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HomeMy WebLinkAbout119-00 Ordinance RECORD OF ORDINANCES Detyton Legal Blank Co Form No. 30043 Ordinance No..........1.1.9.-0.0 Passed AN ORDINANCE APPROVING AND AUTHORIZING THE CITY MANAGER AND DIRECTOR OF FINANCE TO EXECUTE A GROUND LEASE AND OPERATING AGREEMENT WITH TARTAN GOLF COMPANY, WAIVING RELATED COMPETITIVE BIDDING REQUIREMENTS, AND DECLARING AN EMERGENCY. WHEREAS, the City is desirous of encouraging and promoting development within the City of open space, parkland and public recreation facilities, all generally designed to improve the quality of life of residents of the City, and improving the economic welfare of the people of the City as authorized in Article VIlI, Section 13 of the Ohio Constitution; and WHEREAS, in connection with the proposed development of certain property in the southwestern portion of the City (the "Property"), the City and Edwards Golf Communities LLC ("Edwards") previously entered into a Development Agreement dated August 14, 2000 (the "Development Agreement") which generally provided for that development, including a commitment by Edwards to transfer a portion of the Property to the City to provide for the construction of a public golf course; and WHEREAS, this Council has found that the City and generally all of its residents, and particularly those in the southwestern sector of the City, will benefit from a publicly owned golf course, public park, and other improvements to be made to the Property, including improvements to the streets and roadways in the Property; and WHEREAS, this Council has further found that the provision for a public golf course would best be undertaken by entering into a Ground Lease and Operating Agreement with a private entity for the construction and operation of the public golf course; and WHEREAS, this Council finds that it is in the best interest of the City to enter into a Ground Lease and Operating Agreement with the Tartan Golf Company ("Tartan") to provide for the construction and operation of the public golf course and has determined to provide for the execution and delivery of a Ground Lease and Operating Agreement with Tartan; and NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Franklin, Union and Delaware Counties, Ohio, that: Section 1. The Ground Lease and Operating Agreement by and between the City and Tartan, in the form presently on file with the Clerk of Council, providing for, among other things, the construction and operation of a public golf course upon a portion of the Property, is hereby approved and authorized with changes therein not inconsistent with this Ordinance and not substantially adverse to this City and which shall be approved by ~ the City Manager and Director of Finance. The City Manager and Director of Finance, for and in the name of this City, are hereby authorized to execute that Ground Lease and Operating Agreement, provided further that the approval of changes thereto by those officials, and their character as not being substantially adverse to the City, shall be evidenced conclusively by their execution thereof. This Council further authorizes the City Manager and the Director of Finance, for and in the name of the City, to execute any amendments to the Ground Lease and Operating Agreement, which amendments are not inconsistent with this Ordinance and not substantially adverse to this City. Section 2. This Council finds and determines that it is in the best interest of the City to waive any competitive bidding requirement with respect to entering into and implementing the Ground Lease and Operating Agreement, and directs that those RECORD OF ORDINANCES D vton Legal Blank Co. Form No. 30043 Ordinance No...........}..}9-00 Passed .................................page..2..............., requirements be so waived as permitted by Section 8.04 of the City's Charter. Section 3. This Council further hereby authorizes and directs the City Manager, the Clerk of Council, the Director of Law, the Director of Finance, or other appropriate officers of the City to prepare and sign all agreements and instruments and to take any other actions as may be appropriate to implement this Ordinance. Section 4. This Council further hereby finds and determines that all formal actions of this Council concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council and that all deliberations of this Council that resulted in those formal actions were in meetings open to the public in compliance with the law. Section 5. This Ordinance is declared to be an emergency measure necessary for the immediate preservation of the public peace, health, safety and welfare of the City, and for the further reason that this Ordinance is required to be immediately effective in order to proceed with the execution and delivery of the Ground Lease and Operating Agreement, which is necessary to timely begin construction of the golf course for completion in compliance with the City's commitments under the Development Agreement to improve the parks and recreational opportunities for, and improve the economic welfare of the people of the City; wherefore, this Ordinance shall be in full force and effect immediately upon its passage. Signed: Ma - residing Officer Attest: ~ Clerk of Council Passed: ~C !G , 2000 Effective: ~C~• ~ , 2000 1 hereby certify that cnpies o~ t6~~is ~rd'iza!~ce/Resalution vrera, ~osteci in the City of Dublin in aaordance wit'1 S~tien 731.25 of the ~tiio Revised Cade, Q,oo~ Cle of Council, Dublin, ©hia kpmg MEMORANDUM To: The Dublin City Council Date: September 29, 2(100 Timothy Hansley -City Manager From: Thomas L. Bruff - KPMG Ref: P:IUSERS\TBRUFF\WP\CtyODbin\DTGCAgMm.doc Subject: Golf Development Agreement between City of Dublin and Tartan Golf Company Ladies and Gentlemen: Early on in the golf project, I worked with the staff to define success. After some discussion, the conclusion was that the goal was to develop a quality golf project that would benefit the citizens without exposing the City to business or financial risk. In my opinion, they have succeeded. Let me tell you why. Tl:e course will be financed privately without City funds or guarantees. This is atypical in the golf business. The great preponderance of golf managers and operators are not willing to risk their capital to develop a project which will ultimately be the property of someone else. I gave this approach a low probability of success. This agreement proves me wrong. The Tartan Golf Company (TGC) seems knowledgeable about all aspects of golf development and operations. Interviews with management and review of their operating project, the Tartan Golf Club, indicate that they did a good job in developing Tartan Golf and are doing a good job operating it. The clubhouse is designed well and sized correctly. It has a rich feel and yet construction and FF&E budgets were not extravagant. The golf course has a challenging yet fair design which was w~* well executed by a renowned company -Arnold Palmer Golf Design. Those in senior management positions are experienced in golf operations. The marketing program was well conceived and executed. The club looks good and operates efficiently with a high level of services and it is important to note that the ownership and management of TGC are local people. The City has crafted a document that provides control in the critical areas. For example: ¦ TGC is precluded from placing any liens on the property without City approval. ¦ Financing and construction of the project are held to strict timetables. ¦ Maintenance standards are specific and will be delineated in a maintenance standards manual. ¦ Yearly maintenance and repairs budget for the project are mandated. This insures a golf project that is commensurate with the quality of life in the City for the long-term. • TGC indemnifies the City against any and all liabilities, obligations, claims and damages. ¦ TGC cannot assign or sublease the property without agreement from the City. ¦ The driving range cannot be lighted and can only be used as an ancillary facility by those who will be playing golf. w~ . J Memo To: Dublin City Council Page 2 Timothy Hansley -City Manager Date• September 29 2000 ¦ The designers of the golf course, Hurzdan/Fry have been designated. They are an excellent choice. ¦ The project that will be developed is specifically described in the agreement. ¦ TGC's business plan will be reviewed annually by the City. ,y- In any default situation, the City has the priority right but not the obligation to cure. The agreement provides specific benefits for the citizens of Dublin. ¦ There is a 20% discount to citizens who wish to play golf during peak times and 25% at non-peak times. ¦ TGC will institute specific golf programs for juniors, women and non-traditional golfers in the City. ¦ 'The public high schools in Dublin will have use of the golf facilities without charge for a reasonable amount of time. ¦ At the end of the term, the golf facilities become the property of the City. This agreement, in my opinion, accomplishes the aforementioned goals while still being fair and providing the golf operator incentive to do a good job and operate a high quality golf project. I look forward to attending the City Council meeting on October 16`~ and answering any questions you might have. If you have any questions in the interim, don't hesitate to call me at 214-840-2238. TLB ad ..,..M..