City of Dearborn Heights and Issa Brothers, LLC and Revive Golf Management, LLC for the
lease, sublease and operation of the Warren Valley Golf Course and to authorize the Mayor and City Clerk
to sign the agreement on behalf of the City, as outlined in 8-A. Per Mayor Bazzi communication dated
August 1, 2022.
LMS/df
After further discussion, the above motion was amended to reflect the following:
Motion by Councilman Muscat, seconded by Councilman Beydoun to approve the revised agreement
between the City of Dearborn Heights and Issa Brothers, LLC and Revive Golf Management, LLC for the
lease, sublease and operation of the Warren Valley Golf Course and to authorize the Mayor and City Clerk
to sign the agreement on behalf of the City subject to the condition that the Certificate of Occupancy
estimated repairs are less than or equal to $800,000.00. If the repairs are more than $800,000.00 then the
agreement will be void, as outlined in 8-A. Per Mayor Bazzi communication dated August 1, 2022.
Ayes: Council Chairman Abdallah, Council Chair Pro Tern Muscat, Councilman Baydoun, Councilwoman
Bryer, Councilman Constan.
Nays: Councilman Wence!.
Absent Councilman Ahmad.
Motion adopted
cc: Building and Engineering
City Engineer
Corporation Counsel
Issa Brothers, LLC
Revive Golf Management, LLC
File
Office: (313) 791-3430 • Fax: {313) 791-3431
lsenia@ci.dearbom-heights.mi.us
..e,. 0
TO:
FROM:
DATE:
RE:
Mayor Bazzi
City Clerk Senia
August 8, 2022
City of Dearborn Heights
6045 FENTON • DEARBORN HEIGi-iTS, MICHIGAN 48127
Warren Valley Golf Course - Spending on Repairs and Certificate of Occupancy
Lynne M. Senia
CITY CLERK
The following is a copy of a motion adopted at the Special Meeting of the Dearborn Heights City Council held on
August 4, 2022.
22-336 Motion by Councilman Muscat, seconded by Councilwoman Bryer to approve spending $800,000.00 to fix
the Warren Valley Golf Course and receive a Certificate of Occupancy, as outlined in 8-B. Per Mayor Bazzi
communication dated August 1, 2022.
LMS/df
Ayes: Council Chairman Abdallah, Council Chair Pro Tern Muscat, Councilman Baydoun, Councilwoman
Bryer, Councilman Constan.
Nays: Councilman Wencel.
Absent: Councilman Ahmad.
Motion adopted
cc: Treasurer
Comptroller
File
Office: (313) 791-3430 • Fax: (313) 791-3431
lsenia@ci.dearborn-heights.mi.us
..... C,
Lease And Concession Agreement
This Lease and Concession Agreement ("Agreement") is made between Landlord, Tenant, and
Concessionaire (collectively the "Parties") who agree as follows:
1. Basic lease definitions. The following defined terms will be used throughout this Agreement:
a. Lease Date means August 1, 2022, or upon City Council approval, whichever is later.
b. Landlord means the City ofDearborn Heights. or its successors in interest.
c. Landlord Notice Address means 6045 Fenton, DearbornHeights, MI 48127.
d. Tenant means Issa Brothers, LLC.
e. Tenant Notice Address means 5952 N. Telegraph Road, Dearborn Heights, MI 48127.
f. Concessionaire means Revive GolfManagement, LLC.
g. Concessionaire Notice Address means 18720 Mack Avenue, Suite 210, Grosse Pointe, MI
48236.
h. Greens Fees means all revenue charged to a golfer in connection with playing golf at
Warren Valley GolfCourse. Greens Fees revenue expressly excludes: I.) all Merchandise,
Equipment, Food and Beverage Sales, 2.) all taxes, credit card processing fees and third-
party booking fees, 3.) lesson, range and non-golf course, golf services revenue, 4.)
registration deposit collected for loyalty program and annual passholders programs, 5.) all
employee, complimentary, promotional or donated rounds offered by Concessionaire at
Concessionaire's solediscretion, and, 6.) all revenue collected in connection with GolfCart
fees ($10 for 9 holes, $20 for 18 holes and not to exceed 5% increase in any calendar year).
i. Premises means the Warren Valley GolfCourse and Banquet Center located at 26116 W.
Warren Street, Dearborn Heights, MI 48127. The Premises include both of the following
types ofreal property that constitute the Warren Valley GolfCourse and Banquet Center:
(1) The real property that Landlord purchased from the County ofWayne pursuant to the
Warren Valley Golf Course Purchase Agreement ("WVGCPA") - This real property was
described in the WVGCPA as Purchase Parcel 1 and Purchase Parcel 2. It is 210.63 acres,
more or less. (2) The real property that Landlord is leasing from the County of Wayne
pursuant to the Warren Valley Golf Course Lease Agreement ("WVGCLA")-This real
property was described in the WVGCLA as Lease Area #1 and Lease Area #2. It is 12.35
acres, more or less.
J. Term means Ten Years with two five-year renewals.
k. Lease Year means the period beginning on the Lease Date and ending on the day prior to
that in the following calendar year.
I. Lease Commencement Date means the date that the Tenant obtains a Certificate of
Occupancy for the Premises.
m. Concession Commencement Date means April 1, 2023, or such later date as the City of
Dearborn Heights is able to complete all repairs necessary for the Golf Course to be in
"Playable Condition" as defined in Exhibit A.
n. Concession Term shall mean the Concession Commencement Date through the Expiration
Date.
o. Expiration Date means the last date ofthe Term, inclusive ofany renewal terms exercised
by the Tenant.
p. Annual Base Rent means $60,000.
q. Monthly Installment ofBase Rent means $5,000.
r. Designated Use means a banquet facility as well as the bar and grill facility, including
grounds around the building that can be used for outdoor events and dining. The Landlord
recognizes that the Concessionaire intends to sell alcoholic beverages on the Premises.
s. Applicable Laws means all statutes, codes, ordinances, administrative rules, regulations,
and orders or directives ofany governmental authority.
2. Premises. Landlord leases the Premises to Tenant to the extent that Landlord owns the real
property that is part ofthe Premises and Landlord subleases the Premises to Tenant to the extent
that Landlord is leasing the property that is part of the Premises from the County of Wayne.
Pursuant to Section 9.1 ofthe WVGCLA, this Agreement is conditioned on the County's written
consent to the sublease of the portions of Premises the Landlord is leasing from the County.
Further, as also required by Section 9.1 of the WVGCLA, the Tenant and the Concessionaire
agree to abide by all terms of the WVGCLA, Tenant has inspected the Premises and Tenant
recognizes that substantial investment will need to be made in order for the Premises to meet the
needs ofthe Designated Use. Landlord must make reasonable efforts to deliver possession ofthe
Premises on the Lease Date.
In addition to the Premises, Tenant shall have unrestricted use ofthe exterior ofthe Premises to
enable Tenant's customers to access the Tenant. Landlord agrees not to impede or frustrate
Tenant's use ofthe exterior for outdoor events and for outdoor seating. Further, the Landlord
shall be responsible for the maintenance of the parking lot and sidewalks surrounding the
Premises.
Ifapproved by the City, the Tenant shall have the right to construct, at its sole cost and expense,
additions to the building that would expand the footprint ofthe Banquet Center structure so that
the facility can accommodate larger events than are presently permitted. It is recognized that
expanding the second-floor banquet space could also result in the construction of additional
facilities on the first floor that may be an addition to the current offerings or be constructed to
provide for additional amenities for the Premises. In any event this new construction area would
become Landlord property on the Expiration Date.
3. GolfCourse. The Tenant has identified Concessionaire to act as a member ofthe Tenant's team
to operate the Golf Course, under Tenant's oversight and subject to the Landlord's satisfaction
ofcertain conditions precedent as defined in Exhibit A. Specifically, the Landlord is to have the
Golf Course in "Playable Condition" as defined in Exhibit A in order for these conditions
precedent to be satisfied. The Parties recognize that the Landlord intends to study the Golf
Course condition this year and to work with Wayne County to best detennine how the Golf
Course can support flood mitigation measures for the City of Dearborn Heights. Additionally,
during this next year, the City shall assess the condition ofseveral key elements ofthe golfcourse
from a safety and capital infrastructure perspective. These key elements include the bathrooms,
thebridges, the cartpaths, the pumps, the sidewalks and the parking lot. After the Citycompletes
its assessment and obtains a certificate ofcompliance and/or certificate ofoccupancy for the golf
course, and the City, utilizing Concessionaire, meets the maintenance requirements of the Golf
Course as contained in Exhibit A, the Concessionaire shall assume the full operations ofthe Golf
Course pursuant to this Agreement and shall commence paying the Landlord a Concession Fee
equal to 10% of gross Greens Fees on the Concession Commencement Date. This Concession
2
Fee shall be paid on a monthly basis within 30 days ofthe end ofthe month for which the fee is
due except if the 30th
day is a Saturday, Sunday, day that Landlord's City Hall is closed to the
public, or holiday. Ifthe 30th
day is a Saturday, Sunday, day that Landlord's City Hall is closed
to the public, or holiday, then the payment ofthis Concession Fee shall be made on the next day
that is not a Saturday, Sunday, day that Landlord's City Hall is closed to the public, or holiday.
The Landlord commits to make the necessary investment in the golfcourse propertyinsubstantial
compliance with the budget contained in Exhibit B to this Agreement. It is anticipated that the
City will require the expertise of the Concessionaire in making this investment, including
identifying new and/or used equipment necessary to achieve Playable Condition as described in
Exhibit A. TheConcessionaireshall becompensated in accordance with the laborrates contained
in Exhibit B for the work performed. Further, the Landlord agrees to purchase all equipment
necessary for the proper maintenance ofthe GolfCourse at its own expense. Until such time as
the Landlord purchases the equipment, the Landlord may request in writing that the
Concessionaire lease such equipment and pass those lease costs along to the Landlord for
payment.
The Tenant shall review invoices from the Concessionaire associated with the labor and/or
equipment rental prior to submitting those invoices to the Landlord for approval. The Tenant
agrees not to add any administrative mark-up on the invoices prior to submitting those invoices
for payment.
4. Term. The initial term shall be ten years with two five-year renewal terms. The term commences
on the Lease Date and expires on the Expiration Date, unless otherwise terminated or extended
as provided in this Lease. The renewal terms shall be on the same terms as the initial term and
are triggered by the Tenant providing notice to the Landlord ofits intent to renew not less than
six months prior to the end ofthe term. Any agreement to extend the term beyond twenty years
will require the Parties to agree upon new rental rates.
5. Rent. Beginning on the Lease Commencement Date, Tenant will pay Landlord the Annual Base
Rent. The Annual Base Rent will be paid by Monthly Installment of Base Rent, to the order of
Landlord, in advance, on the first day ofeach calendar month, at Landlord's office or any other
place that Landlord designates in writing. Ifthe Commencement Date is other than the first day
ofa calendarmonth, the Monthly Installment ofBase Rent for the partial first calendar month of
the Term will be prorated on a daily basis and paid on the Commencement Date.
6. Additional Payments to Landlord for Sale ofAlcoholic Beverages. The Parties anticipate that
the Concessionaire will sell alcoholic beverages on the Premises either by way ofa golf course
liquor license for the Warren Valley GolfCourse or by way ofa different type ofliquor license.
The Parties acknowledge that there is uncertainty about the Liquor Control Commission's view
and requirements for such a liquor license, since Landlord's current golfcourse liquor license
has involved a different type ofconcession arrangement than what is set forth in this Agreement.
The Parties agree to cooperate in securing the appropriate license(s) and/or permit(s) to allow for
the saleofalcoholic beverages on appropriateportions ofthe Premises. Further, the Parties agree
that Landlord shall be paid 10% ofnet profit from the sale ofalcoholic beverages on the Premises
(hereafter "Liquor Concession Fee") whether or not the revenues leading to such net profit are
3
received by Tenant or Concessionaire. The duty to pay this Liquor Concession Fee shall be a
joint obligation of the Tenant and the Concessionaire. The duty to pay this Liquor Concession
Fee shall be in addition to (a) the Tenant's duty to pay rent and (b) the Concessionaire's duty to
pay the Landlord a Concession Fee equal to 10% ofgross Greens Fees. The Liquor Concession
Fee shall be paid on a monthly basis within 30 days ofthe end ofthe month for which the fee is
due except if the 30th
day is a Saturday, Sunday, day that Landlord's City Hall is closed to the
public, or holiday. Ifthe 30th
day is a Saturday, Sunday, day that Landlord's City Hall is closed
to the public, or holiday, then the payment ofthe Liquor Concession Fee shall be made on the
next day that is not a Saturday, Sunday, day that Landlord's City Hall is closed to the public, or
holiday.
7. Quiet enjoyment. Unless this Lease is terminated or Tenant is evicted in accord with Michigan
law, Landlord will not disturb Tenant's quiet enjoymentofthe Premisesor unreasonably interfere
with Tenant's Designated Use of the Premises. Tenant must permit Landlord to enter the
Premises during regular business hours for the purpose ofperiodic inspection.
8. Use ofthe Premises. The Premises will be used for the Designated Use and for no other purpose.
Tenant will not use the Premises in any manner that violates the Building Rules or Applicable
Laws. Tenant also agrees to permit Landlord to utilize the Premises for periodic events upon the
mutual agreement to the timing ofthose events. It is the intent ofthe Parties that the Landlord
shall not have more than ten events per year at the Premises.
