Kemper Sports Management, Inc. Golfcourse Management Agreement Lakeview Golf Course Item#22.
LAKEVIEW GOLF COURSE MANAGEMENT AGREEMENT
THIS LAKEVIEW GOLF COURSE MANAGEMENT AGREEMENT ("Agreement") is
made and entered into as of October 27, 2020 ("Effective Date"), by and between the City of
Meridian, a municipal corporation organized under the laws of the State of Idaho ("Lessee") and
Kemper Sports Management, Inc., an Illinois corporation ("KSM").
WITNESSETH:
WHEREAS, Lessee leases, from the Western Ada Recreation District, the golf course,
clubhouse, pro shop, restaurant, bar, and related facilities located in Meridian, Idaho known as
"Lakeview Golf Club" (the "Club"); and
WHEREAS, Lessee and KSM desire for KSM to operate and manage all Club amenities,
including day-to-day operations, sales and marketing, golf course maintenance, food & beverage,
membership sales, payroll and benefit administrations, insurance, financial reporting and
accounting, and other related activities, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants, promises and
agreements herein contained, the Parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
I.I. Definitions. All capitalized terms referenced or used in this Agreement and not
specifically defined herein shall have the meanings set forth on Exhibit A attached hereto.
ARTICLE 2
APPOINTMENT AND TERM
2.1. Appointment. Lessee hereby retains, engages and appoints KSM to perform the
Management Services during the Term, as more fully described herein, and KSM hereby accepts
said appointment upon and subject to the terms hereof.
2.2. Term. This Agreement shall be effective as of the Effective Date, but the initial term
(the"Initial Term")for performance of the Management Services under this Agreement shall begin
on November 6, 2020 (the "Commencement Date") and unless sooner terminated as provided in
Article 9 below, shall terminate on March 31, 2021 (the "Termination Date"),provided, however,
the Initial Term shall automatically renew on a month to month basis unless either party provides
no less than thirty (30) days prior written notice to the other of its desire to not renew.
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ARTICLE 3
MANAGEMENT SERVICES
3.1. Management of the Club and Property. During the Term, KSM shall perform the
management services described in this Article 3 in order to supervise, manage, direct and operate
the Club and the Property on behalf of and for the account of Lessee (collectively, the
"Management Services"), subject to the terms of this Agreement and consistent with the Operating
Budget approved by Lessee. Lessee hereby delegates to KSM, subject to the (i) Budgets, (ii)
Lessee's approval rights specifically described in this Agreement (the "Approval Rights"), (iii)
Operating Budget, and(iv) other terms and conditions set forth herein,the discretion and authority
to determine operating policies and procedures, standards of operation, house rules, standards of
service and maintenance, pricing, and other policies, rules, and regulations affecting the Club or
the Property or the operation thereof, to implement all of the foregoing, and to perform any act on
behalf of Lessee deemed by KSM to be necessary or desirable for the operation and maintenance
of the Club and the Property.
3.2. Use of the Property. Lessee hereby grants to KSM the right to use and occupy the
Property during the Term for the purposes set forth herein. KSM shall, upon the expiration or
prior termination of the Term, vacate and surrender the Club and Property to Lessee.
3.3. Scope of Services. Subject to the Budgets, the Approval Rights, and terms and
conditions set forth herein, KSM shall use commercially reasonable efforts to perform those acts
that are necessary in the opinion of KSM to operate and manage the Club, on behalf of and for the
account, and at the sole cost and expense of, Lessee, in accordance with the standards of quality
expected at comparable golf courses in the vicinity of the Club. In connection with the foregoing,
KSM shall perform the following acts and services: (i) manage and supervise all day-to-day
operations of the Club, including tee time reservations, collecting green and cart fees, clubhouse
operations, outside services, course maintenance, managing tournaments and events, food &
beverage, payroll and benefits administration, accounting and financial reporting, etc.; (ii) hire,
train, and supervise all employees required to carry out KSM's responsibilities; (iii) manage
payment of all Club Operating Expenses; (iv) acquire on behalf of the Club all goods and services
necessary to carry out KSM's responsibilities; and (v) market the Club to achieve targeted
objectives.
3.4. Bum. KSM shall prepare all budgets, as hereinafter set forth (collectively, the
"Budgets"), with the advice and counsel of Lessee, based on what KSM believes to be reasonable
assumptions and projections, and shall deliver such budget to Lessee for Lessee's review and
written approval. All Budgets shall be presented in reasonable detail. KSM shall not be deemed
to have made any guarantee or warranty in connection with the results of operations or
performance set forth in the Budgets and the Parties acknowledge that the Budgets are based solely
upon KSM's judgment and the facts and circumstances known by KSM at the time of preparation.
3.4.1 Operating Budget. Within forty-five (45) days after the Commencement
Date, KSM shall submit to Lessee, for Lessee's review and written approval, an Operating Budget
setting forth the forecasted revenues and expenses associated with the operations of the Club for
the current Fiscal Year ("Operating Budget"). If by no later than February 15, 2021, Lessee and
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KSM have mutually agreed upon an extension of the Initial Term at least through Lessee's 2022
fiscal year,then in such event,by April 15,2021, KSM shall submit to Lessee, for Lessee's review
and written approval, an Operating Budget of the Club for the upcoming Lessee fiscal year , or
part thereof within the Term.
3.4.2 Lessee's Review and Approval of Budgets. KSM shall submit such
proposed Budgets for Lessee's review and written approval,subject to the terms of this Agreement,
which approval shall not be unreasonably withheld. Lessee shall give its written comments and/or
approval within thirty (30) days after KSM delivers the Budgets to Lessee. If Lessee fails to
provide any comments and approval with respect to a Budget within such time period, then the
Lessee shall be deemed to have approved the Budget. In the event of disapproval of any Budgets,
KSM shall continue operating the Club pursuant to the Budgets then in effect, subject to increases
in Operating Expenses required due to (i) increases in Gross Revenues or (ii) weather or other
matters beyond the control of KSM,until such time as Lessee and KSM agree upon the appropriate
replacement Budgets.
3.4.3 Unanticipated Expenditures and Reallocation of Funds. KSM shall be
required to obtain Lessee's prior written approval of any expenditures that would result in the total
FY21 Operating Budget expenditures being exceeded by more than five percent (5%). KSM is
authorized to take all action reasonably deemed necessary by KSM to implement, perform, or
cause the performance of the items set forth in the Budgets. Lessee acknowledges that KSM has
not made any guarantee, warranty, or representation of any nature whatsoever concerning or
relating to (i) the Budgets, or (ii) the amounts of Gross Revenues or Operating Expenses to be
generated or incurred from the operation of the Club.
3.5. Financial Management, Accounting Records and Reporting. The Management
Services will include: (i) maintaining all books, records, and other data associated with the
financial activities of the Club, (ii) preparing the Operating Budget, cash flow budgets, and other
financial forecasts, and (iii) being responsible for the day-to-day financial affairs of the Club. The
foregoing tasks will be performed by KSM home office staff(the "Home Office Services"). All
accounting records shall be maintained in a format consistent (in all material respects) with
generally accepted accounting principles.
3.5.1. Financial Reporting. During the Term, KSM shall provide the following
financial statements in a format reasonably specified by Lessee:
(i) KSM shall submit to Lessee, within twenty (20) days after the close of
each calendar month, a financial statement showing in reasonably
accurate detail the financial activities of the Club for the preceding
calendar month and the fiscal year to date.
(ii) KSM shall submit to Lessee, within sixty (60) days after the close of
each fiscal year, a financial statement showing in reasonably accurate
detail the financial activities of the Club for the fiscal year then ended.
3.5.2. Internal Control. KSM agrees to develop, install, and maintain reasonably
appropriate accounting, operating, and administrative controls governing the financial aspects of
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the Club, such controls to be consistent (in all material respects) with generally accepted
accounting principles.
3.5.3. Records and Inspection. KSM shall maintain a set of all financial, vendor
and operating records relating to the Club at the Property. At any time during the Term, Lessee
shall have the right, after three (3) days prior written notice to KSM, to inspect and photocopy the
books, records, invoices, deposits, or other financial data or transactions of the Club at reasonable
times and during normal business hours;provided, however, Lessee shall use its best efforts to not
cause any disruptions in the operations of the Club in connection with such inspections.
Notwithstanding the foregoing, such inspection rights shall not extend to any inspection of KSM
corporate records at its corporate office or any records relating to any other projects or locations.
Upon expiration or termination of this Agreement, KSM will promptly turn over all such Club
records to Lessee; however, KSM may retain copies as required by applicable records retention
policies or law.
3.6. Bank Accounts. KSM shall establish, in KSM's name, an Operating Expense
Account, a Deposit Account, and a Payroll Account, at a bank designated by KSM. The records
and bank statements shall be subject to inspection by Lessee pursuant to the terms recited herein.
All Gross Revenues of the Property shall be collected,received,and deposited by KSM exclusively
through the Deposit Account in accordance with the terms of this Agreement. All Operating
Expenses shall be handled and expended exclusively through the Operating Expense Account.
KSM shall provide Lessee with a completed ACH Form (available from the Lessee Finance
Department), authorizing Lessee's direct deposit into the Operating Expense Account. All Gross
Payroll for the Club shall be handled and expended exclusively through the Payroll Account. KSM
shall provide Lessee with a completed ACH Form (available from the Lessee Finance
Department), authorizing Lessee's direct deposit into the Operating Expense Account.
3.7. Employees. As part of the Operating Budget, KSM shall (i) determine personnel
requirements, recruitment schedules, and compensation levels, (ii) furnish job descriptions,
performance appraisal procedures, employee benefit programs, and operational and procedural
manuals for all personnel,and(iii)establish forms and procedures for employee compensation and
Club incentive programs. KSM shall hire, promote, discharge, and supervise all employees
performing services in and about the Club. All of the employees of the Club shall be employees
of KSM.
3.8. Marketin>?. KSM shall make recommendations to Lessee as to fees and rates. KSM
shall develop the ongoing marketing plan for the Club and define a schedule of marketing and
advertising activities, which shall be submitted to Lessee as part of the Operating Budget. KSM
shall indicate on the premises that the Club is being managed by KSM.
