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HomeMy WebLinkAboutCourseCo Sun Willows Lease 09.21.21LEASE AGREEMENT FOR THE PROFESSIONAL MANAGEMENT AND OPERATION OF SUN WILLOWS GOLF COURSE This Lease Agreement, made and executed as of the I" day of October 2021, by and between THE CITY OF PASCO, hereinafter referred to as "City" Lessor and Sun Willows Pasco Golf, LLC, hereinafter referred to as "Lessee." ARTICLE 1 -BACKGROUND 1.1 Intent. To ensure the highest quality of golf programs for the public, the City desires to improve the existing Sun Willows Golf Course, located on real property within the County of Franklin, City of Pasco, State of Washington, which is located on the real property, more particularly described on Exhibit A, attached hereto and fully incorporated herein by reference and referred to herein as "the Course" and to provide by lease for the overall professional management and full service operations of the Course, the construction and/or renovation and maintenance of all existing facilities and improvements and the addition of other facilities and improvements, and the collection of fees and other related golf services. Lessee, a golf course owner and operator, desires to provide the professional management services and full service operations for the Course, capital renovation and construction of buildings and facilities in cooperation with the City, maintenance of all facilities and improvements, and the collection of fees and other golf -related Course services for the City Courses described in this Lease. The parties agree that the Course shall be called the Sun Willows Golf Course. Lessee may change the name of the Course only with Lessor's consent, which consent shall not be unreasonably withheld, provided such name is consistent with portraying the Course as a public golf course. 1.2 Objectives for Lessee's Performance. City and Lessee agree that the primary objectives for Lessee's performance under this Lease are to: (1) operate the Course as intended, including recreation and competitive golf operations along with operations of the pro shop and restaurant facilities, (2) to maintain facilities as indicated in Exhibit B; and (3) to maximize the public use of the Course as well as the revenues to be received by City and the return on Lessee's investment as a result thereof. ARTICLE 2 - DEFINITIONS 2.1. "City Manager or his designee. "City Manager" or " his designee" shall mean the City Manager of the City or his designee of the City of Pasco or an authorized representative thereof. 2.2 Course. "Course" shall mean the Sun Willows Golf Course described in Exhibit A and, as the property is developed pursuant to this Lease, any improvements located thereon from time to time during the term hereof. 2.3 Course Operation. "Course Operation" shall mean the privilege of engaging in the activities authorized herein on the public property at the Course. Course Operation shall include Lease Agreement Sun Willows Golf Course - 1 the operation of the Course and its related operations. 2.4 Maintenance Standards. "Maintenance Standards," as well as equipment and materials standards, shall mean the standards for maintenance of the Course set forth in the Course Maintenance Standards attached hereto as Exhibit B and found herein in Article 5. Any changes or revisions in the "Maintenance Standards" are subject to the written approval of the City Manager or his designee prior to implementation. 2.5 Premises. "Premises" or "Leased Premises" or "Demised Premises" shall mean the real property as shown in Exhibit A, the Course and all related facilities, including but not limited to, maintenance and/or service buildings, restaurant(s), and parking spaces, which together comprise the Course, and to any improvements located thereon from time to time during the term hereof, together with all easements, rights of way and licenses reasonably necessary to ingress, egress, utilities and signage necessary or appropriate to construct, maintain and operate the Course. 2.6 Maintenance Buildings. "Maintenance Buildings" shall mean all of the equipment storage space located on the Leased Premises. ARTICLE 3 - PREMISES 3.1 Leased Premises. City hereby leases to Lessee and Lessee leases from City, for the purpose of providing the overall professional management and full service operations of the Sun Willows Golf Course, the maintenance of all facilities and improvements related thereto, and the collection of all fees for Course and other related Course services, those certain premises with the appurtenances, situated in Pasco, Franklin County, Washington, and more particularly described as shown in Exhibit A attached hereto and made a part hereof, that being the real property consisting of the Course and Course related facilities. The City represents that the realty leased and the Lessee represents that the constructed Course and all related facilities are or will be, as required above, in material compliance with all federal, state and local environmental and hazardous substance laws, rules and regulations. Lessee shall make no demand upon City for any initial or later construction of any improvement, or development, maintenance or alteration of the premises during the term of this Lease except as expressly provided in this Lease. 3.2 Personal Property/Equipment. The Personal Property/Equipment itemized on Exhibit A-2 shall remain the property of Lessor, but is leased to Lessee pursuant to the terms of this Lease. Lessee, at its sole cost and expense shall insure, repair and maintain the Personal Property/Equipment during the term of this Lease and agrees to keep said Personal Property/Equipment in good condition and repair, normal obsolescence and reasonable wear and tear excepted, and to obtain policies of casualty insurance for such Personal Property/Equipment in an amount equal to their full insurable value naming Lessor and Lessee as co -insureds as their interests may appear. Notwithstanding that Lessor is the owner of the Personal Property/Equipment, during the term of this Lease, Lessee shall have the right to dispose of any of said Personal Property/Equipment provided concurrently Lessee replaces it with additional Lease Agreement Sun Willows Golf Course - 2 Personal Property/Equipment having the same or greater value and having substantially the same use. Any Personal Property/Equipment acquired by Lessee in replacement of any of the specific Personal Property/Equipment that is itemized on Exhibit A-2 shall belong to Lessee during the term of this Lease. Upon the expiration or termination of the Lease said Personal Property/Equipment shall be surrendered to Lessor and shall thereupon, without further consideration, belong to Lessor (but subject to wear and tear and to any lease financing which may be applicable to any of the Personal Property/Equipment). Lessee acknowledges that if it acquires any Personal Property/Equipment subject to financing that could extend beyond the terms of this Agreement, then it shall consult with Lessor prior to finalizing such financing arrangements. Any and all additional Personal Property/Equipment acquired by Lessee during the Term for the exclusive use in connection with the operation of the Premises, shall be owned by Lessee during the Term and shall, upon the expiration or termination of this Lease, be surrendered to Lessor and shall thereupon, without further consideration, belong to Lessor (but subject to any lease financing which may be applicable to any of the Personal Property/Equipment). Any and all additional Personal Property/Equipment acquired by Lessee that is not for the use in connection with the operation of the Premises, shall be owned by Lessee during the Term and shall thereafter remain the property of Lessee and be retained by Lessee upon the expiration or termination of this Lease. Lessor, shall at its cost and expense inventory all items on Exhibit A-2 and provide a value of the Personal Property/Equipment. At the end of this lease the Lessee shall, at Lessee's cost and expense, provide an inventory list of Personal Property/Equipment. Parties acknowledge that the purpose of these inventory lists is to provide an accounting for the Personal Property/Equipment at the beginning of the Lease, and that at the end of the Lease, the Lessee is agreeing to return the Premises with substantially equal or greater value in the Personal Property/Equipment on hand, subject to depreciation and normal wear. Exhibit A-2 shall be completed by the lessee and provided to the City within sixty (60) days of lease commencement date. 3.3 Personal Property/Equipment As -Is. Lessee acknowledges that (a) Lessor is not the manufacturer of the Personal Property/Equipment or manufacturer's agent; (b) Lessee has accepted the Personal Property/Equipment based solely on Lessee's inspection, and expressly disclaims any reliance upon any statements or representations made by Lessor, and (c) that the Personal Property/Equipment is of a design, size, fitness and capacity acceptable to Lessee and that Lessee is satisfied that the same is suitable and fit for its use and purposes. Lessee is leasing the Personal Property/Equipment "AS -IS" without warranty, express or implied, including but not limited to the fitness for any particular purpose, use, quality, design, condition, durability, suitability, merchantability or any other matter. Lessee specifically waives all right to make any claim against Lessor for breach of any warranty of any kind whatsoever. Lessee agrees that Lessor is not responsible to Lessee for any loss, damage, claim or expense of any kind or nature caused, directly or indirectly by the Personal Property/Equipment, the use thereof, the failure of operation thereof, the repairs, services, or adjustments thereto or by any interruption of service or loss of business or damage whatsoever and howsoever caused. No defect or unfitness of the Personal Property/Equipment shall relieve Lessee of the obligation to pay rent or of any other obligations under this lease. Additionally, title to any structure, building or improvement affixed to the property shall be considered a fixture to the property and title shall vest in the Lessor ab initio. Lease Agreement Sun Willows Golf Course - 3 3.4. Annual Reports, Plans and Reviews. To maintain the aesthetic standards and quality required by City with respect to the premises, Lessee shall submit to City thirty (30) days prior to the commencement of each Operating Year after the first Operating Year, a partial year, an annual report describing any improvements made during the previous year and plans for any improvements, upgrading or other changes proposed for the following year, for review by City. City may use such annual report during its yearly inspection of the Leased Premises. Further, as more fully described below, any proposed plans for improvements exceeding a cost of $100,000 shall not be implemented, nor shall capital projects be started, without the prior written request from Lessee and the prior written approval from City. The annual report provided by Lessee shall not be considered a written request that must be separately provided by Lessee. City shall conduct an annual review of the Course Operations in accordance with the maintenance standards as described in Exhibit B and Article 5. The annual review shall become a part of the permanent record that will assist City in determining Lessee's fulfillment of and compliance with the Lease requirements as well as determining whether Lease options with Lessee should be approved by City. If for any reason the City shall not conduct said annual review, the same is not a breach of the City's duties herein, nor shall such failure to conduct an annual review be construe as causing damage to the Lessee and shall not in any manner constitute a waiver of the City's right to conduct an annual review. ARTICLE 4 - TERM 4.1 Initial Term. The Lease term of this Lease shall commence upon the full execution hereof and shall end at midnight on December 31, 2041, unless extended as hereinafter provided or unless terminated as hereinafter provided. 