9. Investment and Repairs. The Tenant agrees to make a significant investment in the Premises
of Three Million Four Hundred Thousand Dollars ($3,400,000.00) during the term of this
Agreement, inclusive ofthe renewal terms. This investment will include the Banquet Center, the
Bar/Grille, the Pro Shop, the kitchen facilities, and the purchase of tables, linens, and other
catering equipment necessary for the successful operation of the Premises with city approved
Certificate ofOccupancy. Tenant must maintain the Premises in good repair to the reasonable
satisfaction ofLandlord, in a clean and safe condition, and in accord with Applicable Laws. The
Tenant shall provide evidence to the Mayor, or the Mayor's designee, of the Tenant's ability to
make this level ofinvestment during the term ofthe Agreement.
(b) Specific Provisions Related to hnprovements to the Premises.
(i) In general.
Subject to the requirements of this Agreement, Tenant can make improvements to the
Premises under this Agreement. Any improvements made by Tenant shall be made in a good and
workmanlike manner with good materials and in accordance with the approved buildings plans.
The Premises shall be left at the completion ofsuch work in a safe and cleancondition. TheTenant
shall ensure that all work performed hereunder is performed in conformity with all applicable
building codes and policies. All such improvements to the Premises shall become the property of
the Landlord at no cost to the Landlord except as otherwise expressly provided in this Agreement.
(ii) Lessor's Approval.
4
(I) Tenant shall not make any improvements to the Premises that require a building
permit from the City without first applying for a permit and then complying with all applicable
provisions ofthe Code. The Tenantshall not, however, need to seek approval from the Landlord
for any cosmetic work or for work that does not require a permit from the City ofDearborn
Heights.
(ID All permanent additions to the Premises, and all alterations and improvements
which become attached to the Premises shall belong to the Landlord at no cost. Yet, removable
trade fixtures that are added by Tenant that may reasonably be expected to be removed from the
Premises without damaging the Premises may be removed by the Tenant; and they remain the
Tenant's property. However, removable trade fixtures that are added by Tenant that may only be
removed in such a way that the removal is reasonably expected to damage the Premises may not
be removed by the Tenant; said fixtures become the property ofLandlord at no cost to the
Landlord.
(iii) Tenant's Miscellaneous Duties During Construction Of Improvements
(I) Tenant shall defend, release, indemnify, and hold harmless the Landlord against
any and all actions, claims, demands, costs, damages, penalties, or expenses ofany kind which
may be brought or made against the Landlord or which the Landlord may pay or incur by reason
ofany work in or about the Premises which may be performed by the Tenant or anyone acting on
the Tenant's behalf where such work pertains to any prospective or completed improvements
contemplated under this Agreement.
(II) Tenant shall cany with a reputable company authorized and licensed to do
business in the State ofMichigan, policies ofinsurance against public liability and property
damage with limits ofat least Two Million Dollars ($2,000,000.00) for each occurrence and at
least Five Million Dollars ($5,000,000.00) aggregate. This insurance shall be in effect at all
times when any work is done on the Premises by the Tenant or anyone acting on the Tenant's
behalfand shall name the Landlord as an additional insured. Before any such work starts,
Tenant shall furnish Landlord with Certificates of Insurance evidencing compliance with these
insurance requirements.
(III) During construction ofany improvements, Tenant shall also carry fire and
extended coverage insurance under the Builder's Risk Form to the extent ofthe full insurable
value ofthe Tenant's improvements at all times as the work progresses. Each policy shall require
prior notice to Landlord in the event insurer proposed to change or cancel the policy. Ifthe
Tenant fails to obtain and keep in force insurance as required herein, the Landlord may order that
Tenant cease all work on the project until such time the insurance required to be carried by the
Tenant is reinstated. All insurance coverage shall name (i) the Tenant, as an insured, and (ii) the
Landlord as an additional insured and a loss payee.
(IV) During construction ofany improvements, Tenant shall also carry worker's
compensation insurance covering all ofits employees performing the work to the extent and
amount required by law. Tenant shall also ensure that any contractor has such insurance in place
during the construction. Tenant shall obtain such insurance from a reputable insurance carrier
licensed to do business in the State ofMichigan. Likewise, Tenant shall ensure that any
5
contractor has obtained such insurance from a reputable insurance carrier licensed to do business
in the State ofMichigan. Evidence ofsuch insurance and ofthe reputation ofthe insurance
carrier(s) will be furnished by the Tenant to the Landlord.
10. Indemnification. Tenant will indemnify and defend Landlord and Concessionaire against all
claims for bodily injury or property damage relating to the Premises. The claims covered by this
indemnification include all claims for bodily injury or property damage relating to (a) the
condition of the Premises; (b) the use or misuse of the Premises by Tenant or its agents,
contractors, or invitees; or (c) any event on or within the Premises, whatever the cause. Tenant's
indemnification does not extend to liability for damages resulting from the sole or gross
negligence ofLandlord or from Landlord's intentional misconduct.
Landlord will indemnify and defend Tenant and Concessionaire against all claims for bodily
injury or property damage relating to the parking lot, and the sidewalk during the term of this
Lease. The claims covered by this indemnification include all claims for bodily injuryor property
damage relating to (a) the condition of the property; (b) the use or misuse of the Building by
Landlord or its agents, contractors, or invitees; or (c) any event on or within the Property for
which the Landlord shall remain responsible, whatever the cause. Landlord's indemnification
does not extend to liability for damages resulting from the sole or gross negligence ofTenant or
from Tenant's intentional misconduct. The Landlord will further indemnify the Tenant and
Concessionaireagainst all claims forbodily injury, orpropertydamage related to the GolfCourse
prior to the Concession Commencement Date, except to the extentthat the Landlord has engaged
Concessionaire to assist with the golfcourse achieving Playable Condition and the claim related
to the negligent acts or omissions ofthe Concessionaire.
From the Concession Commencement Date through the Expiration Date, the Concessionaire
shall indemnify the Landlord and the Tenant against all claims for bodily all claims for bodily
injury or property damage relating to the Premises. The claims covered by this indemnification
include all claims for bodily injury or property damage relating to (a) the condition of the
Premises; (b) the use or misuse ofthe Premises by Tenant or its agents, contractors, or invitees;
or (c) any event on or within the Premises, whatever the cause. Tenant's indemnification does
not extend to liability for damages resulting from the sole or gross negligence of Landlord or
from Landlord's intentional misconduct.
11. Eminent domain. If ten percent or more of the Premises is taken through eminent domain,
including a conveyance in lieu ofa taking, this Lease will automatically terminate as ofthe date
that title is vested in the condemning agency. Notwithstanding this termination, Tenant is
required to pay rent and the Concessionaire is required to pay Concessions through the date that
they actually surrender possession ofthe Premises.
12. Assignment and subletting. Tenant and Concessionaire must not assign this Agreement or
sublet the Premises without the prior consent of Landlord, which may not be unreasonably
withheld. However, the assignment ofthis lease in whole or in part to a Special Purpose Entity
that has common ownership with the Tenant shall not require Landlord approval provided that
6
the Special Purpose Entity agrees to be bound by all terms and conditions of this Agreement.
However, the Tenant and the Concessionaireshall not assign orsublet any portionofthe Premises
that the Landlord leases from the County of Wayne without the express written consent of the
Landlord and the County ofWayne. The Parties acknowledge that (a) the County ofWayne has
no obligation to consent to any such sublease or assignment and (b) the Landlord has no
obligation to attempt to persuade the County ofWayne to do so. Further, ifotherwise consented
to by the Landlord and the CountyofWayne, no such assignment or sublease by either the Tenant
or the Concessionaire shall be effective unless and until the assignee or sublessee shall also agree
to be bound by the requirements ofthe WVGCLA.
13. No Right to Mortgage the Premises. The Tenant recognizes that it has no right to obtain a
mortgage against the Premises.
14. Right of First Refusal. In the event that the Landlord decides to sell all or a portion of the
Premises, the Tenant shall be granted a given a right offirst refusal to purchase on the same or
similar terms as the City is seeking from another purchaser. In the event that the City undertakes
to sell all or a portion ofthe property by way of a public solicitation, this Right of First Refusal
means that the Tenant shall not be required to participate in the bid process but shall be given the
opportunity to match the offer that the City determines to be the best bid received.
15. Remedies. Default means (a) Tenant's failure to pay Rent; (b) Tenant's failure to perform any
covenant or condition of the Lease for 30 days following a demand by Landlord, plus any
additional time that is necessary to cure the Default, as long as Tenant commences a cure within
the 30-day period and diligently pursues the cure; (c) Tenant's filing ofa petition for bankruptcy,
reorganization, liquidation, dissolution, or similar relief; (d) any proceeding filed against Tenant
seeking bankruptcy, reorganization, liquidation, dissolution, orsimilarreliefthat is not dismissed
within 90 days after filing; (e) the appointment ofa trustee, receiver, or liquidator for Tenant or
a substantial part of Tenant's property; (f) Tenant's abandonment of the Premises; (g)
Concessionaire's failure to maintain the golf course in accordance with the requirements of
Exhibit A, or (h) Concessionaire's failure to make timely concession payments when due to
Landlord.
Landlord has the power to terminate this Lease and evict Tenant on the occurrence ofa Default.
Landlord will exercise this power by the delivery of a notice of termination.
16. Condition on expiration. On the Expiration Date, Tenant and Concessionaire will promptly
deliver all keys for the Premises to Landlord. Tenant will deliver the Premises broom clean and
in the same condition as on the Lease Date, reasonable wear and tear excepted. Any damage to
the Premises resulting from the removal oftrade fixtures or other items ofpersonal property will
be repaired at Tenant's expense. Tenant will reimburse all expenses paidorincurred by Landlord
in connection with repairing or restoring the Premises to the designated condition immediately
on demand. If the Premises have become damaged or destroyed by fire or another casualty,
Tenant will restore them to the required condition, including any modifications required to
comply with current codes and regulations. Tenant will remove its personal property and trade
fixtures from the Premises immediately on termination. Tenant represents that it is Tenant's
intention that all personal property and trade fixtures remaining on the Premises aftertermination
7
are abandoned by Tenant. Landlord may sell, discard, or keep such personal property and trade
fixtures as it deems appropriate in its sole discretion. Tenant will reimburse all expenses paid or
incurred by Landlord in connection with removing Tenant's personal property and trade fixtures
immediately on demand.
17. Communicatio~s. All notices, demands, requests, consents, and communications required or
provided under this Lease (Communications) must be in writing. Any Communications from
Landlord to Tenant are deemed duly and sufficiently given if a copy has been: (a) personally
delivered; (b) mailed by U.S. mail, postage prepaid; or (c) sent by professional delivery service
to Tenant at the Tenant Notice Address or another address that Tenant has designated in writing.
Any Communications from Landlord to Concessionaire are deemed duly and sufficiently given
ifa copy has been: (a) personally delivered; (b)'mailed by U.S. mail, postage prepaid; or (c) sent
by professional delivery service to Concessionaire at the Concessionaire Notice Address or
another address that Concessionaire has designated in writing. Any Communications from
Tenant and/or Concessionaire to Landlord are deemed duly and sufficiently given ifdelivered to
Landlord in the same manner at the Landlord Notice Address or another address that Landlord
has designated in writing. Communications sent by U.S. mail are deemed received on the next
regular day for the delivery ofmail after the day on which they were mailed.
18. Construction and interpretation. This Agreement will be construed in accord with Michigan
law. This Agreement has been negotiated at arm's length and carefully reviewed by all parties.
This Agreement is not to be construed against any one Party.
The use ofthe word may in describing the right ofa party means that the party has the
discretion, but not an obligation, to exercise that right. The use ofthe words will or shall in
describing an obligation ofa party means that the party must perform that obligation. The use
ofthe words include or including is intended to be illustrative, not exhaustive.
This Agreement merges all proposals, negotiations, representations, agreements, and
understandings with respect to the Lease and Concession Agreement.
Notwithstanding anything to the contrary, Tenant's obligation to pay Rent is a material and
independent covenant and is not subject to setoff, recoupment, or suspension. Notwithstanding
anything to the contrary, Landlord has no obligation to mitigate any claim for Rent.
Time is ofthe essence with respect to both the definition ofa Material Beach and the exercise
ofoptions, ifany, within the Lease.
Ifany covenant ofthis Agreement is invalid, illegal, or unenforceable, that covenant will be
enforced to the fullest extent permitted by law, and the validity, legality, and enforceability of
the remaining covenants will not in any way be affected or impaired.
19. Insurance. Landlord shall beobligated to maintain insurance covering the Premises, which may
include self-insurance.
8
Tenant, ofits own expense and in its own name, and in the name ofthe Landlord as an additional
insured, as their respective interests may appear, shall provide and keep in force during the term
ofthis Agreement and any renewal terms, which must be approved by the Landlord, and written
by a company or companies that are licensed to conduct business in the State ofMichigan, the
following types and amounts ofinsurance: (a) Commercial General Liability Insurance with a
combined single limit of not less than Two Million Dollars ($2,000,000) for each occurrence,
Two Million Dollars ($2,000,000) aggregate; (b) Automobile Liability Insurance with a
combined single limit ofnot less than One Million Dollars ($1,000,000) for each occurrence; (c)
All Risk Hazard Insurance, including fire and theft coverage written at replacement cost value
and replacement cost endorsement covering all of Tenant's personal property at the Premises,
and with a deductible that is less than Ten Thousand Dollars. ($10,000); (d) Primary and Excess
Liquor Liability Insurance withprimary limits ofnot less than One Million Dollars ($1,000,000),
and excess liability insurance of One Million Dollars ($1,000,000) for a total of Two Million
Dollars ($2,000,000); (e) Professional Liability Insurance covering GolfProfessional/Instructor,
which includes errors and omissions, personal injury protection, false arrest, detention, libel and
slander, sexual misconductand employer/employmentpractices liability with a minimumofTwo
Million Dollars ($2,000,000) each occurrence and Two Million Dollars ($2,000,000) each
occurrence and Two Million Dollars ($2,000,000) aggregate; (g) Worker's Compensation
Insurance, as required by the laws ofthe State of Michigan in one amount ofnot less than One
Million Dollars ($1,000,000); (h) Employer's Liability Insurance with all limits in an amount of
not less than One Million Dollars ($1,000,000); and (i) Umbrella or Excess Liability Insurance
in an amount ofnot less than Three Million Dollars ($3,000,000), with coverage being at least as
broad as the primary and underlying policies noted above. The Parties agree that Tenant's
obligations to obtain certain types ofthe following insurances shall be conditioned upon certain
events or occurrences: (a) Tenant shall only have to obtain and maintain the Primary and Excess
Liquor Liability Insurance at such time as Tenant serves alcoholic beverages at the Premises or
at such other time as such insurance is required by the laws ofthe State ofMichigan. (b) Tenant
shall only have to obtain and maintain Professional Liability Insurance at such time as Tenant
operates or manages the GolfCourseoroversees the operator or manager ofthe GolfCourse. (c)
Tenant shall obtain and maintain Applicator's Liability Insurance from the very beginning ofthe
Term ofthis Agreement.