3.9. Environmental Remediation. Throughout the Term, if KSM becomes aware of the
presence of any Hazardous Material in a quantity sufficient to require remediation or reporting
under any Environmental Law in, on or under the Property or if KSM, Lessee, the Club, or the
Property becomes subject to any order of any federal, state or local agency to investigate, remove,
remediate, repair, close, detoxify, decontaminate or otherwise clean up the Property, KSM shall
notify Lessee and Lessee, at its sole expense, shall use all commercially reasonable efforts to carry
out and complete any required investigation, removal, remediation,repair, closure, detoxification,
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decontamination or other cleanup of the Property; provided that such remediation activities shall
be at KSM's expense if such activities are required as a direct consequence of Hazardous Material
being present in, on or under the Property solely as a result of grossly negligent actions undertaken
by KSM. Lessee acknowledges and agrees that Lessee shall be solely responsible for any legal or
other liability arising out of the presence of any Hazardous Material in, on or under the Property,
except to the extent such Hazardous Material is present in, on or under the Property solely as a
result of grossly negligent actions undertaken by KSM.
3.10. Contracts. KSM shall recommend to Lessee such agreements as KSM may deem
necessary or advisable for the furnishing of all food, beverages, utilities, concessions,
entertainment, operating supplies, equipment, repairs and other materials and services as KSM
determines are needed from time to time for the management and operation of the Club. All such
agreements shall be approved by and executed by the Lessee. Where applicable, Lessee purchases
may be eligible for discounted prices offered to KSM clients as part of a national buying program
established by KSM for eligible purchases on behalf of the Club. In consideration of KSM's efforts
to manage and administer such national buying program and leverage volume across the aggregate
of its portfolio of clients, KSM may retain any national aggregation fees, rebates, administrative
fees and similar considerations provided to KSM by participating vendors with respect to such
national account purchases.
3.11. Licenses, Permits and Accreditations. Following prior written approval by Lessee,
KSM shall apply for and use its commercially reasonable efforts to obtain and maintain in Lessee's
name (or, if otherwise required by applicable law, in KSM's name), all licenses, permits, and
accreditations required in connection with the management and operation of the Club, the cost of
which shall be an Operating Expense. Lessee will cooperate with KSM in applying for, obtaining,
and maintaining such licenses (including liquor licenses), permits, and accreditations.
3.12. Legal Action. KSM may not institute any legal action by or on behalf of Lessee or
the Club without the prior written consent of Lessee and Lessee may not institute any legal action
by or on behalf of KSM without the prior written consent of KSM.
3.13. Emergency Expenditures. In the event, at any time during the Term, a condition
should exist in, on, or about the Property of an emergency nature which, in KSM's sole and
absolute discretion,requires immediate action to preserve and protect the Property,to better assure
the Club's continued operation, or to protect the Club's customers, guests, or employees, KSM is
authorized to take all steps and to make all reasonable expenditures necessary to repair and correct
any such condition, whether or not provisions have been made in the applicable Budgets for any
such expenditures. Lessee shall be notified of the need for, and estimated amount of, any such
emergency expenditures as soon as reasonably practical.
3.14. Compliance with Laws. KSM shall, at Lessee's expense, use commercially
reasonable efforts to (i) comply in all material respects with all federal, state and local laws,
ordinances, rules, or governmental regulations now or hereafter in force, or by order of any
governmental or municipal power, department, agency, authority, or officer (collectively"Laws")
applicable to the use, operation, maintenance, repair and restoration of the Club and Property,
whether or not compliance therewith shall interfere with the use and enjoyment of the Club and
Property; and (ii), except for those which are the obligation of Lessee or Lessee's separate
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contractors, procure, maintain and comply with all licenses and other authorizations required for
any use of the Club and Property then being made, and for the operation and maintenance of the
Club and Property or any part thereof, the costs of which shall be Operating Expenses.
Notwithstanding the foregoing, Lessee acknowledges and agrees that Lessee or its construction
contractors shall be responsible for procuring, maintaining and complying with all licenses and
other authorizations relating to design, construction, zoning, erection, installation and similar
matters relating to any construction at the Club. If at any time during the Term KSM is notified
or determines that repairs, additions, changes, or corrections in the Property of any nature shall be
required by reason of any Laws, KSM shall notify Lessee and request Lessee's consent to take all
reasonable steps and to make all reasonable expenditures necessary to repair and correct any such
repairs, additions, changes, or corrections whether or not provisions have been made in the
applicable Budgets for any such expenditures, the costs of which shall be Operating Expenses. If
Lessee withholds such consent, KSM shall not be liable for any failure of the Property to be in
compliance with such Laws and Lessee shall indemnify KSM pursuant to Article 7 hereof in
connection with any such withholding of consent.
3.15. Other Duties and Prerogatives. KSM shall use commercially reasonable efforts to
perform any act that KSM determines is necessary to operate and manage the Club and the Property
during the Term, subject to the terms and conditions hereof. In fulfilling its operational and
managerial responsibilities hereunder, KSM shall have all rights ordinarily accorded to a manager
in the ordinary course of business, including, without limitation, the collection of proceeds from
the operation of the Club and the Property, the incurring of Trade Debts, not to exceed five
thousand dollars ($5,000.00), in Lessee's name, the approval and payment of such Trade Debts,
and the negotiating leases of personal property, no lease term of which may exceed one (1) year.
KSM shall obtain Lessee's prior, written consent prior to incurring Trade Debts in excess of five
thousand dollars ($5,000.00), leases of personal property for a term in excess of one (1) year, or
other contractual obligation. For purposes hereof, a "Key Employee" of KSM shall mean debt
owed for a good or service received but not yet paid for, and due and owing within ninety (90)
days. KSM shall not be obligated to advance any of its own funds to or for the account of Lessee
nor to incur any liability, unless Lessee shall have furnished KSM with funds necessary for the
full discharge thereof. Further, KSM shall not be obligated to sign any leases, contracts or other
agreements in KSM's name. However, if for any reason KSM shall have advanced funds in
payment of any reasonable expense in connection with the maintenance and operation of the Club
or the Property, Lessee shall reimburse KSM within thirty (30) days after invoice for the full
amount of such payments. Lessee's failure to reimburse KSM as provided herein for any such
payment shall be an Event of Default by Lessee.
ARTICLE 4
RESPONSIBILITIES OF LESSEE
4.1 Expenditures. Lessee acknowledges that it is solely responsible for all Operating
Expenses and capital expenditures required for or on behalf of the Club, provided that such
Operating Expenses and capital expenditures are made in accordance with the terms of this
Agreement. Lessee shall be responsible for all other expenditures and obligations in connection
with the Club and the Property, including without limitation, all federal, state and local taxes and
all principal and interest payments on indebtedness.
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4.2 Lessee's Advances. Lessee shall advance funds to the Operating Expense Account
and the Payroll Account described in Section 3.6 to conduct the affairs of the Club and maintain
the Property ("Lessee's Advances") as set forth below. Such Lessee's Advances shall be paid in
the form and manner as described in Section 3.6. Lessee acknowledges and agrees that it has sole
responsibility for providing Lessee's Advances and KSM shall have no responsibility to provide
funds for the payment of any Operating Expenses, Gross Payroll, debts or other amounts payable
by or on behalf of the Club, the Property or Lessee.
4.2.1 Operating Expense Account. On or before the Commencement Date (and
in any event, prior to KSM's incurrence of any Operating Expenses), Lessee shall deposit into the
Operating Expense Account, Lessee's Advances equal to two (2) months' estimated Operating
Expenses ("Operating Expense Minimum"). Lessee shall replenish the Operating Expense
Account in order to maintain the Operating Expense Minimum in the Operating Expense Account
as described below. KSM shall use the funds in the Operating Expense Account to pay the
Operating Expenses of the Club. On a monthly basis, KSM shall provide Lessee with a statement
describing the anticipated source and use of funds for the Club for the next monthly period. Within
thirty (30) days after Lessee's receipt of such statement from KSM, Lessee shall remit to the
Operating Expense Account the amount set forth in such statement, less the amount, if any, then
on deposit in the Deposit Account to the extent Lessee authorizes the transfer of such amount to
the Operating Expense Account. The Parties agree to adjust the Operating Expense Minimum
seasonally, or as otherwise required from time to time, in order to reflect the then-current payment
obligations of the Club.
4.2.2 Payroll Account. On or before the Commencement Date(and in any event,
prior to KSM's incurrence of any Gross Payroll obligations),Lessee shall remit to KSM for deposit
into the Payroll Account, Lessee's Advances equal to at least two (2) months' estimated Gross
Payroll obligations ("Payroll Expense Minimum"), whichever amount is greater. Lessee shall
replenish the Payroll Account in order to maintain the Payroll Expense Minimum in the Payroll
Account as described below. Every two (2) weeks, KSM shall fund payroll and the Gross Payroll
obligations from the Payroll Account and concurrently provide Lessee with a statement containing
such funded Gross Payroll obligations of the Club. Within thirty (30) days after Lessee's receipt
of such statement from KSM, Lessee shall remit to the Payroll Account the amount set forth in
such statement, less the amount, if any,then on deposit in the Deposit Account to the extent Lessee
authorizes the transfer of such amount to the Payroll Account. The Parties agree to adjust the
Payroll Expense Minimum seasonally, or as otherwise required from time to time, in order to
reflect the then-current payroll obligations of the Club.
4.3 Insurance. Insurance for the Property shall be as set forth in Exhibit C "Insurance
Provisions" attached hereto.
ARTICLE 5
FEES AND EXPENSES
5.1 Management Fee. Lessee shall pay KSM management fees as follows(collectively,
the "Management Fee"):
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5.1.1 Base Management Fee. During the Term, Lessee shall pay KSM a monthly
fee of seven thousand dollars ($7,000.00), prorated for partial months ("Base Management Fee").
The Base Management Fee shall be increased each year on the anniversary of the Commencement
Date by three (3) percent. Payment of the Base Management Fee, and the Home Office Services
Fee set forth below, shall be made directly to the Operating Expense Account.
5.1.2 Home Office Accounting Services Fee. In addition to the Base
Management Fee described above, in consideration for the Home Office Services, Lessee shall
pay KSM a fee of two thousand dollars ($2,000.00) per month, prorated for any partial months
(the "Home Office Accounting Services Fee").
5.1.3 Method of Payment of Management Fee. On a monthly basis, KSM shall
submit to Lessee an itemized invoice for the Management Fees, which Lessee shall pay within
thirty(30) days of receipt.
5.2 Out-of-Pocket Expenses. In addition to all other fees and expenses recited herein
payable to KSM, and subject to Lessee's prior approval of same in the Budgets, it is agreed that
Lessee shall reimburse KSM within thirty (30) days of invoice for all actual out-of-pocket
expenses incurred by KSM in the performance of this Agreement. Out-of-pocket expenses shall
include, but shall not be limited to, reasonable travel, air express, courier service, costs of
recruitment (including applicable agent's fees), and other incidental expenses. In addition, the
costs of an interim General Manager,including but not limited to,compensation,reasonable travel,
temporary housing, etc., shall be included as Operating Expenses. Reimbursement for such out-
of-pocket expenses will be made at actual cost and may be made directly from the Operating
Expense Account.
