Common use of Purchasing Policy Clause in Contracts

Purchasing Policy. Golf Manager shall comply with the policies and procedures for purchasing of merchandise for the Golf Facilities, including controls and reports, as provided in the “Purchasing Policy” attached hereto as Exhibit F, and as such policies and procedures may be amended from time to time (provided that any such amendment is provided to Golf Manager and does not materially and adversely affect the ability of Golf Manager to operate the Golf Facilities) by Hotel Manager for the Resort and Golf Facilities as a whole. Pursuant to the Purchasing Policy, but subject to the Golf Facilities Annual Plan, as an Operating Expense of the Golf Facilities, Golf Manager shall establish and maintain inventory levels and ensure the distribution of first quality merchandise and supplies to assigned departments of the Golf Facilities, including sufficient inventories for retail sale throughout the Golf Facilities and shall prepare and submit to Hotel Manager and Owner (on a basis reasonably determined by Hotel Manager) purchase, sale and use reports concerning inventory, merchandise and supplies. The Parties agree to develop an inventory of materials, supplies, inventory and equipment to be used or managed by Golf Manager pursuant to this Golf Agreement. All property purchased with Resort, Owner or Hotel Manager funds shall be property of the Resort, Owner or Hotel Manager, and not Golf Manager. In the performance of such obligations, Golf Manager may elect to purchase items described therein under vendor contracts negotiated by Golf Manager under its vendor contracts and national purchasing programs, subject to the following provisions. In respect of purchases made under Golf Manager’s vendor contracts, Hotel Manager and Owner acknowledge that Golf Manager may receive and retain certain payments, rebates or administrative fees from vendors, and that Golf Manager and/or its Affiliates may have investments in such vendors; and, provided, further, any price discounts achieved under such contracts for items purchased for the Golf Facilities shall be passed on to the Golf Facilities. Upon Hotel Manager’s or Owner’s request, Golf Manager shall disclose in writing to Hotel Manager and/or Owner (as the case may be) in a reasonably detailed writing any applicable arrangements for Golf Manager to receive payments, rebates, concessions or administrative fees. In any event, Golf Manager shall prepare a quarterly written report for delivery to Hotel Manager and Owner, which report shall fully and fairly disclose all rebates, concessions, and administrative fees Golf Manager (or its Affiliates) may have received (or direct that others should receive) from any vendor relating to purchases made on behalf of the Resort. Notwithstanding any contrary provisions of this Article 4.01(d), it is the intention of the Parties that the net cost (including, without limitation, rebates, concessions, payment terms, service policies, return policies and the like) of using Golf Manager’s national purchasing program shall not be greater than if a third party purchasing agent or Hotel Manager or Owner purchased the same items. Accordingly, if Hotel Manager or Owner is able to identify vendors to Golf Manager from which the Golf Facilities can purchase items of the same quality, and same brand (for those items where brand is a differentiating feature), as those available through vendors recommended by Golf Manager, but at lower prices than the prices available through vendors recommended by Golf Manager, at Hotel Manager’s direction, Golf Manager shall purchase the goods and services in question from the vendors identified by Hotel Manager or Owner. Notwithstanding the foregoing, upon at least thirty (30) days’ prior written notice to Golf Manager, Hotel Manager or Owner shall have the right to opt out of any purchasing program in respect of all purchases or such items as Hotel Manager or Owner may designate in such notice.