Concessionaire, ofits own expense and it its own name, and in the name ofthe Landlord and the
Tenant as additional insureds shall provide and keep in force during the term ofthis Agreement
and any renewal terms, which must be approved by the Landlord, and written by a company or
companies that are licensed to conduct business in the StateofMichigan, the following types and
amounts ofinsurance: (a) Commercial General Liability Insurance with a combined single limit
of not less than Two Million Dollars ($2,000,000) for each occurrence, Two Million Dollars
($2,000,000) aggregate; (b) Automobile Liability Insurance with a combined single limit ofnot
less than One Million Dollars ($1,000,000) for each occurrence; (c) All Risk Hazard Insurance,
including fire and theft coverage written at replacement cost value and replacement cost
endorsement covering all ofTenant's personal property at the Premises, and with a deductible
that is less than Ten Thousand Dollars. ($10,000); (d) Primary and Excess Liquor Liability
Insurance with primary limits of not less than One Million Dollars ($1,000,000), and excess
liability insurance of One Million Dollars ($1,000,000) for a total of Two Million Dollars
($2,000,000); (e) Professional Liability Insurance covering Golf Professional/Instructor, which
9
includes errors and omissions, personal injuryprotection, false arrest, detention, libel and slander,
sexual misconduct and employer/employment practices liability with a minimum ofTwo Million
Dollars ($2,000,000) each occurrence and Two Million Dollars ($2,000,000) each occurrence
and Two Million Dollars ($2,000,000) aggregate; (g) Worker's Compensation Insurance, as
required by the laws ofthe StateofMichigan in one amount ofnot less than One Million Dollars
($1,000,000); (h) Employer's Liability Insurance with all limits in an amount of not less than
One Million Dollars ($1,000,000); and (i) Umbrella or Excess Liability Insurance in an amount
ofnot less than Three Million Dollars ($3,000,000), with coverage being at least as broad as the
primary and underlyingpoliciesnoted above. The Parties agree that Concessionaire'sobligations
to obtain certain types ofthe following insurances shall be conditioned upon certain events or
occurrences: (a) Concessionaire shall only have to obtain and maintain the Primary and Excess
Liquor Liability Insurance at such time as Concessionaire serves alcoholic beverages at the
Premises or at such other time as such insurance is required by the laws ofthe State ofMichigan.
(b) Concessionaire shall obtain and maintain Professional Liability Insurance from the very
beginning of the Term of this Lease Agreement. (c) Concessionaire shall obtain and maintain
Applicator's Liability Insurance from the very beginning ofthe Term ofthis Lease Agreement.
Tenant and Concessionaire shall provide Landlord with proofofall insurance required by
this Agreement. Each policy required by this Agreement shall provide for at least thirty (30) days
unconditional, advance, written notice to the Landlord prior to any cancellation, termination, or
material modification ofthe Policy or any part ofthereof. Ifany policies are terminated for any
reason, Tenant must notify Landlord ofcancellation or termination. In the event that Tenant fails
to maintain and keep in force insurance as required above, Tenant will forthwith cease all
operations from and at the Premises until such failure is completely remedied.
20. Discrimination Prohibited. Tenant and Concessionaire agree to be bound by the following
provisions with respect to the Tenant's business and Concessionaire's business conducted at the
Premises:
I. Public Accommodation and Public Service. Tenant and Concessionaire
shall, where applicable, comply with all Federal, State and Local laws and
ordinances and regulations prohibitingdiscrimination. Without limiting the
scope of the preceding sentence, Tenant and Concessionaire shall comply
with the provisions of the Elliott-Larsen Civil Rights Act, Public Act 453
of 1976, as amended, and the Persons with Disabilities Civil Rights Act,
Public Act 220 of 1976, as amended, pertaining to (A) utilizing and/or
benefitting from a place ofpublic accommodation or public service and (B)
acquiring, renting, and maintaining property. In the performance of this
Agreement, Tenant and Concessionaire shall not discriminate against any
person on the grounds of race, color, religion, national origin, age, sex,
height, weight, marital status, or a disability unrelated to the individual's
ability to benefit thereby. No person shall, on the grounds of race, color,
religion, national origin, age, sex, height, weight, marital status, or a
disability unrelated to the individual's ability to benefit thereby, be
excluded from participation in, be denied the proceeds of, be denied the
benefits of, or be subject to discrimination in the performance of this
Agreement.
10
2. Employment. Pursuant to the Elliott-Larsen Civil Rights Act, Public Act
453 of 1976, as amended, and the Persons with Disabilities Civil Rights
Act, Public Act 220 of 1976, as amended, Tenant and Concessionaire shall
not discriminate against any employee or applicant for employment with
respect to hire, tenure, terms, conditions, or privileges ofemployment, or a
matter directly or indirectly related to employment, because ofrace, color,
religion, national origin, age, sex, height, weight, marital status, or a
disability unrelated to the individual's ability to perform the duties of a
particular job or position. Breach of this covenant may be regarded as a
material breach of this Agreement. To the extent they apply to Tenant
and/or Concessionaire, Tenant and Concessionaire shall also comply with
the provisions of Title VII of the Civil Rights Act of 1964, regulations
promulgated pursuant to Title VII ofthe Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Americans with
Disabilities Act of I990, the Rehabilitation Act of 1973, the Civil Rights
Act of 1991, and any other federal or Michigan law prohibiting
discrimination.
21. Title VI Plan Compliance. Tenant and Concessionaire agree to be bound by the following
provisions to the extent that the Premises have received funding from the Michigan Department
ofTransportation or the United States Department ofTransportation. To the best ofthe Parties'
knowledge, there are no MDOT dollars and no U.S. DOT dollars utilized within the Banquet
Facility:
(a) Title VJ Plan Compliance as Tenant of Landlord. Tenant, for itself, its successors in
interest, and/or its assigns, as a part ofthe consideration hereof, does hereby covenant and
agree as a covenant running with the land that in the event facilities are constructed,
maintained, or otherwise operated on the said property described in this Agreement for a
purpose for which a Landlord (i.e. the City of Dearborn Heights) program or activity is
extended or for another purpose involving the provision of similar services or benefits,
Tenant shall maintain and operate such facilities and services in compliance with all other
requirements imposed pursuant to Title 49, Code ofFederal Regulations, Department of
Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in
Federally-assisted programs ofthe Department ofTransportation-Effectuation ofTitle VI
ofthe Civil Rights Act of 1964, and as said Regulations may be amended. In the event of
breach of any of the above non-discrimination covenants, the Landlord (i.e. the City of
Dearborn Heights) shall have the right to terminate this Agreement, and t9 re-enter and
repossess said land and the facilities thereon and hold the same as if this Agreement had
never been made or issued. To the extent that they may also be applicable to
Concessionaire, Concessionaire acknowledges the foregoing covenants and requirements
ofthis paragraph (a) and agrees to be bound by them.
(b) Title VI Plan Compliance as Contractor ofLandlord. The Parties acknowledge that
Appendix 1 is attached to this Agreement and is included in it to comply with Landlord's
obligation to the Michigan Department ofTransportation to require that Appendix 1be
11
included in Landlord's vendor contracts. The Parties agree that Appendix 1 is a material
part ofthis Agreement and is incorporated herein by reference. The Parties further agree
that Tenant and Concessionaire have the duties and obligations of"contractor" as set
forth in Appendix 1. Notwithstanding what is otherwise stated in this provision, the
Parties acknowledge and agree that this provision only applies, and that Appendix 1 is
attached to, incorporated herein, and made material to this Agreement, only to the e~tent
that the legal obligations ofthe "contractor" under Appendix 1 are actually applicable to
the undertakings ofTenant or Concessionaire set forth in this Agreement under
applicable law.
22. No Third Party Beneficiary Contract. This Agreement is not intended to create beneficial
rights in or for any third party. This Agreement is entered into for the sole benefit ofthe Parties
to this Agreement.
23. No Waiver ofGovernmental Immunity. Nothing in this Agreement is to be construed as a
waiver ofany governmental immunity by the Landlord or by any person or entity affiliated with
the Landlord as provided by statute or court decision.
24. Relationship ofThe Parties. Each Party is, and shall perform its obligations under this
Agreement as an independent contractor, and as such shall have and maintain complete control
over all ofits employees, agents, and operations. Nothing contained in this Agreement is
intended to, or shall be construed to, in any way create or establish the relationship ofco-partners
orjoint venturers between the Parties. Nothing contained in this Agreement is intended to, or
shall be construed to, in any way create or establish an agency relationship or representative
relationship between the Parties.
25. Waiver OfBreach. No failure by a Party to insist upon the strict performance ofany tenn
ofthis Agreement or to exercise any tenn after a breach ofthis Agreement constitutes a waiver
ofany breach ofthe term. No waiver ofany breach affects or alters this Agreement, but every
term ofthis Agreement remains effective with respect to any other then existing or subsequent
breach.
26. Venue. The Parties agree the proper venue for any suit or claim arising out ofthis
Agreement shall be a court ofcompetent jurisdiction in the County ofWayne, State ofMichigan.
27. Compliance With Law. Tenant and Concessionaire shall comply with all Federal, State and
local laws, ordinances, policies and regulations required for the lawful performance ofthis
Agreement. Tenant shall obtain and pay for any and all governmental authorizations and permits
that are necessary to allow Tenant to make any improvements Tenant may make to the Premises.
Tenant shall provide copies ofall such authorizations and permits to Landlord. Similarly, Tenant
and Concessionaire, at each's own expense, shall obtain and keep in effect all licenses or pennits
which may be required by law to operate on the Premises. Further, Tenant and Concessionaire
shall ensure that any person, employee, or entity working at or conducting operations at the
Premises shall likewise obtain and keep in effe.ct all licenses or permits which may be required
by law. Tenant shall provide copies ofall such licenses and permits to Landlord.
12
28. Taxes and Utilities. Tenant shall pay all taxes lawfully assessed against its interests in the
property and equipment used at or in connection with the Premises, any improvements located
therein, and the conduct ofits operations at the Premises. Tenant shall not be in default in its
obligations under this Section for failure to pay such taxes pending any legal proceeding
instituted to determine the validity ofsuch taxes. Tenant shall also pay all charges for fuel,
water, sewer, gas, electricity, cable television, or other public utilities used by it at the Premises.
29. Amendments. This Agreement may not be modified orally or in any other manner except by
an agreement in writing signed by all Parties or their respective successors in interest. No
modification, additions, deletions, revisions, alterations, or other changes to this Agreement shall
be effective unless and until such change is reduced to writing, duly approved, executed, and
delivered by the Parties to each other.
30. Integrated Agreement. This Agreement contains all ofthe agreements, terms, and
conditions made between the Parties with respect to the subject matter of this Agreement. There
are no other understandings or agreements, oral or written, between the Parties with respect to
the subject matter ofthis Agreement.
31. Authorized and binding. Tenant and each person executing this Agreement on its behalf
warrant and represent to the other Parties that (a) Tenant is validly organized, existing, and
authorized to do business under Michigan law; (b) Tenant has full power and lawful authority to
enter into this Agreement; and (c) the execution ofthis Agreement by the individual who has
signed below is legally binding on Tenant in accordance with its terms. Concessionaire and each
person executing this Agreement on its behalfwarrant and represent to the other Parties that (a)
Concessionaire is validly organized, existing, and authorized to do business under Michigan law;
(b) Concessionaire has full power and lawful authority to enter into this Agreement; and (c) the
execution ofthis Agreement by the individual who has signed below is legally binding on
Concessionaire in accordance with its terms. Landlord and each person executing this
Agreement on its behalfwarrant and represent to the other Parties that (a) Landlord is validly
organized, existing, and authorized to do business under Michigan law; (b) Landlord has full
power and lawful authority to enter into this Agreement; and (c) the execution ofthis Agreement
by the individual who has signed below is legally binding on Landlord in accordance with its
terms. This Lease is binding on successors and assigns.
LANDLORD:
~~~ ~::.n-~
Its: Mayor
Dated: ~ Ji~ f~ ~
Its: City Clerk. / /2
Dated: <?/I~ 'd,;;)
13
~
Its:
Dated: 1/Jbl zc:-
7 l
CONCESSIONAIRE: KE/1JE ~ ~ I J T 1 U-'-.
~
z~ToA=u-
Its: µ,.,;,,t,J,0.6UC. ~u..~L
Dated: 8/IC/aa:::
Approved by Resolution ofCity Council adopted on Thursday, August 4, 2022.
