I Virginia Tech /

Stephanie M . Robert, MBA Busi ness Manager The River Course/Virginia Tech Golf Course 8400 River Course Drive Radford VA 24141

Dear Ms. Roberts:

Procurement Department (MC 0333) North End Center, Suite 2100, Virginia Tech 300 Turner Street NW Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231-9628 www. procurement. vt. edu

July 18, 201 4

Subject: Virginia Tech Contract # TS-001-05 Commodity/Service: Golf Course Management Services

T hank you for responding to my Jetter of July 14, 2014 and agreeing to renew the contract for an additional five years. T he contract w ill now expire June 30, 2019.

T he attached form shows your company information as listed in the universi ty's vendor database. If any of this informatio n changes, please make corrections directly on the fo rm, and return to me. ll is essential that this info rmation be accurate in order for payments to be 1 cessed in a timely man ner.

We look forward to working with you for an additio nal

WTK/kbl

c: F.M. Pro Chris Wise

W . Thomas Kaloupek Director of Materials Management Telephone: (540) 231-6221

L------------------------------------------------- Invent the Future

V IR G INIA PO LY TEC HNI C IN S T I TUT E AND S TATE UNIV E R S ITY

An e qu a l opportunity, a ffirm a tive ac tion ins titution

VENDOR INFORMATION FORM 7/18/2014

TS 001 05 ------- for office use -------

The River Course LLC

FULL LEGAL NAME (Company Name as it appears with you r Federal Taxpayer Number)

The River Course/ Virginia Tech Golf Course

BUSINESS NAME/ DBA NAME/TA NAME

(If different than Full Legal Name)

The River Course LLC C/0 VT Foundations, Inc.

BILLING NAME (Company name as it appears on your invoice)

PURCHASE ORDER ADDRESS:

P 0 BOX ADDRESS 1

8400 River Course Drive

STREET ADDRESS 2

Radford

CITY

VA 24141 STATE ZIP CODE

David Lowe I Stephanie Roberts

CONTACT PERSON

EMAIL

Tom Kaloupek

FEDERAL TAXPAYER NUMBER

FEDERAL TAXPAYER NUMBER {If different than 10# above)

FEDERAL TAXPAYER NUMBER (if different than 10# above)

PAYMENT ADDRESS:

PAYMENT P 0 BOX ADDRESS 1

8400 River Course Drive

PAYMENT STREET ADDRESS 2

Radford

CITY

VA 24141

STATE ZIP CODE

540-633-1807

PHONE NUMBER

1-888-PETE-DYE

TOLL FREE NUMBER

540-633-2764 FAX NUMBER

J

I! Virginia Tech I

Stephanie M. Roberts, MBA Business Manager The River Course/Virginia Tech Golf Course 8400 River Course Drive Radford VA 24141

Dear Ms. Roberts:

Procurement Department (MC 0333) North End Center, Suite 2100, Virginia Tech 300 Turner Street NW Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231 -9628 www.procurement. vt. edu

July 14, 2014

Subject: Virginia Tech Co ntract # TS-001-05 Commodity/Se1vice: Go lf Course Management Services

This is to inform you th at the subject contract expires June 30, 2014. Si nce the university would like to renew the contract for an additional tive years and make a modification as provided below. Please advise concerning your intention by signing in the appropriate space lis ted below. Please return one signed copy of thi s leller to me by July 31, 2014.

Proposed contract modification:

Section 2.03 Bank ing o( Funds.

The Manager shall collect a ll fund s for greens fees, merchandise sa les, cart rentals and o th er servi ces. The Manager sha ll retain funds fro m merc ha ndi se sa les, cart renta ls and other services. The Manager s hall deposit all greens fcc revenues in a designated University acco unt on a mo nthly basis. Manager shall submit to the unive rsity a monthly statements o f fees collected, showing dai ly summary. AJ I funds re tained overnight wi ll be secured in a safe. A cash register will be used for a ll transaction and University Policy related to cash handling will be followed at a ll times. The Manager acknowledges responsibility for the security of cardholder da ta processed o r transmitted and shall ann uall y va lidate co mpli ance with the Payme nt Card Industry Data Security Standards applicable to the mcthod(s) of card acceptance in place.

Please review the allached form, which shows your company inf0 rmation as listed in the university's ve ndor database. · Ir any of this informat ion has changed, make corrections directly on the form, and return with thi s lclter. It is esse nti al that this information be accurate in o rder for payments to be processed in a timely manner.

Thank yo u (or your allention to this matler.

W. Thomas Kaloupek Director o( Procurement Telephone: (540) 231-6221

Invent the Future

VIRG INIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY

An equa l opportunity, affirma tiv e action in st itution

' ' . '

The River Course/Virgi nia Tech Golf Course agrees to renew the co ntract fo r an additional five yea1·s in accordance wi th the terms and co nditio ns of the sub· eel contract, as modifi

Authorized S ignature: ate: _J_U_L_1_6_20_14 __

Name: David Lowe Title: cna\rrrot\1 (please print)

The River Course/Virginia Tech Golf Course does not ag•·ee to re new the contract for an additional five ye:u·s.

