Golf Course Advisory Board Agenda and Packet 2010 06 21

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(b) In its sole discretion, the City may elect to participate in the funding of any capital improvements for the Golf Course; in the absence of any such participation, WGP shall fully fund the improvements. (c) For any capital improvement, the City and WGP shall execute a separate written agreement with City establishing terms and conditions related to such improvement, including by way of example and not limitation, provisions for the timing and manner of funding of the improvements, deadlines and guarantees for completion, requirements for maintenance, an amortization schedule based on the agreed-upon life of the improvement, and related matters. Upon completion of the improvement, the City and WGP shall execute an addendum to the agreement confirming the actual cost of the improvement, the amount of each party's participation in such cost, and the amortization schedule applicable to such improvement. (d) All capital improvements to the Golf Course shall be the property of and owned by the City. Upon completion of the improvement, WGP shall execute all documents that City may require to confirm sole ownership of such improvements by the City. WGP shall further ensure, at its sole expense, that City ownership of the capital improvements is free and clear of all liens and encumbrances, and shall be liable to the City for all costs, attorneys' fees and other expenses the City may incur in securing compliance with this requirement or the release of any liens and encumbrances. (e) Upon any termination of this Agreement, WGP shall be reimbursed its unamortized costs for any capital improvements covered by an executed capital improvement agreement provided for in subsection 4.03(c), above. Such reimbursement shall be net of any City participation in the costs of the capital improvement and limited to the amount stated in the agreed-upon amortization schedule. (f) WGP shall not be entitled to any reimbursement for capital improvements except as provided pursuant to subsection 4.03(e), above. Therefore, by way of example and not limitation, WGP shall not receive any reimbursement for any capital improvement that is not covered by an executed capital improvement agreement provided for in subsection 4.03(c) above, or for any capital improvement whose useful life has expired prior to termination or expiration of this Agreement. ARTICLE V Compensation to WGP and City 5.01 Compensation Durin!! Term. During the Term, WGP shall pay to City, without offset or deduction, a Basic Fee as follows: Initial Term (Years 1-5): First Extension Tenn (Years 6-10): Second Extension Term (Years 11-13): Third Extension Term (Years 14-15): $180,000 per year $198,000 per year $217,000 per year $217,000 per year The Basic Fee shall be paid to City in six equal installments on the first day of July, August, September, October, November, and December each year of the Term. In addition, WGP shall pay to City an annual Incentive Fee equal to ten percent (10%) of the defined "Gross Revenues" over $1,900,000 for each Fiscal Year. The annual Incentive Fee shall be paid pursuant to the provisions in this Article. The Incentive 8 Initials: ~