ARTICLE 6
COVENANTS AND REPRESENTATIONS
6.1 Lessee's Covenants and Representations. Lessee makes the following covenants
and representations to KSM, which covenants and representations shall, unless otherwise stated
herein, survive the execution and delivery of this Agreement:
6.1.1 Corporate Status. Lessee is a duly constituted municipal corporation duly
organized, validly existing, and in good standing under the laws of Idaho, and authorized to
transact business in Idaho, with full corporate power and authority to enter into this Agreement.
6.1.2 Authorization. The making, execution, delivery, and performance of this
Agreement by Lessee has been duly authorized and approved by all requisite action, and this
Agreement has been duly executed and delivered by Lessee and constitutes a valid and binding
obligation of Lessee, enforceable in accordance with its terms.
6.1.3 Effect of Agreement. Neither the execution and delivery of this Agreement
by Lessee nor Lessee's performance of any obligation hereunder(a) shall constitute a violation of
any law, ruling, regulation, or order to which Lessee is subject, or (b) shall constitute a default of
any term or provision or shall cause an acceleration of the performance required under any other
agreement or document (i) to which Lessee is a party or is otherwise bound, or (ii) to which the
Club, the Property or any part thereof is subject.
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6.1.4 Property Rights. Lessee currently possesses, and shall retain during the
Term,all of the property interests in the Club and the Property necessary to enable KSM to perform
its duties pursuant to this Agreement peaceably and quietly. Such property interests shall include
all trade names and logos Lessee uses in the operation of the Club. Lessee represents and warrants
that KSM's performance of the services required by this Agreement shall not violate the property
rights or interests of any other Person.
6.1.5 No Litigation. There are no actions, suits or proceedings pending, or to the
best of Lessee's knowledge, threatened against Lessee that may adversely affect the Club, the
Property or the Lessee in connection with the operations of the Club.
6.1.6 No Violation. There is no existing violation or breach of any ordinance,
code, law, rule, requirement or regulation applicable to the Club or the Property, and Lessee is not
aware of the basis for any such violation or breach.
6.1.7 Hazardous Material. Lessee is not aware of the presence of any Hazardous
Material in, on or under the Property in a quantity sufficient to require remediation or reporting
under any Environmental Law, and Lessee has not received notice of any violation or alleged
violation of any Environmental Law with respect to the Property.
6.1.8 Documentation. If necessary to carry out the intent of this Agreement,
Lessee agrees to execute and provide to KSM, on or after the Commencement Date, any and all
other instruments, documents, conveyances, assignments, and agreements which KSM may
reasonably request in connection with the operation of the Club.
6.2 KSM's Covenants and Representations. KSM makes the following covenants and
representations to Lessee, which covenants and representations shall, unless otherwise stated
herein, survive the execution and delivery of this Agreement:
6.2.1 Corporate Status. KSM is a corporation duly organized, validly existing,
and in good standing under the laws of Illinois, and authorized to transact business in Idaho, with
full corporate power to enter into this Agreement and execute all documents required hereunder.
6.2.2 Authorization. The making, execution, delivery, and performance of this
Agreement by KSM has been duly authorized and approved by all requisite action and this
Agreement has been duly executed and delivered by KSM and constitutes a valid and binding
obligation of KSM, enforceable in accordance with its terms.
6.2.3 Effect of Agreement. Neither the execution and delivery of this Agreement
by KSM nor KSM's performance of any obligation hereunder(i) will constitute a violation of any
law, ruling, regulation, or order to which KSM is subject, or (ii) shall constitute a default of any
term or provision or shall cause an acceleration of the performance required under any other
agreement or document to which KSM is a party or is otherwise bound.
ARTICLE 7
INDEMNIFICATION
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7.1 Lessee's Indemnification Obligations. To the extent allowed by Idaho law, Lessee
shall defend, indemnify and hold KSM and its Affiliates and each of their shareholders, members,
officers, directors, managers, employees, agents, and representatives (the "KSM Related Parties")
harmless of and from all liability, loss, damage, cost, or expense (including, without limitation,
reasonable attorneys' fees and expenses) arising from or relating to (i) the performance of the
Management Services on behalf of Lessee including in connection with the transition of the
management of the Club to KSM; or (ii) Hazardous Materials or other conditions existing at the
Club or the Property; (iii) any acts or omissions of Lessee (or its officers, directors, agents,
employees, representatives, contractors and others for whom Lessee is responsible); (iv) any acts
or omissions occurring in connection with the operation or management of the Club prior to the
Term; and (v) any breach by Lessee of any of Lessee's covenants, representations, and warranties
herein; to the fullest extent permitted by law, except to the extent such liabilities were caused by
KSM's willful or criminal misconduct, gross negligence or fraudulent conduct.
7.2 KSM's Indemnification Obligations. KSM shall indemnify Lessee and Lessee's
shareholders,officers,directors, employees,agents,and representatives("Lessee Related Parties")
from all liability, loss, damage, cost, or expense (including, without limitation, reasonable
attorneys' fees and expenses) arising out of third party claims caused by KSM's willful
misconduct, gross negligence or fraud of its corporate executive level employees and Executive
Golf Employees,to the fullest extent permitted by law, except to the extent such acts or omissions
were directed or approved by Lessee,or such liabilities were caused by Lessee's willful or criminal
misconduct, gross negligence or fraud..
7.3 Survival. The defense and indemnification obligations contained in this Article 7
shall survive the expiration or termination of this Agreement for any reason.
ARTICLE 8
REMEDIES
8.1 Events of Default. The occurrence of any one or more of the following events
which is not cured within the specified cure period, if any, shall constitute a default under this
Agreement (hereinafter referred to as an"Event of Default"):
(i) Failure to Pay Sums Due. Either Party's failure to pay any sums payable under
this Agreement when and as the same shall become due and payable and such
failure shall continue for a period of five (5) days after written notice
(specifying the item not paid) thereof from the other Party to the defaulting
Party;
(ii) Failure to Comply. Either Party's material failure to comply with any of the
terms or conditions of this Agreement, and such failure shall continue for a
period of thirty(30) days after written notice thereof from the other Party to the
defaulting Party specifying in detail the nature of such failure. Notwithstanding
the foregoing, in the event any such failure cannot with due diligence be cured
within such 30-day period, if the defaulting Party proceeds promptly and
diligently to cure the same and thereafter diligently prosecutes the curing of
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such failure, the time within which the failure may be cured shall be extended
for such period as may be necessary for the defaulting Party to cure the failure;
(iii) Bankruptcy. If either Party (i) applies for or consents to the appointment of a
receiver, trustee, or liquidator of itself or any of its property, (ii) is unable to
pay its debts as they mature or admits in writing its inability to pay its debts as
they mature, (iii)makes a general assignment for the benefit of creditors, (iv) is
adjudicated as bankrupt or insolvent, or (v) files a voluntary petition in
bankruptcy or a petition or an answer seeking reorganization or an arrangement
with creditors, or taking advantage of any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation law or statute, or
admits the material allegations of a petition filed against it in any proceedings
under any such law, or if any action shall be taken by said party for the purpose
of effecting any of the foregoing (collectively, an"Insolvency Proceeding"); or
(iv) Reorganization; Receiver. An order,judgment, or decree is entered without the
application, approval, or consent of either Party by any court of competent
jurisdiction approving a petition seeking reorganization of said Party or
appointing a receiver,trustee,or liquidator of said Party,or of all or a substantial
part of any of the assets of said Party, and such order, judgment, or decree
remains unstayed and in effect for a period of ninety (90) days from the date of
entry thereof.
8.2 Lessee's Remedies. Upon the occurrence of an Event of Default by KSM, Lessee
may: (i) seek specific performance of KSM's obligations or injunctive relief, as applicable; (ii)
demand and receive payment of all amounts due Lessee under the terms of this Agreement and the
payment of all costs, damages, expenses, and reasonable attorneys' fees of Lessee arising due to
KSM's Event of Default;(iii)proceed to remedy the Event of Default,and in connection with such
remedy, Lessee may pay all expenses and employ counsel. All sums so expended or obligations
incurred by Lessee in connection therewith shall be paid by KSM to Lessee, upon demand by
Lessee, and on failure of such reimbursement, Lessee may, at Lessee's option,deduct all costs and
expenses incurred in connection with remedying the Event of Default from the next sums
becoming due to KSM from Lessee under the terms of this Agreement; and (iv) terminate this
Agreement by written notice of termination to KSM. Upon proper termination of this Agreement,
KSM shall surrender occupancy of the Property to Lessee, shall remit to such Lessee any and all
funds not used for the designated purposes thereof.
No remedy granted to Lessee is intended to be exclusive of any other remedy herein or by
law provided, but each shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law, in equity, or by statute. No delay or omission by
Lessee to exercise any right accruing upon an Event of Default shall impair Lessee's exercise of
any right or shall be construed to be a waiver of any Event of Default or acquiescence thereto.
IN NO EVENT SHALL KSM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR
PERFORMANCE OR NON-PERFORMANCE HEREUNDER (INCLUDING BUT NOT
LIMITED TO LOST PROFITS, LOST BUSINESS AND LOSS OF GOODWILL) EVEN IF
ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
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8.3 KSM's Remedies. Upon the occurrence of an Event of Default by Lessee, KSM
may: (i) seek specific performance of Lessee's obligations or injunctive relief, as applicable; (ii)
demand and receive payment of all amounts due KSM under the terms of this Agreement and the
payment of all costs, damages, expenses, and reasonable attorneys' fees of KSM due to Lessee's
Event of Default; (iii)proceed to remedy the Event of Default,and in connection with such remedy,
KSM may pay all expenses and employ counsel. All sums so expended or obligations incurred by
KSM in connection therewith shall be paid by Lessee to KSM, upon demand by KSM, and on
failure of such reimbursement,KSM may, at KSM's option,deduct all costs and expenses incurred
in connection with remedying the Event of Default from the next sums becoming due to Lessee
from KSM under the terms of this Agreement;and(iv)terminate this Agreement by KSM's written
notice of termination to Lessee. In such event, Lessee shall pay to KSM within ten (10) days of
termination an amount equal to the total unpaid Management Fees that KSM would have earned
had the Agreement remained in effect until the Termination Date.
No remedy granted to KSM is intended to be exclusive of any other remedy herein or by
law provided, but each shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law, in equity, or by statute. No delay or omission by
KSM to exercise any right accruing upon an Event of Default shall impair KSM's exercise of any
right or shall be construed to be a waiver of any Event of Default or acquiescence thereto.