Authorized Signature: Date: ___________ _

Name:

WTK/ kbl c: FMP

Approved:

Date:

W. T homas Kaloupek Director of Pro ·ure1

Ti tle : __________ _

V I RG I NIA PO LYT EC HNI C IN S T ITUT E AND S TAT E UNIV E R S IT Y

An equ a l opportun i ty , a ffirm a tive ac tion in s titutio n

.. VENDOR INFORMATION FORM 7/14/2014

TS 001 05 ------- for office use -------

The River Course LLC

FULL LEGAL NAME (Company Name as it appears with your Federal Taxpayer Number)

The River Course/ Virginia Tech Golf Course

BUSINESS NAME/ DBA NAME/TA NAME (If different than Full Legal Name)

The River Course LLC C/0 Vt Foundations, Inc.

BILLING NAME (Company name as it appears on your invoice)

PURCHASE ORDER ADDRESS:

P 0 BOX ADDRESS 1

8400 River Course Drive

STREET ADDRESS 2

Radford

CITY

VA 24141 STATE ZIP CODE

David Lowe I Stephanie Roberts CONTACT PERSON

EMAIL

Tom Kaloupek

FEDERAL TAXPAYER NUMBER

FEDERAL TAXPAYER NUMBER (If different than ID# above)

FEDERAL TAXPAYER NUMBER (if different than ID# above)

PAYMENT ADDRESS:

PAYMENT P 0 BOX ADDRESS 1

~sss1~1aft Drioe, c~ite e1so S'tOO Ri'lt1Z.COUrst'D2 PAYMENT STREET ADDRESS 2

CITY

VA ~4060 •• 2i14l STATE ZIP CODE

540-633-1807

PHONE NUMBER

TOLL FREE NUMBER

540-633-2764

FAX NUMBER

II! Virginia Tech I

David Lowe The River Course LLC 8400 River Course Drive Radford, VA 24141

Dear Mr. Lowe:

Purchasing Department 270 Southgate Center (0333) Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231-9628 www.purch. vt.edu

June 3, 2009

Subject: Virginia Tech Contract# TS-001 -05 Commodity/Service: Golf Course Management Services

Thank you for responding to my letter of May 7, 2009 and agreemg to renew the contract for an additional year. The contract will now expire June 30,2014.

The attached form shows your company information as listed in the university's vendor database. If any of this information changes, please make corrections directly on the form, and return to me. It is essential that this information be accurate in order for payments to e processed in a timely manner.

We look forward to working with you for an additional e

WTK/kbl

c: F.M. Pro Ray Smoot, Jr. Rita Thompson Chris Wise

W. Thomas Kaloupek Director of Materials Management Telephone: (540) 231-6221

Invent the Future

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirmative action institution

-------------------------------------

-, VENDOR INFORMATION FORM

TS 001 05 ------- for office use -------

THE RIVER COURSE LLC

FULL LEGAL NAME (Company Name as it appears with your Federal Taxpayer Number)

THE RIVER COURSE/VIRGINIA TECH GOLF

BUSINESS NAME/ DBA NAMEITA NAME

(If differentthan Full Legal Name)

THE RIVER COURSE LLC C/0 VT FOUNDATIONS,

BILLING NAME (Company name as it appears on your invoice)

PURCHASE ORDER ADDRESS:

8400 RIVER COURSE DRIVE

ADDRESS 1

ADDRESS2

RADFORD

CITY

VA 24141

STATE ZIP CODE

DAVID LOWE

CONTACT PERSON

EMAIL

TOM KALOUPEK

FEDERAL TAXPAYER NUMBER

FEDERAL TAXPAYER NUMBER

(If different than JD# above)

FEDERAL TAXPAYER NUMBER

(If different than ID# above)

PAYMENT ADDRESS:

2000 KRAFT DRIVE, SUITE 2100 ·

ADDRESS 1

ADDRESS 2

BLACKSBURG

CITY

VA 24060

STATE ZIP CODE

540/633-6732

PHONE NUMBER

540/231-2742 OR 540/231-2865

TOLL FREE NUMBER

540/633-2764

FAX NUMBER

'I ''' ,,

\

CONTRACT MODIFICATION AGREEMENT

Date: May 7, 2009

Contract No,: TS-001-05

Modification No.: 0002

Issued By: Virginia Polytechnic Institute and State University (Virginia Tech)

Contractor: The River Course, LLC

Commodity: Golf Course Management Services

This Supplemental Agreement is entered into pursuant to the provisions of the basic contract.

Description of Modification:

Section 1.10 Equipment

Delete: The purchase value of the equipment shall be placed on the agreed depreciation schedule and billed as an expense element to the University until such time as full payment has been made by the University to the Manager. A sample depreciation schedule is contained in Exhibit B.

Add: The purchase value of the equipment shall be placed on the agreed loan summary schedule and billed as an expense element to the University until such time as full payment has been made by the University to the Manager. A sample loan summary schedule is contained in Exhibit B.