4.2 Possession. Lessee's right to possession and obligations under the lease shall commence on October 1, 2021 ("Commencement Date"). 4.3 Option to Extend Terms. Lessee is given the option, to extend the term of this Lease for up to three (3) additional period of (5) years ("extended term") beyond the initial term by giving written notice of the exercise of the option ("option notice") to City at least ninety (90) days but not more than one hundred eighty (180) days before the expiration of the initial term. However, Lessee shall have the right to exercise the five (5) year extended term prior to one hundred eighty (180) days before the expiration of the initial term in the event Lessee needs to extend such term for purposes of financing the improvements of the Course as set forth in article 6, or in the event Lessee needs additional time on the term for financing of any improvements pertaining to the Course project. In no event shall Lessee be entitled to renew this lease for the extended term unless all of its obligations hereunder are met and Lessee is not in default in the performance of any contractual obligation contained herein.. 4.4 Holding Over. If Lessee holds over beyond the expiration of any term with consent, express or implied, of the City, such holding over shall only be from month -to -month, subject to the conditions of this Lease, and shall not be a renewal hereof, and shall be at the maximum allowable compensation provided herein, calculated for the number of months and/or days held Lease Agreement Sun Willows Golf Course - 4 over, and shall otherwise be on the terms and conditions herein specified, so far as applicable. 4.5 Mutual Termination. The parties may, upon mutual agreement expressed in writing, during the initial term of this Lease, or any extension thereof, on not less than one hundred eighty (180) days' notice prior to termination, dissolve and terminate this Lease and the relationship of the parties. City shall not be liable for completion of any construction or renovation initiated by Lessee, or its Lessees, assignees, licensees, concessionaires or permittees, and City shall be held harmless and indemnified therefrom. ARTICLE 5 - LESSEE'S BASIC SERVICE OBLIGATIONS AND OPERATING RESPONSIBILITIES 5.1 Course Operation. Lessee shall operate the Course and related facilities on the premises as a public golf course. Lessee shall, at all times, operate the Course and conduct all operation in a good and businesslike manner and at least comparable to the standards of comparable golf courses. Lessee shall provide services customarily associated with the operation of a golf course and the related facilities, including, without limitation, the rental of golf -related equipment, provision of golf instruction, and sale of golf supplies, apparel and equipment, and operation of food and beverage service. The quality and grade of service shall be equal to or greater than the quality and grade of service to a comparable golf course. The Premises shall be used for no other purpose without the written consent of Lessor, which consent shall not be withheld unreasonably. If Lessee's use is prohibited by subsequent law or governmental regulation, this Lease shall terminate. 5.2 Days and Hours of Operation. Lessee shall operate the Course and related facilities located on the premises every day of the year, excepting Christmas Day, Thanksgiving Day, and New Year's Day, at lessee's discretion, at least from dawn to dusk, except in the event of an emergency or inclement weather. Lessee may open the other limited access parts of the Course at other times as it sees fit and at its discretion. 5.3 Use by City for Non -Golf Events. Lessee shall make the Course available for the use of the City, or as directed by the City, for a non -cumulative maximum of 3 days per calendar year on the following conditions. For this purpose, a "day" shall mean a 24-hour period during which more than 50% of golf play is interrupted or displaces by a reason of the City's use of the Course. A. City shall notify Lessee in writing not less than sixty (60) days in advance of such use and may not schedule such use during, or in conflict with, any other special event of tournament previously scheduled by Lessee. B. Lessee shall receive a rent credit equal to one half (50%) of the daily average gross income for that month multiplied by the number of event days. C. City shall pay all direct costs relating to such use, including, but not limited to clean up, trash removal and disposal, and security services. Lease Agreement Sun Willows Golf Course - 5 D. City shall pay for any and all repair and/or replacement of any damage caused during such use, including damage caused by invitees. 5.4 Inventoryy and FF&E. Without limiting any other provision contained in the lease, Lessee shall, at its sole expense (except for allowable use of the Capital Improvement Fund), acquire and maintain throughout the term sufficient furniture, fixtures, equipment, and inventory as are required to operate the Course and related facilities located on the Premises as contemplated by this lease. 5.5 Golf Carts. Lessee shall provide, through purchase or lease at its sole cost and expense, a sufficient number of golf carts to meet the public demand therefor at the Course. Lessee shall provide all maintenance, repair and service required by such golf carts, and shall replace them as reasonably required or appropriate. Lessee shall charge reasonable market fees for golf cart use. 5.6 Golf Course Fees and Prices. The Course and related facilities shall be open to the public at rates established by the Lessee. Such rates shall be determined based on the economics of the Course and the competitive market, and may include a temporary surcharge, if needed. Lessee may vary the rates by season, by time of day, and by any other appropriate factor. Lessee may also develop stay and play packages with local hoteliers. City and Lessee will meet and confer if a problem arises with any aspect of the rate structure, as determined by either party. 5.7 Building and Equipment Maintenance. City shall not be obligated to perform any repairs, changes or alterations to the Premises or Improvements, nor shall the City be liable for the cost thereof. Lessee assumes full and sole responsibility for the condition, operation, repair, maintenance and management of the Premises and any permitted Improvements or Alterations, from and after the commencement date; provided, however, this obligation shall not include the assumption of any liability or responsibility by Lessee for the presence of any hazardous materials or underground tanks or the failure of the Premises to comply with any environmental laws, in each case as of the commencement date. In addition, if any portion of the Premises, or the City's property located on or about the Premises, is damaged, by any of the activities conducted by Lessee or its agents or invitees hereunder, Lessee shall repair any and all such damage and restore the Premises or City's property to its previous condition. A. Utilities, Roads. City shall be responsible for maintaining and repairing access roads and sewer and water facilities providing sewer and water service to the Premises, except for access roads that are located on the land and sewer and water facilities that solely or primarily benefit the Course. B. Maintenance Standards. Lessee shall perform the maintenance of the green, tees, fairways, rough, cart paths, and other turf areas comprising the Course in accordance with the standards for maintenance as described on Exhibit B. 5.8 Compliance with Laws. Lessee shall comply with all municipal ordinances and all state and federal laws and regulations applicable to Course Operation. Lessee shall not knowingly permit any illegal activities to be conducted on the leased premises. If any permits or licenses are Lease Agreement Sun Willows Golf Course - 6 required for the Course Operation or any construction authorized by this Lease, Lessee shall obtain all such required permits or licenses from the appropriate agency before undertaking the regulated activity. Lessee shall correct, at Lessee's own expense, any failure of compliance created through Lessee's fault or by reason of Lessee's use, but Lessee shall not be required to make any structural changes to affect such compliance unless such changes are required because of Lessee's specific use. 5.9 Compliance with Rules and Regulations. Lessee shall strictly comply with all rules and regulations set forth by any governmental body, agency or instrumentality, including any amendments thereto. Lessee shall correct, at Lessee's own expense, any failure of compliance created through Lessee's fault or by reason of Lessee's use, but Lessee shall not be required to make any structural changes to affect such compliance unless such changes are required because of Lessee's specific use. 5.10 Lessee's Obligation to Refrain from Discrimination. Lessee shall not discriminate against any person or group of persons on account of race, creed, color, national origin, citizenship or immigration status, families with children, sex, marital status, sexual orientation, age, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability. Neither Lessee itself, nor any person claiming under or through it, shall establish or permit any practice of discrimination in the hiring of staff, selection of vendors and contractors, or in the access to and use of the Course facilities or in the execution of any other activity as permitted through this Lease. 5.11 Si ns. Lessee shall not post signs of any kind, nature or size, other than customary signage for directional purposes, traffic control, parking, no littering, and any signs required by any applicable federal state or local laws or regulations, upon the leased premises or improvements thereon without the prior written approval of the City Manager or his designee. 5.12 Utilities. Upon commencement of the term of this Lease, Lessee shall be responsible for, and shall provide and pay for, all utilities serving the leased premises, including but not limited to, water, gas, heat, light, power, telephone service, electricity, sewer and trash removal and other public utilities of every kind furnished to the premises throughout the term hereof, and all other costs and expenses of every kind whatsoever of or in connection with the use, operation, and maintenance of the premises and all activities conducted thereon, and City shall have no responsibility of any kind for any thereof. Lessee waives any and all claims against City for compensation for loss or damage caused by defect, deficiency or impairment of any utility system, including but not limited to, water or irrigation system, water supply system, drainage system, waste system, heating or gas system, electrical apparatus or wires, telephone service, light, power, sewer and trash removal serving the leased premises. If any utility services are provided by or through Lessor, charges to Lessee shall be comparable with prevailing rates for comparable services. If the charges are not separately metered or stated, Lessor shall apportion the charges on an equitable basis, and Lessee shall pay its apportioned share on demand. 5.13 Safely. Lessee shall immediately correct any unsafe condition of the premises, as well as any unsafe practices occurring thereon. Lessee shall use reasonable efforts to obtain Lease Agreement Sun Willows Golf Course - 7 emergency medical care for any member of the public who is in need thereof because of illness or injury occurring on the premises. Lessee shall cooperate fully with City in the investigation of any accidental injury or death occurring on the premises, including a prompt written report regarding all major injuries or deaths and deliver such to the City Manager or his designee. Lessee shall immediately report, to the City Manager or his / her designee, any injury whether minor or major and any death occurring on the premises. A major injury is one attended to with, or requiring the service of, emergency personnel. 