~~... v Division of Economic Development 5800 Shier-Rings Road • Dublin, Ohio 43016-1236 m CITY OF DUBLIN Phone: 614-410-4600 ~ Fax: 614-761-6506 Me 111 To: Dublin City Council From: Timothy C. Hansley, City Manager ~ Date: October 13, 2000 Re: Ordinance No. 119-00 Initiated by: Frank Ciarochi, Assistant City Manager/Director ofDevelopment Marsha Grigsby, Director of Finance Steve Smith, Director of Law Michael Stevens, Director of Economic Development Attached is a revised Ground Lease and Operating Agreement that is marked to show changes. As a result of City Council comments from the October 2, 2000 meeting, staff has worked with the Tartan Golf Company (TGC) to address the following concerns: 1. Project specifications/description: Language was added that states the golf facilities will be as good as or better than Cooks Creek Golf Club, Bent Tree Golf Club, and the Royal American Golf Links. 2. Right of First Refusal: Additional language has been added to the agreement providing the City with a right of first refusal if TGC desires to sell or transfer the entire project facilities or parts of the project facilities. ~ 3. Cif use of clubhouse facility: TGC agreed to waive the facility rental fee for four (4) meetings per year. 4. Schools: Since the intent of the agreement was to permit the use of the facilities by Hilliard High Schools, the language has been revised to specifically address public high school golf teams located within the school districts serving the residents of the City. 5. specific Golf Programs: TGC has provided an example of junior and other special golf programs that could be offered. The example is referred to as Exhibit C. 6. Rates length and discount: TGC felt that it was not in its best financial interest to make any changes to the agreement language on rates, length of lease, and the Dublin resident discount. 7. Namin~~ity Recognition: TGC would like to name the facility The Golf Club of Dublin. TGC also agreed to revise the agreement to include its best efforts to recognize C:\WINDOWS\TEMP\COUNCIL MEMO -GOLF COURSE THIRD PARTY DEVELOPMENT AGREEMENT REVISIONS.DOC the City of Dublin's association with the development of the golf club. g. Non Discriminatory lause: Use of the facility has been added to the non- discriminatory language. It is important that the City's costs associated with the Edwards Development are not shifted to the golf course. The City will spend an estimated $6.5 million on the roads that will serve as thoroughfares. It is also important to keep in mind that roadway improvements would have eventually been completed in this area. The City Engineer had previously estimated that the City's cost for improvements to Woerner-Temple Road, as identified in the Community Plan, would have been $6 million. Of the estimated $6.5 million, up to $1.6 million will be paid from special assessments levied on the residential property within the development. The City, in partnership with the Edwards Companies, is purchasing the golf course land for $1.5 million and TGC will be paying for 100% of the cost to develop the golf course. The golf course is a component of the redevelopment of the SW area and will be advantageous in that it will increase the value of the area for all residents. Tom Bruff, KPMG -Golf Industry Practice, who has been working as a consultant for the City throughout the process of obtaining a third party golf course developer will be in attendance Monday evening to answer any questions you might have regarding the agreement. C:\WINDOWS\TEMP\COUNCIL MEMO -GOLF COURSE THIRD PARTY DEVELOPMENT AGREEMENT [tEVISIONS.DOC ~ _ ~ , ~ _ d ' Draft: October l2, 2000 (marked to show changes from the draft dated September 28, 2000) GROUND LEASE AND OPERATING AGREEMENT between CITY OF DUBLIN, OHIO and TARTAN GOLF COMPANY (Golf Course Project) Dated as of October 2000 Filed on 2000 at _.m., E.D.S.T. as Instrument No. in Volume ,Page of the Franklin County, Ohio Official Records. ~,M .y Draft: October 12, 2000 (marked to sho;v changes) INDEX (The Index is not a part of this Lease and is only for convenience of reference.) Page Recitals 1 ARTICLE I DEFINITIONS Section 1.1 Use of Defined Terms 2 Section 1.2 Definitions 2 Section 1.3 Interpretation 5 Section 1.4 Captions and Headings 5 ARTICLE II LEASE AND USE OF PROPERTY; LEASE TERM Section 2.1 Lease of Property 6 Section 2.2 Use of Property 6 Section 2.3 Lease Term 7 ARTICLE III RENT Section 3.1 Rent 8 Section 3.2 Place of Payment 8 Section 3.3 Representations and Covenants of the Lessee ARTICLE IV CONSTRUCTION, MAINTENANCE AND USE OF PROPERTY AND PROJECT FACILITIES Section 4.1 Construction 9 Section 4.2 Name 10 Section 4.3 Maintenance and Use of Property 10 Section 4.4 Improvements 12 Section 4.5 Personal Property 13 Section 4.6 Removal of Property 13 Section 4.7 Environmental Matters 13 Section 4.8 Indemnification 13 Section 4.9 Prevailing Wages 14 Section 4.10 Compliance with Legal and Insurance Requirements 14 Section 4.11 Zoning 14 -i- w.• Draft: October 12, 2000 (marked to show changes) ARTICLE V TAXES, MECHANICS' LIENS, INSURANCE AND UTILITIES Section 5.1 Payment of Taxes and Other Governmental Charges 15 Section 5.2 Mechanics' and Other Liens 15 Section 5.3 Insurance 15 Section 5.4 Contractual Liability Insurance 16 Section 5.5 Workers' Compensation Coverage 16 Section 5.6 Payment by the Lessor 1 Section 5.7 Waiver of Subrogation 16 Section 5.8 Utilities 16 ARTICLE VI DAMAGE, DESTRUCTION AND CONDEMNATION Section 6.1 Damage to Property and Project Facilities 17 Section 6.2 Use of Insurance Proceeds 17 Section 6.3 Appropriation 17 ARTICLE VII FURTHER REPRESENTATIONS AND AGREEMENTS RESPECTING THE PROPERTY AND THE LESSEE Section 7.1 Right of Access 18 Section 7.2 Assignment and Subleasing 18 Section 7.3 Attornment by Lessee 18 Section 7.4 Estoppel Certificate 18 Section 7.5 Representations of the Lessee 19 Section 7.6 Notice of Default 19 Section 7.7 Covenants of the Lessor 1 Section 7.8 Covenants of the Lessee 19 Section 7.9 Conditions to the Obligations of the Lessee 20 Section 7.10 Right of First Refusal on a Proaosed Sale of the Proiect Facilities ARTICLE VIII DISPOSITION OF PROPERTY UPON TERMINATION Section 8.1 Termination of Lease 21 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.1 Events of Default 22 Section 9.2 Remedies on Default 22 Section 9.3 The Lessor's Ability to Cure Default 23 -ii- . m. _ _ _ _ _ Draft: October I2, 2000 (marked to show changes) Section 9.4 No Remedy Exclusive 23 Section 9.5 Agreement to Pay Attorneys' Fees and Expenses 24 Section 9.6 No Waiver 24 ARTICLE X MISCELLANEOUS Section 10.1 Quiet Enjoyment 25 Section 10.2 Notices 25 Section 10.3 Binding Effect 25 Section 10.4 Extent of Covenants of the Lessor; No Personal Liability 25 Section 10.5 Execution Counterparts 25 Section 10.6 Severability 25 Section 10.7 Modification and Amendment 26 Section 10.8 Survival 26 Section 10.9 Entire Agreement 26 Section 10.10 Governing Law 26 Signatures 27 Acknowledgments 27 Fiscal Officer's Certificate 28 EXHIBIT A -DEVELOPMENT AGREEMENT EXHIBIT B -PROPERTY EXHIBIT C -SPECIAL GOLF PROGRAMS - iii - _ w_..-.... Draft: October l2, 2000 (marked to show changes from the draft dated September 28, 2000) GROUND LEASE AND OPERATING AGREEMENT THIS GROUND LEASE AND OPERATING AGREEMENT (this "Lease") made and entered into as of ^ October , 2000 between the City of Dublin, Ohio, a municipal corporation and political subdivision organized and existing under its Charter and the laws of the State of Ohio (the "City"), as lessor, and Tartan Golf Company, a corporation organized and existing under the laws of the State of Ohio ("TGC" and together with the City, the "Parties"), as lessee, under the circumstances summarized in the following recitals (the capitalized terms not defined in the recitals being used therein as defined in Article I hereof): A. The City is desirous of encouraging and promoting development within the City of public recreation facilities generally designed to improve the quality of life of residents of the City, all in furtherance of the City's public purposes of providing parks and recreation, community and cultural programs and services and pursuant to the Ohio Constitution, the laws of the State of Ohio and the Charter and ordinances of the City. B. Pursuant to a Development Agreement dated August 14, 2000 (the "Development Agreement"), a copy of which is attached hereto as Exhibit A, the City agreed to undertake certain actions to provide for certain infrastructure improvements and public recreational facilities in the southwestern area of the City. C. The City also agreed pursuant to that Development Agreement to acquire certain real property within the City (as such real property is depicted and described on Exhibit B and referred to herein as the "Property") and to construct, or cause to be constructed, on the Property a first class golf course facility. D. The City has acquired the Property and has now determined to provide for the construction and operation of a first class golf course facility by entering into this Lease with TGC. " E. Pursuant to Ordinance No. ^ 119-00 passed on ^ October 16, 2000 (the "Ordinance"), the City Council has authorized the execution of this Lease and to undertake the City's obligations set forth herein. _r F. Upon the terms and conditions set forth in this Lease, and to