Section 2.01 Preparation of the Operating Budget

Delete: On November 1" of each year, the Manager shall submit a recommended

operating budget for golf course operations.

Add: During the annual auxiliary budget development process, the Manager shall submit a recommended operating budget for golf course operations for the coming fiscal year.

Delete: The recommended operating budget shall be a matter of discussion between the Manager and the University and it is intended that consultation regarding greens fees (as discussed in Section 1.04) shall occur at the same time.

Add: The recommended operating budget shall be a matter of discussion between the Manager and the University and it is intended that consultation regarding greens fees and membership passes (as discussed in Section 1.04) shall occur during the annual auxiliary budget hearing.

Delete: Prior to the commencement of the fiscal year, the University shall respond to the Manager; approving the final agreed upon operating budget.

Add: Prior to the commencement of the fiscal year, the University shall respond to the Manager; approving the final agreed upon operating budget, greens fees, and membership pass rates.

Section 2.02 Operating Reports

Delete: Preparation and submission of a quarterly operating report does not relieve the Manager of the responsibility to notify the University when it becomes known to the Manager that there exists a financial or operating situation that is outside the expected norm and should be addressed in an immediate and timely manner.

Add: Preparation and submission of a quarterly operating report does not relieve the Manager of the responsibility to notify the University when it becomes known to the Manager that there exists a financial or operating situation that is outside the expected norm and should be addressed in an immediate and time] y manner and may result in adjustments to the manager's operating budget and monthly payment.

Section 2.04 Invoices

Delete: The subsequent months' invoice shall be adjusted to account for this difference.

Add: (at the end of the second paragraph) the manager will submit an invoice or payment to the University by October 1st for the previous fiscal year.

Delete: The basis for compensation to the Manager shall be actual expenses incurred for labor, supplies, materials and equipment depreciation associated with the operation and management of the golf course It is agreed between the parties that there will be no markup of purchased materials, supplies or service expense items.

Add: The basis for compensation to the Manager shall be actual expenses incurred for labor, supplies, materials and equipment loan payment associated with the operation and management of the golf course. It is agreed between the parties that there will be no markup of purchased materials, supplies or service expense items. All financial reports submitted to show the difference between the approved budget and actual performance will be presented on a cash basis of actual expenses (exclude accrued personnel costs, unpaid leave balances, and equipment depreciation).

Delete: The current operating budget contains revenue producing programs such as merchandise catalog sales and mowing services.

Add: The current operating budget contains revenue producing programs such as merchandise catalog sales and cart fees.

Except as provided herein, all terms and conditions of Contract Number TS-001-05, as heretofore changed, remain unchanged and in full force and effect.

Name and Title W. Thomas Kaloupek Director of Purchasing

VTFOFFI LEGAL COUNS L

REVIEWED

CONTRACT MODIFICATION AGREEMENT

Date: April4,2005

Contract No.: TS-001-05

Modification No.: 0001

Issued By: Virginia Polytechnic Institute and State University (Virginia Tech)

Contractor: The River Course, LLC

Commodity: Golf Course Management Services

This Supplemental Agreement is entered into pursuant to the provisions of the basic contract.

Description of Modification:

Section 2.03 Banking of Funds.

Delete: "On a Daily Basis and under no circumstances later than one business day after receipt of fees."

Add: "On a monthly basis. Manager shall submit to the university a monthly statement of fees collected, showing daily summary."

Except as provided herein, all terms and conditions of Contract Number TS-001-05, as heretofore changed, remain unchanged and in full force and effect.

Contractor By:) ~\) 'S

~Si~atllre) . M--< N\t>t.>i\ o ::.W~.oe-.: r n Name and Title • c."', .... ~

Golf Course Operating Agreement

This Golf Course Operating Agreement is made as of / s;1Jb ~ /U I:!/I_.Cf-}- , 2004, but will be effective as of July 1, 2004 (the "Effective Date") by and between Virginia Polytechnic Institute and State University ("University"), an agency of the Commonwealth of Virginia and The River Course, LLC ("Manager").

Recitals

A. The University is the owner of a nine-hole golf course and clubhouse on its campus in Blacksburg, Virginia. This golf course is operated by the University primarily to serve the recreational needs of students, faculty and staff. It is also open to the general public.

B. The Manager is knowledgeable and experienced in managing, operating and maintaining public-play golf courses.

C. The University desires to engage the Manager to operate and maintain the golf course, clubhouse, merchandise sales, cart rental operations and other responsibilities associated with the golf course. Management services were solicited by the University under RFP 615459, issued on April 2, 2003.

Agreements

Therefore, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the Parties agree to the following:

Operations

Section 1.01 Operating Standard.

The Manager will operate and maintain the golf course in accordance with the normally accepted practices and standards of the golf industry (the "Operating Standard"). The Manager will maintain the current excellent playing quality of the course and will continue to operate the golf facility according to the guidelines of the Professional Golfers Association, the United States Golf Association, and the expectations of the golfing public.

The Manager will provide all labor, except as provided for in Section 1.05, materials and supplies necessary for the day-to-day operation of the golf course. The Manager will repair and maintain grounds and equipment. The Manager will perform routine maintenance and upkeep to the clubhouse, the maintenance facility and the pump station.

