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Members Present: Kathy Curley, Paul Casey, Terry Clarke, Kerry Ryan, and William Friend.
Others Attending: Jay McGrail, SSCC’s Director of Operations.
With a quorum present, Kathy Curley, chairman of the CCMC, called the meeting to order at 8:30 AM.
Kathy Curley opened the meeting by calling for questions or comments on the minutes of the committee’s October 13, 2009 and November 3, 2009 meetings, which were previously forwarded to the committee members for review. After a short discussion, on motion duly made and seconded, the minutes of the October 13, 2009 and November 3, 2009 meetings were unanimously approved.
Following approval of the minutes, Jay McGrail was asked to update the committee on SSCC administrative and operational matters:
He commenced with a review of the revised EZ Links contract, explaining that he had continued his due diligence follow-up with other golf courses already using EZ Links software and equipment, worked on the agreement terms with William Friend and Kathy Curley. He noted that considerable changes had been made to the form agreement provided to the SSCC by EZ Links, which was presented and discussed at the last meeting. Jay McGrail further noted that he was expecting final approval of the transaction from the selectmen’s office by the end of the week and requested that the committee approve the revised agreement in the form presented and authorize its signing by either Kathy Curley or William Friend, on behalf of the committee, assuring the committee that the agreement would not be signed until he was advised by the town that he could complete the transaction. Thereafter, on motion duly made and seconded the committee unanimously approved the revised agreement and, providing town authorization of the transaction is received, authorized Kathy Curley or William Friend to sign the EZ Links Agreement on behalf of the committee.
Upon completion of this discussion, Jay McGrail, Kerry Ryan and William Friend reported on their progress in concluding the lease negotiations with Elio Ricci for the food and beverage operations at the SSCC. A copy of the final version of the lease was handed out for the committee members to examine and the critical provisions of the lease were reviewed in detail. Paul Casey followed with comments on the bookkeeping and financial reporting provisions of the lease that he had worked on. Upon conclusion of the committee’s review and discussion of the lease the following resolutions were duly made and unanimously approved by the committee:
Resolved, that the Lease Agreement, dated November 12, 2009 by and between the Town Of Hingham, acting by its Board of Selectmen and the Country Club Management Committee, as the Landlord and by Vista Verde Corp, d/b/a/Raffaels, as the Tenant, in the form presented to this Committee, be and hereby is accepted and approved for execution by the Country Club Management Committee; and,
Resolved further, that the duly elected officers of the Country Club Management Committee, Kathleen Curley, Chairman and William Friend, secretary be and hereby are authorized and instructed to sign the aforementioned Lease Agreement for and on behalf of the Country Club Management Committee.
Resolved, that the Limited Guaranty of lease Agreement, to be signed by Elio Ricci, as Guarantor; substantially in the form as presented to this Committee, be and hereby is agreed to and approved by the Country Club Management Committee; with the further understanding that Kerry Ryan and William Friend are hereby authorized to agree to any non-substantive changes to this agreement that may occur in final discussions with the Town of Hingham or Elio Ricci to complete the execution and processing of this agreement.
Resolved further, that the duly elected officers of the country Club Management Committee, Kathleen Curley, Chairman and William K. Friend, Secretary be and hereby are authorized and instructed to sign the aforementioned agreement for and on behalf of the Country club Management Committee.
The discussion then turned to the appointment of Elio Ricci as “Manager” under the Liquor License for the SSCC food and beverage facilities. It was explained that, while it is stated in the lease and the lease guaranty that Elio Ricci is the party responsible for managing the food and beverage operations, a formal agreement and a certified resolution are required to document the appointment of Elio Ricci as “Manager” so that they can be presented with the necessary applications to the appropriate licensing authorities. Following a committee discussion of the duties and responsibilities of the “Manager” and with the understanding that a Management Services Agreement has been prepared by the Bob Orsi, the attorney representing the Town and the CCMC on these matters, which will next be reviewed and approved by the committee, the committee approved the following resolutions:
Resolved, that the necessary steps be taken to appoint Elio Ricci, “Manager”, replacing Nora Berard, the present Manager, under the C.V. 7-Day All Alcoholic Beverage License, currently held in the name of South Shore Country Club , Country Club Management Committee, as Licensee.
Resolved further that the duly elected officers of this Committee, Kathleen Curley, Chairman and William Friend, Secretary as well as James McGrail, the South Shore Country Club Director of Operations, each be and hereby is Individually authorized to prepare and sign any and all applications and other necessary and appropriate documents to effect this appointment for and on behalf of the committee.
The committee then examined and discussed the Management Services Agreement. William Friend and Kerry Ryan explained to the committee that Bob Orsi had prepared the agreement, with their input and that it had been reviewed and accepted by Elio Ricci and his attorney. They then stated that they were satisfied with the agreement and asked that the committee approve the agreement and authorize its signing with the understanding that additional changes to the wording of agreement may be required or suggested by the town of Hingham or the licensing authority, during the licensing process. Upon motion duly made and seconded and unanimously agreed to, the committee approved the agreement as presented, authorized Kerry Ryan and William Friend to approve any non-substantial changes to the agreement wording that arise during the remaining liquor license application and town approval process and agreed that Kathey Curley, as Chairman, and/or William friend , as secretary, each be and hereby is authorized to sign the final Management Service Agreement on behalf of the committee.
Thereafter, on motion duly made and seconded, the committee voted unanimously to adjourn the meeting.
Respectfully submitted,
William Friend