further the purposes of, and to satisfy certain of the City's obligations under, the Development Agreement, the City is willing to lease the Property to TGC and TGC is willing to lease the Property from the City. ` G. The City and TGC each have full right and lawful authority to enter into this Lease and to perform and observe the provisions of this Lease on their respective parts to be performed and observed. NOW THEREFORE, in consideration of the premises and the mutual representations and agreements contained in this Lease, the Parties to this Lease agree as follows: Draft: October l2, 2000 (marked to show changes) ARTICLE I DEFINITIONS Section 1.1. Use of Defined Terms. In addition to the words and terms defined elsewhere in this Lease or by reference to another document, the words and terms set forth in Section 1.2 shall have the meanings set forth in Section 1.2 unless the context or use clearly indicates another meaning or intent. Section 1.2. Definitions. As used herein: "Acceptable Insurance Company" means an insurance company or companies, each rated or better by ,acting individually or collectively through an insurance trust or other arrangements satisfactory to the Lessor, and each qualified to do business in the State. "City" means the City of Dublin, Ohio, a municipal corporation and political subdivision organized and existing under its Charter and the laws of the State. "City Manager" means the City Manager of the City. "Event of Default" means any of the events described as an Event of Default in Section 9.1. "Force Majeure" means, without limitation, either (i) acts of God; strikes, lockouts or other labor disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies, political subdivisions or officials, or any civil or military authority; insurrections; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes, tornadoes, other storms, droughts, floods, or other prolonged unusual adverse weather conditions; arrests; restraint of government and people; explosions; breakage, malfunction or accident to facilities, machinery, transmission pipes or canals; partial or entire failure of utilities; shortages of labor, materials, supplies or transportation, or ' (ii) any cause, circumstance or event not reasonably within the control of the Lessee. "Hazardous Materials" means any toxic or hazardous waste or substances (including petroleum products) which are regulated by applicable state or federal environmental laws or regulations. "Independent Counsel" means an attorney or a firm of attorneys acceptable to the Lessor, duly admitted to practice before the highest court of the State and who or a partner of which is not a salaried employee or officer of the City or TGC. "Insurance Requirements" means all provisions of any insurance policy covering or applicable to the Property, any part of the Property or any Project Facilities, all requirements of the issuer of any such policy, and all orders, rules, regulations or other requirements of the National -2- ~ _ _ Draft: October 12, 2000 (marked to show changes) Board of Fire Underwriters (or any other body exercising similar functions) applicable to or affecting the Property, any part of the Property or any Project Facilities. "Interest Rate for Advances" means the "Prime Rate" as published by The Wall Street Journal in the Money Rates section, as of the applicable date and as adjusted from time to time. "Lease" means this Ground Lease and Operating Agreement, as amended or supplemented from time to time. "Lease Term" means the terrn of this Lease, as established under Section 2.3 hereof. "Legal Requirements" means all laws, statutes, codes, acts, ordinances, resolutions, orders, judgments, decrees, injunctions, rules (including but not limited to the MORPC Rules), regulations, permits, licenses, authorizations, directions and requirements of all governmental entities, departments, commissions, boards, courts, authorities, agencies, officials and officers, foreseen or unforeseen, ordinary or extraordinary which now or at any time hereafter may be applicable to the Property, any part of the Property or any Project Facilities, or the operation of the Project Facilities, or any other use, anticipated use or condition of the Property, any part of the Property or any Project Facilities, including, but not limited to, the codes and regulations of the Lessor of general application with respect to architectural requirements, building, landscaping, parking, site layout, lighting and other related items, and the liquor control laws of the State. "Legislative Authority" means the Council of the City. "Lessee" means TGC. "Lessor" means the City. "MORPC Rules" means any standards promulgated by the Mid Ohio Regional Planning Commission now or hereafter in effect relating storm water management. "Net Proceeds" when used with respect to any insurance proceeds or condemnation ` award means the gross proceeds thereof less the payment of all expenses, including attorneys' fees, incurred in connection with the collection of such gross proceeds. "Notice Address" means: (a) As to the City: City of Dublin 5200 Emerald Parkway Dublin, Ohio 43017 Attention: City Manager (b) As to TGC: Tartan Golf Company 8070 Tartan Fields Drive Dublin, Ohio 43017 -3- Draft: October 12, 2000 (marked to show changes) Attention: President with a copy to: Jeffrey T. Hayes, Esq. Porter, Wright, Morris & Arthur Lt.P 41 South High Street Columbus, Ohio 43215 or such different address notice of which is given under Section 10.2. "Project Facilities" means the golf course, driving range, practice putting green, clubhouse facility, storage buildings, maintenance buildings, parking lot, cart paths, sidewalks, and all other structures or other improvements constructed or installed on the Property pursuant to the Project Facilities plans and specifications, together with all maintenance equipment owned or leased by Lessee and located on or used in connection with the maintenance of the Project Facilities, and all other fixtures and equipment constructed or installed on the Property, and all replacements thereof or additions thereto. "Project Purposes" means the construction and operation of the Project Facilities in accordance with the terms of this Lease. "Project Specifications" means a first class, 18 hole championship golf course designed by Hurdzan/Fry Golf Course Design, Inc., of approximately 6,800 yards in playing length, a driving range, a practice putting green, a clubhouse facility of approximately 7,000 square feet with pro shop, grill room, men's and women's locker rooms, dining room, private dining room, and kitchen, cart storage for approximately 70 golf carts, parking for approximately 250 automobiles, a maintenance building of approximately 5,000 square feet, and all other maintenance equipment and other facilities and equipment reasonably necessary for the operation of a consistently high quality daily fee golf course open to public play. The Parties agree that the Proiect Specifications will provide for the construction of the Proiect Facilities in such a manner that the auality of the completed Proiect Facilities shall eaual or exceed the auality of Cooks Creek Golf Club, in x Ashville Ohio Bent Tree Golf Club in Sunbury. Ohio and Royal American Golf Links, in alena, Ohio. "Property" means the real estate described in Exhibit B, together with all easements (including easements for access roads thereto), rights and appurtenances thereto at the commencement of this Lease. "Rent" means the rent payable pursuant to Section 3.1. "Rent Payment Date" means each January 31 during the Lease Term. "Required Property Insurance Coverage" means at any time insurance in the amount of 90% of the value without deduction for depreciation of the Project Facilities insuring the Project Facilities against loss or damage by fire and extended coverage risks, including but not limited to natural disasters, vandalism and malicious mischief, and containing a loss deductible provision not to exceed $ -4- -_-a Draft: October 12, 2000 (marked to sho:v changes) "Required Public Liability Insurance Coverage" means comprehensive general accident and public liability insurance with coverage limits in the maximum amounts of ($1,500,000] as to death or bodily injury for each occurrence and [$1,500,000] as to property damage with a loss deductible provision not to exceed $ "TGC" means Tartan Golf Company, a corporation organized and existing under the laws of and qualified to do business in the State, and its lawful successors and assigns, as permitted under the terms of this Lease. "State" means the State of Ohio. Section 1.3. Interpretation. Any reference in this Lease to the City or to any officers of the City includes those entities or officials succeeding to their functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions. Any reference to a section or provision of the Constitution of the State, or to a section, provision or chapter of the Ohio Revised Code, shall include such section, provision or chapter as modified, revised, supplemented or superseded from time to time; provided, that no amendment, modification, revision, supplement or superseding section, provision or chapter shall be applicable solely by reason of this paragraph if it constitutes in any way an impairment of the rights or obligations of the City or TGC under this Lease. Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa; the terms "hereof', "hereby", "herein", "hereto", "hereunder" and similar terms refer to this Lease; and the term "hereafter" means after, and the term "heretofore" means before, the date of this Lease. Words of any gender include the correlative words of the other gender, unless the sense indicates otherwise. References to articles, sections, subsections, clauses, exhibits or appendices in this Lease, unless otherwise indicated, are references to articles, sections, subsections, clauses, exhibits or appendices of this Lease. Section 1.4. Captions and Headings. The captions and headings in this Lease are solely for convenience of reference and in no way define, limit or describe the scope of the intent of any article, section, subsection, clause, exhibit or appendix of this Lease. (End of Article n -5- a Draft: October l2, 2000 (marked to show changes) ARTICLE II LEASE AND USE OF PROPERTY; LEASE TERM Section 2.1. Lease of Property and Retention of Rights. (a) Upon and subject to the provisions set forth in this Lease, the Lessor, for and in consideration of the Rent to be paid and of the covenants and agreements to be kept and performed by the Lessee, does hereby lease to the Lessee and the Lessee does hereby lease from the Lessor, the Property in accordance with the provisions of this Lease. The Lessor will allow the Lessee to enter the Property for purposes of this Lease upon execution of this Lease or such later date as shall be agreed to by the Parties. (b) The Lessor reserves the right to approve or disapprove any liens which may be placed on the Property in connection with any financing by the Lessee. Further, the Lessee may not refinance the Project Facilities without the Lessor's prior written approval. Lessor agrees that any approvals required pursuant to this Section 2.1(b) shall not be unreasonably withheld; provided, however, the Parties agree that the City may withhold approval if, among other considerations, the City concludes that such actions by the Lessee would increase the City's financial risk. (c) The Lessee may not permit any liens to be placed on the Property, other than as permitted in (b) above, in connection with the financing of the Project Facilities. Section 2.2. Use of Property. (a) During the Lease Term, the Lessee shall have the right to use or lease the Property only for Project Purposes and to construct or cause to be constructed thereon the Project Facilities in accordance with the procedures and standards specified in Article IV hereof. (b) The Lessee shall comply or cause compliance with all applicable codes and regulations of the Lessor of general application, any applicable federal or state laws, rules or regulations and any and all other Legal Requirements in connection with the design, construction and operation of the Project Facilities. (c) The Lessee agrees to conduct or cause to be conducted the operations of the Project Facilities and control or cause to be controlled its agents, employees, independent contractors, invitees and visitors in compliance with all legal requirements and in such a manner as not to create any nuisance, or unreasonably interfere with, annoy or disturb owners of any adjacent property to the Property. (d) The Lessor agrees to promptly notify the Lessee of any material amendments to the Development Agreement or of any material changes of which the Lessor is aware to the proposed plan of development of the residential community (as described in the Development Agreement). -6- Draft: October l2, 2000 (rrcarked to show changes) Section 2.3. Lease Term. (a) The term of this Lease will commence as of the date of this Lease and will terminate on December 31, 2042, subject to extension as provided in this Lease. (b) This Lease shall be extended beyond the initial lease period in increments of five (5) years for two additional five (5) year terms automatically; provided, however, that if either party gives notice to the other at least 120 days in advance of the then current lease expiration date, that ' said party desires that the Lease not be so extended, then the Lease will not be extended and shall be terminated in accordance herewith. (c) In addition, the Parties may negotiate any extension subject to the approval of the Legislative Authority. In the event that such extension is negotiated, the extension shall be memorialized in a new lease agreement executed by the Parties. (End of Article I1) -7- Draft: October 12, 2000 (marked to show changes) ARTICLE III RENT Section 3.1. Rent. The Lessee shall, on or before each Rent Payment Date, pay as annual Rent under this Lease an amount of One Dollar ($1.00). Section 3.2. Place of Payment. Rent shall be payable directly to the Lessor. rte:... Section 3.3. Representations and Covenants of the Lessee. The Lessee represents it reasonably believes that (i) the Lessee can obtain sufficient funds to pay the Rent during the Lease Term and (ii) the Lessee will make arrangements for those payments of Rent for each Rent Payment Date. The Lessee hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which payments of Rent may be lawfully made. (End of Article III) -8- Draft: October I2, 2000 (marked to sho:v changes) ARTICLE N CONSTRUCTION, MAINTENANCE AND USE OF PROPERTY AND PROJECT FACILITIES Section 4.1. Construction. The Parties agree that: (a) Generally. The Lessee will construct the Project Facilities or cause the same to be constructed on the Property in accordance with plans and specifications approved by the Lessor in accordance with this Section 4.1. Prior to the commencement of construction of any of the Project Facilities, the Lessee will provide the Lessor with initial plans and specifications related to such construction. Within fourteen (14) days after receipt of such plans and specifications by the Lessor, Lessor will review such plans and specifications and notify Lessee if such plans and specifications are approved, which approval shall not be unreasonably withheld. Further, any material changes to the plans and specificatians previously approved in accordance with this Section 4.1 shall be subject to the same approval requirements set forth herein. Upon completion of the construction of the Project Facilities, the Project Facilities will meet and satisfy the Project Specifications and plans and specifications approved in accordance with this Section 4.1 in all material respects and will constitute a first class, daily fee, public play golf course and club facility, consistent in overall quality with other first class, public play golf courses in the central Ohio area. The Parties agree that the Lessor shall have no financial responsibility with respect to the construction, operation, or maintenance of the Project Facilities; (b) Timing of Construction. The Lessee will establish a timetable for the construction of the Project Facilities which calls for the completion of the Project Facilities no later than July 2002 (assuming more or less normal weather conditions and reasonable availability of contractors and materialmen during the period of construction); (c) Construction of Clubhouse. The Lessor and Lessee will each exercise their respective best efforts to satisfy the following conditions: (i) the Lessee will submit plans and specifications in the form and with the content customarily submitted to the Planning and Zoning Commission for the clubhouse facility portion of the Project Facilities to Lessor no later than December 1, 2000 and (ii) Lessor will facilitate the review and approval process by the City's Planning and Zoning Commission in order that approval for the clubhouse facility portion may be granted no later than January 18, 2001 and that permits for construction of the clubhouse facility portion of the Project Facilities may be granted no later than March 30, 2001. If the Parties satisfy the requirements of this subsection, the Lessee shall diligently pursue such construction of the clubhouse facility portion thereafter, and shall use all reasonable commercial efforts (after consideration for any exigent circumstances which may delay that construction) to complete the construction of the clubhouse facility according to the timetable set forth herein; and (d) Rough Grading. Pursuant to the Development Agreement, the Lessor has contracted with a third party to provide for the rough grading of the Property and has further agreed to reimburse that third party for the cost of the rough grading as the Lessor and that third party mutually agree is allocable to the Property. The Lessor agrees that it will not agree to the -9- Draft: October l2, 2000 (marked to show changes) allocation of the cost of the rough ~radin~ without first consulting with the Lessee. The Parties agree that the Lessee will reimburse the Lessor for those costs of rough grading in a manner which is mutually agreeable to the Parties. Section 4.2. Name. The Parties agree that the name of the Project Facilities will be The Parties further agree that the Lessee will use its best efforts to recognize the Lessor's association with the develenment of the Proiect Facilities. Section 4.3. Maintenance and Use of Property. The Lessee: (a) Maintenance. Will keep and maintain, at no cost to the Lessor, the Property and the Project Facilities, including but not limited to the golf course, clubhouse, maintenance buildings, and all other