Section 1.02. Contract Term.

This agreement shall be for an initial term of five years, commencing on the Effective Date and concluding on June 30, 2009. The University may elect to renew the agreement for additional five year terms, upon 90 days' written notice to the Manager.

Section 1.03 Fiscal Year.

The University operates on a fiscal year starting on July 1st and ending on June 30th. All discussion related to financial activities including, but not limited to, budgets, fees and payments shall be based upon the fiscal year.

Section 1.04 Fee Structure.

The University shall establish the greens and membership fee rates prior to commencement of each calendar year. The University shall consult with the Manager in determining the fee structure. The fee structure will balance the needs of fully compensating for operating expenses, while promoting and supporting the recreational mission of the golf course. A sample fee structure is contained as Exhibit A.

Section 1.05 Employees.

The University desires to retain two full-time grounds maintenance employees who currently work at the golf course ("University Employees"). The University will continue to compensate, provide benefits and insurance for the two University Employees. They will be supervised and directed in their day-to-day activities by the Manager. If, during the contract performance period, the University Employees retire, transfer, or their position becomes permanently vacant for any reason, the Manager will be expected to provide replacement personnel.

The Manager will hire, supervise, insure and compensate all other employees associated with golf course maintenance and operations. These personnel will be employees of the Manager and not of the University.

Section 1.06 University Support.

The University will provide, without cost to the Manager, for the benefit of the golf course operation, utilities (water, electrical, sewer, and natural gas), telephone, internet data lines and security services. Any new phone or data service will be installed, and paid for by the Manager, unless these expenses are agreed to by the University

Section 1.07 Retail Merchandise Inventory.

The Manager will manage the retail inventory of golf-related clothing, supplies and equipment and a catalog ordering seryice. The Manager will have sole discretion over inventory selection and pricing and will manage this aspect of the golf course in accordance with the Operating Standard. The merchandise inventory will be owned by the Manager and not by the University.

Section 1.08 Golf Carts.

The Manager will make arrangements for an inventory of golf carts that may be rented by golf course patrons. The Manager will have sole discretion over rental pricing. The Manager will ensure that golf carts are maintained in safe operating conditions, are insured and are in keeping with the Operating Standard.

Section 1.09 Other Services.

The Manager will provide for other services to be available which fall within the context of the Operating Standard. Such services include, but are not limited to, golf club repair andre-gripping. The Manager may make special arrangements for services such as practice facility rentaL The Manager shall have sole discretion for the pricing of these services.

2

J

Section 1.10 Equipment.

The Manager shall be granted custody and use of University-owned equipment ("Equipment") that is in place at the golf course. In order to reduce operating expenses, Equipment may be used at the River Course and vice versa.

Upon the Effective Date, the Manager will be provided with a current Equipment inventory listing. The Manager should verify by physical inventory that all is present. The Manager shall notify the University in writing within thirty (30) days of inventory receipt that they are in agreement with the inventory, or of any specific discrepancies that require resolution.

The Manager will conduct periodic inventory and reconciliation of Equipment as may be required by the University. However, the Manager does not represent or warrant any values of Equipment.

In the event that Equipment becomes excess to the Manager's needs, it shall be either transferred to another Department within the University, or declared to be surplus and disposed of by the University. Manager shall insure that necessary documentation is prepared for these transactions in accordance with University Policy.

At such time as replacement equipment is required for the operation and maintenance of the golf course ("Replacement Equipment"), the University and the Manager shall consult to reach agreement as to the type, anticipated cost of such Replacement Equipment and appropriate depreciation schedule (example: 7 years, 10 years). The University shall authorize the Manager to purchase the required Replacement Equipment. Replacement Equipment purchased by the Manager shall remain the property of the Manager until such time as the University reimburses the Manager for the cost of the Replacement Equipment. The purchase value of the equipment shall be placed on the agreed depreciation schedule and billed as an expense element to the University until such time as full payment has been made by the University to the Manager. A sample depreciation schedule is contained as Exhibit B. Exhibit B is provided for illustrative purposes only. Life expectancy and amortization schedules shall be agreed upon at the time of equipment acquisition and based upon factors at that time

Section 1.11 Facility Maintenance.

The golf clubhouse and maintenance facility may not be altered in any way without written approval from the University Facilities Department. Routine facility maintenance required to be performed by the Manager is inclusive of the following: routine and minor interior and exterior upkeep, custodial, routine and minor upkeep of plumbing, heating and air conditioning systems, installed communications infrastructure, maintenance of the irrigation pumping station, maintenance and upkeep of the automatic computerized irrigation controls and satellites, and compliance with all fire and safety codes.

Communications infrastructure maintenance must be performed by the University's Communication Network Services organization, with related expenses billed to the Manager.

Section 1.12 Ground Alterations.