IN NO EVENT SHALL LESSEE BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS
AGREEMENT OR PERFORMANCE OR NON-PERFORMANCE HEREUNDER
(INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS AND LOSS OF
GOODWILL) EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH
DAMAGES.
8.4 Litigation. In the event of any litigation under or respecting this Agreement, the
prevailing Party shall be entitled to reasonable attorneys' fees and court costs through all pretrial,
trial, appellate, administrative, and post judgment proceedings.
ARTICLE 9
TERMINATION
9.1 Events of Termination. This Agreement shall terminate upon the occurrence of
any of the events set forth below:
(i) An Event of Default by KSM, and Lessee sends to KSM a notice of termination
for cause (after the expiration of any applicable cure period);
(ii) An Event of Default by Lessee, and KSM sends to Lessee a notice of termination
for cause (after the expiration of any applicable cure period);
(iii) By Lessee upon thirty (30) days' prior written notice in the event of the failure
of Lessee's governing board to appropriate funds for expenses related to this
Agreement.
(iv) Both Parties agree in writing to terminate this Agreement;
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(v) Upon the expiration or termination of this Agreement according to its terms.
9.2 Employee and Other Obligations Upon Termination. Upon a termination of this
Agreement for any reason, Lessee shall remain responsible for payment of obligations connected
with the Management Services rendered through the effective date of termination(including all
Operating Expenses, all Gross Payroll obligations, as well as the Management Fee and all out of
pocket expenses). Such obligations shall include all amounts to become due and owing to the
terminated staff of KSM at the Club through the effective date of termination. Lessee shall pay
all accrued wages for the terminated staff through such termination date and shall reimburse
and/or hold harmless KSM for workers compensation insurance and other employee benefits
paid or accrued by KSM on behalf of Lessee to the terminated staff as of the termination date.
Additionally, Lessee shall be responsible for the payment of vacation time, earned and accrued
between the Commencement Date and the date of termination, owed or due to the terminated
staff as a result of the termination as well as any manual adjustments of wages and any
unclaimed wages due the terminated staff accruing prior to the termination date and shall, if
requested and verification provided by KSM, reimburse KSM for any such payments made by
KSM. Any amounts owed to KSM pursuant to this Section shall be paid to KSM within ten (10)
days of written request therefor.
9.3 Other Payments Upon Termination. Upon expiration or termination of this
Agreement, all sums owed by either Party to the other shall be paid within thirty (30) days of the
effective date of such termination.
ARTICLE 10
NOTICES
10.1 Notices. Any notices or other communications required or permitted hereunder
shall be sufficiently given if in writing and (i) delivered personally, (ii) sent by certified mail,
return receipt requested,postage prepaid("Mail"), or sent by nationally-recognized overnight mail
or courier service ("Overnight Courier"), addressed as shown below, or to such other address as
the Party concerned may substitute by written notice to the other. Any notice will be deemed
received (A) upon the date personal delivery is made, (B) three (3) business days after the date it
is deposited in the Mail, (C) one (1) business day after it is deposited with an Overnight Courier,
or(D)the date upon which attempted delivery of such notice,whether by Mail, Overnight Courier
or personal delivery, is refused or rejected.
If to Lessee: City of Meridian
33 E. Broadway Avenue
Meridian, Idaho 83642
Attention: Parks & Recreation Department
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If to KSM: Kemper Sports Management, Inc.
500 Skokie Boulevard, Suite 444
Northbrook, Illinois 60062
Attention: Steven K. Skinner, Chief Executive
Officer
with a copy to: Kemper Sports Management, Inc.
500 Skokie Boulevard, Suite 444
Northbrook, Illinois 60062
Attention: General Counsel
10.2 Changes. The addresses and addressees may be changed by giving notice of such
change in the manner provided herein for giving notice. Unless and until such written notice is
received,the last address and addressee given shall be deemed to continue in effect for all purposes.
ARTICLE 11
MISCELLANEOUS
11.1 Exhibits. All Exhibits attached hereto are incorporated herein by this reference as
if fully set forth herein. If any Exhibits are subsequently changed by the mutual written agreement
of the Parties, the Exhibits shall be modified to reflect such change or changes and dated.
11.2 Entire Agreement. This Agreement and the Exhibits hereto embody the entire
agreement and understanding of the Parties relating to the subject matter hereof and supersede all
prior representations, agreements, and understandings, oral or written, relating to such subject
matter.
11.3 Amendment and Waiver. This Agreement may not be amended or modified in any
way except by an instrument in writing executed by all Parties hereto; provided, however, either
Party may, in writing, (i) extend the time for performance of any of the obligations of the other,
(ii) waive any inaccuracies and representations by the other contained in this Agreement, (iii)
waive compliance by the other with any of the covenants contained in this Agreement, and (iv)
waive the satisfaction of any condition that is precedent to the performance by the Party so waiving
of any of its obligations under this Agreement.
11.4 Proprietary Information. KSM shall be permitted to use the trade names,
trademarks and logos of Lessee(collectively,"Lessee Marks")in connection with the performance
of the services provided under this Agreement and as otherwise provided in this Agreement or as
agreed upon by Lessee;provided,however,that Lessee agrees that KSM may use the Lessee Marks
in its marketing and promotional materials as a Club managed by KSM. All specifically
identifiable information developed by KSM for Lessee at the expense of Lessee shall be the
property of both KSM and Lessee and such information may continue to be used by Lessee at the
Club beyond any expiration or termination of this Agreement;provided,however,that Lessee may
not use or grant others the right to use such information at any other location nor disclose or grant
any rights to such information to any third party. All of KSM's proprietary information, including
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(i)trade names,trademarks and logos as well as programs that have been or may be developed by
KSM, and (ii) software and technology, shall remain the exclusive property of KSM and neither
Lessee nor any of its affiliates or successors may use or disclose such proprietary information
without the advance written consent of KSM. The obligations and restrictions contained in this
Section shall survive the expiration or termination of this Agreement for any reason.
11.5 No Partnership or Joint Venture. Nothing contained herein shall be deemed or
construed by the Parties hereto or by any third party as creating the relationship of(i)a partnership,
or (ii) a joint venture between the Parties hereto; it being understood and agreed that neither any
provisions contained herein nor any acts of the Parties hereto shall be deemed to create any
relationship between the Parties hereto other than the relationship of independent contractor.
11.6 Restrictions as to Employ. During the Term and for a period of two (2) years
after the end of the Term,it is agreed that Lessee and/or its agents and contractors shall not,directly
or indirectly, seek to contact, entice, or discuss employment or contracting opportunities with any
Key Employee of KSM nor shall Lessee,its agents and/or contractors employ or otherwise engage
or seek to employ or otherwise engage, directly or indirectly, any such Key Employee, without
first obtaining the written consent of KSM. For purposes hereof, a"Key Employee"of KSM shall
mean any individual holding any of the following positions at any time during the Term: the
general manager, , or any employee of KSM's corporate office, provided, however the foregoing
restriction shall only apply to a general manager sourced by KSM and shall not apply to the general
manager in place as of the Commencement Date if not sourced by KSM.
11.7 Assignment; Successors and Assigns. This Agreement may not be assigned by
either Party hereto without the express written consent of the other Party, except that KSM may
assign this Agreement to any of its Affiliates. This Agreement shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors,legal representatives,and permitted
assigns.
11.8 Severability. Except as expressly provided to the contrary herein, each section,
part, term, or provision of this Agreement shall be considered severable, and if for any reason any
section, part, term, or provision herein is determined to be invalid and contrary to or in conflict
with any existing or future law or regulation by a court or governmental agency having valid
jurisdiction, such determination shall not impair the operation of or have any other effect on other
sections, parts, terms, or provisions of this Agreement as may remain otherwise intelligible, and
the latter shall continue to be given full force and effect and bind the Parties hereto, and said invalid
sections, parts, terms, or provisions shall not be deemed to be a part of this Agreement.
11.9 Survival. All covenants, agreements, representations, and warranties made herein
shall survive the execution and delivery of(i) this Agreement, and (ii) all other documents and
instruments to be executed and delivered in accordance herewith, and shall continue in full force
and effect.
11.10 Accord and Satisfaction;Allocation of Payments. No payment by Lessee or receipt
by KSM of a lesser amount than that which is owed to KSM shall be deemed to be other than on
account of such amounts owed to KSM, nor shall any endorsement or statement on any check or
letter accompanying any check or payment to KSM be deemed an accord and satisfaction, and
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KSM may accept such check or payment without prejudice to KSM's right to recover the balance
of the amounts owed to KSM or pursue any other remedy provided for in this Agreement or as
otherwise provided at law or in equity. In connection with the foregoing, KSM shall have the
absolute right in its sole discretion to apply any payment received from Lessee, regardless of
Lessee's designation of such payments, to any outstanding amount of Lessee then not current and
due or delinquent, in such order and amounts as KSM, in its sole discretion, may elect.
11.11 Construction and Interpretation of Agreement. This Agreement shall be governed
by and construed under the laws of the State of Idaho,without regard to conflicts of laws principles.
Should any provision of this Agreement require judicial interpretation, it is agreed that the court
interpreting or considering same shall not apply the presumption that the terms hereof shall be
more strictly construed against a party by reason of the rule or conclusion that a document should
be construed more strictly against the party who itself or through its agent prepared the same. It
is agreed and stipulated that all Parties hereto have equally participated in the preparation of this
Agreement and that legal counsel was consulted by each Party before the execution of this
Agreement.
11.12 Captions. Captions, titles to sections, and paragraph headings used herein are for
convenience of reference and shall not be deemed to limit or alter any provision hereof.
11.13 Governing Document. This Agreement shall govern in the event of any
inconsistency between this Agreement and any of the Exhibits attached hereto or any other
document or instrument executed or delivered pursuant hereto or in connection herewith.
11.14 Outside Businesses. Nothing contained in this Agreement shall be construed to
restrict or prevent, in any manner, any Party or any Party's affiliates, parent corporations, or
representatives or principals from engaging in any other businesses or investments, nor shall
Lessee or KSM have any right to share or participate in any such other businesses or investments
of the other Party.
11.15 Unavoidable Delays. The provisions of this Section shall be applicable if there
shall occur during the Term any(i) strikes, lockouts, or labor disputes, (ii) inability to obtain labor
or materials, or reasonable substitutes therefor, (iii) acts of God, governmental restrictions,
regulations or controls, enemy or hostile governmental action, civil commotion, fire, or other
casualty, or (iv) other conditions beyond the reasonable control of the Party obligated to perform.