14
APPENDIX 1
During the performance of this contract, the contractor, for itself, its assignees and successors in interest
(hereafter referred to as the "contractor") agrees as follows:
1. Compliance with Regulations: The contractor shall comply with the Regulations relative to
non-discrimination in Federally-assisted programs ofthe Department ofTransportation, Title 49, code of
Federal Regulations, Part 21 as they may be amended from time to time (hereafter referred to as the
"Regulations") which are incorporated herein by reference and made a part ofthis contract.
2. Non-discrimination: The contractor, with regard to the work performed by it during the
contract, shall not discriminate on the grounds ofrace, color, or national origin in the selection and
retention ofsubcontractors including procurements ofmaterials and leases ofequipment. The contractor
shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 ofthe
Regulation, including employment practices when the contractor covers a program set forth in Appendix
B ofthe Regulations.
3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In
all solicitations either by competitive bidding or negotiation made by the contactor for work to be
performed under a subcontract, including procurements ofmaterials or leases ofequipment, each
potential subcontractor or supplier shall be notified by the contractor ofthe contractor's obligations under
this contract and the Regulations relative to non-discrimination onthe grounds ofrace, color, or national
origin.
4. Information and Reports: The contractor shall provide all information and reports required by
the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records,
accounts, other sources ofinformation, and its facilities as may be determined by the City ofDearborn
Heights to be pertinent to ascertain compliance with such Regulations or directives. Where any
information required of a contractor is in the exclusive possession ofanother who fails or refuses to
furnish this information, the contractor shall so certify to the State highway department, or the Federal
Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the
information.
5. Sanctions for Non-compliance: In the event ofthe contractor's non-compliance with the non-
discriminationprovisions ofthis contract, the City ofDearborn Heights shall impose such contract
sanctions as it orthe Federal Highway Administration may determine to be appropriate, including, but not
limited to:
(a) Withholding ofpayments to the contractor under the contract until the contractor complies,
and/or
(b) Cancellation, termination, or suspension ofthe contract, in whole or in part.
6. Incorporation ofProvisions: The contractor shall include the provisions ofparagraphs (1)
through (6) in every subcontract, including procurement ofmaterials and leases ofequipment, unless
exempt by the Regulations, or directives issued pursuant thereto. The contractor shall take such action
with respect to any subcontract or procurement as the City ofDearborn Heights may direct as a means of
enforcing such provision including sanctions for non-compliance: Provided, however, that, in the event a
contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a
result ofsuch direction, the contractor may request the City ofDearborn Heights to enter into such
litigation to protect the interests ofthe City and, in addition, the contractor may request the State highway
department to enter into such litigation to protect the interests ofthe State and/or the United States to
enter into such litigation to protect the interest ofthe United States.
15
EXHIBIT A
Team Issa shall agree to providea first-class public golfexperienceincluding, discounted resident,
military, and first responder rates, and annual pass plans for Dearborn Heights residents. Team
Issa shall also run public golfleagues and golfoutings, sponsor a summer junior golf program,
host high school golf teams, and tournaments, as well as run all other aspects ofthe business
operations ofWarren Valley GolfCourse.
With respect to maintenance and the golfcourse grounds, starting April 1, 2023, and for the life
ofthe lease, Team Issa shall agree to take possession of, maintain and operate the Warren Valley
GolfCourse ("WVGC") providedthat when TeamIssatakes possession ofWVGC, the golfcourse
is in "playable condition" that is reasonably consistent with basic agronomy standards for
"Greens," "Tees," "Fairways," "Rough," "Bunkers," "Irrigation Standards" and "Other" as
outlined in detail below:
1. GREENS: The objective of a satisfactory green is a putting surface with smoothness,
firmness, limited grain, and overall uniformity.
• Greens should be mowed daily during the growing season.
• Grooming and/or verticutting should be used to control grain and keep it at
acceptable levels.
• Greens will be rolled to maintain USGA minimum speed objectives of"slow" (96
inches / eight feet ofroll on a stimpmeter)
• Growth regulator will beapplied as an aid to increase green speed, reduce excessive
growth and increase turfdensity.
• Greens should be top dressed weekly for smoothness, firmness and to control
thatch.
• Greens should be aerated as follows: All holes should be aerated in the spring using
.25 ofan inch hollow tines. Late fall aeration will consist of.5 x 10-inch deep drill
tines covering all holes. Topdressing sand should be fully and carefully
incorporated into the aerification holes.
• Greens apron and collars will be maintained with an adequate and consistent
cushion ofrough from the collarto the bunker. Collars should bemowed at ~.5 of
an inch during the spring and will generally be 36-48 inches wide.
2. TEES: Theobjective ofa satisfactory tee box is a teeing surface that is smooth, firm, level,
and without weeds. Tees will be closely mowed and consist of predominate bentgrass.
Ryegrass will be introduced in high-wear areas. A conscientious effort will be taken to
maintain tees to resemble greens only cut slightly higher.
• Tees will be mowed at ~.5 ofan inch.
• Tees will generally be mowed four days a week depending on growth.
• The turfgrass quality will take priority over competition from tree roots, shade,
and restricted air circulation. Trees will be thinned and pruned on an as-needed
basis to ensure the highest quality ofthe turf.
16
• Tees will be aggressively aerated in the spring and fall using an Aerator with .75
ofan inch hollow tines. Topdressing sand will be incorporated into aeration holes.
• On each hold, five tee box locations shall be marked (Pro, Men's, Ladies, Senior,
Junior) with tee box markers.
3. FAIRWAYS: The objective of a satisfactory fairway is turf that is predominately
populated with bentgrass with good density, uniformity, smoothness, and firmness with a
minimum ofthatch while exhibiting good drought tolerance.
• Fairways will be mowed at ~.5 ofan inch.
• Fairways will be aerated aggressively in the late fall with an aerator at a 3•inch
depth removing a soil core ofnot less than .5 ofan inch.
• Growth regulators will be used in the fall months to enhance bentgrass density
and reduce irrigation and clippings.
• Sand topdressing will be applied to fairways to improve firmness, and drainage,
and aid in thatch reduction.
• All necessary chemical applications will be applied as early as possible so as to
cause as little interference with play as possible.
• All chemical applications will be applied under the direction ofa state•licensed
applicator.
• Efforts should be made to apply safe products to the disease suppression and
control program.
4. ROUGH: The objective ofsatisfactory rough is a mix of poa, bent, and ryegrass that is
between 1.5 and 2.5 inches long that is without weeds.
• The rough should be mowed a minimal oftwo times a week.
• The rough bordering fairway bunkers will be maintained regularly to maintain a
proper turfbuffer between the bunker and fairway.
• The rough will be mowed at least once a week when actively growing with
perimeters offairways cut a second time ifneeded.
• Growth regulators will be used in the spring and fall, to slow the growth rate of
the grass around the fairway perimeter.
• Broadleafweeds will be controlled as needed to promote aesthetics, playability,
and uniformity.
• Edges and O.B. areas ofcourse will be mowed monthly: these areas include
wooded areas with turf, fence edges, and out-of-the•way native/meadow areas.
5. BUNKERS: The objective of satisfactory bunkers is to have bunkers with the proper
amount ofsand and be well distributed without rocks or other loose impediments.
• A mechanical raking machine will be used periodically (weekly) to loosen
compacted sand and control weeds.
17
• The bunker edges facing the green will be maintained with a crisp edge consisting
ofa 2 to 3-inch lip. The rear edges will be maintained with the sand reasonably
flush with the turf.
• Stone and debris removal will be tended to with regular maintenance.
• The sand depth will be maintained at no less than 4 inches.
• The bunkers will have adequate rakes around them. Large bunkers will have at
least 3 rakes and small bunkers will have at least 2.
• The edges ofbunkers will be over-seeded annually with drought-tolerant turfor
re-sodded as needed in the fall.
• The edges ofbunkers will be regularly fertilized with organic products in addition
to the regular rough fertilization program.
• A preventive insecticide will be used along with fairway spray applications.
6. IRRIGATION SYSTEM AND WATER
• The edges ofbunkers will be regularly fertilized with organic products in addition
to the regular rough fertilization program.
• A preventive insecticide will be used along with fairway spray applications.
• The turfwatering system will be provided in working condition and the City shall
be responsible for the cost ofall irrigation and drainage repairs;
• The system will be programmed to operate during non-play hours as weather
dictates;
• All irrigation leaks will be repaired;
• All drainage clogs and leaks shall be repaired;
• The systems pump station will be inspected and repaired by trained professionals
prior to season activation.
• Sprinklerheads will be inspected, repaired, and/or replaced and adjusted to
maintain proper watering patterns.
• Ponds will be treated to eliminate unwanted odors and aquatic weeds.
• Every effort will be made not to overwater and cause wet areas on the course.
7. OTHER:
• The City of Dearborn Heights shall furnish Team Issa with all necessary tools and
equipment to maintain the golfcourse on an ongoing basis; City shall own title to
all equipment.
• The course will be maintained with safe cart paths to accommodate cart usage.
• Rope and signage will be used to direct cart traffic wherever necessary.
• Dead, fallen and overgrown trees and brush shall be removed.
• Trees in high-traffic areas (Club House, walk paths, etc.) will be checked for
weak limbs, and hanging limbs and maintained or removed as necessary.
• Evergreen trees will be limbed up and trees will be pruned as time permits.
18
• Maintenance Shed, Pwnp Houses, Bathrooms, Bridges, and all fixtures shall be in
safe and working condition; ongoing repairs to be paid by City.
OngoingMaintenance PostPossession ofGrounds: Notwithstanding occasionallackofweather
cooperation and other acts ofGod, once Team Issa takes possession ofWVGC and for the life of
the lease, Team Issa shall maintain the golfcourse in as good or better condition as when Team
Issa takes possession and begins operationofthe golfcourse grounds. Bythe spring of2025, Team
Issa shall maintain the grounds in the same or better shape than other courses in the metro-Detroit
area ofsimilar priced greens fees for the life ofthe lease.
Transparency: Team Issa shall install a cloud-based golf course management system and will
provide the city with complete transparency, including real-time access to all revenue and golf
reports.
19
Couse
WholeQme
Rough
Famy
Teel!ol:es
Gleens
Gleens
5.ridUaps
Whole Coorse
Whole Coorse
WholeCoorse
Whole Coorse
Whole Course
W
hole Coorse
Whole Course
Whole Coorse
~OLINE
LABOR
lABOR
LABOR
Superinoodent
LABOR
lABORSANO
EXHIBITB
fHASE ONE: RESTORARllOH Of 11 HOLE GOl.fCOURSE fOR 2023 SEASON
Equipmentto Restore and llalntaln 18 Holes for 2022
Equlpmem ~-,......!~J.:~,--....., Ovan!i!'f Pri08 fer Low
Busl! ~ Movrer
'!!'~~.~~J~.~I.~~~. $15,000.00
Roogh~ u-!S-!OOJ $50,000.00
FairwayMollll's Tc:r~a;oosen or John lleefe Reel ~rs $20,000.00
Teebox/Fairway ~ O,eTOlllT~in shed.ljlpears 115,000.00
Greens Mowifs Toro, Jaoobs!II c:rJohn Deere Reel~ $20,000.00
Greens RoliEfs Toro. Jaccbsen c:r John Dee!e Reel MoMn $10,000.00
Bunker Rake ISand Pro _,,~dpru, Smralco,Jae Bunl'a Ra~~- $7,500.00
Tractor
Sprayer
Sprayer
U
tirrty Cert
Chemlcals
Seed
Seeder
Aerifeier
Petroand Diesel
35Wetks
Aq Purpose Qoond~ew
Supelintendenl
.........~_.,,....,..
Aotronex b-1 Ohio ID test
Bunl.e! Restoration
Bunker Sand
Equipment
Labor
l'rigaion and Drainage
Santraps
Reparable.
-•r-,~~~1!1~,-,_,,_
.',jlpllcalioo
Toro/John DeereU!ilily ~
Nulrl!lltand f'es'icides
_.,,,_,,.,, .........._..,,.,,,.,,..,_.,.,_
se$ling standard
Seeds GellCourse
l'roCore
Petroand 0~
Labor
60 Hours WeeklyMov.ing $2M!our
....... ...._,.,_.,_
....~-·•"·
)"""", .....,.,....
•.
--,.!'1~!.ll~,~~~.~- $20/Hour X20 Weeks
Mixing, Plan and ljlplication)
M''l:l""'"""' "'l-""l"t'........................_ .
lnlpllon and Dr1l111ge
flushed and closed doMI pr(llerty end oflast
.................................~.....,~...._,,,_,,., ,..- .J~~IP.!i"L
Low
and rttdga &mers~t$2Mloor
Sane! llr 25bunkersat$50~
High
~.000.00
$248,000.00
$50,000.00
132,500.00
$896,500.00
$911,000.00
$494,000.00
$300,0®,00
$65,0tKl.OO
11,no,000.00
20
$5,000.00
$10,000.00
$5,000.00
$7,000.00
$15,000.00
110,000.00
1100,000.00
115,000.00
$15,000.00
$42,000.00
$126,000.00
$80,000.00
$50,000.00
$20,000.00
112,500.00
Prl08 PerHigh Eslinate LIM Eslinate High
$30,000.00 $30,000.00 $60,000.00
$80,000.00 $100.000.00 $160,000.00
$40,000.00 $4MOO.OO $80,000.00
$30,000.00 sa~.000.00 $60,000.00
$40,000.00 $40,000.00 180,000.00
$20,000.00 $20,000.00 $40,000.00
$15,000.00 115,000.00 $30,000.00
$15,000.00 $5,000.00 $15,000.00
$40,000,00 $20,000.00 $40,000.00
115,000,00 $5,000.00 115,0CIO.~ .