5.14 Meetings. Representatives of Lessee and City shall meet according to a schedule to be determined by the two parties and at such other times as may be required by City to review Lessee's performance under this Lease and to discuss any problems or matters as determined by City. 5.15 Prices, Goods and Services. Lessee shall at all times maintain a complete list or schedule of the prices charged for all goods and services supplied to the public on or from the premises. Such list or schedule of the prices shall be provided to the City Manager or his designee upon request. Such prices shall be fair and reasonable based on the following considerations: that the Course operation is intended to serve the needs of the public for the goods and services supplied at a fair and reasonable cost; that the prices charged should be comparable to prices charged for similar goods and services in the general area; and that the profit margin should be reasonable considering the cost of providing the goods or services in compliance with the obligations of this Lease. 5.16 Abandonment of Premises. Lessee shall not vacate or abandon the premises at any time during the term hereof; if Lessee shall abandon, vacate or surrender the premises, or be dispossessed by process of law, or otherwise, any personal property belonging to it and left on the premises shall be deemed to be abandoned, at the option of City, except such property as may be encumbered to City. 5.17 Right of Entry of the City. Lessee shall permit City, their agents and employees, to enter into and upon the demised premises at all reasonable times for the purpose of inspecting the same, or for the purpose of posting notices of non -responsibility for alterations, additions, or repairs, without any rebate of rent and without any liability to Lessee for any loss of occupation or quiet enjoyment of premises thereby occasioned, and shall permit City and its agents and employees, at any time to place on the demised premises any usual or ordinary "To Let" or "To Lease" signs and exhibit the premises to prospective tenants at reasonable hours. ARTICLE 6 — CAPITAL INVESTMENT; IMPROVEMENTS 6.1 Lessee's Capital Investment. Lessee shall contribute the initial sum of twenty five thousand US dollars ($25,000) to the Capital Improvement Fund established pursuant to Article 6.3. below. 6.2 Construction of Improvement. Except as otherwise expressly provided in this lease, Lessee shall not construct or install any improvement nor make or permit any alterations in, to, or Lease Agreement Sun Willows Golf Course - 8 about the Premises or any improvement, without the City's prior written consent in each instance, which City shall not unreasonable withhold of delay; provided, however, such requirement to obtain the City's prior written consent shall not apply to any work that costs twenty five thousand US dollars ($25,000) or less. Subject to the City's consent as provided above, any permitted improvements or alterations shall be done at the Lessee's sole expense (i) in strict accordance with plans and specification approved in advance by City in writing, (ii) by Lessee or fully licensed contractors, (iii) in a good and professional manner, and (iv) in strict compliance with all laws, including but not limited to, the adopted building codes at the time of construction. Lessee acknowledges that the City's role as landlord hereunder is separate and distinct from its role as the issuer of building permits, grading permit, etc., and any permit application by Lessee shall, and will, be processed by the City in its normal and ordinary course pursuant to the Pasco Municipal Code (PMC). 6.3 Capital Improvement Program A. On the commencement date Lessee shall, on behalf of the City, establish and maintain a separate, interest -bearing trust account (the "Capital Improvement Fund") for the funding of capital acquisitions and improvements to the Premises. Commencing on October 1, 2021 and on each October 1 st for the duration of the lease, Lessee and Lessor shall each separately deposit an amount equal to twenty-five thousand US dollars ($25,000). B. All such funds are to be held by Lessee in trust for the benefit of the City's interest in the Premises, including its reversionary interest in the Premises upon the expiration or earlier termination of this Lease. Interest earned on fund held in such account shall become part of the Capital Improvement Fund and all amounts remaining in the Capital Improvement Fund at the end of the Term or any earlier termination of this lease shall be remitted to the Lessor. Lessor and Lessee will develop written procedures for approval and release of funds from the Capital Improvement Fund, including the accounting and auditing procedures with respect thereto. C. Funds held in the Capital Improvement Fund shall be used exclusively for additional capital items or the repair and replacement of capital items which are needed to repair or replace, over time, capital items which are subject to wearing out after a useful life and which are included in, located on or used in connection with the Premises, and which if not replaced or repaired, could adversely affect the Lessor's interest upon the expiration or earlier termination of the lease, and for the reimbursement of funds advanced for such purposes by Lessee in accordance with Article 6.3(e) below. Funds held in Capital Improvement Fund may be expended only in accordance with a Capital Improvement Plan approved by the Lessor in accordance with this section. D. Not later than the first (month) following the creation of the Capital Improvement Fund and thereafter on December of every second year term thereafter, Lessee shall submit to Lessor a biannual plan for the use of the Capital Improvement Fund Lease Agreement Sun Willows Golf Course - 9 monies in the subsequent two lease years (each considered a "Capital Improvement Plan"). Each Capital Improvement Plan shall include the description of each proposed expenditure and Capital Improvement Plan monies, the purpose for each expenditure, and the proposed timeframe for such expenditure. Lessor shall review each Capital Improvement Plan and shall not unreasonably withhold its consent thereto. The failure of the Lessor to respond within forty-five (45) days of delivery of any proposed Capital Improvement Plan shall be deemed consent of the Lessor to such plan. E. Notwithstanding the provision hereof, Lessee shall be entitled to be reimbursed (with interest at the prime rate) from the Capital Improvement Fund for any expenditure incurred by Lessee prior to the accumulation of fund for such expenditures in the Capital Improvement Fund if, and to the extent, such expenditures otherwise meet the requirements of Article 6.3(c) and would have been appropriate to be approved (including the approval of the Lessor as provided in subparagraph (c) above for inclusion in the Capital Improvement Plan if there had been sufficient funds in the Capital Improvement Fund at the time of such expenditure was made. 6.4 Disruption of Play Due to Capital Projects. Certain Lessor projects, including but not limited to street improvements, undergrounding of utilities, etc., may impact access to the Premises or portions of the premises. The Lessor will ensure that Lessor staff and contractors coordinate with Lessee to minimize any negative impacts of these projects, to the extent possible. 6.5 Construction of Pro Shop and Food and Beverage Facility on Premises. Lessee and Lessor agree to commence a feasibility study by a mutually agreed upon third -party consultant within 180-days of the commencement of the lease. The cost of this study to determine the options and economic feasibility of the new clubhouse construction will be a shared expense with Lessee and Lessor. Should the parties be unable to reach agreement on the shared cost of future capital facilities, the lease term extension provisions outlined in Section 4.3 — Option to Extend Terms will require mutual acceptance from the City for the exercise thereof. ARTICLE 7-CITY'S COVENANTS AND REPRESENTATIONS 7.1 Lessor warrants that it has the right to lease the Premises and will defend Lessee's right to quiet enjoyment of the Premises from the lawful claims of all persons during the Lease term. 7.2 Governmental Agencies. City has no knowledge of any existing conditions in or about the Property or otherwise which violate any city, county, state or federal law, ordinance or regulation, including but not limited to, regulations related to zoning and use of the Property, and City has not received any notice, written or otherwise from any governmental agency requiring the correction of any condition with respect to the Leased Premises that might be in violation of any law, ordinance or regulation. 7.3 Title to the Real PropgM, Personal Pro-pLrty and Improvements. City has good and defensible title to the Real property, Intangible Personal Property, Personal Property and Lease Agreement Sun Willows Golf Course - 10 Improvements, free and clear of all liens, claims and encumbrances of any nature, except for the existing real property conditions. 7.4 Litigation, Claims or Proceedings. There are no existing or pending actions, suits, litigation, claims, proceedings or governmental investigations with respect to any aspect of any of the Leased Premises, nor, to the knowledge of City, have any such actions, suits, litigation, claims, proceedings or governmental investigations been threatened or asserted. 7.5 Permits. City and Lessee shall cooperate fully with one another as necessary to enable the proper parry to procure and/or transfer and maintain all licenses, permits or authorizations necessary for the operation of the Leased Premises. Upon the conversion or termination of this Lease, any permits or licenses will be transferred, as permitted to law, to City, and any expenses incurred with respect thereto shall be an Operating Expense of Lessee. 7.6 Warranties. Lessee will maintain all warranties, guarantees, and maintenance contracts on the equipment and furnishings of the Premises and will endeavor to cause the reimbursement of expenses for maintenance, repair and replacement, and for labor and materials associated with all warranted or guaranteed equipment and furnishings utilized in the operation of the Leased Premises. 7.7 Violation of Lease. Neither the execution and delivery of this Lease by City nor City's performance of its obligations hereunder will result in a violation or breach of any term or provision, or constitute a default, or accelerate the performance required under any other agreement or document to which City is a parry or is otherwise bound or to which the Leased Premises, or any part thereof, is subject, and will not constitute a violation of any law, ruling, regulation or order to which City is subject. ARTICLE 8 -RENT AND OTHER CONSIDERATIONS 8.1 Minimum Rent to City. The minimum rent due to the Lessor in consideration of this lease shall be One -Hundred Thousand US dollars ($100,000.00) per lease year. Rent shall be paid on a quarterly basis in arrears beginning October 15th, 2021 for the pro -rated rent accrued for the previous quarter. Rent shall be paid by the 15' of the month following the end of the previous quarter for all subsequent quarters. 