The Manager will consult with the University and receive advance approval if modifications to the course layout are being considered. As a State Agency, Virginia Tech must comply with the Virginia Department of Conservation & Recreation (DCR) Erosion & Sediment Control and Storm water Management Law and Regulations. All land disturbing activity on state property, that disturbs over 10,000 square feet, requires an approved Erosion & Sediment Control Plan and all disturbances over an acre requires an approved Storm water Management Plan before construction operations can begin. Such plans must be approved by the University Physical Plant, Office of Site and Infrastructure Development.

3

Section 1.13 Contract Administration.

The Director of Recreational Sports is designated as the contract administrator. The contract administrator shall be the primary point of contact for the Manager and shall act to provide day-to-day communications and liaison between the University and the Manager. Examples of these communications include periodic meetings to review golf course operating performance, preliminary budget formulation, and changes in programs or services recommended by the Manager.

The contract administrator is not empowered to approve changes to this Agreement or any other contracts that the University may have with the Manager. Any such changes will be delivered in writing from the University Purchasing Office.

Financial

Section 2.01 Preparation of the Operating Budget

On November 1st of each year, the Manager shall submit a recommended operating budget for golf course operations for the coming fiscal year. The operating budget shall include revenue projections from greens fees, merchandise sales, cart rental, and other services. The operating budget shall include all anticipated expenses by the Manager for personnel, supplies, materials, repairs and Replacement Equipment depreciation related to golf course maintenance and to golf course operations. Golf course maintenance and operations shall be treated separately in the budget.

The recommended operating budget shall be a matter of discussion between the Manager and the University and it is intended that consultation regarding greens fees (as discussed in Section 1.04) shall occur at the same time. These discussions are intended to allow both the Manager and the University to address any necessary financial or operating issues. Prior to the commencement of the fiscal year, the University shall respond to the Manager; approving the final agreed upon operating budget. A sample of the operating budget is contained as Exhibit C.

Section 2.02 Operating Reports.

The Manager shall prepare a quarterly operating report and submit it to the University by the last day of the month following the end of the quarter. This report will itemize rounds of play, greens fee revenue and expenses for labor, materials and supplies. A separate section shall report on revenues received, related expenses and net income from merchandise sales, cart rental and other services. The operating report shall provide separate data for the quarter and for the year to date.

Preparation and submission of a quarterly operating report does not relieve the Manager of the responsibility to notify the University when it becomes known to the Manager that there exists a financial or operating situation that is outside the expected norm and should be addressed in an immediate and timely manner.

Section 2.03 Banking of Funds.

The Manager shall collect all funds for greens fees, merchandise sales, cart rentals and other services. The Manager shall retain funds from merchandise sales, cart rentals and other services. The Manager shall deposit all greens fee revenues in a designated University account on a daily basis and under no circumstances later than one business day after receipt of the fees. All funds retained overnight will be secured in a safe. A cash register will be used for all transactions and University Policy related to cash handling will be followed at all times.

4

Section 2.04 Invoices.

The Manager shall prepare and submit to the University an invoice following the close of each month. Invoices will be calculated based upon one twelfth (1/12) of the approved operating budget, net of budgeted income from retail merchandise, cart rental and other services. The invoice shall be payable net 30 days.

At the close of the fiscal year, the difference between the approved budget and actual execution will be determined. The subsequent months· invoice shall be adjusted to account for this difference. This process is intended to make the Manager and University whole to reflect actual expenses and income during the previous fiscal year.

The basis for compensation to the Manager shall be actual expenses incurred for labor, supplies, materials and equipment depreciation associated with the operation and management of the golf course. It is agreed between the parties that there will be no markup of purchased materials, supplies or service expense items.

Section 2.05 Revenue-generating Activities.

In order to maintain the lowest possible greens and membership fees, alternative revenue sources should be pursued to the greatest degree feasible. Both parties agree to this principle and will make a good faith effort to organize and offer revenue-producing activities such as special events and tournaments and new services.

The current operating budget contains revenue-producing programs such as merchandise catalog sales and mowing services. It is understood that it is the intention of the Manager to continue to provide those items. However, due to unforeseen circumstances, the Manager cannot guarantee that they will continue to be provided during the full terms of the contract.

Section 2.06. Audit or Records.

The Manager will retain full and detailed records of all charges made to the University. Such records will be made available to any audit agency designated by the University and the Manager agrees to cooperate with any requested audit activity. Records will be retained for a period of five years from the date at which the charge was incurred.

Section 2.07. Insurance.

The University wilJ maintain liability insurance and workers compensation insurance for its employees. The Manager will maintain insurance in type and minimum amount as specified in Exhibit D.

Miscellaneous Provisions

Section 3.01 Cancellation.

The University or the Manager may elect to cancel this contract by providing 90-day advance written notice to the other party.

Section 3.02 Disposition of Un-depreciated Equipment.

In the event of cancellation and in the event that there remains Manager-owned Replacement Equipment that is not fully depreciated, the Manager may elect to retain the equipment. If the Manager elects not to retain the equipment, the University will elect to do one of the following: pay the Manager the un-

5

_j

depreciated amount remaining and take title to the equipment, or instruct the Manager to dispose of the equipment in an economical manner and compensate the Manager for the difference between the disposal proceeds and the un-depreciated balance.