$12,000.00 $21,000.00 $21,000.00
$50,000.00 $100,000.00 $100,000.00
SS0,000.00 110,000._
oo ~5C.ooo,oo
11(1,000.00 1100,000.00 $100,000.00
$30,000.00 1!~000.00 $30,000,00 ;
$30,000.00 $1~000.00 SJ~,000.00. !
TOTAL J561,000.00 $~1.000.00
$148,QOO.OO 142,000.00 ; $148,000.00
$226,000.00 $126,000.00 $226,000.00
$120,0~00 $80,000.00 $120,000.00
TOTAL IW,000.00 J,fU,000.00 ;
1300,000.00 $5,0,000.0I) $300.000._
00
:
TOTAL $50,000.00 $300,000.00
$40,000.00 $20,000.00 $40,000.00 .
$25,000.00 $12,500.00 ~25,00~.()9
TOTAL $32,500.00 ~5,000.00.

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Dearborn Heights Golf Course Lease

  • 1. 9lYot- a/ ..-1-">~ ~ 'I .. , ;"" .d'. City of Dearborn Heights I ,t_ 6045 FENTON• DEARBORN HEIGHTS, MICHIGAN 48127 l (Jil!:10,ltU A , Nl::IG 11"'S Lynne M. Senia CITY CLERK TO: FROM: DATE: RE: Mayor Bazzi City Clerk Senia August 8, 2022 Lease and Concession Agreement between the City of Dearborn Heights and Issa Brothers, LLC and Revive Golf Management, LLC The following is a copy of a motion adopted at the Special Meeting of the Dearborn Heights City Council held on August 4, 2022. 22-335 Motion by Councilman Muscat, seconded by Councilman Baydoun to approve the revised agreement between the City of Dearborn Heights and Issa Brothers, LLC and Revive Golf Management, LLC for the lease, sublease and operation of the Warren Valley Golf Course and to authorize the Mayor and City Clerk to sign the agreement on behalf of the City, as outlined in 8-A. Per Mayor Bazzi communication dated August 1, 2022. LMS/df After further discussion, the above motion was amended to reflect the following: Motion by Councilman Muscat, seconded by Councilman Beydoun to approve the revised agreement between the City of Dearborn Heights and Issa Brothers, LLC and Revive Golf Management, LLC for the lease, sublease and operation of the Warren Valley Golf Course and to authorize the Mayor and City Clerk to sign the agreement on behalf of the City subject to the condition that the Certificate of Occupancy estimated repairs are less than or equal to $800,000.00. If the repairs are more than $800,000.00 then the agreement will be void, as outlined in 8-A. Per Mayor Bazzi communication dated August 1, 2022. Ayes: Council Chairman Abdallah, Council Chair Pro Tern Muscat, Councilman Baydoun, Councilwoman Bryer, Councilman Constan. Nays: Councilman Wence!. Absent Councilman Ahmad. Motion adopted cc: Building and Engineering City Engineer Corporation Counsel Issa Brothers, LLC Revive Golf Management, LLC File Office: (313) 791-3430 • Fax: {313) 791-3431 lsenia@ci.dearbom-heights.mi.us ..e,. 0
  • 2. TO: FROM: DATE: RE: Mayor Bazzi City Clerk Senia August 8, 2022 City of Dearborn Heights 6045 FENTON • DEARBORN HEIGi-iTS, MICHIGAN 48127 Warren Valley Golf Course - Spending on Repairs and Certificate of Occupancy Lynne M. Senia CITY CLERK The following is a copy of a motion adopted at the Special Meeting of the Dearborn Heights City Council held on August 4, 2022. 22-336 Motion by Councilman Muscat, seconded by Councilwoman Bryer to approve spending $800,000.00 to fix the Warren Valley Golf Course and receive a Certificate of Occupancy, as outlined in 8-B. Per Mayor Bazzi communication dated August 1, 2022. LMS/df Ayes: Council Chairman Abdallah, Council Chair Pro Tern Muscat, Councilman Baydoun, Councilwoman Bryer, Councilman Constan. Nays: Councilman Wencel. Absent: Councilman Ahmad. Motion adopted cc: Treasurer Comptroller File Office: (313) 791-3430 • Fax: (313) 791-3431 lsenia@ci.dearborn-heights.mi.us ..... C,
  • 3. Lease And Concession Agreement This Lease and Concession Agreement ("Agreement") is made between Landlord, Tenant, and Concessionaire (collectively the "Parties") who agree as follows: 1. Basic lease definitions. The following defined terms will be used throughout this Agreement: a. Lease Date means August 1, 2022, or upon City Council approval, whichever is later. b. Landlord means the City ofDearborn Heights. or its successors in interest. c. Landlord Notice Address means 6045 Fenton, DearbornHeights, MI 48127. d. Tenant means Issa Brothers, LLC. e. Tenant Notice Address means 5952 N. Telegraph Road, Dearborn Heights, MI 48127. f. Concessionaire means Revive GolfManagement, LLC. g. Concessionaire Notice Address means 18720 Mack Avenue, Suite 210, Grosse Pointe, MI 48236. h. Greens Fees means all revenue charged to a golfer in connection with playing golf at Warren Valley GolfCourse. Greens Fees revenue expressly excludes: I.) all Merchandise, Equipment, Food and Beverage Sales, 2.) all taxes, credit card processing fees and third- party booking fees, 3.) lesson, range and non-golf course, golf services revenue, 4.) registration deposit collected for loyalty program and annual passholders programs, 5.) all employee, complimentary, promotional or donated rounds offered by Concessionaire at Concessionaire's solediscretion, and, 6.) all revenue collected in connection with GolfCart fees ($10 for 9 holes, $20 for 18 holes and not to exceed 5% increase in any calendar year). i. Premises means the Warren Valley GolfCourse and Banquet Center located at 26116 W. Warren Street, Dearborn Heights, MI 48127. The Premises include both of the following types ofreal property that constitute the Warren Valley GolfCourse and Banquet Center: (1) The real property that Landlord purchased from the County ofWayne pursuant to the Warren Valley Golf Course Purchase Agreement ("WVGCPA") - This real property was described in the WVGCPA as Purchase Parcel 1 and Purchase Parcel 2. It is 210.63 acres, more or less. (2) The real property that Landlord is leasing from the County of Wayne pursuant to the Warren Valley Golf Course Lease Agreement ("WVGCLA")-This real property was described in the WVGCLA as Lease Area #1 and Lease Area #2. It is 12.35 acres, more or less. J. Term means Ten Years with two five-year renewals. k. Lease Year means the period beginning on the Lease Date and ending on the day prior to that in the following calendar year. I. Lease Commencement Date means the date that the Tenant obtains a Certificate of Occupancy for the Premises. m. Concession Commencement Date means April 1, 2023, or such later date as the City of Dearborn Heights is able to complete all repairs necessary for the Golf Course to be in "Playable Condition" as defined in Exhibit A. n. Concession Term shall mean the Concession Commencement Date through the Expiration Date. o. Expiration Date means the last date ofthe Term, inclusive ofany renewal terms exercised by the Tenant. p. Annual Base Rent means $60,000. q. Monthly Installment ofBase Rent means $5,000.
  • 4. r. Designated Use means a banquet facility as well as the bar and grill facility, including grounds around the building that can be used for outdoor events and dining. The Landlord recognizes that the Concessionaire intends to sell alcoholic beverages on the Premises. s. Applicable Laws means all statutes, codes, ordinances, administrative rules, regulations, and orders or directives ofany governmental authority. 2. Premises. Landlord leases the Premises to Tenant to the extent that Landlord owns the real property that is part ofthe Premises and Landlord subleases the Premises to Tenant to the extent that Landlord is leasing the property that is part of the Premises from the County of Wayne. Pursuant to Section 9.1 ofthe WVGCLA, this Agreement is conditioned on the County's written consent to the sublease of the portions of Premises the Landlord is leasing from the County. Further, as also required by Section 9.1 of the WVGCLA, the Tenant and the Concessionaire agree to abide by all terms of the WVGCLA, Tenant has inspected the Premises and Tenant recognizes that substantial investment will need to be made in order for the Premises to meet the needs ofthe Designated Use. Landlord must make reasonable efforts to deliver possession ofthe Premises on the Lease Date. In addition to the Premises, Tenant shall have unrestricted use ofthe exterior ofthe Premises to enable Tenant's customers to access the Tenant. Landlord agrees not to impede or frustrate Tenant's use ofthe exterior for outdoor events and for outdoor seating. Further, the Landlord shall be responsible for the maintenance of the parking lot and sidewalks surrounding the Premises. Ifapproved by the City, the Tenant shall have the right to construct, at its sole cost and expense, additions to the building that would expand the footprint ofthe Banquet Center structure so that the facility can accommodate larger events than are presently permitted. It is recognized that expanding the second-floor banquet space could also result in the construction of additional facilities on the first floor that may be an addition to the current offerings or be constructed to provide for additional amenities for the Premises. In any event this new construction area would become Landlord property on the Expiration Date. 3. GolfCourse. The Tenant has identified Concessionaire to act as a member ofthe Tenant's team to operate the Golf Course, under Tenant's oversight and subject to the Landlord's satisfaction ofcertain conditions precedent as defined in Exhibit A. Specifically, the Landlord is to have the Golf Course in "Playable Condition" as defined in Exhibit A in order for these conditions precedent to be satisfied. The Parties recognize that the Landlord intends to study the Golf Course condition this year and to work with Wayne County to best detennine how the Golf Course can support flood mitigation measures for the City of Dearborn Heights. Additionally, during this next year, the City shall assess the condition ofseveral key elements ofthe golfcourse from a safety and capital infrastructure perspective. These key elements include the bathrooms, thebridges, the cartpaths, the pumps, the sidewalks and the parking lot. After the Citycompletes its assessment and obtains a certificate ofcompliance and/or certificate ofoccupancy for the golf course, and the City, utilizing Concessionaire, meets the maintenance requirements of the Golf Course as contained in Exhibit A, the Concessionaire shall assume the full operations ofthe Golf Course pursuant to this Agreement and shall commence paying the Landlord a Concession Fee equal to 10% of gross Greens Fees on the Concession Commencement Date. This Concession 2
  • 5. Fee shall be paid on a monthly basis within 30 days ofthe end ofthe month for which the fee is due except if the 30th day is a Saturday, Sunday, day that Landlord's City Hall is closed to the public, or holiday. Ifthe 30th day is a Saturday, Sunday, day that Landlord's City Hall is closed to the public, or holiday, then the payment ofthis Concession Fee shall be made on the next day that is not a Saturday, Sunday, day that Landlord's City Hall is closed to the public, or holiday. The Landlord commits to make the necessary investment in the golfcourse propertyinsubstantial compliance with the budget contained in Exhibit B to this Agreement. It is anticipated that the City will require the expertise of the Concessionaire in making this investment, including identifying new and/or used equipment necessary to achieve Playable Condition as described in Exhibit A. TheConcessionaireshall becompensated in accordance with the laborrates contained in Exhibit B for the work performed. Further, the Landlord agrees to purchase all equipment necessary for the proper maintenance ofthe GolfCourse at its own expense. Until such time as the Landlord purchases the equipment, the Landlord may request in writing that the Concessionaire lease such equipment and pass those lease costs along to the Landlord for payment. The Tenant shall review invoices from the Concessionaire associated with the labor and/or equipment rental prior to submitting those invoices to the Landlord for approval. The Tenant agrees not to add any administrative mark-up on the invoices prior to submitting those invoices for payment. 4. Term. The initial term shall be ten years with two five-year renewal terms. The term commences on the Lease Date and expires on the Expiration Date, unless otherwise terminated or extended as provided in this Lease. The renewal terms shall be on the same terms as the initial term and are triggered by the Tenant providing notice to the Landlord ofits intent to renew not less than six months prior to the end ofthe term. Any agreement to extend the term beyond twenty years will require the Parties to agree upon new rental rates. 5. Rent. Beginning on the Lease Commencement Date, Tenant will pay Landlord the Annual Base Rent. The Annual Base Rent will be paid by Monthly Installment of Base Rent, to the order of Landlord, in advance, on the first day ofeach calendar month, at Landlord's office or any other place that Landlord designates in writing. Ifthe Commencement Date is other than the first day ofa calendarmonth, the Monthly Installment ofBase Rent for the partial first calendar month of the Term will be prorated on a daily basis and paid on the Commencement Date. 6. Additional Payments to Landlord for Sale ofAlcoholic Beverages. The Parties anticipate that the Concessionaire will sell alcoholic beverages on the Premises either by way ofa golf course liquor license for the Warren Valley GolfCourse or by way ofa different type ofliquor license. The Parties acknowledge that there is uncertainty about the Liquor Control Commission's view and requirements for such a liquor license, since Landlord's current golfcourse liquor license has involved a different type ofconcession arrangement than what is set forth in this Agreement. The Parties agree to cooperate in securing the appropriate license(s) and/or permit(s) to allow for the saleofalcoholic beverages on appropriateportions ofthe Premises. Further, the Parties agree that Landlord shall be paid 10% ofnet profit from the sale ofalcoholic beverages on the Premises (hereafter "Liquor Concession Fee") whether or not the revenues leading to such net profit are 3