If either Party shall, as the result of any of the above-described events, fail punctually to perform
any obligation on its part to be performed under this Agreement,then such failure shall be excused
and not be a breach of this Agreement by the Party claiming an unavoidable delay (an
"Unavoidable Delay"), but only to the extent the delay is occasioned by such event. If any right
or option of either Party to take any action under or with respect to the Term is conditioned upon
the same being exercised within any prescribed period of time or at or before a named date, then
such prescribed period of time or such named date shall be deemed to be extended or delayed, as
the case may be, upon written notice, as provided above, for a time equal to the period of the
Unavoidable Delay. Notwithstanding anything contained herein to the contrary, the provisions of
this Section shall not be applicable to either Party's obligation to pay any sums, monies, costs,
charges, or expenses required to be paid pursuant to the terms of this Agreement.
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11.16 No Third-Party Beneficiaries. Nothing herein contained shall be deemed to
establish any rights of third parties against the Parties hereto; it being the intent that the rights and
obligations set forth herein are those of the Parties hereto alone, with no third party beneficiary
rights intended.
11.17 Certain Services Excluded. Notwithstanding anything else contained in this
Agreement to the contrary,KSM's services are limited to those specifically noted in the Agreement
and do not include, among others and without limitation, architectural, engineering, design or
general contracting services, facility planning services, accounting or tax-related assistance or
advice, legal advice or services, expert witness services, cost report preparation, data processing
or information services, or feasibility studies. KSM's services will not constitute an audit, review
or compilation or any other type of financial statement reporting or consulting engagement subject
to the rules of the AICPA or other similar bodies. KSM will not be expressing any professional
opinions and makes no representations or warranties in conjunction with this engagement.
11.18 Confidentiality. The terms and provisions of this Agreement shall be released to
third parties only in connection with carrying out their respective duties and obligations described
herein, in connection with any order of court or in order to comply with the Idaho Public Records
Act or other governmental rules and regulations, and as required by any proposed purchaser or
mortgagee of all or any portion of Lessee's interest in the Club or Property, and then only to the
extent as may be reasonably necessary. The foregoing shall not be construed to limit KSM's ability
to announce both privately and publicly that it manages the Club and Property.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first
written above.
KEMPER SPORTS MANAGEMENT, INC. CITY OF MERIDIAN
T
By:
By: Robert E. Simison
Stev . S er Mayor
C f xec i e Office
ATTEST:
Chris Johnson
City Clerk
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EXHIBIT A
DEFINITIONS
All capitalized terms referenced or used in the Management Agreement (the "Agreement") and
not specifically defined therein shall have the meaning set forth below in this Exhibit A, which is
attached to and made a part of the Agreement for all purposes.
• Affiliates . The term"Affiliate(s)" shall mean a Person that directly or indirectly, or
through one or more intermediaries, controls, is controlled by, or is under common control
with the Person in question and any officer, director, or trustee, and any stockholder or
partner of any Person referred to in the preceding clause owning fifty percent (50%) or more
of such Person. For purposes of this definition, the term "control"means the ownership of
fifty percent(50%) or more of the beneficial interest of the voting power of the appropriate
entity.
• Environmental Laws. The term"Environmental Laws" shall mean all current and future
federal, state, and local statutes, regulations, ordinances, and rules relating to (i)the emission,
discharge, release, or threatened release of a Hazardous Material into the air, surface water,
groundwater, or land; (ii) the manufacturing,processing, use, generation, treatment, storage,
disposal, transportation, handling, removal, remediation, or investigation of a Hazardous
Material; or (iii)the protection of human health, safety, or the indoor or outdoor
environment, including, without limitation, the Clean Air Act, the Federal Water Pollution
Control Act, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation and Liability Act, the Occupational Safety and
Health Act, all amendments thereto, all regulations promulgated thereunder, and their state or
local statutory and regulatory counterparts.
• Executive Golf Employees. The term "Executive Golf Employees" shall mean the General
Manager of the Club.
• Gross Revenues. The term"Gross Revenues" shall mean all monthly receipts related to or
derived from the operation of the Club from cash or credit transactions recognized during the
Term, computed on an accrual basis, including, but not limited to, greens fees, cart rental
fees, guest fees, membership initiation fees and/or membership dues, income derived from
the investment of Gross Revenues, the amount of all sales (wholesale or retail) of food,
beverages, goods, wares, or merchandise on, at, or from the Property, or for services of any
nature performed on, at, or from the Property, determined in accordance with generally
accepted accounting principles applied on a consistent basis. Gross Revenues shall be
reduced by any refunds, rebates, discounts, and credits of a similar nature given, paid, or
returned by KSM or Lessee.
Gross Revenues shall not include:
A-1
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o Applicable gross receipts taxes, admission,cabaret,excise, sales,and use taxes,
or similar governmental charges collected directly from customers or their
guests or as a part of the sales price of any goods or services;
o Service charges that are percentage gratuities added to billings, to the extent
paid to employees of the Club;
o Proceeds of borrowings by Lessee;
o Proceeds paid as a result of an insurable loss, unless paid for the loss or
interruption of business, to the extent such sums are used to remedy said loss;
o Interest or investment income earned on Gross Revenues; or
o Lessee's Advances.
Any of the above provisions resulting in a double exclusion from Gross Revenues shall
be allowed as an exclusion only once.
• Hazardous Material. The term"Hazardous Material" shall mean any solid, liquid, or gaseous
substance, chemical, compound,product, byproduct, waste, or material that is or becomes
regulated, defined, or designated by any applicable federal, state, or local governmental
authority or by any Environmental Law as hazardous, extremely hazardous, imminently
hazardous, dangerous, or toxic, or as a pollutant or contaminant, and shall include, without
limitation, asbestos, polychlorinated biphenyls, and oil, petroleum, petroleum products and
petroleum byproducts.
• Improvements. The term"Improvements" shall mean the improvements, structures, and
fixtures placed, constructed, or installed on the Real Property for the Club, and any additions
or subsequent modifications thereto.
• Intangible Personal Property. The term "Intangible Personal Property" shall mean all
intangible property or rights owned or held by Lessee in connection with the Club, including,
but not limited to, security deposits, prepaid rents, liquor and operating licenses, and all
trademarks related to the Club.
• KSM. The term "KSM" means Kemper Sports Management, Inc., an Illinois corporation,
and its successors, legal representatives, and permitted assigns.
• Operating Expenses. The term "Operating Expenses" shall mean all operating expenses of
the Club incurred or paid on behalf of Lessee during the Term, computed on an accrual basis,
including, but not limited to, the following items:
o Salaries, wages, employee benefits, and payroll expenses, including without
limitation, payroll service bureau fees, payroll processing fees, payroll taxes, Club
profit sharing programs, and insurance for all employees employed on-site in the
direct operation of the Club, excluding, however, service charges, which are
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Item#22.
defined as percentage gratuities added to billings and paid to employees
(collectively, the "Gross Payroll");
o Marketing, advertising, and promotional expenses;
o Purchase and replacement, as necessary, of inventories of maintenance parts and
supplies, food stores and bar supplies;
o Purchase and replacement, as necessary, of silver, chinaware, glassware, cooking
utensils, and other similar items of equipment;
o Purchase and replacement, as necessary, of office supplies, computers, printers,
facsimile machines, photocopiers, postage, printing, routine office expenses, and
lease payments on any item of furniture, fixtures or equipment to the extent not
excluded below from Operating Expenses, and accounting services incurred in the
on-site operation of the Club;
o The costs of IT consultants and other consultants utilized for the Club;
o Reasonable travel expenses of on-site employees incurred exclusively in
connection with the business of the Club;
o Accrual of a reserve for insurance (including workers' compensation) and property
taxes each month in an amount or at a rate that is sufficient to pay such insurance
premiums or property taxes when they become due and payable;
o Insurance premiums, administrative and financing charges and expenses, property
taxes, to the extent not provided for in the reserve established therefore and any
deductible amounts required to be paid pursuant to Lessee insurance coverage;
o Accounts receivable previously included within Gross Revenues, to the extent they
remain unpaid ninety (90) days after the first billing;
o Auditing, accounting costs, computer fees (including costs to license and maintain
accounting software),and legal fees incurred in respect of the operation of the Club,
including any reasonable financial management and reasonable accounting fees
paid to third party accounting firms, if included in the Budgets;
o Costs incurred for utilities, including, but not limited to, all electric, gas, and water
costs,and any other private utility charges incurred in connection with the operation
of the Club;
o Ordinary maintenance and repairs,exclusive of any capital improvements or capital
replacements, which are hereby excluded;
o All out-of-pocket expenses incurred by KSM in providing the services under the
terms of the Agreement, including without limitation, reasonable travel for
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employees employed on-site at the Property and KSM's other employees while
engaged in performing the obligations of KSM hereunder, air express, costs of
recruitment (including applicable agent's fee), and other incidental expenses
included in the Budget;
o Expenses, including legal fees, damages or other costs, involved in defending any
employment-related lawsuits, charges or claims involving personnel of the Club;
o All expenses set forth in the approved Budgets; and
o All other customary and reasonable expenses incurred in the operation of the Club
and the Improvements.
Any of the above provisions resulting in a double inclusion as an Operating Expense shall be
allowed as an inclusion only once.
Operating Expenses shall not include (i) depreciation or amortization, (ii)principal or interest
payments on indebtedness, (iii)rental or lease payments for major items of furniture, fixtures,
or equipment which, in accordance with generally accepted accounting principles, are
purchased and capitalized as fixed assets, and (iv) federal, state and local income taxes of any
nature or kind incurred by Lessee or KSM.
• Person. The term "Person" shall mean any individual, partnership, corporation, association,
or other entity, and the heirs, executors, administrators, legal representatives, successors, and
assigns of such Person where the context so permits; and, unless the context otherwise
requires, the singular shall include the plural, the masculine shall include the feminine and
the neuter, and vice versa.
• Personal Property. The term "Personal Property" shall mean the Intangible Personal
Property and the Tangible Personal Property.
• Property. The term "Property" shall mean (i) the Improvements, (ii) the Personal Property,
and (iii) the Real Property.
• Real Property. The term"Real Property" shall mean that certain parcel of land upon which
the Club is located.
• Tangible Personal Property. The term "Tangible Personal Property" shall mean all
equipment, machinery, fixtures, furnishings, accessories, and other tangible personal property
placed or installed, or to be placed or installed, on or about the Real Property and used as a
part of or in connection with the operation of the Club.