Section 3.03 Notices.

Any notices given by either party to the other related to this contract shall be hand delivered or mailed to the address of the respective party at the following address:

If to the University:

Virginia Polytechnic Institution and State University Attn: Contracts Manager Purchasing Department (0333) 270 Southgate Center Blacksburg, VA 24061

and

Virginia Polytechnic Institute and State University Attn: Director of Recreational Sports 142 McComas Hall (0358) Blacksburg, VA 24061

If to the Manager:

River Course, LLC 2000 Kraft Drive Blacksburg, VA 24061

Section 3.04 Other Terms and Conditions

University Standard and Special Terms and Conditions apply to this agreement and are provided as Exhibit D. All references to "offeror," "bidder" or "contractor" contained in Exhibit D shall be interpreted to mean Manager. All references to .. Virginia Tech" shall be interpreted to mean University.

Entirety of Agreement

This Agreement, together with the attached exhibits, contains the full and complete understanding of the parties hereto as to the subjects contained herein. This Agreement may not be modified except in writing.

6

--------------------------------------------------------

In witness whereof, the parties have caused this Agreement to be duly executed intending to be bound thereby.

Virginia Polytechnic The River Course, LLC: Institute and State University:

By:~ \ ) us

M. Dwight Shelton, Jr. Vice President for Budget and Financial Management Title: _r:J?:_,....,...._.ssct•IJ:.Q..,p ...... "\:........, ____ _

7

Exhibit A VIRGINIA TECH GOLF COURSE

Recommended Fees for 2004 Effective January 1 through December 31, 2004

CURRENT RATES

ANNUAL PASS RATES

Friends of the University* $525.00 Spouses/Dependents -with pass 430.00 Spouses/Dependents -without pass 525.00

Faculty/Staff $420.00 Spouses/Dependents -with pass 345.00 Spouses Dependents -without pass 420.00

Full-Time Students $200.00

Retired Faculty/Staff $220.00

(Renewal classification only; no new passes issued.)

* Must make a contribution of at least $100 to the Virginia Tech Hokie Club to Qualify for this classification or pay an initiation fee of $100.

DAILY GREENS FEES

PROPOSED RATES

$525.00 430.00 525.00

$420.00 345.00 420.00

$200.00

$220.00

"Twilight Rate"

Before 4J2m After4J1m

Monday-Friday

Students $8.00 $9.00 $6.00 Faculty/Staff 13.00 14.00 9.00 Guests 16.00 18.00 12.00

Weekends and Holidays

Students $10.00 $11.00 $7.00 Faculty/Staff 16.00 17.00 11.00 Guests 20.00 22.00 14.00

8

---------------------------------------------

Deck Mower ($15k, 7yr. life) Greens Mower ($18k, !Oyr. life)

Exhibit B BREAKDOWN OF LLC, Inc. CONTRACT COSTS, cont.

FY05 FY06

$2,143 $2,143

1,800 $2,143 $3,943

Golf Course Auxiliary 2004-2005 Auxiliary Budget Process

FY07 FY08 FY09 FY10 FYll

$2,143 $2,143 $2,143 $2,143 $2,143

1,800 1,800 1,800 1,800 1,800 $3,943 $3,943 $3,943 $3,943 $3,943

9

FY12 FY13

1,800 1,800 $1,800 $1,800

FY14 FY15

$15,000

1,800 1,800 $18,000 $1,800 $1,800

Exhibit C Virginia Tech Golf Course

Fiscal Year 2003-2004 Budget September 2003

Estimated Rounds of Golf

Revenue Greens Fees Annual Passes Dual memberships w/River Course Cart Fees Merchandise Sales Catalog Sales Other (locker rentals, etc) Mowing services Golf team {practice area maint.)

TOTAL REVENUE

Expenses Personnel

Salaries-Director of Golf Ops Head Golf Professional

Benefits & taxes

Salaries (2) Golf Course Benefits & taxes (31%)

Wages labor (part time) Golf Course Taxes (7.65%)

Wage labor-Golf Shop(including marshals) Wage labor-Starters- #10 Tee Taxes (7.65%)

Other Personnel Expense(PGA dues, educ., etc)

Total Personnel Expenses

Expenses-Golf Shop Golf cart lease Merchandise UBIT (Unrelated Business Income Tax) Bank Charges Merchant System (ID reader) Cleaning/Sanitation Supplies Postage, Shipping, Office Supplies Scorecards, pencils GCSAA dues, travel Accounting and Human Resources Advertising & Promotion Rental Clubs, pull carts, repair equipment Alarm System (ADT) Uniforms (shirts for employees) USGA, USGA dues

10

$140,000 $ 36,000 $ 1,900 $ 36,300 $ 63,404 $ 10,800 $ 3,325 $ 13,750 $ 1500

$ 21,804 $ 26,000 $ 14 817

$ 61,715 $ 19,132

$ 14,100 $ 1,079

$ 23,387 $ 4,900 $ 2164

$ 1990

$19,825 $52,337 $ 4,200** $ 360 $ 1,290 $ 1,500 $ 2,100 $ 1,140 $ 850 $ 6,000 $ 400 $ 950 $ 75 $ 500 $ 350