  • 6. received by Tenant or Concessionaire. The duty to pay this Liquor Concession Fee shall be a joint obligation of the Tenant and the Concessionaire. The duty to pay this Liquor Concession Fee shall be in addition to (a) the Tenant's duty to pay rent and (b) the Concessionaire's duty to pay the Landlord a Concession Fee equal to 10% ofgross Greens Fees. The Liquor Concession Fee shall be paid on a monthly basis within 30 days ofthe end ofthe month for which the fee is due except if the 30th day is a Saturday, Sunday, day that Landlord's City Hall is closed to the public, or holiday. Ifthe 30th day is a Saturday, Sunday, day that Landlord's City Hall is closed to the public, or holiday, then the payment ofthe Liquor Concession Fee shall be made on the next day that is not a Saturday, Sunday, day that Landlord's City Hall is closed to the public, or holiday. 7. Quiet enjoyment. Unless this Lease is terminated or Tenant is evicted in accord with Michigan law, Landlord will not disturb Tenant's quiet enjoymentofthe Premisesor unreasonably interfere with Tenant's Designated Use of the Premises. Tenant must permit Landlord to enter the Premises during regular business hours for the purpose ofperiodic inspection. 8. Use ofthe Premises. The Premises will be used for the Designated Use and for no other purpose. Tenant will not use the Premises in any manner that violates the Building Rules or Applicable Laws. Tenant also agrees to permit Landlord to utilize the Premises for periodic events upon the mutual agreement to the timing ofthose events. It is the intent ofthe Parties that the Landlord shall not have more than ten events per year at the Premises. 9. Investment and Repairs. The Tenant agrees to make a significant investment in the Premises of Three Million Four Hundred Thousand Dollars ($3,400,000.00) during the term of this Agreement, inclusive ofthe renewal terms. This investment will include the Banquet Center, the Bar/Grille, the Pro Shop, the kitchen facilities, and the purchase of tables, linens, and other catering equipment necessary for the successful operation of the Premises with city approved Certificate ofOccupancy. Tenant must maintain the Premises in good repair to the reasonable satisfaction ofLandlord, in a clean and safe condition, and in accord with Applicable Laws. The Tenant shall provide evidence to the Mayor, or the Mayor's designee, of the Tenant's ability to make this level ofinvestment during the term ofthe Agreement. (b) Specific Provisions Related to hnprovements to the Premises. (i) In general. Subject to the requirements of this Agreement, Tenant can make improvements to the Premises under this Agreement. Any improvements made by Tenant shall be made in a good and workmanlike manner with good materials and in accordance with the approved buildings plans. The Premises shall be left at the completion ofsuch work in a safe and cleancondition. TheTenant shall ensure that all work performed hereunder is performed in conformity with all applicable building codes and policies. All such improvements to the Premises shall become the property of the Landlord at no cost to the Landlord except as otherwise expressly provided in this Agreement. (ii) Lessor's Approval. 4
  • 7. (I) Tenant shall not make any improvements to the Premises that require a building permit from the City without first applying for a permit and then complying with all applicable provisions ofthe Code. The Tenantshall not, however, need to seek approval from the Landlord for any cosmetic work or for work that does not require a permit from the City ofDearborn Heights. (ID All permanent additions to the Premises, and all alterations and improvements which become attached to the Premises shall belong to the Landlord at no cost. Yet, removable trade fixtures that are added by Tenant that may reasonably be expected to be removed from the Premises without damaging the Premises may be removed by the Tenant; and they remain the Tenant's property. However, removable trade fixtures that are added by Tenant that may only be removed in such a way that the removal is reasonably expected to damage the Premises may not be removed by the Tenant; said fixtures become the property ofLandlord at no cost to the Landlord. (iii) Tenant's Miscellaneous Duties During Construction Of Improvements (I) Tenant shall defend, release, indemnify, and hold harmless the Landlord against any and all actions, claims, demands, costs, damages, penalties, or expenses ofany kind which may be brought or made against the Landlord or which the Landlord may pay or incur by reason ofany work in or about the Premises which may be performed by the Tenant or anyone acting on the Tenant's behalf where such work pertains to any prospective or completed improvements contemplated under this Agreement. (II) Tenant shall cany with a reputable company authorized and licensed to do business in the State ofMichigan, policies ofinsurance against public liability and property damage with limits ofat least Two Million Dollars ($2,000,000.00) for each occurrence and at least Five Million Dollars ($5,000,000.00) aggregate. This insurance shall be in effect at all times when any work is done on the Premises by the Tenant or anyone acting on the Tenant's behalfand shall name the Landlord as an additional insured. Before any such work starts, Tenant shall furnish Landlord with Certificates of Insurance evidencing compliance with these insurance requirements. (III) During construction ofany improvements, Tenant shall also carry fire and extended coverage insurance under the Builder's Risk Form to the extent ofthe full insurable value ofthe Tenant's improvements at all times as the work progresses. Each policy shall require prior notice to Landlord in the event insurer proposed to change or cancel the policy. Ifthe Tenant fails to obtain and keep in force insurance as required herein, the Landlord may order that Tenant cease all work on the project until such time the insurance required to be carried by the Tenant is reinstated. All insurance coverage shall name (i) the Tenant, as an insured, and (ii) the Landlord as an additional insured and a loss payee. (IV) During construction ofany improvements, Tenant shall also carry worker's compensation insurance covering all ofits employees performing the work to the extent and amount required by law. Tenant shall also ensure that any contractor has such insurance in place during the construction. Tenant shall obtain such insurance from a reputable insurance carrier licensed to do business in the State ofMichigan. Likewise, Tenant shall ensure that any 5
  • 8. contractor has obtained such insurance from a reputable insurance carrier licensed to do business in the State ofMichigan. Evidence ofsuch insurance and ofthe reputation ofthe insurance carrier(s) will be furnished by the Tenant to the Landlord. 10. Indemnification. Tenant will indemnify and defend Landlord and Concessionaire against all claims for bodily injury or property damage relating to the Premises. The claims covered by this indemnification include all claims for bodily injury or property damage relating to (a) the condition of the Premises; (b) the use or misuse of the Premises by Tenant or its agents, contractors, or invitees; or (c) any event on or within the Premises, whatever the cause. Tenant's indemnification does not extend to liability for damages resulting from the sole or gross negligence ofLandlord or from Landlord's intentional misconduct. Landlord will indemnify and defend Tenant and Concessionaire against all claims for bodily injury or property damage relating to the parking lot, and the sidewalk during the term of this Lease. The claims covered by this indemnification include all claims for bodily injuryor property damage relating to (a) the condition of the property; (b) the use or misuse of the Building by Landlord or its agents, contractors, or invitees; or (c) any event on or within the Property for which the Landlord shall remain responsible, whatever the cause. Landlord's indemnification does not extend to liability for damages resulting from the sole or gross negligence ofTenant or from Tenant's intentional misconduct. The Landlord will further indemnify the Tenant and Concessionaireagainst all claims forbodily injury, orpropertydamage related to the GolfCourse prior to the Concession Commencement Date, except to the extentthat the Landlord has engaged Concessionaire to assist with the golfcourse achieving Playable Condition and the claim related to the negligent acts or omissions ofthe Concessionaire. From the Concession Commencement Date through the Expiration Date, the Concessionaire shall indemnify the Landlord and the Tenant against all claims for bodily all claims for bodily injury or property damage relating to the Premises. The claims covered by this indemnification include all claims for bodily injury or property damage relating to (a) the condition of the Premises; (b) the use or misuse ofthe Premises by Tenant or its agents, contractors, or invitees; or (c) any event on or within the Premises, whatever the cause. Tenant's indemnification does not extend to liability for damages resulting from the sole or gross negligence of Landlord or from Landlord's intentional misconduct. 11. Eminent domain. If ten percent or more of the Premises is taken through eminent domain, including a conveyance in lieu ofa taking, this Lease will automatically terminate as ofthe date that title is vested in the condemning agency. Notwithstanding this termination, Tenant is required to pay rent and the Concessionaire is required to pay Concessions through the date that they actually surrender possession ofthe Premises. 12. Assignment and subletting. Tenant and Concessionaire must not assign this Agreement or sublet the Premises without the prior consent of Landlord, which may not be unreasonably withheld. However, the assignment ofthis lease in whole or in part to a Special Purpose Entity that has common ownership with the Tenant shall not require Landlord approval provided that 6
  • 9. the Special Purpose Entity agrees to be bound by all terms and conditions of this Agreement. However, the Tenant and the Concessionaireshall not assign orsublet any portionofthe Premises that the Landlord leases from the County of Wayne without the express written consent of the Landlord and the County ofWayne. The Parties acknowledge that (a) the County ofWayne has no obligation to consent to any such sublease or assignment and (b) the Landlord has no obligation to attempt to persuade the County ofWayne to do so. Further, ifotherwise consented to by the Landlord and the CountyofWayne, no such assignment or sublease by either the Tenant or the Concessionaire shall be effective unless and until the assignee or sublessee shall also agree to be bound by the requirements ofthe WVGCLA. 13. No Right to Mortgage the Premises. The Tenant recognizes that it has no right to obtain a mortgage against the Premises. 14. Right of First Refusal. In the event that the Landlord decides to sell all or a portion of the Premises, the Tenant shall be granted a given a right offirst refusal to purchase on the same or similar terms as the City is seeking from another purchaser. In the event that the City undertakes to sell all or a portion ofthe property by way of a public solicitation, this Right of First Refusal means that the Tenant shall not be required to participate in the bid process but shall be given the opportunity to match the offer that the City determines to be the best bid received. 15. Remedies. Default means (a) Tenant's failure to pay Rent; (b) Tenant's failure to perform any covenant or condition of the Lease for 30 days following a demand by Landlord, plus any additional time that is necessary to cure the Default, as long as Tenant commences a cure within the 30-day period and diligently pursues the cure; (c) Tenant's filing ofa petition for bankruptcy, reorganization, liquidation, dissolution, or similar relief; (d) any proceeding filed against Tenant seeking bankruptcy, reorganization, liquidation, dissolution, orsimilarreliefthat is not dismissed within 90 days after filing; (e) the appointment ofa trustee, receiver, or liquidator for Tenant or a substantial part of Tenant's property; (f) Tenant's abandonment of the Premises; (g) Concessionaire's failure to maintain the golf course in accordance with the requirements of Exhibit A, or (h) Concessionaire's failure to make timely concession payments when due to Landlord. Landlord has the power to terminate this Lease and evict Tenant on the occurrence ofa Default. Landlord will exercise this power by the delivery of a notice of termination. 16. Condition on expiration. On the Expiration Date, Tenant and Concessionaire will promptly deliver all keys for the Premises to Landlord. Tenant will deliver the Premises broom clean and in the same condition as on the Lease Date, reasonable wear and tear excepted. Any damage to the Premises resulting from the removal oftrade fixtures or other items ofpersonal property will be repaired at Tenant's expense. Tenant will reimburse all expenses paidorincurred by Landlord in connection with repairing or restoring the Premises to the designated condition immediately on demand. If the Premises have become damaged or destroyed by fire or another casualty, Tenant will restore them to the required condition, including any modifications required to comply with current codes and regulations. Tenant will remove its personal property and trade fixtures from the Premises immediately on termination. Tenant represents that it is Tenant's intention that all personal property and trade fixtures remaining on the Premises aftertermination 7
  • 10. are abandoned by Tenant. Landlord may sell, discard, or keep such personal property and trade fixtures as it deems appropriate in its sole discretion. Tenant will reimburse all expenses paid or incurred by Landlord in connection with removing Tenant's personal property and trade fixtures immediately on demand. 17. Communicatio~s. All notices, demands, requests, consents, and communications required or provided under this Lease (Communications) must be in writing. Any Communications from Landlord to Tenant are deemed duly and sufficiently given if a copy has been: (a) personally delivered; (b) mailed by U.S. mail, postage prepaid; or (c) sent by professional delivery service to Tenant at the Tenant Notice Address or another address that Tenant has designated in writing. Any Communications from Landlord to Concessionaire are deemed duly and sufficiently given ifa copy has been: (a) personally delivered; (b)'mailed by U.S. mail, postage prepaid; or (c) sent by professional delivery service to Concessionaire at the Concessionaire Notice Address or another address that Concessionaire has designated in writing. Any Communications from Tenant and/or Concessionaire to Landlord are deemed duly and sufficiently given ifdelivered to Landlord in the same manner at the Landlord Notice Address or another address that Landlord has designated in writing. Communications sent by U.S. mail are deemed received on the next regular day for the delivery ofmail after the day on which they were mailed. 18. Construction and interpretation. This Agreement will be construed in accord with Michigan law. This Agreement has been negotiated at arm's length and carefully reviewed by all parties. This Agreement is not to be construed against any one Party. The use ofthe word may in describing the right ofa party means that the party has the discretion, but not an obligation, to exercise that right. The use ofthe words will or shall in describing an obligation ofa party means that the party must perform that obligation. The use ofthe words include or including is intended to be illustrative, not exhaustive. This Agreement merges all proposals, negotiations, representations, agreements, and understandings with respect to the Lease and Concession Agreement. Notwithstanding anything to the contrary, Tenant's obligation to pay Rent is a material and independent covenant and is not subject to setoff, recoupment, or suspension. Notwithstanding anything to the contrary, Landlord has no obligation to mitigate any claim for Rent. Time is ofthe essence with respect to both the definition ofa Material Beach and the exercise ofoptions, ifany, within the Lease. Ifany covenant ofthis Agreement is invalid, illegal, or unenforceable, that covenant will be enforced to the fullest extent permitted by law, and the validity, legality, and enforceability of the remaining covenants will not in any way be affected or impaired. 19. Insurance. Landlord shall beobligated to maintain insurance covering the Premises, which may include self-insurance. 8