8.2 Additional Rent to City. The additional rent due to the City in consideration of this Lease shall be ten percent (10%) of the gross revenue for each full calendar year in excess of one million five hundred thousand US dollars ($1,500,000), minus the cost of goods sold which includes merchandise, food and beverage, and lessons. Each year the $1,500,000 will increase by the change in CPI as measured from December in the prior year to December in the current year. In no event will the threshold decrease. A. The Additional Rent payment shall be annually, with the first payment, due within sixty (60) days after the end of the applicable calendar year during which gross revenues exceeded one million five hundred thousand US dollars (1,500,000). Lease Agreement Sun Willows Golf Course - 11 B. No additional rent shall be due in any partial year of the lease including the commencement year. 8.3 Interest on Unpaid Rent. Rent due pursuant to this Article which is not immediately paid when due shall bear interest from the date due until paid at the maximum rate an individual is permitted by law to charge. Notice of late payment is not required but may be provided by City to Lessee. 8.4 Late Charge. A late charge of 5% of the base lease rate installment will be assessed. Lessee acknowledges a late payment by Lessee to City of any rent payment required by this Article will cause City to incur costs not contemplated by this Lease, the exact amount of which costs is extremely difficult and impractical to fix. Such costs include, without limitation, legal fees, processing and accounting charges. Notice of late payment is not required but may be provided by City to Lessee. The parties agree that this late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment by Lessee. Other breaches and damages associated therewith may be addressed individually. Acceptance of any late charge shall not constitute a waiver of Lessee's default with respect to the overdue amount or prevent City from exercising any of the other rights and remedies available to City. ARTICLE 9 -INDEMNITY: INSURANCE 9.1 Indemnity. City shall not be liable for any loss, injury, death or damage to persons or property which at any time may be suffered or sustained by Lessee or by any person whomsoever may at any time be using or occupying or visiting the demised premises or be in, on or about the same, whether such loss, injury, death or damage shall be caused by or in any way result from or arise out of any act, omission or negligence of Lessee or of any occupant, subtenant, visitor or user of any portion of the premises, or shall result from or be caused by any other matter or thing whether of the same kind as or of a different kind than the matters or things above set forth, and Lessee shall indemnify City against all claims, liability, loss or damage whatsoever on account of any such loss, injury, death or damage. Lessee hereby waives all claims against City for damages to the building and improvements that are now on or hereafter placed or built on the premises and to the property of Lessee in, on or about the premises, and for injuries to persons or property in or about the premises, from any cause arising at any time. Lessee shall indemnify, hold harmless and assume defense of, in any actions at law or in equity, City, its officers, employees, agents and elected officials and appointive boards from all claims, losses, damages, including property damage, personal injury, including death, and liability of every kind, nature and description arising from or connected with the use of occupancy of leased premises by Lessee or performance of this Lease by Lessee or any person directly under the control of Lessee. Acceptance of insurance certificates or policy endorsements required under this lease does not relieve Lessee from liability under this Section 9.1. This Section 9.1 shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims of damages. 9.2 Insurance. During the term of this Lease, Lessee shall obtain and maintain in full Lease Agreement Sun Willows Golf Course - 12 force and effect as a cost of the operation the following insurance coverage: A. Workers' Compensation Insurance. Full workers' compensation insurance necessary in connection with the performance of this Lease to protect Lessee and its employees under the Workers' Compensation Act. Such insurance shall relieve City from all responsibility therefor. B. Liability Insurance. Broad form property damage, personal injury, automobile, employers and comprehensive form liability insurance with carriers acceptable to City in the amount of one million US dollars ($1,000,000) for injury to or death of any one person, and one million US dollars ($1,000,000) for injury to or death of any number of persons in one occurrence, and property damage liability insurance in the amount of one million US dollars ($1,000,000) insuring against all liability of Lessee and its authorized representatives arising out of and in connection with Lessee's use of occupancy of the leased premises; provided that (1) City, its officers, agents and employees shall be added as additional insureds to the policy, (2) the policy shall stipulate that this insurance shall operate as primary insurance, and (3) the policy shall stipulate that no other insurance affected by City or other named insureds will be called upon to cover a loss covered thereunder. All public liability insurance and property damage insurance shall insure performance by Lessee of the indemnity provisions of Section 9.1. Lessee shall file with the City Manager or his designee, within fifteen (15) days of the execution of this Lease, endorsements to its insurance policy that shall provide for the above requirements. Such insurance shall specifically insure Lessee against all liability assumed by it hereunder, as well as liability imposed by law, and shall insure both City and Lessee but shall be so endorsed as to create the same liability on the part of the insurer as though separate policies had been written for City and Lessee. C. Lessee's Fire and other loss Insurance. Lessee, as an operating expense, shall maintain and keep on all its personal property, Lessee's improvements, and alterations in, on or about the leased premises, including but not limited to, buildings and other improvements, a policy of standard fire and extended or other coverage insurance (including but not limited to fire, wind, and vandalism, with sprinkler damage, vandalism and malicious mischief endorsements, to the extent of one hundred percent (100%) of their full replacement value, without reduction for depreciation of Lessee's improvements or alterations if damages, with loss payable to City and Lessee as their interests may appear. Any loss adjustment shall require the written consent of both City and Lessee. In the event of an insured loss, Lessee agrees to use the insurance proceeds to replace and repair the insured loss to the extent required under this Lease. D. City's Fire and other loss Insurance. City, as an operating expense, shall maintain and keep on all its real property, improvements, and alterations in, on or about the leased premises, including but not limited to, buildings and other improvements, a policy of standard fire and extended or other coverage insurance (including but not limited to fire, wind, and vandalism, with sprinkler damage, vandalism and malicious mischief endorsements, to the extent of one hundred percent (100%) of their full replacement value, Lease Agreement Sun Willows Golf Course - 13 without reduction for depreciation of Lessee's improvements or alterations if damages, with loss payable to City and Lessee as their interests may appear. Any loss adjustment shall require the written consent of both City and Lessee. In the event of an insured loss, City agrees to use the insurance proceeds to replace and repair the insured loss to the extent required under this Lease. E. Certificate of Insurance. Lessee shall complete and file in the City Manager or his designee's office, within thirty (30) days of the execution of this Lease, and prior to engaging in any operation or activity set forth in this Lease, certificates of insurance which shall provide that no cancellation, major change in coverage or non -renewal by the insurance company will be made during the term of this Lease, without thirty (30) days' written notice to City prior to the effective date of such cancellation or change in coverage. F. City's Right to Pay Premiums on Behalf of Lessee. All insurance policies referred to in this section shall be written in form satisfactory to City and by insurance companies satisfactory to City. Lessee shall pay all of the premiums therefor and deliver such policies, or certificates thereof, to City, and in the event of the failure of Lessee, either to effect such insurance in the names herein called for or to pay the premiums therefor or to deliver such policies, or certificates thereof, to City, City shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefor, which premiums shall be repayable to City with the next installment of rental, and failure to repay the same shall carry with it the same consequence as failure to pay any installment of rental. Each insurer mentioned in this section shall agree, by endorsement on the policy or policies issued by it, or by independent instrument furnished to City, that it will give to City sixty (60) days' written notice before the policy or policies in question shall be altered or cancelled. City agrees that it will not unreasonably withhold its approval as to the form or to the insurance companies selected by Lessee. G. Definition of Full Replacement Value. The term "full replacement value" of improvements, as used herein, shall mean the actual replacement cost thereof from time to time less exclusions provided in the normal fire insurance policy. In the event either party believes that the full replacement value (that is to say, the then replacement cost less exclusions) has increased or decreased, it shall have the right, but, except as provided below, only at intervals of not less than two (2) years, to have such full replacement value redetermined by the fire insurance company which is then carrying the largest amount of fire insurance carried on the demised premises (hereinafter referred to as "impartial appraiser"). The party desiring to have the full replacement value so redetermined by such impartial appraiser shall forthwith on submission of such determination to such impartial appraiser give written notice thereof to the other party hereto. The determination of such impartial appraiser shall be final and binding on the parties hereto, and Lessee shall forthwith increase (or may decrease) the amount of the insurance carried pursuant to this section, to the amount so determined by the impartial appraiser. Such determination shall be binding for a period of two (2) years, and until superseded by agreement between the parties hereto or by a subsequent redetermination by an impartial appraiser. Lessee shall pay the fee, if any, of the impartial appraiser. If during any such two (2) year period Lessee Lease Agreement Sun Willows Golf Course - 14 shall have made improvements to the premises, City may have such full replacement value redetermined at any time after such improvements are made, regardless of when the full replacement value was last determined. H. Adjustment of Coverage. If City reasonably determines, based on inflation or based on insurance limits customarily maintained by owners and operators of similar property to the Course, that the limits of the personal injury or property damage public liability insurance then carried to be insufficient, City shall raise the limits for such insurance then to be carried and such insurance shall thereafter be carried with the limits thus raised. The expenses of such determination, if any, shall be borne by the Lessee. I. Blanket Insurance Policies. Notwithstanding anything to the contrary contained in this section, Lessee's obligations to carry the insurance provided for herein may be brought within the coverage of a so-called blanket policy or policies of insurance carried and maintained by Lessee; provided, however that the coverage afforded City will not be reduced or diminished or otherwise be different from that which would exist under a separate policy meeting all other requirements of this Lease by reason of the use of such blanket policy of insurance, and provided further that the requirements of the foregoing Paragraph E of this section are otherwise satisfied. I. Cost of Insurance Deemed Additional Rental. The cost of insurance required to be carried by Lessee in this section shall be deemed to be additional rental hereunder. ARTICLE 10 -PROHIBITION OF INVOLUNTARY ASSIGNMENT; EFFECT OF BANKRUPTCY OR INSOLVENCY 10.1 Prohibition of Involuntary Assignment. Neither this Lease nor the leasehold estate of Lessee nor any interest of Lessee hereunder in the demised premises or in the building or improvements thereon shall be subject to involuntary assignment, transfer or sale, or to assignment, transfer or sale by operation of law in any manner whatsoever (except through statutory merger or consolidation, or devise, or intestate succession) and any such attempt at involuntary assignment, transfer or sale shall be void and of no effect. 