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EXHIBIT B
LEGAL DESCRIPTION OF REAL PROPERTY
Parcel I
A parcel of land being a portion of the West half Section 3, Township 3 North, Range 1 West,
Boise Meridian, Meridian, Ada County, Idaho and more particularly described as follows:
Beginning at a brass cap marking the Southeast corner of the Northeast Quarter of Section 3,
Township 3 North, Range 1 West, Boise Meridian, Meridian, Ada County Idaho; thence along
the Southerly boundary of said Northeast Quarter of Section 3
North 88°55'29" West 2643.29 feet to a brass cap marking the Southwest corner of the Northeast
Quarter; thence leaving said Southerly boundary
North 75°30'00" West 190.00 feet to a 2" iron pipe; thence North 40°00'00" West 40.00 feet to
an iron pin; thence South 75°59'31" West 70.00 feet to an iron pin; thence South 25°00'00"
West 64.19 feet to an iron pin; thence
North 89°25'06" West 254.51 feet to a point, said point also being the REAL POINT OF
BEGINNING; thence continuing
North 89°25'06" West 100.01 feet to a point; thence South 00'30'11" West 407.92 feet to a
point; thence
South 68'54'11" East 276.46 feet to a point marking a point of curve; thence along a curve to the
right 59.46 feet, said curve having a central angle of 34'04'10", a radius of 100.00 feet, tangents
of 30.64 feet and a long chord of 58.59 feet bearing
South 51°52'06" East to a point marking a point of tangents; thence South 34°50'01"East
292.99 feet to a point; thence
South 89°48'41" East 147.34 feet to a point; thence North 35°00'00" West 109.03 feet to a
point; thence North 51°45'00" West 580.00 feet to a point; thence
North 00°29'44"East 335.18 feet to the POINT OF BEGINNING.
Parcel II
A parcel of land lying in portions of the South half of the North half and the North half of the
South half of Section 3, Township 3 North, Range 1 West, Boise Meridian, Meridian, Ada
County, Idaho and more particularly described as follows:
Beginning at a point marking the Northwest corner of the said North half of the South half of
Section 3; thence
South 89°25'06" East 2,077.73 feet along the Northerly boundary of the said North half of the
South half of Section 3 to a point also said point being the REAL POINT OF BEGINNING;
thence South 0°29'44" West 335.18 feet to a point; thence
South 51°45'00"East 580.00 feet to a point; thence South 35°00'00" East 285.33 feet to a point;
thence
South 22°15'00" West 60.05 feet to a point; thence
South 43°58'10" East 238.75 feet to a point; thence South 29°00'00" East 110.00 feet to a point;
thence
Management Agreement A-5
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Item#22.
North 61°00'00" East 81.19 feet to a point of curve; thence Northeasterly along a curve to the
left 147.14 feet, said curve having a central angle of 48°10'28", a radius of 175.00 feet, tangents
of 78.23 feet and a long chord of 142.84 feet bearing
North 36°54'46" East to a point of ending of curve; thence North 56°30'00" West 151.38 feet to
a point; thence North 41°30'00" West 203.92 feet to a point; thence North 17'15'00" West 94.14
feet to a point; thence
North 22'15'00" East 147.00 feet to a point; thence North 65°50'00" East 45.00 feet to a point;
thence South 87°20'00" East 78.40 feet to a point; thence South 68°00'00" East 61.48 feet to a
point; thence South 71°33'25" East 88.05 feet to a point; thence
South 60°00'00" East 108.33 feet to a point of beginning of curve; thence Northeasterly along a
curve to the right 139.32 feet, said curve having a central angle of 25°35'19", a radius of 311.95
feet, tangents of 70.84 feet and along chord of 138.16 feet bearing
North 56°12'20" East to a point of tangent; thence
North 69°00'00" East 115.08 feet to a point of curve; thence Northeasterly along a curve to the
left 125.75 feet, said curve having a central angle of 24°25'22", a radius of 295.00 feet, tangents
of 63.84 feet and a long chord of 124.80 feet bearing
North 56'47'19" East to a point of ending of curve; thence North 44°00'00" West 79.63 feet to a
point; thence
North 67°45'00" West 160.00 feet to a point; thence South 65°50'00" West 244.67 feet to a
point; thence North 50°30'00" West 114.35 feet to a point; thence North 44°00'00" East 90.00
feet to a point; thence North 17°00'00" West 175.00 feet to a point; thence North 12°00'00"East
280.00 feet to a point; thence North 77°30'00" West 170.00 feet to a point; thence
South 68°00'00" West 265.00 feet to a point marking the Northeast corner of the Southwest
Quarter of the said Section 3; thence
North 75°30'00" West 190.00 feet to a point; thence North 40°00'00" West 40.00 feet to a point;
thence South 75°59'31" West 70.00 feet to a point; thence
South 25°00'00" West 64.19 feet to a point on the said Northerly boundary of the North half of
the South half of Section 3; thence
North 89°25'06" West 254.51 feet along the said Northerly boundary of the North half of the
South half of Section 3 to the POINT OF BEGINNING.
EXCEPT that portion lying within the following subdivisions:
Cherry Lane Village No. 1 Subdivision, according to the plat thereof, filed in Book 44 of Plats at
Pages 3537 and 3538, records of Ada County, Idaho;
Cherry Lane Village No. 2 Subdivision, according to the plat thereof, filed in Book 46 of Plats at
Pages 3791 and 3792, records of Ada County, Idaho;
The Lake at Cherry Lane, according to the plat thereof filed in Book 52 of Plats at Pages 4569
and 4570, records of Ada County, Idaho;
The Lake at Cherry Lane No. 2, according to the plat thereof filed in Book 54 of Plats at Pages
4882 and 4883, records of Ada County, Idaho; The Lake at Cherry Lane No. 4 Subdivision,
according to the plat thereof, filed in Book 74 of Plats at Pages 7674 and 7675, records of Ada
County, Idaho.
Parcel III-A
A portion of the West half of Section 3, Township 3 North, Range 1 West, Boise Meridian,
Meridian, Ada County, Idaho, more particularly described as follows:
Management Agreement A-6
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Item#22.
Commencing at the corner common to Sections 4, 9, 10 and the said Section 3; thence North
0°38'11" East 2651.19 feet to the quarter corner common to said Sections 3 and 4 as same was
reestablished by LS 972 (CP &F Instrument No. 7852146, records of Ada County, Idaho); from
which the Northwest corner of said Section 3 bears North 0°38'27" East 2697.49 feet; thence
North 0°38'27" East 22.64 feet to a 5/8" iron pin; thence
South 88°55'31" East 379.53 feet to the REAL POINT OF BEGINNING; thence continuing
South 88°55'31" East 182.65 feet to a point; thence
South 8'18'10" East 440.66 feet to a point; thence South 16'18'25" West 218.04 feet to a point;
thence North 89'13'51" East 540.22 feet to a point; thence North 71°43'34" East 442.46 feet to a
point; thence North 10°33'50" East 487.84 feet to a point; thence South 88°55'31" East 124.84
feet to a point; thence
South 50°38'25" East 89.99 feet to a point; thence 165.33 feet along the arc of a curve to the
right, having a radius of 250.25 feet, a central angle of 37°51'08", and a long chord bearing
South 31°42'52" East 162.34 feet to a point; thence
North 89°29'44" West 120.24 feet to a point; thence South 4'27'17" East 80.30 feet to a point;
thence South 0°30'16" West 230.52 feet to a point; thence South 10°31'20" West 123.51 feet to
a point; thence South 30°14'07" West 119.57 feet to a point; thence South 50°50'29" West
134.39 feet to a point; thence South 71°28'48" West 120.64 feet to a point; thence South
82°45'52" West 225.84 feet to a point; thence South 89°02'57" West 67.30 feet to a point;
thence North 89°10'41" West 825.06 feet to a point; thence North 77°29'20" West 148.07 feet to
a point; thence
North 89°10'41" West 160.40 feet to a point lying 65.00 feet East of the West boundary of said
Section 3; thence along a line 65.00 feet East of and parallel to the West boundary of said
Section 3
North 0'38'11"East 247.64 feet to a point, thence South 89°21'49" East 156.03 feet to a point;
thence North 45'03'16" East 163.61 feet to a point; thence
North 5°39'31" East 502.42 feet to the POINT OF BEGINNING.
Parcel III-B
A portion of the West half of Section 3, Township 3 North, Range 1 West, Boise Meridian,
Meridian, Ada County, Idaho, more particularly described as follows:
Commencing at the corner common to Sections 4, 9, 10 and the said Section 3; thence North
0°38'11" East 2651.19 feet to the quarter corner common to said Sections 3 and 4 as same was
reestablished by LS 972 (CP & F Instrument No. 7852146, records of Ada County,
Idaho); from which the Northwest corner of said Section 3 bears North 0°38'27" East 2697.49
feet; thence
North 0°38'27" East 22.64 feet to a 5/8" iron pin; thence
South 88°56'31" East 1977.72 feet to a 5/8" iron pin and the REAL POINT OF BEGINNING;
thence
South 0°30'15" West 413.59 feet to a point; thence North 68'54'11" West 26.71 feet to a point;
thence
North 0°30'15" East 217.93 feet to a point; thence 211.88 feet along the arc of a curve to the left,
having a radius of 249.75 feet, a central angle of 48°36'25" and a long chord bearing North
23°47'57" West 205.58 feet to a point; thence
South 88°55'31"East 109.62 feet to the POINT OF BEGINNING.
Management Agreement A-7
Lakeview Golf Club
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Page 451
Item#22.
Parcel IV-A
A portion of the Southwest Quarter of the Northwest Quarter of Section 3, Township 3 North,
Range 1 West; Boise Meridian, Meridian, Ada County, Idaho, more particularly described as
follows:
Commencing at the corner common to Sections 4, 9, 10 and the said Section 3; thence North
0°38'11" East, 2651.19 feet to the quarter corner common to said Section 3 and 4 as same was
reestablished by LS 972 (CP & F Instrument No. 7852146, records of Ada County,
Idaho); from which the Northwest corner of said Section 3 bears North 0°38'27" East, 2697.49
feet; thence
North 0°38'27" East 22.64 feet to a 5/8" iron pin; thence
South 88°55'31" East, 379.53 feet to the REAL POINT OF BEGINNING; thence
North 5°39'31" East, 290.28 feet to a point; thence 46.45 feet along the arc of a nontangent curve
to the right, having a radius of 250.00 feet, a central angle of 10°38'46", and a long chord
bearing
South 49°22'43" East, 46.39 feet to a point; thence
South 44°03'20" East, 136.41 feet to a point; thence South 8'18'10" East, 165.80 feet to a point;
thence
North 88°55'31" West, 182.65 feet to the POINT OF BEGINNING.