18,000

$306,979

$62,621

$80,847**

$15,179

$30,451

$ I 990

$191,088

j

Total Golf Shop Expense Maintenance Materials Expenses

Chemicals Contractual Services-vehicles & equip. Equipment-repairs & maintenance Fertilizers (fairways, greens, tees) Gasoline/Diesel/Motor Oil/Heating Oil Golf Course Supplies Irrigation Supplies Miscellaneous Expenses Sand Seed Small Tools Top-Dressing Mix

Total Maintenance Materials Expense

TOTAL OPERATING EXPENSES

NET GAIN (LOSS)

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$14,070 $10,800 $ 3,000 $ 2,520 $ 3,300 $ 1,980 $ 1,200 $ 100 $ 900 $ 1,800 $ 300 $ 1,600

$91,879

$41,570

$324,537

($17,558)

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ExhibitD TERMS AND CONDITIONS

SPECIAL TERMS AND CONDITIONS

1. INSURANCE: By signing and submitting a proposal under this solicitation, the Offeror certifies that if awarded the contract, it will have the following insurance coverages at the time the work commences. Additionally, it will maintain these during the entire term of the contract and that all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. During the period of the contract, Virginia Tech reserves the right to require the Contractor to furnish certificates of insurance for the coverage required. INSURANCE COVERAGES AND LIMITS REOUIRED: A. Worker's Compensation - Statutory requirements and benefits. B. Employers Liability- $100,000.00 C. General Liability - $500,000.00 combined single limit. Virginia Tech and the Commonwealth of

Virginia shall be named as an additional insured with respect to goods/services being procured. This coverage is to include Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor's Liability, Owner's and Contractor's Protective Liability and Personal Injury Liability.

D. Automobile Liability- $500,000.00 E. Builders Risk- For all renovation and new construction projects under $100,000 Virginia Tech will

provide All Risk- Builders Risk Insurance. For all renovation contracts, and new construction from $100,000 up to $500,000 the conttactor will be required to provide All Risk - Builders Risk Insurance in the amount of the contract and name Virginia Tech as additional insured. All insurance verifications of insurance will be through a valid insurance certificate.

The contractor agrees to be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from the payment of all sums of money by reason of any claim against them arising out of any and all occurrences resulting in bodily or mental injury or property damage that may happen to occur in connection with and during the performance of the contract, including but not limited to claims under the Worker's Compensation Act. The contractor agrees that it will, at all times, after the completion of the work, be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from all liabilities resulting from bodily or mental injury or property damage directly or indirectly arising out of the performance or nonperformance of the contract

GENERAL TERMS AND CONDITIONS

1. ANTI-DISCRIMINATION: By submitting their proposals, offerors certify to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act, and Section 2.2-4311 of the Virginia Public Procurement Act. If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1 E).

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In every contract over $10,000 the provisions in A and B below apply: A. During the performance of this contract, the Contractor agrees as follows:

1) The contractor w111 not discriminate against any employee or applicant for employment because of race, re'ligion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to

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post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

2) The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer.

3) Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section.

B. The Contractor will include the provisions of A above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

2. ANTITRUST: By entering into a contract, the Contractor conveys, sells, assigns, and transfers to Virginia Tech and the Commonwealth of Virginia all rights, title and interest in and to all causes of the action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by Virginia Tech and the Commonwealth of Virginia under said contract.

3. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The Contractor shall comply with applicable federal, state and local laws and regulations.

4. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Contractor in whole or in part without the written consent of Virginia Tech.

5. CHANGES TO THE CONTRACT: Changes can be made to the Contract in any one of the following ways: A. The parties may agree in writing to modify the scope of the contract. An increase or decrease in the

price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract

B. Virginia Tech may order changes within the general scope of the contract at any time by written notice to the Contractor. Changes within the scope of the contract include, but are not limited to, things such as the method of packing or shipment and the place of delivery or installation. The Contractor shall comply with the notice upon receipt. The Contractor shall be compensated for any additional costs incurred as the result of such order and shall give Virginia Tech a credit for any savings. Said compensation shall be determined by one of the following methods: 1) By mutual agreement between the parties in writing; or 2) By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be

done can be expressed in units, and the Contractor accounts for the number of units of work performed, subject to Virginia Tech's right to audit the Contractor's records and/or to determine the correct number of units independently; or

3) By ordering the Contractor to proceed with the work and to keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The Contractor shall present Virginia Tech with all vouchers and records of expenses incurred and savings realized. Virginia Tech shall have the right to audit the records of the Contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to Virginia Tech within thirty (30) days from the date of receipt of the written order from Virginia Tech. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Purchasing Manual for Institutions of

Higher Education and Their Vendors. Neither the existence of a claim or a dispute resolution process, litigation or any other provision of this contract shall excuse the Contractor from

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promptly complying with the changes ordered by Virginia Tech or with the performance of the contract generally.