10.2 Effect of Bankrupts. Without limiting the generality of the provisions of the preceding Paragraph 10.1 of this section, Lessee agrees that in the event any proceedings under the Bankruptcy Code or any amendment thereto be commenced by or against Lessee, such event shall be deemed to constitute a breach of this Lease by Lessee and shall, at the election of City but not otherwise, without notice or entry or other action of City terminate this Lease and also all rights of Lessee under this Lease and in and to the demised premises and also all rights of any and all persons claiming under Lessee. ARTICLE 11 -ENCUMBRANCE OF CITY'S INTEREST, NON -DISTURBANCE AND ATTORNMENT 11.1 No Subordination of Fee Interest. Lessee shall not have the right, at any time during Lease Agreement Sun Willows Golf Course - 15 the term of this Lease to subject the fee interest of City in the demised premises, or any part or parts thereof, including all rights and easements appurtenant thereto, to anyone or more mortgages, liens, deeds of trust or other encumbrances of such fee interest. 11.2 Mortgap-es of Lessee's Interest. Lessee and every successor and assign of Lessee (including, but not limited to, any Lessee of Lessee, but only with City's prior consent) are hereby given the right by City in addition to any other rights herein granted, to mortgage their interests in this Lease, or any part or parts thereof, and assign the Lease, or any part or parts thereof, and any lease(s) as collateral security for such mortgagees), upon the conditions that (i) all rights acquired under such mortgagees) shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease and to all rights and interests of City herein, none of which covenants, conditions or restrictions is or shall be waived by City by reason of the right given so to mortgage such interest in this Lease, except as expressly provided herein and (ii) the proceeds of any such financing shall be used solely to pay costs and expenses related to the Course and improvements thereto. If Lessee and/or City's successors and assigns (including, but not limited to, any Lessee of Lessee, but only with City's prior consent) shall mortgage this leasehold, or any part or parts thereof, and if the holder(s) of such mortgagees) shall, within thirty (30) days of its execution, send to City a true copy thereof, together with written notice specifying the name and address of the mortgagee and the pertinent recording data with respect to such mortgagees), City agrees that, so long as any such leasehold mortgage(s) shall remain unsatisfied of record or until notice of satisfaction is given by the holder(s) to City, the following provisions shall apply: A. There shall be no cancellation, surrender or modification of this Lease by joint action of City and Lessee without the prior written consent in writing of the leasehold mortgagee(s). B. City shall, upon serving Lessee with any notice of default, simultaneously serve a copy of such notice upon the holder(s) of such leasehold mortgagee(s). The leasehold mortgagee(s) shall thereupon have the same period, after service of such notice upon it, to remedy or cause to be remedied the defaults complained of, and City shall accept such performance by or at the instigation of such leasehold mortgagee(s) as if the same had been performed by Lessee. C. Anything herein contained notwithstanding, while such leasehold mortgage(s) remains unsatisfied of record, or until written notice of satisfaction is given by the holder(s) to City, if any default shall occur which, pursuant to any provision of this Lease, entitles City to terminate this Lease, and if, before the expiration of ten (10) days from the date of service of notice of termination upon such leasehold mortgagee(s), such leasehold mortgagee(s) shall have notified City of its desire to nullify such notice and shall have paid to City all rent, additional rent and other payments herein provided for, and then in default, and shall have complied or shall commence the work of complying with all of the other requirements of this Lease, if any are then in default, and shall prosecute the same to completion with reasonable diligence, then in such event City shall not be entitled to terminate this Lease and any notice of termination theretofore given shall be void and of no effect. Lease Agreement Sun Willows Golf Course - 16 D. City agrees that the name of the leasehold mortgagee(s) may be added to the "Loss Payable Endorsement" of any and all insurance policies required to be carried by Lessee hereunder on condition that the insurance proceeds are to be applied in the manner specified in this Lease and that the leasehold mortgages, or collateral document shall so provide. E. City, Lessee and any leasehold mortgagee agree that in the event of a default under any leasehold mortgage, the transfer of the lease pursuant to any foreclosure under any leasehold Mortgage (or any transfer in lieu of foreclosure), the assignee or transferee of Lessee's right under the lease shall be subject to City's reasonable approval. Any such assignee must be experienced in the operation of courses (or employ a management company experienced in operating courses). If City does not approve any such proposed assignee which is experienced in operating golf courses (or in employing a management company experienced in operating golf courses) then the City shall operate the course or select the operator for the course, in which case City shall assume the indebtedness owed by Lessee to the leasehold mortgagee and/or shall pay such indebtedness in full. The fair market value of the Improvements will be determined through use of a mutually agreed upon appraiser and if no mutual agreement can be reached each party shall choose three appraisers and the appraiser shall be chosen randomly by lot. F. Lessee agrees that, in the event of termination of this Lease by reason of any Lessee default shall enable the City to enter into a new lease of the Demised Premises with the leasehold mortgagee(s) or its nominee(s), for the remainder of the term, effective as of the date of such termination, at the rent and upon the terms, provisions, covenants and agreements as herein contained and subject only to the same conditions of title as this lease is subject to on the date of the execution hereof, and to the rights, if any, of any parties then in possession of any part of the demised premises, provided: (i) Any new lease or transfer for such Mortgagee(s) or its nominee(s) is subject to City's prior written approval, which approval shall include the requirement that the mortgagee or its nominee (or its management company which will operate the Course) is experienced in operating courses and the mortgagee(s) or its nominee must have the financial ability to perform its obligations under the lease. (ii) Said mortgagee(s) or its nominee(s) shall make written request upon City for such new lease within fifteen (15) days after the date of such termination and such written request is accompanied by payment to City of (A) sums then due City under this Lease; and (B) a written, enforceable agreement by which leasehold mortgagee or its nominee agrees to be bound by the terms, provisions, and conditions hereof, in a form reasonably satisfactory to City. (iii) Said leasehold mortgagee(s) or its nominee(s) shall pay to City, at the time of the execution and delivery of said new lease, all sums which would, at Lease Agreement Sun Willows Golf Course - 17 the time of the execution and delivery thereof, be due pursuant to this lease but for such termination, and in addition thereto, any expenses, including reasonable attorneys' fees, to which City shall have been subjected by reason of such default. (iv) Said leasehold mortgagee(s) or its nominee(s) shall perform and observe all covenants herein contained to be performed on Lessee's part and shall further remedy any other conditions which Lessee under the terminated lease was obligated to perform under the terms of this lease. (v) Such new lease shall be expressly made subject to the rights, if any, of City under the terminated lease. (vi) Lessee under such new lease shall have the same right obligations related to the buildings and improvements on the demised premises as Lessee had under the terminated lease. G. The proceeds from any insurance policies arising from a condemnation are to be held by any leasehold mortgagee(s) and distributed pursuant to the provisions of this lease, but the leasehold mortgagee(s) may reserve its right to apply to the mortgage debt all, or any part, of Lessee's share of such proceeds pursuant to such mortgages. H. City shall, upon request, execute, acknowledge and deliver to each leasehold mortgagee an agreement prepared at the sale cost and expense of Lessee, in a form reasonably satisfactory to such leasehold mortgagee, between City, Lessee and leasehold mortgagee, agreeing to all of the provisions of this Section 11.2. The term "mortgage," whenever used herein, shall include whatever security instruments are used in the locale of the demised premises, such as, without limitation, deeds of trust, security deeds and conditional deeds, as well as financing statements, security agreements and other documentation required pursuant to the Uniform Commercial Code. The term "mortgage," whenever used herein, shall also include any instruments required in connection with a sale -leaseback transaction. 