Parcel IV-B
A portion of Government Lot 4 and the Southwest Quarter of the Northwest Quarter of Section
3, Township 3 North, Range 1 West Boise Meridian, Meridian, Ada County, Idaho more
particularly described as follows:
Commencing at the corner common to Sections 4, 9, 10 and the said Section 3; thence North
0'38'11"East, 2651.19 feet to the quarter corner common to said Section 3 and 4 as same was
reestablished by LS 972 (CP & F Instrument No. 7852146, records of Ada County, Idaho); from
which the Northwest corner of said Section 3 bears North 0°38'27"East, 2697.49 feet; thence
North 0°38'27" East 22.64 feet to a 5/8" iron pin; thence
South 88°55'31" East, 834.71 feet to a point; thence
North 1°04'29"East, 77.45 feet to the REAL POINT OF BEGINNING; thence 199.31 feet along
the arc of curve to the right having a radius of 270.00 feet, a central angle of 42'17'41" and a
long chord bearing
North 65'12'11" West, 194.81 feet to a point; thence North 44°03'20" West, 198.06 feet to a
point; thence North 37°38'05" East, 125.90 feet to a point; thence North 4°26'20" West, 178.94
feet to a point; thence North 49°13'43" West, 619.18 feet to a point; thence North 89°21'33"
West, 39.72 feet to a point; thence North 0°38'27"East, 178.61 feet to a point; thence South
89°21'33" East, 104.94 feet to a point; thence North 26°46'55" East, 463.73 feet to a point;
thence North 13°05'08" East, 186.18 feet to a point; thence South 89°23'04" East, 221.37 feet to
a point; thence South 0°36'56" West, 30.00 feet to a point; thence North 89°23'04" West, 114.43
feet to a point; thence South 10'38'11" West, 162.48 feet to a point; thence South 5°36'09"East,
160.95 feet to a point; thence South 48°58'55" West, 66.41 feet to a point; thence South
10'49'04" West, 123.62 feet to a point; thence South 12°00'00" East, 85.00 feet to a point;
thence South 53°26'21" East, 142.60 feet to a point; thence South 6°51'51" West, 151.05 feet to
a point; thence South 41°14'14" East, 171.06 feet to a point; thence South 89°12'26" East,
122.33 feet to a point; thence South 43°03'05"East, 60.00 feet to a point; thence
South 0°36'15" West, 671.50 feet to the POINT OF BEGINNING.
Management Agreement A-8
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Ver.03252019
Page 452
Item#22.
Parcel IV-C
A portion of the Northwest Quarter of Section 3, Township 3 North, Range 1 West, Boise
Meridian, Meridian, Ada County, Idaho, more particularly described as follows:
Commencing at the corner common to Sections 4, 9, 10 and the said Section 3; thence North
0°38'11" East, 2651.19 feet to the quarter corner common to said Sections 3 and 4 as same was
reestablished by LS 972 (CP & F Instrument No. 7852146, records of Ada County,
Idaho); from which the Northwest corner of said Section 3 bears North 0°38'27" East, 2697.49
feet; thence
North 0°38'27"East 22.64 feet to a 5/8' iron pin; thence South 88°55'31" East, 1784.61 feet to a
point; thence
North 1°04'29"East, 303.15 feet to the REAL POINT OF BEGINNING; thence North
66°28'40" West, 157.70 feet to a point; thence
North 56°56'39" West, 717.37 feet to a point; thence North 89°23'44" West, 36.12 feet to a
point; thence
North 0°36'28" East, 5.00 feet to a point; thence 154.59 feet along the arc of a nontangent curve
to the left, having a radius of 225.00 feet, a central angle of 39°22'00", and a long chord bearing
North 19°04'45" West, 151.57 feet to a point; thence North 38°45'45" West, 39.00 feet to a
point; thence North 51°14'15" East, 110.00 feet to a point; thence North 26°1 l'31" West, 134.78
feet to a point; thence North 4°04'20" West, 277.45 feet to a point; thence North 31°46'35"
West, 241.56 feet to a point; thence North 0°36'56" East, 132.59 feet to a point; thence North
89°23'04" West, 110.00 feet to a point; thence North 0°36'56" East, 30.00 feet to a point; thence
South 89°23'04"East, 175.94 feet to a point; thence South 78°05'29" East, 71.13 feet to a point;
thence South 63'13'16" East, 65.34 feet to a point; thence South 56°28'32" East, 79.07 feet to a
point; thence South 53°15'09" East, 86.07 feet to a point, thence South 429 1'18" East, 70.53
feet to a point; thence South 35°28'22" East, 77.08 feet to a point; thence South 5°49'06"East,
249.89 feet to a point; thence South 8'16'07"East, 125.42 feet to a point; thence South
13°56'20" East, 266.06 feet to a point; thence South 42°43'29" East, 283.07 feet to a point;
thence North 61°49'13" East, 165.37 feet to a point; thence North 11'00'42" West, 399.24 feet
to a point; thence South 89°18'49" East, 398.40 feet to a point; thence South 79°02'15" East,
61.16 feet to a point; thence South 60'40'15"East, 164.39 feet to a point; thence South
85°10'18" East, 136.30 feet to a point; thence South 0'30'15" West, 235.93 feet to a point;
thence
North 89°29'45" West, 80.00 feet to a point; thence South 78°33'49" West, 182.71 feet to a
point; thence South 11'45'15" West, 185.77 feet to a point; thence
South 0°30'15" West, 154.10 feet to a point; thence 288.86 feet along the arc of a nontangent
curve to the left, having a radius of 425.00 feet, a central angle of 38°56'31", and a long chord
bearing
South 63'04'11" West, 283.33 feet to the POINT OF BEGINNING.
EXCEPTING THEREFROM:
A portion of the Northwest quarter of Section 3, Township 3 North, Range 1 West, Boise
Meridian, Ada County, Idaho and more particularly described as follows:
Beginning at a brass cap marking the Northeast corner of the Northwest quarter of Section 3,
Township 3 North, Range 1 West, Boise Meridian, Ada County, Idaho;
thence along the Easterly boundary of the said Northwest quarter of Section 3,
South 00°27'29" West 1,365.57 feet to an iron pin marking the Southeast corner of the Northeast
quarter of the Northwest quarter of Section 3, said iron pin also being on the Northerly boundary
Management Agreement A-9
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Page 453
Item#22.
of The Lake at Cherry Lane No. 4 Subdivision as filed for record in the office of the Ada County
Recorder, Boise, Idaho, in Book 74 of Plats at Pages 7674 and 7675;
thence leaving said Easterly boundary and along the said Northerly boundary of The Lake at
Cherry Lane No. 4 Subdivision,
North 89°18'58" West 301.76 feet to an iron pin marking the Northwest corner of said The Lake
at Cherry Lane No. 4 subdivision; thence leaving said Northerly boundary and along the
Westerly boundary of said The Lake at Cherry Lane No. 4 Subdivision,
South 00'30'18" West 486.13 feet to an iron pin, said iron pin being the Real Point of
Beginning; thence continuing along said Westerly boundary,
South 00°30'18" West 19.38 feet to a point; thence leaving said Northwesterly boundary,North
89°29'45" West 79.95 feet to a point; thence
South 78°33'49' West 182.71 feet to a point; thence North 11'45'06" East 20.62 feet to a point;
thence North 78°53'05" East 183.47 feet to a point; thence
South 89°29'54"East 74.99 feet to the Point of Beginning.
FURTHER EXCEPTING THEREFROM:
A portion of the Northwest quarter of Section 3, Township 3 North, Range I West, Boise
Meridian, Meridian, Ada County, Idaho and more particularly described as follows:
Beginning at a brass cap marking the Northeast corner of the Northwest quarter of Section 3,
Township 3 North, Range 1 West, Boise Meridian, Meridian Ada County, Idaho;
thence along the Easterly boundary of the said Northwest quarter of Section 3,
South 00°27'2.9" West 1,365.57 feet to an iron pin marking the Southeast corner of the
Northeast quarter of the Northwest quarter of Section 3, said iron pin also being on the
Northerly boundary of The Lake at Cherry Lane No. 4 Subdivision as filed for record in the
office of the Ada County Recorder, Boise, Idaho, in Book 74 of Plats at Pages 7674 and 7675;
thence leaving said Easterly boundary and along the said Northerly boundary of The Lake at
Cherry Lane No. 4 Subdivision,
North 89°18'58" West 301.76 feet to an iron pin marking the Northwest corner of said The Lake
at Cherry Lane No. 4 subdivision;
thence leaving said Northerly boundary and along the Westerly boundary of said The Lake at
Cherry Lane No. 4 Subdivision,
South 00°30'18" West 486.13 feet to an iron pin; thence leaving said Westerly boundary North
89°29'54" West 74.97 feet to an iron pin; thence
South 78°53'05" West 183.47 feet to an iron pin, said iron pin being the Real Point of
Beginning; thence South 11°45'06" West 206.39 feet to an iron pin; thence
South 00°30'06" West 154.08 feet to an iron pin, thence
Southwesterly 24.54 feet along the arc of a curve to the left said curve having a radius of 425.00
feet, a central angle of 03'18'29", and a long chord bearing
South 80°53'03" West 24.54 feet, to a point on the Easterly right of way of the Eight Mile
Lateral;
thence along said Easterly right of way
North 00°42'19" East 347.61 feet to a point; thence leaving said Easterly said right of way North
78°53'05" East 64.54 feet to the Real Point of Beginning.
Management Agreement A-10
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Ver.03252019
Page 454
Item#22.
Parcel IV-D
A portion of the Southeast Quarter of the Northwest Quarter of Section 3, Township 3 North,
Range 1 West, Boise Meridian, Meridian, Ada County, Idaho, more particularly described as
follows:
Commencing at the corner common to Sections 4, 9, 10 and the said Section 3; thence North
0°38'11" East, 2651.19 feet to the quarter corner common to said Sections 3 and 4 as same was
reestablished by LS 972 (CP & F Instrument No. 7852146, records of Ada County,
Idaho); from which the Northwest corner of said Section 3 bears North 0°38'27" East, 2697.49
feet; thence
North 0°38'27" East 22.64 feet to a 5/8" iron pin; thence
South 88°55'31" East, 1614.53 feet to the REAL POINT OF BEGINNING; thence
North 10°33'50" East, 72.37 feet to a point; thence 129.52 feet along the arc of a nontangent
curve to the right, having a radius of 600.00 feet, a central angle of 12°22'07", and a long chord
bearing
South 56°49'29"East, 129.27 feet to a point; thence South 50°38'25" East, 4.33 feet to a point;
thence
North 88°55'31" West, 124.84 feet to the POINT OF BEGINNING.