buildings, structures, improvements, fixtures, equipment, and utility systems which may now or hereafter exist on or in the Property in good, operable, and usable condition and repair, normal wear and tear excepted, but, in any event, consistent with other first class, public play golf courses in the central Ohio area, and shall make or cause to be made any and all repairs or replacements as may be required to maintain such standards. Specifically, the Lessee shall perform the specific maintenance with respect to the golf course generally in accordance with a maintenance standards manual. The Lessee shall give representatives of the Lessor a reasonable opportunity to review that maintenance standards manual from time to time, provided, however, that such maintenance standards manual shall be a confidential and proprietary business record of the Lessee and shall not be made public by the Lessor. The Lessor shall not have the duty to make, nor shall it be called upon to make, any improvements, replacements or repairs to the Property or the Project Facilities, except as described in Section 7.7 hereof; (b) Maintenance and Repairs Fund. Will maintain or cause to be maintained a separate and discrete fund or account which fund or account shall be maintained at a bank located in the State of Ohio (the name and location of which bank will be promptly provided to the Lessor) to satisfy the conditions set forth in Section 4.3(a) and shall deposit or cause to be deposited by July 31, of each year, four percent (4%) of the total of all greens fees and golf cart fees received by the Lessee from operation of the Project Facilities in the immediately preceding calendar year; provided, however, that no such deposit shall be required in calendar years 2001 through 2003 and the deposit in the year 2004 shall be equal to two percent (2%) of such greens fees and cart fees received by the Lessee from operation of the Project Facilities in calendar year 2003; (c) Operation of Project Facilities. Shall operate the Project Facilities, handling the collection and disbursement of all money, taking reservations, employing and directing all employees and independent contractors, purchasing supplies and services, purchasing insurance coverages, handling disputes with third parties, collecting and paying appropriate taxes, and obtaining all appropriate permits; (d) Fees. Shall charge fair and reasonable greens fees that are not substantially higher than greens fees charged by comparable first class public play golf courses in the - 10- Draft: October 12, 2000 (marked to s{:ow changes) central Ohio area, when compared on a relative basis, based on the respective total costs of construction and operation of the Project Facilities and the total costs of construction and operation of such other public play golf courses, as such costs can be determined or estimated; provided, however, that residents of the City shall receive a twenty percent (20°Io) discount on greens fees for regular public play during "peak periods" and atwenty-five percent (25°Io) discount on such fees during "off peak periods". For purposes hereof, "peak periods" shall mean starting times at any time on Fridays, Saturdays, Sundays and holidays, and all other times shall be "off peak periods"; (e) Dublin Resident Advance Tee Times. Establish a program pursuant to Y•• which patrons of the Project Facilities who are residents of the City may participate to provide for the reservation of advance tee times; (f) Use of Premises by City. Shall permit the City to reserve rooms in the clubhouse for up to four meetings per year, upon requests submitted to the Lessee at least 90 days in advance for the City's annual retreat, 30 days in advance for other meetings, and at other times subject to availability. The ^ Lessee agrees that it shall waive anv facility rental fees which would normally be imaosed in connection with the four meetings described in this subsection The City agrees that it shall Aav anv other costs associated with such use at rates equivalent to those charged to other individuals and organizations; (g) Annual Business Plan; Review of Operations. Shall prepare an annual business plan no later than November 30 of each year for the following calendar year, commencing with the business plan for calendar year 2002, and shall meet with representatives of the City promptly following November 30 of each year to review such business plan, provided, however, that such business plans shall be confidential and proprietary business records of the Lessee and shall not be made public by the Lessor. In addition, the Lessee shall meet with representatives of the City to review the performance of the Lessee's obligations under this Lease and the Lessee's performance as measured against the business plan for the current year, upon the request of the City from time to time during the term of this Lease, at any time if the Lessee is in default under the Lease and otherwise not more frequently than quarterly during the first two years of the Lease nor more frequently than annually thereafter. In addition, the Lessee shall cause the operation of the Project Facilities to be reviewed by the United States Golf Association at least annually and shall provide the Lessor with a copy of any report rendered in connection therewith promptly upon the Lessee's receipt thereof. (h) Staffing. Shall recruit, interview and hire the staff for the Project Facilities, including a head golf professional, assistant golf professionals, golf course superintendent, grounds maintenance personnel, clubhouse personnel, food & beverage personnel, janitorial service, etc. Such personnel shall be hired and employed by the Lessee or shall be retained by the Lessee as independent contractors or through an independent contractor and shall not be employees of the Lessor. Golf instructors shall be qualified instructors accredited by the Professional Golfers' Association of America; -11- _.~.....,..a.._..._ Draft: October l2, 2000 (marked to show changes) (i) Record-keeping. Shall maintain books and records relating to the business activities of the Project Facilities in accordance with generally accepted accounting principles, separate from its other books and records. Within 90 days after the end of each calendar year, the Lessee shall prepare an audited balance sheet and income (or loss) statement. At any time during the term of this Lease, during normal business hours, the Lessor shall be entitled, at its expense, to inspect the books and records of the Lessor relating to the Project Facilities and any and all annual audited financial statements and other internal unaudited financial statements of the Lessee, provided that the Lessor acknowledges that all such books, records and financial statements are confidential and proprietary business records of the Lessee and shall not be made public by the Lessor; (j) Non-discrimination. Shall follow nondiscriminatory ^ practices and acknowledges that no individual may be denied employment or use of the Property or Proiect Facilities solely on the basis of race, religion, sex, disability, color, national origin, or ancestry; (k) Driving Range. Shall, as part of the Project Facilities, construct and maintain a driving range to provide practice facilities for patrons of the Project Facilities and to promote the activities described in Section 4.3(1). Lessee shall not provide for the artificial lighting of those driving range facilities or advertise or promote those driving range facilities as a destination driving range; (1) Promotion of Golf Activities. Shall use reasonable efforts to promote the use of the Project Facilities by residents of the Lessor, and will provide special golf programs for juniors, women and other non-traditional golfers (which include. but shall not be limited to, those nro~rams which are set forth on Exhibit C , and will permit a reasonable amount of use of the Project Facilities by the golf teams of public high schools ^ serving the residents of the City, at times subject to availability, with a reasonable amount of such play to be provided to the high schools without charge and any additional play to be provided at reduced rates as may be agreed upon between such high schools and the Lessee; (m) No Impairment of Property. Will not do, or permit to be done, any act or thing which might materially impair the value of the Property or any Project Facilities or the character or usefulness of the Property, any part of the Property or any Project Facilities, will not commit or permit any material waste of the Property or any Project Facilities and will not permit any unlawful occupation, business or trade to be conducted on the Property, any part of the Property or any Project Facilities; and (n) Compliance. Shall also promptly comply with or cause to be complied with all rights of way or use, privileges, franchises, servitudes, licenses, easements, tenements, hereditaments and appurtenances forming a part of the Property and any Project Facilities and all instruments creating or evidencing the same, in each case, to the extent compliance therewith is required of the Lessee under the terms thereof. -12- Draft: October I2, 2000 (marked to sho:v changes) Section 4.4. Improvements. Except as may otherwise be provided in Section 2.2, the Lessee may from time to time, in its sole discretion and at its