11.3 Estoppel Certificate. At any time and from time to time, but not less than twenty (20) days subsequent to the receipt of a written request by either of them from the other, City and Lessee agree to execute, acknowledge and deliver to the requesting party a statement in writing certifying (i) that this lease is unmodified and is in full force and effect (or if there have been such modifications, that the same is in full force and effect as modified, and stating the modification); (ii) the date to which the rent and other charges have been paid; and (iii) that no notice has been received of any default which has not been cured and, to the best of its knowledge and belief, no default exists (or, if there has been notice or a default exists, a description of same). It is intended that any such statement delivered pursuant to this section may be relied upon by any prospective fee purchaser, any mortgagee or assignee of any mortgage upon the fee or leasehold interest in the demised premises, or any assignee of Lessee if such assignment is approved by City consistent with this lease agreement. Lease Agreement Sun Willows Golf Course - 18 ARTICLE 12 -SUBLETTING AND ASSIGNMENT No part of the premises may be assigned, mortgaged, leased, nor may any right of use of any portion of the premises be conferred on any third person by any other means, without the City's prior written consent. This provision shall apply to all transfers by operation of law. If Lessee is a corporation, Limited Liability Company or partnership, this provision shall apply to any transfer of a majority interest in Lessee's stock or ownership interest. No consent in one instance shall prevent the provision from applying to a subsequent instance. City shall consent to a transaction covered by this provision when withholding such consent would be unreasonable in the circumstances. In determining whether to consent to assignment, City may consider the financial ability of assignee, business experience of assignee, and any other factors it deems relevant. Lessee may not sublet the premises in whole or in part without City's prior written consent except for vendor leases negotiated in the ordinary practice of course operations. The making of any such lease shall not release Lessee from, or otherwise affect in any manner, any of Lessee's obligations hereunder. Lessee may allow independent private service companies to enter and conduct business on the premises for the benefit of the Lessee's customers on an as -needed basis without a formal lease or license agreement, provided that the service is occasional and incidental to the Lessee's operation and that any compensation paid to Lessee is included in gross receipts. Lessee may assign this lease to any entity in which Lessee is an owner and a manager. Any other assignment or transfer of this lease, or any interest herein, shall require City's prior written consent, and consent to an assignment shall not be deemed to be consent to any subsequent assignment. Any such assignment without such consent shall be void and shall, at the option of City, terminate this lease. Neither this lease nor the leasehold estate of Lessee nor any interest of Lessee hereunder in the demised premises or any buildings or improvements thereon shall be subject to involuntary assignment, transfer or sale, or to assignment, transfer or sale by operation of law in any manner whatsoever, and any such attempted involuntary assignment, transfer or sale shall be void and of no effect and shall, at the option of City, terminate this lease. ARTICLE 13 -TAXES AND ASSESSMENTS 13.1 Taxes as Additional Rental. As additional rental hereunder, Lessee shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises or imposts, whether general or special, or ordinary or extraordinary, of every name, nature and kind whatsoever, including all governmental charges of whatsoever name, nature or kind, which may be levied, assessed, charged or imposed, or which may become a lien or charge on or against the land hereby demised, or any part thereof, the leasehold or Lessee herein, the premises described herein, any building or buildings, or any other improvements now or hereafter thereon, or on or against Lessee's estate hereby created which may be a subject of taxation, or on or against City by reason of its leasehold of the fee underlying this lease, during the entire term hereof. Lessee shall pay as due all taxes on its personal property located on the premises and all statutory leasehold excise taxes. Lease Agreement Sun Willows Golf Course - 19 13.2 Assessments Affecting Improvements. Specifically, and without in any way limiting the generality of the foregoing, Lessee shall pay all special assessments and levies or charges made by any municipal or political subdivision for local improvements, and shall pay the same in cash as they shall fall due and before they shall become delinquent and as required by the act and proceedings under which any such assessments or levies or charges are made by any municipal or political subdivision. If the right is given to pay either in one sum or in installments, Lessee may elect either mode of payment and its election shall be binding on City. If, by making any such election to pay in installments, any of such installments shall be payable after the termination of this lease or any extended term thereof, such unpaid installments shall be prorated as of the date of termination, and amounts payable after such date shall be paid by City. All taxes and charges under this Section shall be prorated at the commencement and expiration of the term hereof. 13.3 Contesting Taxes. If Lessee shall in good faith desire to contest the validity or amount of any tax, assessment, levy or other governmental charge herein agreed to be paid by Lessee, Lessee shall be permitted to do so, and to defer payment of such tax charge, the validity or amount of which Lessee is so contesting, until final determination of the contest, on giving to City written notice thereof prior to the commencement of any such contest, which shall be at least sixty (60) days prior to delinquency, and on protecting City on demand by a good and sufficient surety bond against any such tax, levy, assessment, rate or governmental charge, and from any costs, liability or damage arising out of any such contest. 13.4 Disposition of Rebates. All rebates on account of any such taxes, rates, levies, charges or assessments required to be paid and paid by Lessee under the provisions hereof shall belong to Lessee, and City will, on the request of Lessee, execute any receipts, assignments or other acquittance that may be received by City. 13.5 Receipts. Lessee shall obtain and deliver receipts or duplicate receipts for all taxes, assessments and other items required hereunder to be paid by Lessee, promptly on payment thereof to the City's authorized representative at the address listed below in section 18.9. ARTICLE 14-LIENS 14.1 Lessee's Duty to Keep.Premises Free of Liens. Lessee shall keep the premises and every part thereof and all buildings and other improvements at any time located thereon, other than mortgages or liens on Lessee's interest, which are authorized under Article 11 of this lease, free and clear of any and all mechanics', materialmen's and other liens for or arising out of or in connection with work or labor done, services performed or materials or appliances used or furnished for or in connection with any operations of Lessee, any alteration, improvement or repairs or additions which Lessee may make or permit or cause to be made, or any work or construction, by, for or permitted by Lessee on or about the premises, or any obligations of any kind incurred by Lessee, and at all times promptly and fully to pay and discharge any and all claims on which any such lien may or could be based, and to indemnify City and all of the premises and all buildings and improvements thereon against all such liens and claims of liens and suits or other proceedings pertaining thereto. Lease Agreement Sun Willows Golf Course - 20 14.2 Contesting Liens. If Lessee desires to contest any such lien, it shall notify City of its intention to do so within ten (10) days after the filing of such lien. In such case, and provided by Lessee shall on demand protect City by a good and sufficient surety bond against any such lien and any cost, liability or damage arising out of such contest, Lessee shall not be in default hereunder until ten (10) days after the final determination of the validity thereof, within which time Lessee shall satisfy and discharge such lien to the extent held valid; but the satisfaction and discharge of any such lien shall not, in any case, be delayed until execution is had on any judgment rendered thereon, and such delay shall be a default of Lessee hereunder. In the event of any such contest, Lessee shall protect and indemnify City against all loss, expense and damage resulting therefrom. ARTICLE 15 - DEFAULT 15.1 Except as to the provisions of Articles 8 and 12 hereof, Lessee shall not be deemed to be in default hereunder unless City shall first give to Lessee thirty (30) days' written notice of such default, and Lessee fails to cure such default within that thirty (30) day period. Lessee shall be deemed to be in default upon failure to pay any rent or other charge within thirty (30) days after it is due. Lessee's Default. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Lessee: A. Lessee's abandonment or vacation of the premises; or B. Lessee's failure to pay any rent or charges required to be paid by Lessee under this Lease where such failure continues for thirty (30) days after such sum is past due; or C. Lessee's failure to, promptly and fully keep and perform, or a violation by Lessee of, any of the covenants, conditions or agreements contained in this lease where such failure continues for thirty (30) days after written notice from City to Lessee; or D. The levy of a writ of attachment or execution on this lease or on any of Lessee's property located on the premises which is not released or terminated within thirty (30) days; or E. The making by Lessee of a general assignment for the benefit of creditors, or of an arrangement, composition, extension or adjustment with its creditors; or F. The filing by or against Lessee of a petition for relief or other proceeding under the federal bankruptcy laws or state or other insolvency laws; or G. The failure of Lessee to pay any other sum of money due hereunder within thirty (30) days after notice from City that the same is past due. H. Lessee's failure to construct and maintain facilities as required herein where Lease Agreement Sun Willows Golf Course - 21 such failure continues for thirty (30) days after written notice from City to Lessee. I. Lessee's failure to make any payments or maintain or provide records as required herein where such failure continues for thirty (30) days after written notice from City to Lessee. J. Lessee's failure to perform any material provision of this agreement where such failure continues for thirty (30) days after written notice from City to Lessee. 15.2 In the event of Lessee's default under this lease, City, in addition to the other rights or remedies it may have, shall have the immediate right of re-entry and may remove all persons and property from the premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Lessee. Should City elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, City may either terminate this Lease or it may from time to time, without terminating this Lease, re -let the demised premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this Lease) and at such rental or rentals and on such other terms and conditions as City in the sole discretion of City may deem advisable with the right to make alterations and repairs to the demised premises. On each such re -letting (a) Lessee shall be immediately liable to pay to City, in addition to any indebtedness other than rent due hereunder, the expenses of such re -letting and of such alterations and repairs, incurred by City, and the amount, if any, by which the rent reserved in this Lease for the period of such re -letting (up to but not beyond the term of this Lease) exceeds the amount agreed to be paid as rent for the demised premises for such period on such re -letting; or (b) at the option of City, rents received by such City from such re -letting shall be applied first, to the payment of any indebtedness, other than rent due hereunder from Lessee to City; second, to the payment of any expenses of such re -letting and of such alterations and repairs; third, to the payment of rent due and unpaid hereunder, and the residue, if any, shall be held by City and applied in payment of future rent as the same may become due and payable hereunder. If Lessee has been credited with any rent to be received by such re - Letting under option (a) hereof, an such rent shall not be promptly paid to City by the new tenant, or if such rentals received from such re -letting under option (b) hereof during any month is less than that to be paid during that month by Lessee hereunder, Lessee shall pay any such deficiency to City. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the demised premises by City shall be construed as an election on the part of City to terminate this Lease unless a written notice of such intention is given to Lessee or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding any such re - letting without termination, City may at any time thereafter elect to terminate this Lease. Should City at any time terminate this Lease for any breach, in addition to any other remedy it may have, City may recover from Lessee all damages incurred by reason of such breach, including the cost of recovering the premises, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this lease for the remainder of the stated term over the then reasonable rental value of the premises for the remainder of the stated term, all of which amounts shall be immediately due and payable from Lessee to City. 15.3 City's Right to Perform. In the event that Lessee by failing or neglecting to do or Lease Agreement Sun Willows Golf Course - 22 perform any act or thing herein provided by it to be done or performed, shall be in default hereunder and such failure shall continue for a period of thirty (30) days after written notice from City specifying the nature of the act or things to be done or performed, then City may, but shall not be required to, do or perform or cause to be done or performed such act or thing (entering on the demised premises for such purposes, if City shall so elect), and City shall not be or be held liable or in any way responsible for any loss, inconvenience, annoyance or damage resulting to Lessee on account thereof, and Lessee shall repay to City on demand the entire expense thereof, including compensation to the agents and employees of City. Any act or thing done by City pursuant to the provision of this section shall not be or be construed as a waiver of any such default by Lessee, or as a waiver of any covenant, term or condition herein contained or the performance thereof, or of any other right or remedy of City, hereunder or otherwise. All amounts payable by Lessee to City under any of the provisions of this Lease, if not paid when the same become due as is in this Lease provided, shall bear interest from the date they become due until paid at the rate of eight percent (8%) per annum, compounded annually. ARTICLE 16 -REMEDIES 16.1 Remedies. In the event of Lessee's default hereunder, and in addition to any other rights or remedies City may have under this Lease or under law, City may elect: A. To immediately terminate this lease and Lessee's right to possession of the premises by giving written notice to Lessee and (I) to recover from Lessee an award of damages equal to the sum of the unpaid rental which had been earned at the time of termination, (2) to recover any other amount necessary to compensate City for all the detriment either proximately caused by Lessee's failure to perform Lessee's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, and (3) to recover all such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law; or B. To have this lease continue in effect for so long as City does not terminate this Lease and Lessee's right to possession of the premises, in which event City shall have the right to enforce all of the rights and remedies provided by this Lease and by law including the right to recover the rental and other charges payable by Lessee under this Lease as they become due; or C. To have a receiver appointed to collect rent and conduct Lessee's business. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by City to terminate this Lease; or D. To exercise any or all of the remedies set forth in this Lease. 16.2 Right of Entry and Expenses of Lessee's Default. If Lessee shall default in the performance of any obligation on Lessee's part to be performed under this lease, City may, following reasonable notice to Lessee, enter the premises and perform the same for Lessee's account with City personnel and equipment or with the services of a private contractor. If City at Lease Agreement Sun Willows Golf Course - 23 any time is compelled or elects to pay or incur any cost or expense (including, but not limited to, reasonable attorneys' fees) by reason of Lessee's default, Lessee shall, upon demand, pay to City as additional rental the amount of such costs and expenses, together with interest at the maximum rate set forth in this lease from and after the date paid or incurred. 16.3 Partial Payment: Allocation of Payments. No Lessee payment or receipt by City of a lesser amount than the rent and charges provided for in this lease shall be deemed to be other than on account of the earliest due rent or charges. No endorsement or statement on any check or letter accompanying any check or payment shall be an accord and satisfaction, and City may accept any such check of payment without prejudice to City's right to recover the balance of the rent and charges due hereunder or pursue any other remedy provided in the lease or by law. City shall have the absolute right in its sole discretion to apply any Lessee payment received to any other Lessee account or payment obligations then delinquent. 16.4 City's Default. In the event City fails to perform any covenant, condition or agreement contained in this Lease within thirty (30) days after Lessee's written notice specifying such default or, where City's default cannot reasonably be cured within thirty (30) days and City fails to commence to cure within that period, then City shall be liable to Lessee for any damages sustained by Lessee resulting from City's breach. Lessee shall not have the right to terminate this lease or to withhold, reduce or offset any amount against any payments of rents or charges due and payable under this Lease, except as may be specifically provided herein. Lessee shall not have, and hereby waives, any claim against City for money damages arising by reason of any refusal, withholding or delay by City in giving any consent, approval or statement of satisfaction. City will not unreasonably withhold any such consent, approval or statement of satisfaction. Lessee's only remedies for any such refusal, withholding or delay shall be an action for specific performance, injunction or declaratory judgment. ARTICLE 17 - EFFECT OF EMINENT DOMAIN 17.1 Effect of Total Condemnation. In the event the entire demised premises shall be appropriated or taken under the power of eminent domain by any public or quasi -public authority, this lease shall terminate and expire as of the date of such taking, and Lessee shall thereupon be released from any liability thereafter accruing hereunder and Lessee shall receive all condemnation awards applicable to the improvements constructed and paid for by Lessee on the demised premises as set forth in subparagraph C below. 17.2 Effect of Partial Condemnation. In the event a portion of the demised premises shall be so appropriated or taken and the remainder of the property shall not be suitable for the use then being made of the property by Lessee, or if the remainder of the property is not one undivided parcel of property, Lessee shall have the right to terminate this Lease as of the date of such taking on giving to City written notice of such termination within thirty (30) days after City has notified Lessee in writing that the property has been so appropriated or taken and Lessee shall receive all condemnation awards applicable to the improvements constructed and paid for by Lessee on the demised premises as set forth in subparagraph C below. Lease Agreement Sun Willows Golf Course - 24 In the event of such partial taking and Lessee does not so terminate this lease, then this lease shall continue in full force and effect as to the part not taken, and the rental to be paid by Lessee during the remainder of the term, shall be determined in the manner hereinabove provided for in such rental adjustment provisions, and any such determination shall not affect or change the times at which City may require an adjustment in rent under such provisions, provided, however, that the words "which in no event shall be less than the rental then being paid by Lessee" appearing in such rental adjustment provisions shall not apply with respect to such determination, but shall apply with respect to any subsequent adjustment under such rental provisions. 17.3 Condemnation Award. In the event of the termination of this lease by reason of the total or partial taking of the premises by eminent domain, then in any such condemnation proceedings City and Lessee shall be free to make claim against the condemning or taking authority for the amount of any damage done to them, respectively, as a result thereof. In the event of a partial taking of the premises and this lease is not terminated, then Lessee shall have the right to make claim against the condemning or taking authority for only the un- amortized cost of the improvements placed on the demised premises by Lessee and located thereon at the time of the taking or appropriation, which improvements shall be deemed to have been amortized in equal annual amounts over the period commencing with the date of completion of such improvements at an assumed interest sale equal to twelve percent (12%) per year. ARTICLE 18 -MISCELLANEOUS PROVISIONS 18.1 Waiver. Any City waiver of, or failure to take action with respect to any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any other term, covenant, or condition therein contained. City's subsequent acceptance of rent hereunder shall not be deemed to be a waiver of any preceding Lessee breach of any term, covenant, or condition of this lease, other than the Lessee's failure to pay the particular rental so accepted, regardless of City's knowledge of such preceding breach at the time of acceptance of such rent. No covenant, term or condition of this Lease shall be deemed to have been waived by City, unless such waiver be in writing by City. 18.2 Transfer of Security. If any security Lessee provides to secure the faithful performance of all or any of the covenants of this lease on Lessee's behalf, City may transfer or deliver the security, as such, to the purchaser of the reversion, in the event that the reversion be sold, and thereupon City shall be discharged from any further liability in reference thereto. 18.3 Independent Contractor. It is understood by and between the parties hereto that Lessee, in the performance of this Lease, shall act as, and be, an independent contractor and not an agent or employee of City. The parties agree and acknowledge neither have any intention to create a joint venture or partnership relation between Lessor and Lessee and the same is hereby expressly disclaimed by both. 18.4 Timely Implementation. The parties hereto agree to immediately and diligently proceed with their respective duties as set forth herein to the end that the course will be managed Lease Agreement Sun Willows Golf Course - 25 and operated in a satisfactory manner. 18.5 Factors Beyond Lessee's Control. Lessee is not responsible for damages and will not be in default or deemed to be in default by reason of strikes, lockouts, accidents or acts of God, or City failure to furnish timely information or to approve or disapprove Lessee's work promptly, or delay or faulty performance of City, other contractors or governmental agencies, or any other delays beyond Lessee's reasonable control. 