  • 11. Tenant, ofits own expense and in its own name, and in the name ofthe Landlord as an additional insured, as their respective interests may appear, shall provide and keep in force during the term ofthis Agreement and any renewal terms, which must be approved by the Landlord, and written by a company or companies that are licensed to conduct business in the State ofMichigan, the following types and amounts ofinsurance: (a) Commercial General Liability Insurance with a combined single limit of not less than Two Million Dollars ($2,000,000) for each occurrence, Two Million Dollars ($2,000,000) aggregate; (b) Automobile Liability Insurance with a combined single limit ofnot less than One Million Dollars ($1,000,000) for each occurrence; (c) All Risk Hazard Insurance, including fire and theft coverage written at replacement cost value and replacement cost endorsement covering all of Tenant's personal property at the Premises, and with a deductible that is less than Ten Thousand Dollars. ($10,000); (d) Primary and Excess Liquor Liability Insurance withprimary limits ofnot less than One Million Dollars ($1,000,000), and excess liability insurance of One Million Dollars ($1,000,000) for a total of Two Million Dollars ($2,000,000); (e) Professional Liability Insurance covering GolfProfessional/Instructor, which includes errors and omissions, personal injury protection, false arrest, detention, libel and slander, sexual misconductand employer/employmentpractices liability with a minimumofTwo Million Dollars ($2,000,000) each occurrence and Two Million Dollars ($2,000,000) each occurrence and Two Million Dollars ($2,000,000) aggregate; (g) Worker's Compensation Insurance, as required by the laws ofthe State of Michigan in one amount ofnot less than One Million Dollars ($1,000,000); (h) Employer's Liability Insurance with all limits in an amount of not less than One Million Dollars ($1,000,000); and (i) Umbrella or Excess Liability Insurance in an amount ofnot less than Three Million Dollars ($3,000,000), with coverage being at least as broad as the primary and underlying policies noted above. The Parties agree that Tenant's obligations to obtain certain types ofthe following insurances shall be conditioned upon certain events or occurrences: (a) Tenant shall only have to obtain and maintain the Primary and Excess Liquor Liability Insurance at such time as Tenant serves alcoholic beverages at the Premises or at such other time as such insurance is required by the laws ofthe State ofMichigan. (b) Tenant shall only have to obtain and maintain Professional Liability Insurance at such time as Tenant operates or manages the GolfCourseoroversees the operator or manager ofthe GolfCourse. (c) Tenant shall obtain and maintain Applicator's Liability Insurance from the very beginning ofthe Term ofthis Agreement. Concessionaire, ofits own expense and it its own name, and in the name ofthe Landlord and the Tenant as additional insureds shall provide and keep in force during the term ofthis Agreement and any renewal terms, which must be approved by the Landlord, and written by a company or companies that are licensed to conduct business in the StateofMichigan, the following types and amounts ofinsurance: (a) Commercial General Liability Insurance with a combined single limit of not less than Two Million Dollars ($2,000,000) for each occurrence, Two Million Dollars ($2,000,000) aggregate; (b) Automobile Liability Insurance with a combined single limit ofnot less than One Million Dollars ($1,000,000) for each occurrence; (c) All Risk Hazard Insurance, including fire and theft coverage written at replacement cost value and replacement cost endorsement covering all ofTenant's personal property at the Premises, and with a deductible that is less than Ten Thousand Dollars. ($10,000); (d) Primary and Excess Liquor Liability Insurance with primary limits of not less than One Million Dollars ($1,000,000), and excess liability insurance of One Million Dollars ($1,000,000) for a total of Two Million Dollars ($2,000,000); (e) Professional Liability Insurance covering Golf Professional/Instructor, which 9
  • 12. includes errors and omissions, personal injuryprotection, false arrest, detention, libel and slander, sexual misconduct and employer/employment practices liability with a minimum ofTwo Million Dollars ($2,000,000) each occurrence and Two Million Dollars ($2,000,000) each occurrence and Two Million Dollars ($2,000,000) aggregate; (g) Worker's Compensation Insurance, as required by the laws ofthe StateofMichigan in one amount ofnot less than One Million Dollars ($1,000,000); (h) Employer's Liability Insurance with all limits in an amount of not less than One Million Dollars ($1,000,000); and (i) Umbrella or Excess Liability Insurance in an amount ofnot less than Three Million Dollars ($3,000,000), with coverage being at least as broad as the primary and underlyingpoliciesnoted above. The Parties agree that Concessionaire'sobligations to obtain certain types ofthe following insurances shall be conditioned upon certain events or occurrences: (a) Concessionaire shall only have to obtain and maintain the Primary and Excess Liquor Liability Insurance at such time as Concessionaire serves alcoholic beverages at the Premises or at such other time as such insurance is required by the laws ofthe State ofMichigan. (b) Concessionaire shall obtain and maintain Professional Liability Insurance from the very beginning of the Term of this Lease Agreement. (c) Concessionaire shall obtain and maintain Applicator's Liability Insurance from the very beginning ofthe Term ofthis Lease Agreement. Tenant and Concessionaire shall provide Landlord with proofofall insurance required by this Agreement. Each policy required by this Agreement shall provide for at least thirty (30) days unconditional, advance, written notice to the Landlord prior to any cancellation, termination, or material modification ofthe Policy or any part ofthereof. Ifany policies are terminated for any reason, Tenant must notify Landlord ofcancellation or termination. In the event that Tenant fails to maintain and keep in force insurance as required above, Tenant will forthwith cease all operations from and at the Premises until such failure is completely remedied. 20. Discrimination Prohibited. Tenant and Concessionaire agree to be bound by the following provisions with respect to the Tenant's business and Concessionaire's business conducted at the Premises: I. Public Accommodation and Public Service. Tenant and Concessionaire shall, where applicable, comply with all Federal, State and Local laws and ordinances and regulations prohibitingdiscrimination. Without limiting the scope of the preceding sentence, Tenant and Concessionaire shall comply with the provisions of the Elliott-Larsen Civil Rights Act, Public Act 453 of 1976, as amended, and the Persons with Disabilities Civil Rights Act, Public Act 220 of 1976, as amended, pertaining to (A) utilizing and/or benefitting from a place ofpublic accommodation or public service and (B) acquiring, renting, and maintaining property. In the performance of this Agreement, Tenant and Concessionaire shall not discriminate against any person on the grounds of race, color, religion, national origin, age, sex, height, weight, marital status, or a disability unrelated to the individual's ability to benefit thereby. No person shall, on the grounds of race, color, religion, national origin, age, sex, height, weight, marital status, or a disability unrelated to the individual's ability to benefit thereby, be excluded from participation in, be denied the proceeds of, be denied the benefits of, or be subject to discrimination in the performance of this Agreement. 10
  • 13. 2. Employment. Pursuant to the Elliott-Larsen Civil Rights Act, Public Act 453 of 1976, as amended, and the Persons with Disabilities Civil Rights Act, Public Act 220 of 1976, as amended, Tenant and Concessionaire shall not discriminate against any employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges ofemployment, or a matter directly or indirectly related to employment, because ofrace, color, religion, national origin, age, sex, height, weight, marital status, or a disability unrelated to the individual's ability to perform the duties of a particular job or position. Breach of this covenant may be regarded as a material breach of this Agreement. To the extent they apply to Tenant and/or Concessionaire, Tenant and Concessionaire shall also comply with the provisions of Title VII of the Civil Rights Act of 1964, regulations promulgated pursuant to Title VII ofthe Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of I990, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, and any other federal or Michigan law prohibiting discrimination. 21. Title VI Plan Compliance. Tenant and Concessionaire agree to be bound by the following provisions to the extent that the Premises have received funding from the Michigan Department ofTransportation or the United States Department ofTransportation. To the best ofthe Parties' knowledge, there are no MDOT dollars and no U.S. DOT dollars utilized within the Banquet Facility: (a) Title VJ Plan Compliance as Tenant of Landlord. Tenant, for itself, its successors in interest, and/or its assigns, as a part ofthe consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this Agreement for a purpose for which a Landlord (i.e. the City of Dearborn Heights) program or activity is extended or for another purpose involving the provision of similar services or benefits, Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code ofFederal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs ofthe Department ofTransportation-Effectuation ofTitle VI ofthe Civil Rights Act of 1964, and as said Regulations may be amended. In the event of breach of any of the above non-discrimination covenants, the Landlord (i.e. the City of Dearborn Heights) shall have the right to terminate this Agreement, and t9 re-enter and repossess said land and the facilities thereon and hold the same as if this Agreement had never been made or issued. To the extent that they may also be applicable to Concessionaire, Concessionaire acknowledges the foregoing covenants and requirements ofthis paragraph (a) and agrees to be bound by them. (b) Title VI Plan Compliance as Contractor ofLandlord. The Parties acknowledge that Appendix 1 is attached to this Agreement and is included in it to comply with Landlord's obligation to the Michigan Department ofTransportation to require that Appendix 1be 11
  • 14. included in Landlord's vendor contracts. The Parties agree that Appendix 1 is a material part ofthis Agreement and is incorporated herein by reference. The Parties further agree that Tenant and Concessionaire have the duties and obligations of"contractor" as set forth in Appendix 1. Notwithstanding what is otherwise stated in this provision, the Parties acknowledge and agree that this provision only applies, and that Appendix 1 is attached to, incorporated herein, and made material to this Agreement, only to the e~tent that the legal obligations ofthe "contractor" under Appendix 1 are actually applicable to the undertakings ofTenant or Concessionaire set forth in this Agreement under applicable law. 22. No Third Party Beneficiary Contract. This Agreement is not intended to create beneficial rights in or for any third party. This Agreement is entered into for the sole benefit ofthe Parties to this Agreement. 23. No Waiver ofGovernmental Immunity. Nothing in this Agreement is to be construed as a waiver ofany governmental immunity by the Landlord or by any person or entity affiliated with the Landlord as provided by statute or court decision. 24. Relationship ofThe Parties. Each Party is, and shall perform its obligations under this Agreement as an independent contractor, and as such shall have and maintain complete control over all ofits employees, agents, and operations. Nothing contained in this Agreement is intended to, or shall be construed to, in any way create or establish the relationship ofco-partners orjoint venturers between the Parties. Nothing contained in this Agreement is intended to, or shall be construed to, in any way create or establish an agency relationship or representative relationship between the Parties. 25. Waiver OfBreach. No failure by a Party to insist upon the strict performance ofany tenn ofthis Agreement or to exercise any tenn after a breach ofthis Agreement constitutes a waiver ofany breach ofthe term. No waiver ofany breach affects or alters this Agreement, but every term ofthis Agreement remains effective with respect to any other then existing or subsequent breach. 26. Venue. The Parties agree the proper venue for any suit or claim arising out ofthis Agreement shall be a court ofcompetent jurisdiction in the County ofWayne, State ofMichigan. 27. Compliance With Law. Tenant and Concessionaire shall comply with all Federal, State and local laws, ordinances, policies and regulations required for the lawful performance ofthis Agreement. Tenant shall obtain and pay for any and all governmental authorizations and permits that are necessary to allow Tenant to make any improvements Tenant may make to the Premises. Tenant shall provide copies ofall such authorizations and permits to Landlord. Similarly, Tenant and Concessionaire, at each's own expense, shall obtain and keep in effect all licenses or pennits which may be required by law to operate on the Premises. Further, Tenant and Concessionaire shall ensure that any person, employee, or entity working at or conducting operations at the Premises shall likewise obtain and keep in effe.ct all licenses or permits which may be required by law. Tenant shall provide copies ofall such licenses and permits to Landlord. 12
  • 15. 28. Taxes and Utilities. Tenant shall pay all taxes lawfully assessed against its interests in the property and equipment used at or in connection with the Premises, any improvements located therein, and the conduct ofits operations at the Premises. Tenant shall not be in default in its obligations under this Section for failure to pay such taxes pending any legal proceeding instituted to determine the validity ofsuch taxes. Tenant shall also pay all charges for fuel, water, sewer, gas, electricity, cable television, or other public utilities used by it at the Premises. 29. Amendments. This Agreement may not be modified orally or in any other manner except by an agreement in writing signed by all Parties or their respective successors in interest. No modification, additions, deletions, revisions, alterations, or other changes to this Agreement shall be effective unless and until such change is reduced to writing, duly approved, executed, and delivered by the Parties to each other. 30. Integrated Agreement. This Agreement contains all ofthe agreements, terms, and conditions made between the Parties with respect to the subject matter of this Agreement. There are no other understandings or agreements, oral or written, between the Parties with respect to the subject matter ofthis Agreement. 31. Authorized and binding. Tenant and each person executing this Agreement on its behalf warrant and represent to the other Parties that (a) Tenant is validly organized, existing, and authorized to do business under Michigan law; (b) Tenant has full power and lawful authority to enter into this Agreement; and (c) the execution ofthis Agreement by the individual who has signed below is legally binding on Tenant in accordance with its terms. Concessionaire and each person executing this Agreement on its behalfwarrant and represent to the other Parties that (a) Concessionaire is validly organized, existing, and authorized to do business under Michigan law; (b) Concessionaire has full power and lawful authority to enter into this Agreement; and (c) the execution ofthis Agreement by the individual who has signed below is legally binding on Concessionaire in accordance with its terms. Landlord and each person executing this Agreement on its behalfwarrant and represent to the other Parties that (a) Landlord is validly organized, existing, and authorized to do business under Michigan law; (b) Landlord has full power and lawful authority to enter into this Agreement; and (c) the execution ofthis Agreement by the individual who has signed below is legally binding on Landlord in accordance with its terms. This Lease is binding on successors and assigns. LANDLORD: ~~~ ~::.n-~ Its: Mayor Dated: ~ Ji~ f~ ~ Its: City Clerk. / /2 Dated: <?/I~ 'd,;;) 13