expense, but subject to any Legal Requirements, make, or permit to be made, from time to time any improvements to the Property which it may deem desirable, in addition to the Project Facilities; provided, however, that if the Lessee seeks to erect any permanent structure on the Property other than the Project Facilities, the Lessee shall first obtain the consent of the Lessor, which shall not be unreasonably withheld. All improvements so made or permitted by the Lessee shall become or be deemed to constitute a part of the Property. Section 4.5. Personal Property. The Lessee, or its sublessees, may from time to time, in their sole discretion and at their expense, install, or permit the installation of, personal property including without limitation that which installed becomes in whole or in part a fixture upon the Property. All such property so installed, or permitted to be installed, by the Lessee, or its sublessees, including without limitation any and all equipment or other items of personal property that are included in the Project Facilities, shall remain the property of the Lessee, or its sublessees, in which the Lessor shall have no interest, and may be purchased by the Lessee, or its sublessees, on conditional sale, installment, purchase or lease sale contract, or subject to vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, to the extent permitted by law; provided that no such lien or security interest shall attach to any part of the Property. The Lessee, or its sublessees, shall pay as due the purchase price of, and all costs and expenses with respect to, the acquisition and installation of any such personal property installed by them pursuant to this Section. Section 4.6. Removal of Property. The Lessee may at its expense at any time while it is not in default under this Lease or upon the expiration of the Lease Term remove from the Property, or permit the removal from the Property of, any property purchased and installed by it or its sublessees or assigns and not included as part of the Property. In the event any removal of property pursuant to this Section causes damage to any portion of the Property, the Lessee shall restore the Property or repair such damage at its expense. If any property which is not part of the Property is not removed upon the termination of or expiration of this Lease, the property will be deemed to be abandoned and shall be the absolute property of the Lessor. ~ Section 4.7. Environmental Matters. The Lessee represents, warrants and covenants to the Lessor that the Property and any Project Facilities will remain in compliance with all applicable laws, ordinances and regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the environment. The Lessee warrants and agrees that it will not use, maintain, generate, store, treat or dispose of any Hazardous Materials in or on the ' Property or any Project Facilities in violation of applicable govemmental regulations. The Lessee hereby indemnifies the Lessor from and against any loss, liability, claim or expense, including, without limitation, cleanup, engineering and reasonable attorneys' fees and expenses that the Lessor may incur by reason of any investigations or claim of any governmental agency or third party in relation to any such health, safety, or environmental matters, for any actions taken by the Lessee, its agents, licensees, concessionaires, contractors or employees on the Property or any Project Facilities during the Lease Term. The Lessee's indemnity to the Lessor under this Section 4.7 shall survive the cancellation or termination of this Lease. -13- Draft: October I2, 2000 (marked to show changes) The Lessor hereby assigns to Lessee any rights, either express or implied, which Lessor may have pursuant to the Development Agreement with respect to the Property's compliance with all applicable laws, ordinances and regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the environment. Section 4.8. Indemnification. The Lessee releases the Lessor from, agrees that it shall not be liable for, and indemnifies the Lessor against, all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' ' fees and expenses except as may be limited by law or judicial order or decision entered in any action brought to recover moneys under this Section) imposed upon, incurred by or asserted against the Lessor on account of any of the following, to the extent the same relate to any event or circumstance occurring or arising at any time during the Lease Term: (a) ownership of any interest in the Property or any part of the Property, (b) any accident, injury to, loss by or death of persons or loss of or damage to property occurring on or about the Property or any part of the Property or the adjoining sidewalks, curbs, if any, streets or ways, (c) any use, disuse or condition of the Property or any part of the Property, or the adjoining sidewalks, curbs, if any, streets or ways, (d) any failure on the part of the Lessee to perform or comply with any of the terms hereof, or (e) the performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof, or (f) operation of any Project Facilities on the Property; except to the extent that any of the foregoing is attributable to the gross negligence of the Lessor. In case any action, suit or proceeding is brought against the Lessor for any such reason, the Lessee will, at the Lessee's expense, cause such action, suit or proceeding to be resisted and defended by Independent Counsel. Any amounts payable to the Lessor under this Section which are not paid within ten days after written demand therefor shall bear interest at the Interest Rate for Advances from the date of such demand. The obligations of the Lessee under this Section shall survive any termination of this Lease. Section 4.9. Prevailing Wades. The Lessee agrees to comply with the requirements of Ohio Revised Code § 4115.03 et. seq. relating to the payment of prevailing wages on the construction of public improvements, to the extent the same is apalicable to the Proiect Facilities. Section 4.10. Compliance with Legal and Insurance Requirements. The Lessee, at its expense, shall promptly comply or cause compliance with all Legal Requirements and Insurance Requirements, and shall procure, maintain and comply, or cause procurement, maintenance and compliance, with all permits, licenses and other authorizations required for any use being made of the Property, any part of the Property or any Project Facilities then being made or anticipated to be made, and for the proper operation and maintenance of the Property, any part of the Property or any Project Facilities, and will comply or cause compliance with any instruments of record at the time in force burdening the Property or any part of the Property. The Lessee may, at its expense and after prior notice to the Lessor, by any appropriate proceedings diligently prosecuted, contest in good faith any Legal Requirement and postpone compliance therewith pending the resolution or settlement of such contest provided that such postponement does not, in the opinion of Independent Counsel, subject the Property, any part thereof or any Project Facilities to imminent loss or forfeiture. - 14- Draft: October 12, 2000 (marked to show changes) Section 4.11 Zonin The Lessee shall operate the Property and the Project Facilities in compliance with any applicable zoning regulations. The Lessee expressly acknowledges that the clubhouse, the maintenance facility and the driving range are subject to further zoning review before they are acceptable uses. The Lessor will be a co-applicant with the Lessee in seeking appropriate zoning for the Project Facilities and shall support the Lessee's application for any necessary change in zoning or variance necessary to construct and operate the Project Facilities. (End of Article IV) -15- , ~ ~ Draft: October I2, 2000 (marked to show changes) ARTICLE V TAXES, MECHANICS' LIENS, INSURANCE AND UTILITIES Section 5.1. Payment of Taxes and Other Governmental Charges. 