6. CLAIMS. Contractual claims, whether for money or other relief, shall be submitted in writing to the Director of Purchasing, Virginia Tech Purchasing Department, 270 Southgate Center, Blacksburg, Virginia 24061, no later than sixty (60) days after final payment; however, written notice of the contractor's intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. Nothing herein shall preclude a contract from requiring submission of an invoice for final payment within a certain time after completion and acceptance of the work or acceptance of the goods. Pending claims shall not delay payment of amounts agreed due in the final payment (Code of Virginia, Section 2.2-4363). A contractor may not institute legal action prior to receipt of the Director of Purchasing's decision on the claim, unless that office fails to render such decision within thirty (30) days. The decision of the Director of Purchasing shall be final and conclusive unless the contractor, within six (6) months of the date of the final decision on the claim, institutes legal action as provided in the Code of Virginia, Section 2.2-4364.

7. COMMONWEALTH OF VIRGINIA PURCHASING MANUAL FOR INSTITUTIONS OF HIGHER EDUCATION AND THEIR VENDORS: This solicitation is subject to the provisions of the Commonwealth of Virginia Purchasing Manual for Institutions of Higher Education and Their Vendors and any revisions thereto, which are hereby incorporated into this contract in their entirety. A copy of the manual is available for review in the Virginia Tech Purchasing Department or by accessing URL http://www.purch.vt.edu on the Web.

8. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, Virginia Tech, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which Virginia Tech may have.

9. DRUG-FREE WORKPLACE: In every contract over $10,000 the following provisions apply: During the performance of this contract, the Contractor agrees to (i) provide a drug-free workplace for the Contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. For the purposes of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a Contractor the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

10. EO/AA STATEMENT: Virginia Tech, an equal opportunity, affirmative action institution covered by presidential executive order 11246 as amended, advises all contractors, subcontractors, vendors and suppliers that direct receipt of federal funds may require appropriate action on their part.

II. ETHICS IN PUBLIC CONTRACTING: By submitting their proposals, offerors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised unless consideration of substantially equal or greater value was exchanged.

12.1MMIGRATION REFORM AND CONTROL ACT OF 1986: By submitting their proposals, the offerors certify that they do not and will not during the performance of this contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986.

13. INDEMNIFICATION: Contractor agrees to indemnify, defend and hold harmless Virginia Tech and the Commonwealth of Virginia and their officers, agents, and employees from any claims, damages and actions of any kind or nature whether at law or in equity, arising from or caused by the use of any materials, goods, or equipment of any kind or nature, furnished by the contractor/any services of any kind or nature furnished by the contractor, provided that such liability is not attributable to the sole

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negligence of Virginia Tech or failure of Virginia Tech to use the materials, goods, or equipment in the manner already and permanently described by the contractor on the materials, goods or equipment delivered.

14 PAYMENT: A. TO PRIME CONTRACTORS:

1) Invoices for items ordered, delivered and accepted shall be submitted by the Contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the Virginia Tech or state contract number and/or purchase order number; social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

2) Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

3) All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the Contractor at the contract price, regardless of which public agency is being billed.

4) The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act.

5) Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the Commonwealth shall promptly notify the contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

B) TO SUBCONTRACTORS: 1) A contractor awarded a contract under this solicitation is hereby obligated:

a) To pay the subcontractor(s) within seven (7) days of the contractor's receipt of payment from the Commonwealth for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

b) To notify Virginia Tech and the subcontractor(s), in writing, of the contractor's intention to withhold payment and the reason.

The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in b) above. The date of mailing of any payment by U.S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the primary contract. A contractor's obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth.

15. TAXES: Sales to Virginia Tech and the Commonwealth of Virginia are normally exempt from State sales tax, State sales and use tax certificates of exemption, Form ST -12, will be issued upon request. Deliveries against this contract shall be free of Federal excise and transportation taxes. The Commonwealth's excise tax exemption registration number is 54-73-0076K.

16. NONDISCRIMINATION OF CONTRACTORS: An offeror or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faithbased organizational status, any other basis prohibited by state law relating to discrimination in employment or because the offeror employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this

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contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

17. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION: The eVA Internet electronic procurement solution, web site portal www.eva.state.va.us, streamlines and automates government purchasing activities in the Commonwealth. The portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to Virginia Tech should participate in the eVA Internet e-procurement solution either through the eVA Basic Vendor Registration Service or eVA Premium Vendor Registration Service. Failure to register may result in the proposal being rejected.

18. PARKING PERMITS: Effective October 31, 2002, Virginia Tech Parking Services will require the purchase and display of a parking permit for all vendor/business/contractor vehicles, privately and company owned, that park on campus. The cost of the permit is the same as the faculty/staff permit. Permit options include one year, six months, three months, summer, or day. Permits are available through application at Virginia Tech Parking Services, 455 Tech Center Drive, Blacksburg, Virginia 24061. Additional information is available at http://www.parking.vt.edu\vbc.htm or by calling Parking Services at (540) 231-3200.

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Renewal 2Renewal 1Modification 2Modification 1Contract UCP-TS-001-05