18.6 Surrender. Upon expiration of the term hereof, or earlier termination or cancellation as herein provided, Lessee shall peaceably vacate the premises and any and all improvements located herein and deliver up the same to City in a reasonably good condition, ordinary wear and tear excepted, subject to the other provisions of this lease. Lessee shall pay the rent and all other sums required to be paid by Lessee hereunder in the amounts, at the times, and in the manner herein provided, and shall keep and perform all the terms and conditions hereof on its part to be kept and performed. In the event of the non-performance by Lessee of any of the covenants of Lessee undertaken herein, this lease may be terminated as herein provided. The voluntary or other surrender of this lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all or any existing leases or subtenancies (unless otherwise agreed by the City in writing), or may, at the option of City, operate as an assignment to it of any or all such leases or subtenancies. 18.7 Administration. The City Manager or his designee shall be responsible for the administration of this lease on behalf of City and shall be assisted therein by those officers and employees of City having duties in connection with the administration thereto. 18.8 Attorneys' Fees. If any action at law or in equity shall be brought to recover any rent under this lease, or for or on account of any breach of, or to enforce or interpret any of the covenants, terms, or conditions of this Lease, or for the recovery of the possession of the demised premises, the parties shall be responsible for their own costs and attorneys' fees and shall not be allowed to recover same from the other party. 18.9 Notices. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, certified mail. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party shall be addressed to the party for whom intended as follows: THE CITY OF PASCO: Mr. Zach Ratkai, Director Administrative & Community Services City of Pasco 525 North 3rd Pasco WA 99301 ratkaiz@pasco-wa.gov Lease Agreement Sun Willows Golf Course - 26 LESSEE: Michael Sharp, Managing Member/President Sun Willows Pasco Golf, LLC 5341 Old Redwood Highway, Suite 202 Petaluma, CA 94954-1173 Either party may change its address by notifying the other party of the change of address. Notice shall be effective when received. Notice shall be deemed received within seventy-two (72) hours from the time of mailing if mailed as provided in this section. 18.10 Exhibits. All exhibits referred to, whether or not they are attached to this Lease, are incorporated herein by reference. 18.11 Number and Gender. Whenever the singular is used in this lease and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word "person" shall include corporation, firm or association. 18.12 Tables of Contents and Captions. The table of contents and captions of this lease are not a part of this lease and shall have no effect upon the construction or interpretation of any part of this lease. 18.13 Covenants and Conditions. Each term and each provision, including, without limitation, the obligation for the payment of rental to be performed by Lessee or City as the case may be, shall be construed to be both a covenant and a condition of this lease. 18.14 Bindin . Except as otherwise provided herein, each of the terms, covenants, and conditions of this lease shall extend to and be binding on and shall inure to the benefit of not only City and Lessee but to each of their respective heirs, administrators, executors, successors and assigns. Whenever in this lease reference is made to either City or Lessee, the reference shall be deemed to include, wherever applicable, the heirs, administrators, executors, successors and assigns of such parties, the same as if in every case expressed, and all of the parties hereto shall be jointly and severally liable hereunder. 18.15 Inte retation. This lease shall be construed and interpreted in accordance with the laws of the State of Washington. The language in all parts of this lease shall be in all cases construed simply according to its fair meaning, and not strictly for or against City. 18.16 Entire Agreement. This lease, and any exhibits or addenda attached hereto and forming a part hereof, including the REP and the proposal by Lessee, set forth all the covenants, agreements and conditions between City and Lessee concerning the premises, the building and other improvements, and there are no covenants, agreements or conditions either oral or written between them other than as are herein set forth. Except as herein otherwise provided, no Lease Agreement Sun Willows Golf Course - 27 subsequent alteration, amendment, change or addition to this lease shall be binding upon City or Lessee unless reduced to writing and signed by the parry to be charged with their performance. 18.17 Time of the Essence. Time is of the essence of this lease, and of each and every covenant, term, condition, and provision hereof. 18.18 Section Captions. The captions appearing under the section number designations of this lease are for convenience only and are not a part of this lease and do not in any way limit or amplify the terms and provisions of this lease. ARTICLE 19 - LIST OF EXHIBITS Exhibit A — Description of Premises Obligations Exhibit A-2 — Personal Property Inventory (to be included within 90 days) Exhibit B — Maintenance Standards Lease Agreement Sun Willows Golf Course - 28 ARTICLE 20 -MEMORANDUM OF LEASE The City and Lessee agree to execute and record a memorandum of this lease in the Register's Office of Franklin County, Washington evidencing the terms of this lease, which memorandum of lease shall include, without limitation, a description of the term of the lease and any renewal of extension options set forth herein. IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first above written. CITY OF PASCO, WASHINGTON By: Dave Zabel , i anager Approved as�;Yorm: ergo on , City Attorney STATE OF WASHINGTON) ss County of Franklin SUN WILLOWS PASCO GOLF, LLC By: MipKael Sh a i mber On this day personally appeared before me DAVE ZABELL, City Manager for the City of Pasco, Washington, described in and who executed the within and foregoing instrument, and acknowledged that he signed as his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN under my hand and official this 2 � day of ST t tAZ , 2021. APRIL CULWELL NOTARY PUBLIC #208573 STATE OF WASHINGTON COMMISSION EXPIRES JULY 19, 2023 Lease Agreement Sun Willows Golf Course - 29 104 Print Name: A'R I L_ Cm LWt� L— Notary Public in and for the State of Washington Residing at: pG- S C,0 My Commission Expires: J L-Y I _`I 'Z3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL •D `r0-, = mt :.^-'-..iM. w i+.a.+9ic€ .:3`s`...: :'.3=s 5i}cl'm:•.`sr. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 1 County of Sonoma J} on September 14 2021 before me, Cathy Simondi, Notary Public Date Here Insert Name and Title of the Officer personally appeared MichaelShar*****'*�`�"��`*'�******************** Names) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. •. CATHY SiMpNot Notary Mubtic - California s Sonoma County Commission # 2236535 My Comm. Expires Apr 2t, 2022 Place Notary Seal and/or Stamp Above Lease Agreement Sun Willows Golf Course - 30 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and o cial seal. Signature Signcit4e of Notary Public EXHIBIT A Property Description Parcel No. 113300106 Address: 1825 Sun Willows Blvd Pasco, WA 99301 West 1207.54' OF NE4th 19-9-30 LY N OF NLY R/W OF HWY & NW4 19-9-30 EXC PTN LY WITHIN RS4498653, EXC SUN WILLOWS DIV 2 THRU 6 AND EXC PTN DEEDED IN DOC #396531(RED LION) Lease Agreement Sun Willows Golf Course - 31 Exhibit A-2 — Personal Property To be provided within Ninety (90) Days of Commencement of this Lease. Lease Agreement Sun Willows Golf Course - 32 Exhibit B Maintenance Standards Golf Course: Sun Willows Golf Course Date: 8/1/2021 Peak Season I Shoulder Season Peak Season Shoulder Season Species/Variety bent / poa bent / poa Species/Variety bent/poa/rye bent/poa/rye HOC .90-.110 0.125 HOC .5" .5" Target Speed 9 -10 44449.000 Mowing Freq. 2-3x/week as needed Mowing Freq. 6x/week as needed Mower Type triplex triplex Clean up cut Freq. every other day as needed Verticut Freq. n/a n/a Mower Type triplex triplex Topdress Freq. 1-2x/season n/a Verticut Freq. 2-4times/month as needed Aerification Freq. 1-2x/season n/a Topdress Freq. 3 - 4 times/month as needed Divot Repair Freq. n/a as needed Aerification Freq. 2x/season n/a Accessory Rotation Freq. as needed no Tine size & spacing 1/4"-5/8"; 1"xl" n/a Logo-ed Accessories no no Ball Mark Repair Freq. before mowing as needed Access. Repl. Sched. as needed n/a Logo-ed Flags yes yes Time to Repair Damage immediately as needed Pin Placement Rotation 4x/week as needed Overseeding Rate 3#/m n/a Time to Repair Damage immediately as needed Preventive Fungicides annually as needed Access. Repl. Sched. 2x/yr as needed Insect Control as needed n/a Pinspotter/Pin Sheets no no Weed Control 2x/season n/a Overseeding Rate 1#/m n/a Yardage plate edging freq ix/month n/a Prev. Fungicide Apps as needed as needed Insect Control as needed n/a Peak Season Shoulder Season Weed Control hand weed as needed Raking Freq. 2-4x/week Ix/month Sand depth slopes 2" 2" �IN TIMENNEF Peak Season Shoulder Season Sand depth bottom 3" - 4" 3" - 4" Species blue/rye/poa blue/rye/poa Sand Type & Source bb207/unipar bb207/unipar HOC .5" .5" Time to dry after Irrig. n/a n/a Mowing Freq. 2-3x/week as needed Raking Method mechanical mechanical Mower Type reel mower reel mower Hand Rakes (avg/bunker) 2 2 Lely Dethatching Freq. n/a n/a Edging Freq. 2x/year n/a Topdress Freq. n/a n/a Mechanical weedeater n/a Aerification Freq. 1-2x/season n/a Chemical n/a n/a Divot Repair Freq. n/a n/a Time to Repair Damage immediately as needed Yardage Markers ix/month as needed Time to Pump n/a n/a Irrig. Head Yardage n/a n/a Irrig. Head Trim Freq. ix/year n/a Peak Season Shoulder Season Time to Repair Damage immediately as needed Edging Freq. Ix/year n/a Overseeding Rate n/a n/a Sweep/Blow Freq. as needed as needed Preventive Fungicides n/a n/a Traffic Control (TC) type traffic stakes traffic stakes Insect Control as needed n/a TC Rotation schedule as needed as needed Weed Control as needed n/a Page 1 Lease Agreement Sun Willows Golf Course - 33 Exhibit B Maintenance Standards Golf Course: Date: Sun Willows Golf Course 8/1/2021 ' • Peak Season Shoulder Season • • • • • Peak Season Shoulder Season Species blue/rye/poa blue/rye/poa Portables - 2 Portable - 3 HOC 1.5" 1.5" Cleaning Freq. 2x/week ix/week Mowing Freq. 1-2x/week as needed I Peak Season Shoulder Season Mower Type rotary rotary Ponds - 4 Ponds - 4 Trimming Freq. 2x/month as needed Hazard Stakes weekly as needed Trimming Type weedeater weedeater Trim Mow Freq. bi weekly n/a Verticut Freq. n/a n/a %Aquatic Weed Allow. 30% n/a Aerification Freq. as needed n/a Peak Season IShoulderSeason Yardage Markers n/a n/a Species blue/rye blue/rye Irrig. Head Yardage n/a n/a HOC .5" .5" Time to Repair Damage immediately as needed Mowing Freq. 2x/week as needed Overseeding Rate n/a n/a Mower Type reel mower reel mower Preventive Fungicides n/a n/a Trimming Freq. ix/week n/a Insect Control as needed n/a Verticut Freq. n/a n/a Weed Control as needed n/a Topdress Freq. 2x/season n/a Aerification Freq. 1-2x/season n/a • • Peak Season Shoulder Season Divot Repair Freq. n/a n/a Turf Mowing Freq. Ix/week as needed Yardage Markers n/a n/a HOC 1.5" 1.5" Time to Repair Damage immediately as needed Mower Type rotary rotary Overseeding Rate 3#/m n/a Trimming Freq. when mowed as needed Preventive Fungicides n/a as needed Trimming Type weedeater weedeater Insect Control n/a n/a Overseeding Rate n/a n/a Weed Control 2x/season n/a Preventive Fungicides n/a n/a Turf/Mat Rotation Freq. 2-3x/week 2x/week Insect Control n/a n/a Weed Control 2x/season n/a Peak Season Shoulder Season Edging Freq. when mowed n/a Species n/a n/a Sweep/Blow Freq. when mowed as needed Chem Weed Control n/a n/a Time to Repair Holes immediately as needed Hand Weed Control n/a n/a Time to Repair Drainage immediately as needed Trimming Freq. n/a n/a Color Change Out Freq. n/a n/a Trimming Type n/a n/a Page 2 Lease Agreement Sun Willows Golf Course - 34