  • 16. ~ Its: Dated: 1/Jbl zc:- 7 l CONCESSIONAIRE: KE/1JE ~ ~ I J T 1 U-'-. ~ z~ToA=u- Its: µ,.,;,,t,J,0.6UC. ~u..~L Dated: 8/IC/aa::: Approved by Resolution ofCity Council adopted on Thursday, August 4, 2022. 14
  • 17. APPENDIX 1 During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor shall comply with the Regulations relative to non-discrimination in Federally-assisted programs ofthe Department ofTransportation, Title 49, code of Federal Regulations, Part 21 as they may be amended from time to time (hereafter referred to as the "Regulations") which are incorporated herein by reference and made a part ofthis contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds ofrace, color, or national origin in the selection and retention ofsubcontractors including procurements ofmaterials and leases ofequipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 ofthe Regulation, including employment practices when the contractor covers a program set forth in Appendix B ofthe Regulations. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contactor for work to be performed under a subcontract, including procurements ofmaterials or leases ofequipment, each potential subcontractor or supplier shall be notified by the contractor ofthe contractor's obligations under this contract and the Regulations relative to non-discrimination onthe grounds ofrace, color, or national origin. 4. Information and Reports: The contractor shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources ofinformation, and its facilities as may be determined by the City ofDearborn Heights to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of a contractor is in the exclusive possession ofanother who fails or refuses to furnish this information, the contractor shall so certify to the State highway department, or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event ofthe contractor's non-compliance with the non- discriminationprovisions ofthis contract, the City ofDearborn Heights shall impose such contract sanctions as it orthe Federal Highway Administration may determine to be appropriate, including, but not limited to: (a) Withholding ofpayments to the contractor under the contract until the contractor complies, and/or (b) Cancellation, termination, or suspension ofthe contract, in whole or in part. 6. Incorporation ofProvisions: The contractor shall include the provisions ofparagraphs (1) through (6) in every subcontract, including procurement ofmaterials and leases ofequipment, unless exempt by the Regulations, or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the City ofDearborn Heights may direct as a means of enforcing such provision including sanctions for non-compliance: Provided, however, that, in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result ofsuch direction, the contractor may request the City ofDearborn Heights to enter into such litigation to protect the interests ofthe City and, in addition, the contractor may request the State highway department to enter into such litigation to protect the interests ofthe State and/or the United States to enter into such litigation to protect the interest ofthe United States. 15
  • 18. EXHIBIT A Team Issa shall agree to providea first-class public golfexperienceincluding, discounted resident, military, and first responder rates, and annual pass plans for Dearborn Heights residents. Team Issa shall also run public golfleagues and golfoutings, sponsor a summer junior golf program, host high school golf teams, and tournaments, as well as run all other aspects ofthe business operations ofWarren Valley GolfCourse. With respect to maintenance and the golfcourse grounds, starting April 1, 2023, and for the life ofthe lease, Team Issa shall agree to take possession of, maintain and operate the Warren Valley GolfCourse ("WVGC") providedthat when TeamIssatakes possession ofWVGC, the golfcourse is in "playable condition" that is reasonably consistent with basic agronomy standards for "Greens," "Tees," "Fairways," "Rough," "Bunkers," "Irrigation Standards" and "Other" as outlined in detail below: 1. GREENS: The objective of a satisfactory green is a putting surface with smoothness, firmness, limited grain, and overall uniformity. • Greens should be mowed daily during the growing season. • Grooming and/or verticutting should be used to control grain and keep it at acceptable levels. • Greens will be rolled to maintain USGA minimum speed objectives of"slow" (96 inches / eight feet ofroll on a stimpmeter) • Growth regulator will beapplied as an aid to increase green speed, reduce excessive growth and increase turfdensity. • Greens should be top dressed weekly for smoothness, firmness and to control thatch. • Greens should be aerated as follows: All holes should be aerated in the spring using .25 ofan inch hollow tines. Late fall aeration will consist of.5 x 10-inch deep drill tines covering all holes. Topdressing sand should be fully and carefully incorporated into the aerification holes. • Greens apron and collars will be maintained with an adequate and consistent cushion ofrough from the collarto the bunker. Collars should bemowed at ~.5 of an inch during the spring and will generally be 36-48 inches wide. 2. TEES: Theobjective ofa satisfactory tee box is a teeing surface that is smooth, firm, level, and without weeds. Tees will be closely mowed and consist of predominate bentgrass. Ryegrass will be introduced in high-wear areas. A conscientious effort will be taken to maintain tees to resemble greens only cut slightly higher. • Tees will be mowed at ~.5 ofan inch. • Tees will generally be mowed four days a week depending on growth. • The turfgrass quality will take priority over competition from tree roots, shade, and restricted air circulation. Trees will be thinned and pruned on an as-needed basis to ensure the highest quality ofthe turf. 16
  • 19. • Tees will be aggressively aerated in the spring and fall using an Aerator with .75 ofan inch hollow tines. Topdressing sand will be incorporated into aeration holes. • On each hold, five tee box locations shall be marked (Pro, Men's, Ladies, Senior, Junior) with tee box markers. 3. FAIRWAYS: The objective of a satisfactory fairway is turf that is predominately populated with bentgrass with good density, uniformity, smoothness, and firmness with a minimum ofthatch while exhibiting good drought tolerance. • Fairways will be mowed at ~.5 ofan inch. • Fairways will be aerated aggressively in the late fall with an aerator at a 3•inch depth removing a soil core ofnot less than .5 ofan inch. • Growth regulators will be used in the fall months to enhance bentgrass density and reduce irrigation and clippings. • Sand topdressing will be applied to fairways to improve firmness, and drainage, and aid in thatch reduction. • All necessary chemical applications will be applied as early as possible so as to cause as little interference with play as possible. • All chemical applications will be applied under the direction ofa state•licensed applicator. • Efforts should be made to apply safe products to the disease suppression and control program. 4. ROUGH: The objective ofsatisfactory rough is a mix of poa, bent, and ryegrass that is between 1.5 and 2.5 inches long that is without weeds. • The rough should be mowed a minimal oftwo times a week. • The rough bordering fairway bunkers will be maintained regularly to maintain a proper turfbuffer between the bunker and fairway. • The rough will be mowed at least once a week when actively growing with perimeters offairways cut a second time ifneeded. • Growth regulators will be used in the spring and fall, to slow the growth rate of the grass around the fairway perimeter. • Broadleafweeds will be controlled as needed to promote aesthetics, playability, and uniformity. • Edges and O.B. areas ofcourse will be mowed monthly: these areas include wooded areas with turf, fence edges, and out-of-the•way native/meadow areas. 5. BUNKERS: The objective of satisfactory bunkers is to have bunkers with the proper amount ofsand and be well distributed without rocks or other loose impediments. • A mechanical raking machine will be used periodically (weekly) to loosen compacted sand and control weeds. 17
  • 20. • The bunker edges facing the green will be maintained with a crisp edge consisting ofa 2 to 3-inch lip. The rear edges will be maintained with the sand reasonably flush with the turf. • Stone and debris removal will be tended to with regular maintenance. • The sand depth will be maintained at no less than 4 inches. • The bunkers will have adequate rakes around them. Large bunkers will have at least 3 rakes and small bunkers will have at least 2. • The edges ofbunkers will be over-seeded annually with drought-tolerant turfor re-sodded as needed in the fall. • The edges ofbunkers will be regularly fertilized with organic products in addition to the regular rough fertilization program. • A preventive insecticide will be used along with fairway spray applications. 6. IRRIGATION SYSTEM AND WATER • The edges ofbunkers will be regularly fertilized with organic products in addition to the regular rough fertilization program. • A preventive insecticide will be used along with fairway spray applications. • The turfwatering system will be provided in working condition and the City shall be responsible for the cost ofall irrigation and drainage repairs; • The system will be programmed to operate during non-play hours as weather dictates; • All irrigation leaks will be repaired; • All drainage clogs and leaks shall be repaired; • The systems pump station will be inspected and repaired by trained professionals prior to season activation. • Sprinklerheads will be inspected, repaired, and/or replaced and adjusted to maintain proper watering patterns. • Ponds will be treated to eliminate unwanted odors and aquatic weeds. • Every effort will be made not to overwater and cause wet areas on the course. 7. OTHER: • The City of Dearborn Heights shall furnish Team Issa with all necessary tools and equipment to maintain the golfcourse on an ongoing basis; City shall own title to all equipment. • The course will be maintained with safe cart paths to accommodate cart usage. • Rope and signage will be used to direct cart traffic wherever necessary. • Dead, fallen and overgrown trees and brush shall be removed. • Trees in high-traffic areas (Club House, walk paths, etc.) will be checked for weak limbs, and hanging limbs and maintained or removed as necessary. • Evergreen trees will be limbed up and trees will be pruned as time permits. 18
  • 21. • Maintenance Shed, Pwnp Houses, Bathrooms, Bridges, and all fixtures shall be in safe and working condition; ongoing repairs to be paid by City. OngoingMaintenance PostPossession ofGrounds: Notwithstanding occasionallackofweather cooperation and other acts ofGod, once Team Issa takes possession ofWVGC and for the life of the lease, Team Issa shall maintain the golfcourse in as good or better condition as when Team Issa takes possession and begins operationofthe golfcourse grounds. Bythe spring of2025, Team Issa shall maintain the grounds in the same or better shape than other courses in the metro-Detroit area ofsimilar priced greens fees for the life ofthe lease. Transparency: Team Issa shall install a cloud-based golf course management system and will provide the city with complete transparency, including real-time access to all revenue and golf reports. 19
  • 22. Couse WholeQme Rough Famy Teel!ol:es Gleens Gleens 5.ridUaps Whole Coorse Whole Coorse WholeCoorse Whole Coorse Whole Course W hole Coorse Whole Course Whole Coorse ~OLINE LABOR lABOR LABOR Superinoodent LABOR lABORSANO EXHIBITB fHASE ONE: RESTORARllOH Of 11 HOLE GOl.fCOURSE fOR 2023 SEASON Equipmentto Restore and llalntaln 18 Holes for 2022 Equlpmem ~-,......!~J.:~,--....., Ovan!i!'f Pri08 fer Low Busl! ~ Movrer '!!'~~.~~J~.~I.~~~. $15,000.00 Roogh~ u-!S-!OOJ $50,000.00 FairwayMollll's Tc:r~a;oosen or John lleefe Reel ~rs $20,000.00 Teebox/Fairway ~ O,eTOlllT~in shed.ljlpears 115,000.00 Greens Mowifs Toro, Jaoobs!II c:rJohn Deere Reel~ $20,000.00 Greens RoliEfs Toro. Jaccbsen c:r John Dee!e Reel MoMn $10,000.00 Bunker Rake ISand Pro _,,~dpru, Smralco,Jae Bunl'a Ra~~- $7,500.00 Tractor Sprayer Sprayer U tirrty Cert Chemlcals Seed Seeder Aerifeier Petroand Diesel 35Wetks Aq Purpose Qoond~ew Supelintendenl .........~_.,,....,.. Aotronex b-1 Ohio ID test Bunl.e! Restoration Bunker Sand Equipment Labor l'rigaion and Drainage Santraps Reparable. -•r-,~~~1!1~,-,_,,_ .',jlpllcalioo Toro/John DeereU!ilily ~ Nulrl!lltand f'es'icides _.,,,_,,.,, .........._..,,.,,,.,,..,_.,.,_ se$ling standard Seeds GellCourse l'roCore Petroand 0~ Labor 60 Hours WeeklyMov.ing $2M!our ....... ...._,.,_.,_ ....~-·•"· )"""", .....,.,.... •. --,.!'1~!.ll~,~~~.~- $20/Hour X20 Weeks Mixing, Plan and ljlplication) M''l:l""'"""' "'l-""l"t'........................_ . lnlpllon and Dr1l111ge flushed and closed doMI pr(llerty end oflast .................................~.....,~...._,,,_,,., ,..- .J~~IP.!i"L Low and rttdga &mers~t$2Mloor Sane! llr 25bunkersat$50~ High ~.000.00 $248,000.00 $50,000.00 132,500.00 $896,500.00 $911,000.00 $494,000.00 $300,0®,00 $65,0tKl.OO 11,no,000.00 20 $5,000.00 $10,000.00 $5,000.00 $7,000.00 $15,000.00 110,000.00 1100,000.00 115,000.00 $15,000.00 $42,000.00 $126,000.00 $80,000.00 $50,000.00 $20,000.00 112,500.00 Prl08 PerHigh Eslinate LIM Eslinate High $30,000.00 $30,000.00 $60,000.00 $80,000.00 $100.000.00 $160,000.00 $40,000.00 $4MOO.OO $80,000.00 $30,000.00 sa~.000.00 $60,000.00 $40,000.00 $40,000.00 180,000.00 $20,000.00 $20,000.00 $40,000.00 $15,000.00 115,000.00 $30,000.00 $15,000.00 $5,000.00 $15,000.00 $40,000,00 $20,000.00 $40,000.00 115,000,00 $5,000.00 115,0CIO.~ . $12,000.00 $21,000.00 $21,000.00 $50,000.00 $100,000.00 $100,000.00 SS0,000.00 110,000._ oo ~5C.ooo,oo 11(1,000.00 1100,000.00 $100,000.00 $30,000.00 1!~000.00 $30,000,00 ; $30,000.00 $1~000.00 SJ~,000.00. ! TOTAL J561,000.00 $~1.000.00 $148,QOO.OO 142,000.00 ; $148,000.00 $226,000.00 $126,000.00 $226,000.00 $120,0~00 $80,000.00 $120,000.00 TOTAL IW,000.00 J,fU,000.00 ; 1300,000.00 $5,0,000.0I) $300.000._ 00 : TOTAL $50,000.00 $300,000.00 $40,000.00 $20,000.00 $40,000.00 . $25,000.00 $12,500.00 ~25,00~.()9 TOTAL $32,500.00 ~5,000.00.