Parcel IV-E
A portion of the Southeast Quarter of the Northwest Quarter of Section 3, Township 3 North,
Range 1 West, Boise Meridian, Meridian, Ada County, Idaho, more particularly described as
follows:
Commencing at the corner common to Sections 4, 9, 10 and the said Section 3; thence North
0'38'11" East, 2651.19 feet to the quarter corner common to said Sections 3 and 4 as same was
reestablished by LS 972 (CP & F Instrument No. 7852146, records of Ada County,
Idaho); from which the Northwest corner of said Section 3 bears North 0°38'27" East, 2697.49
feet; thence
North 0°38'27" East 22.64 feet to a 5/8" iron pin; thence
South 88°55'31"East, 1977.72 feet to a 5/8" iron pin and the REAL POINT OF BEGINNING;
thence
North 88°55'31" West 109.62 feet to a point; thence 11.06 feet along the arc of a nontangent
curve to the left, having a radius of 249.75 feet, a central angle of 29 2'16", and a long chord
hearing
North 49'22'17" West, 11.06 feet to a point; thence
North 50°38'25" West, 94.32 feet to a point; thence 60.45 feet along the arc of a curve to the left,
having a radius of 680.00 feet, a central angle of 5°05'36", and a long chord bearing North
53°11'13" West, 60.43 feet to a point; thence 30.13 feet along the arc of a curve to the right,
having a radius of 20.00 feet, a central angle of 86'18'50", and a long chord bearing North
12°34'36" West, 27.36 feet to a point; thence
North 30°34'50" East, 84.13 feet to a point; thence 269.77 feet along the arc of a curve to the
right, having a radius of 375.00 feet, a central angle of 41°13'04", and a long chord bearing
North 51'11'21" East, 263.99 feet to a point; thence
South 0°30'15" West, 369.89 feet to the POINT OF BEGINNING.
Management Agreement A-11
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Ver.03252019
Page 455
Item#22.
Parcel V
Lots 1 and 52 in Block 5, and Lot 11 in Block 9 of Cherry Lane Village No. 1 Subdivision,
according to the plat thereof filed in Book 44 of Plats at Pages 3537 through 3538, records of
Ada County, Idaho.
Parcel VI
Lots 12 and 21 in Block 9 and Lot 4 in Block 11 and Lot 53 in Block 5 of Cherry Lane Village
No. 2 Subdivision, according to the plat thereof, filed in Book 46 of Plats at Pages 3791 and
3792, records of Ada County, Idaho.
Parcel VII
Lot 83 in Block 5 and Lot 14, in Block 13 Cherry Lane Village No. 3 Subdivision according to
the official plat thereof filed in Book 58 of Plats at Pages 5473 through 5475, records of Ada
County, Idaho.
EXCEPTING THEREFROM that portion of Lot 83 in Block 5 of the proposed Cherry Lane
Village No. 3 Subdivision located in the SE '/4 of Section 3, T. 3N., R. 1W., B.M., Ada County,
Idaho, and more particularly described as follows:
Beginning at a brass cap marking the Southeast corner of said SE 1/4; thence
North 00°19'11"East 451.29 feet along the Easterly boundary of said SE 1/4 and the centerline of
Ten Mile Road to a point marking the intersection of the centerline of the proposed Woodmont
Drive and said centerline of Ten Mile Road; thence along the following courses and distances
along said proposed centerline of Woodmont Drive;
North 89°40'49" West 136.00 feet to a point of curve; thence Northwesterly along a curve to the
right 54.87 feet, said curve having a central angle of 21°40'49", a radius of 145.00 feet, tangents
of 27.77 feet and a long chord of 54.54 feet bearing North 78°50'25" West to a point of tangent,
thence
North 68°00'00" West 171.40 feet to a point of curve; thence Northwesterly along a curve to the
left 78.86 feet, said curve having a central angle of 25°49'14", a radius of 175.00 feet, tangents
of 40.11 feet and a long chord of 78.20 feet bearing North 80°54'37" West to a point of ending
of curve; thence leaving said proposed centerline of Woodmont Drive along a non- tangent line,
South 05°35'15" West 25.40 feet to a point marking the Northwesterly corner of Lot 84, Block 5
of said proposed Cherry Lane Village No. 3 Subdivision, also said point being on the
Southwesterly right-of-way line of said proposed Woodmont Drive, said point also being the
REAL POINT OF BEGINNING;
thence continuing South 05°35'15" West 66.64 feet along the Westerly boundary of said Lot 84,
Block 5 to a point marking the Southwesterly corner of said Lot 84, Block 5, also said point
being on the Southerly boundary of said proposed Cherry Lane Village No. 3 Subdivision;
thence North 60°50'49" West 3.00 feet along said Southerly boundary of the proposed Cherry
Lane Village No. 3 Subdivision to a point; thence leaving said Southerly boundary,
North 05°13'51" West 62.96 feet to a point on said Southerly right-of-way line of proposed
Woodmont Drive, also said point being a point on curve;
thence Northeasterly along a non-tangent curve to the right along said Southerly right-of-way
line of proposed Woodmont Drive 15.01 feet, said curve having a central angle of 05°44'02", a
radius of 150.00 feet, tangents of 7.51 feet and a long chord of 15.00 feet bearing North
81°43'36" East to the POINT OF BEGINNING.
Management Agreement A-12
Lakeview Golf Club
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Ver.03252019
Page 456
Item#22.
Parcel VIII
Lot 28 in Block 11 and Lot 39 in Block 13 Cherry Lane Village No. 4 Subdivision according to
the official plat thereof filed in Book 63 of Plats at Pages 6376 and 6377, records of Ada County,
Idaho.
Parcel IX
Lot 9 in Block 1 of Record of Survey No. 802 of adjusted lot lines for Lots 8, 9 and 10, in Block
1 of The Lake at Cherry Lane, according to the plat thereof, filed in Book 52 of Plats at Pages
4569 and 4570, records of Ada County, Idaho.
EXCEPT that portion lying within the original Lot 8.
Parcel X
Lot 5 in Block 1 and Lot 13 in Block 2, The Lake at Cherry Lane No. 2, according to the official
plat thereof, filed in Book 54 of Plats at Pages 4882 and 4883, records of Ada County, Idaho.
Parcel XI
Lot 24 in Block 2 of The Lake at Cherry Lane No. 3 Subdivision according to the official plat
thereof filed in Book 70 of Plats at Pages 7167 and 7168, records of Ada County, Idaho.
Parcel XII
Lot 19 in Block 1 and Lot 46 in Block 2 of The Lake at Cherry Lane No. 4 Subdivision,
according to the official plat thereof, filed in Book 74 of Plats at Page 7674 and 7675, records of
Ada
County, Idaho.
Management Agreement A-13
Lakeview Golf Club
09.24.20swk
Ver.03252019
Page 457
Item#22.
EXHIBIT C
INSURANCE PROVISIONS
1. Club Insurance. During the Term, KSM shall secure, the cost of which shall be an
Operating Expense, the following insurance covering its on-site activities under this Agreement:
(A) Property Insurance covering loss or damage to the buildings, structures or other
Improvements, contents, equipment and supplies. Lessee shall provide KSM with the
appropriate written specifications for all property to be insured under such policy. Lessee
understands that coverage for flood, earthquake or wind damage shall be excluded from
coverage and damages connected with such events shall be an Operating Expense. Upon
Lessee's written request,KSM will attempt to obtain coverage for flood,earthquake and/or
wind damage and, if available, such coverage shall be an Operating Expense.
The foregoing Property Insurance shall include Business Interruption, Loss of Income and
Extra Expense Insurance that will reimburse Lessee and KSM for direct and indirect loss
of earnings attributable to six months of business interruption and for the actual loss
sustained until the structures are substantially rebuilt after an insured property loss.
(B) Commercial General Liability and Umbrella/Excess Liability Insurance providing
coverage for bodily injury and property damage arising in connection with the operation
of the Club or on the Property and including coverage for contractual liability providing
limits of not less than:
Bodily Injury and Property Damage Liability - $5,000,000 each occurrence
Personal Injury and Advertising Liability - $5,000,000 per person or per
organization
General Policy Aggregate - $5,000,000
Products Liability/Completed Operations Aggregate - $5,000,000
(C) Commercial Business Automobile Liability Insurance including coverage for all
owned, non-owned, and hired vehicles providing coverage for bodily injury and property
damage liability with combined single limits of not less than$1,000,000.
(D) Commercial Liquor Liability/Dram Shop Insurance including coverage for damages
arising out of the selling, serving or furnishing of any alcoholic beverage with a limit of
$5,000,000 per occurrencel5,000,000 aggregate limit or the minimum limits required by
statute if higher.
Special Note: the limits of liability specified in B, C and D above can be satisfied through
a combination of primary, umbrella or excess liability policies, provided that the coverage
under such umbrella or excess liability policies is at least as broad as the primary coverage.
(E) Employment Practices ("EPLI") of not less than $5,000,000 each occurrence.,
Management Agreement A-14
Lakeview Golf Club
09.24.20swk
Ver.03252019
Page 458
Item#22.
(F) Crime Liability Insurance covering all employees who have access to or
responsibility for or who handle Lessee funds of not less than$3,000,000 each occurrence
(G) Workers' Compensation Insurance in such amounts that comply with applicable
statutory requirements, and Employer's Liability limits, of not less than $1,000,000 per
accident, $1,000,000 disease-policy limit, and $1,000,000 disease each employee.
(H) Pollution Liability/Environmental Impairment of not less than $3,000,000 per
accident/aggregate limit.
All such insurance coverage maintained by KSM (except as set forth in(E), (F), (G) and
(H)) shall name Lessee as additional insured to the extent of the indemnification by KSM under
Section 7.2 of this Agreement and shall be maintained with insurance companies rated at least A-
by Best Key Rating Guide and shall be licensed to do business in the state in which the Property
is located. KSM shall deliver to Lessee certificates of such insurance evidencing the required
policies. Lessee acknowledges that KSM has made no representations or warranties that the
above coverages are sufficient to fully protect Lessee.
2. Lessee Provided Insurance. In addition to the insurance to be maintained by KSM
as described above, Lessee shall maintain, at Lessee's sole cost and expense, with insurance
companies licensed to do business in the state where the Property is located, sufficient insurance
as Lessee deems necessary. Lessee shall deliver to KSM certificates of insurance evidencing the
above-required policies.
Management Agreement A-15
Lakeview Golf Club
09.24.20swk
Ver.03252019
Page 459