'The Lessee shall pay, or cause to be paid, as the same respectively come due, all taxes, assessments, whether general or special, and other governmental charges of any kind whatsoever, including but not limited to payments in lieu of taxes, foreseen or unforeseen, ordinary or extraordinary, that now or may hereafter at any time during the Lease Term be assessed or levied against or with respect to the Property, any Project Facilities or any personal property located on the Property which, if not paid, may become or be made a lien on the Property or any Project Facilities, or any part thereof or a charge on such revenues, income and profits therefrom, and all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property or any Project Facilities. Proof of the payment of such taxes and charges shall be provided to the Lessor not less than once annually. Notwithstanding the preceding paragraph, the Lessee may, at its expense and after prior written notice to the Lessor, by appropriate proceedings diligently prosecuted, contest in good faith the validity or amount of any such taxes, assessments and other charges, and during the period of contest, need not pay the items so contested. However, if at any time the Lessor shall deliver to the Lessee an opinion of Independent Counsel to the effect that by nonpayment of any such items the Property will be materially affected or the Property or any part thereof will be subject to imminent loss or forfeiture, the Lessee shall promptly pay, or cause to be paid, such taxes, assessments or charges. During the period when the taxes, assessments or other charges so contested remain unpaid, the Lessee shall set aside on its books adequate reserves with respect thereto. , Section 5.2. Mechanics' and Other Liens. The Lessee shall not permit any mechanics' or other liens to be filed or exist against the Property by reason of work, labor, services or materials supplied or claimed to have been supplied to, for or in connection with any projects undertaken upon the Property or to the Lessee or anyone holding the Property or any part thereof through or under the Lessee. If any such lien shall at any time be filed, the Lessee shall, within thirty days after notice of the filing thereof, but subject to the right to contest hereinafter set forth, cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. Notwithstanding the foregoing, the Lessee may, at its expense, and after prior notice to the Lessor, by appropriate proceedings duly instituted and diligently prosecuted, contest in good faith the validity or the amount of any such lien. However, if the Lessor shall deliver to the Lessee an opinion of Independent Counsel to the effect that by nonpayment of any such items, the Property or any part thereof will be subject to imminent loss or forfeiture, the Lessee shall promptly cause such lien to be discharged of record. Section 5.3. Insurance. The Lessee shall keep, or cause to be kept, the Property and any Project Facilities continuously insured in the amount and with coverage of the Required Public Liability Insurance Coverage and shall keep and maintain, or cause to be kept and maintained, with respect to any Project Facilities, Required Property Insurance Coverage. Such insurance shall be obtained and maintained by means of policies with Acceptable Insurance Companies. The Lessor - 16- Draft: October l2, 2000 (marked to sho:v changes) shall be named as an additional insured on any insurance policies required by this section. The insurance to be provided may be by blanket policies. Each policy of insurance shall be written so as not to be subject to cancellation or substantial modification upon not less than thirty (30) days' advance written notice to the Lessor. The Lessee shall deposit with the Lessor certificates or other evidence satisfactory to the Lessor that the insurance required by this Section has been obtained and is in full force and effect and that all premiums on such Insurance have been paid in full. At least thirty (30) days prior to the expiration of any such insurance, the Lessee shall furnish the Lessor with evidence satisfactory to the Lessor that such insurance has been renewed or replaced and that .a all premiums thereon have been paid in full. . Any proceeds of policies providing Required Public Liability Insurance Coverages e applied toward the extinguishment or satisfaction of the liability with respect to which such insurance proceeds have been paid. Section 5.4. Contractual Liability Insurance. From and after the execution of this Lease, the Lessee shall procure, pay for and thereafter maintain, or cause to be procured, paid for and maintained, a policy of contractual liability insurance in an amount, from time to time, reasonably acceptable to the Lessor, naming the Lessor as the obligee/payee, and assuring the Lessor of the full and faithful performance by the Lessee of its obligations of indemnity set forth in this Lease. Section 5.5. Workers' Compensation Coverage. The Lessee shall maintain, or cause to be maintained in connection with the Property and any Project Facilities any workers' compensation coverage required by the applicable laws of the State. Section 5.6. Payment by the Lessor. If the Lessee fails to (i) pay taxes, assessments and other governmental or utility charges, including but not limited to payments in lieu of taxes, as required by Section 5.1, (ii) pay or discharge mechanics' or other liens as required by Section 5.2, (iii) maintain and keep in force the insurance required by Sections 5.3 and 5.4 or (iv) maintain required workers' compensation coverage as required by Section 5.5, the Lessor may, but shall not be obligated to, advance funds to pay any such required charges or items. Any funds so advanced shall be deemed as additional Rent due, and shall bear interest from the date of advancement at the Interest Rate for Advances. Section 5.7. Waiver of Subro ag_tion. Parties hereby waive and release any rights and claims each may have against the other on account of any loss or damage occasioned to the Lessor or the Lessee, as the case may be, their respective property, the Property or its contents, to the extent covered by fire and extended coverage insurance, vandalism, malicious mischief and sprinkler leakage. Parties each, on behalf of their respective insurance companies insuring the property of either the Lessor or the Lessee against any such loss, hereby waive any right of subrogation that it might have against the Lessor or the Lessee, as the case may be, to the maximum extent permitted bylaw. Section 5.8 Utilities. The payment of utility charges are the responsibility of the Lessee and will be paid for by the Lessee. The Lessee hereby waives any claims caused by defect, deficiency and impairment of any utility systems against the Lessor. -17- .~,.,a.,w.,,.,.~.~ _ _ _ Draft: October l2, 2000 (marked to show changes) (End of Article V) ARTICLE VI DAMAGE, DESTRUCTION AND CONDEMNATION Section 6.1. Dama eg_to Pr~erty and Project Facilities. In case of any damage to the Property, any part of the Property or any Project Facilities, the Lessee will promptly give, or cause to be given, written notice thereof to the Lessor generally describing the nature and extent of such damage. There shall be no abatement or diminution of Rent and the Lessee shall, whether or not the Net Proceeds of insurance, if any, received on account of such damage or destruction shall be sufficient for such purpose, promptly commence and complete, or cause to be commenced and completed, the repair or restoration of the Property as nearly as practicable to the value, condition and character of the Property existing immediately prior to such damage or destruction, with such changes or alterations, however, as the Lessee (with Lessor's written approval which shall not be unreasonably withheld) may deem necessary for proper operation of the Property for the Project Purposes. Section 6.2. Use of Insurance Proceeds. In connection with the repair or restoration of any Project Facilities pursuant to Section 6.1 hereof, Net Proceeds of Required Property Insurance Coverage shall be paid to the Lessee or its designee, and shall be applied towards the repair and restoration of the Property and Project Facilities as described in Section 6.1. Section 6.3. Appropriation. If title to or the temporary use of the Property, any part of the Property or any Project Facilities, shall be taken under the exercise of the power of appropriation by any governmental body other than the Lessor or by any person, firm or corporation acting under any governmental authority, the Lessee will promptly give, or cause to be given, written notice of such taking to the Lessor describing the nature and extent of such taking. Any Net Proceeds received from any award made in such appropriation proceedings shall be applied in one or more of the following ways, at the option of the Lessee: (a) the restoration of any Project Facilities by the Lessee to substantially the same condition as existed prior to the exercise of the power of appropriation; (b) acquisition by the Lessor of real property to become part of the Property; or (c) the acquisition by the Lessee, by construction or otherwise, of other improvements on the Property suitable for the Lessee's operations of the Property (which improvements shall be deemed a part of the Property). Any balance of such Net Proceeds not applied for the purposes specified above shall be credited as Rent payable under this Lease. (End of Article VI) -18- Draft: October l2, 2000 (marked to show changes) ARTICLE VII FURTHER REPRESENTATIONS AND AGREEMENTS RESPECTING THE PROPERTY AND THE LESSEE Section 7.1. Right of Access. The Lessee agrees, subject to reasonable security and safety regulations and upon reasonable notice, the Lessor and its employees and agents, shall have the right at all reasonable times to enter upon the Property and any Project Facilities for purposes of inspection. The Lessee further agrees that the Lessor and its employees and agents shall be provided such access to the Property and any Project Facilities as may be reasonably necessary for the proper maintenance of the Property and any Project Facilities in the event of failure by the Lessee to perform its obligations. Section 7.2. Assignment and Subleasing. (a) This Lease may not be assigned in whole or in part by the Lessee, nor may the Property be subleased in whole or in part by the Lessee without the prior written approval of the Lessor, which shall not be unreasonably withheld; and provided, as a minimum, that any such assignee or sublessee is a reputable, qualified and experienced operator of golf course properties and agrees in writing to abide by all of the provisions of this Lease, and provided further, that any such assignment or sublease shall not relieve the Lessee from its liability and obligations under this Lease. (b) The Lessor shall not mortgage, pledge, grant or assign a security interest in its right, title and interest under and in this Lease, and its rights to the Property, in whole or in part, without the prior written approval of the Lessee. If Lessor determines to transfer any of its rights, title or interests in the Property, Lessor agrees to give and grant to Lessee a right of first offer and right of first refusal to purchase those rights, title or interests, as the case may be. Lessee's right of first offer and right of first refusal hereunder shall commence as of the date notice is provided to the Lessee and shall continue thereafter for a period of thirty (30) days. (c) The Lessee may not and will not permit any other party, to mortgage, assign, sell, pledge, grant or assign a security interest in its right, title and interest under and in this Lease, and its rights to the Property, in whole or in part, without the prior written approval of the Lessor. Section 7.3. Attornment by Lessee. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage encumbering the Property, Lessee shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Lessor under this Lease. Section 7.4. Estoppel Certificate. The Parties mutually agree that within fifteen (15) days after the request of the other party, and at no cost and expense to the party requesting the same, the Lessor or the Lessee, as the case may be, will execute, have acknowledged and deliver to the other party or its designee a certificate evidencing whether or not: - 19- Draft: October l2, 2000 (marked to show changes) (i) This Lease is in full force and effect; (ii) This Lease has been modified or amended in any respect, and identifying such modifications or amendments, if any; (iii) There are any existing defaults by either party hereunder to the knowledge of the party executing the certificate, and specifying the nature of such defaults, if any; (iv) Such other statements requested in the notice as are, to the best of the certifying party's knowledge, true and correct; and (v) Such other information and statements as are customarily contained in such certificates. Any certificate executed, acknowledged and delivered pursuant to this Section 7.4 may be relied upon by any third party dealing with either party hereto, this Lease, the Property or any Project Facilities. Section 7.5. Representations and Covenants of the Lessee. The Lessee represents that: (a) It is a corporation duly organized under the laws of the State and is in good standing. Lessee covenants and agrees that any change in control of the Lessee must be approved by the Lessor, which approval shall not be unreasonably withheld. (b) It shall remain in existence throughout the term of this Lease unless otherwise agreed to in writing by the Lessor, which agreement shall not be unreasonably withheld. (c) It has full power and authority to execute, deliver and perform this Lease and to enter into and carry out the transactions contemplated hereby. Such execution, delivery and performance do not, and will not, violate any provision of law applicable to the Lessee and do not, and will not, conflict with or result in a default under any agreement or instrument to which the Lessee is a party or by which it is bound. This Lease has, by proper action, been duly authorized, executed and delivered by the Lessee and all steps necessary have been taken to constitute this Lease a valid and binding obligation of the Lessee. Section 7.6. Notice of Default. The Lessee shall immediately notify the Lessor if it becomes aware of the occurrence of any Event of Default hereunder or of any fact, condition or event which, with the giving of notice or passage of time or both, would become an Event of Default. Section 7.7. Covenants of the Lessor. The Lessor will construct roadway improvements and utility improvements to facilitate the completion of the Project Facilities, as described in the Development Agreement, within the time frame contemplated by the Development Agreement and otherwise pursuant to a timetable that will permit the Lessor to complete the construction of the Project Facilities in accordance with the time°table described in Section 4.1 above. -20- _ .~i Draft: October I2, 2000 (marked to sho:v changes) Section 7.8. Covenants of the Lessee. The Lessee, within 60 days after the execution of this Lease, will apply for and use its best efforts to obtain a binding commitment from a lender to provide financing for the construction of the Project Facilities (a copy of such binding commitment shall be promptly provided to Lessor) and, upon obtaining such binding commitment, shall use its best efforts to proceed to close such financing within 30 days of the receipt of that binding commitment. If Lessee shall fail to receive a binding commitment or close on such financing within the times prescribed by this Section, the Lessor shall have the right to terminate this Lease. The Lessee shai_l, promptly after the execution of this Lease, make all necessary applications for the zoning changes or variances necessary to construct the Project Facilities on the Property and shall thereafter diligently pursue such zoning changes or variances. Section 7.9. Conditions to the Lessee's Obligations. The obligations of the Lessee under this Lease shall be conditioned upon (i) the Lessee's having obtained appropriate financing for the construction of the Project Facilities, in a total amount and upon terms reasonably acceptable to the Lessee, (ii) the Lessee having obtained the zoning changes or variances necessary to construct the Project Facilities on the Property, and (iii) that any environmental or soil tests performed by or on behalf of the Lessee prior to the commencement of the construction of the Project Facilities do not disclose any abnormal or otherwise adverse conditions that would render the construction of the Project Facilities unduly expensive or otherwise impractical. Section 7 10 Right of First Refusal on a Proposed Sale of the Project Facilities. ~a In addition to the restrictions on assignment and subletting of this Lease contained in Section 7 2 above if at anv time during the Lease Term the Lessee desires to sell or otherwise transfer the entire Project Facilities or the golf course property or clubhouse facility that are parts of the Project Facilities (the "Offered Assets"1 to anv party other than the Citv the Lessee shall first be required to offer to sell the Offered Assets to the laity at the 1 b same price and upon the same terms as the Lessee intends to offer the Offered Assets for sale ~.Q s to third parties. ~b The Lessee shall submit its offer to sell the Offered Assets to the Citv in a written notice specifying all material terms of such offer (the "Offer Notice"l. The C~tv shall have a period of 30 days after its receipt of the Offer Notice within which to exercise _its right and option to purchase the Offered Assets upon the terms specified in the Offer Nonce. by delivering a written acceptance of the offer contained in the Offer Notice to the Lessee. ~ If the Citv does not exercise its right and option to purchase the Offered Assets within such 30 day period or if the Citv gives the Lessee written notice prior to the expiration of such 30 day period that it does not intend to exercise such right and option, then the Lessee shall thereafter be free to offer the Offered Assets for sale to third parties and to sell the Offered Assets to such a third party upon the terms specified in the Offer Notice or upon such other terms as may be agreed upon between the Lessee and such third party buyer. provided that such terms are not materially different from those contained in the Offer Notice The Parties further agree that the Lessee may not sell, either in whole or in nar~the Project Facilities without receiving the prior written approval of the Lessor, which shall not be unreasonably withheld and further provided as a minimum, that any such purchaser is a -21- Draft: October I2, 2000 (marked to show changes) ren_ utable qualified and experienced operator of golf course properties and agrees in writing to abide by all of the provisions of this Lease. The City agrees that a purchase price that is at least 90% of the purchase price specified in the Offer Notice shall not be deemed to be a material difference from the terms of sale contained in the Offer Notice. The Lessee shall not be permitted to sell the_Offered Assets to anv third party for a purchase price that is less than 90% of the purchase price specified in the Offer Notice without first again offering the Offered Assets to the Citv for such new purchase price. Further the Lessee shall not be permitted to sell the Offered Assets to anv third party at anv time after the date that is more than two years after the date of the Offer Notice, without first a¢ain complying with the terms of this Section 7.10. ~e The Parties agree that the provisions of this Section 7.10 shall not apply to a transfer of the Proiect Facilities or anv part thereof, by the Lessee to a -person or entity owned or controlled by the Lessee or under common control with the Lessee, as part of a reorganization of the Lessee For purposes of this subsection, "control" or "common control" shall be deemed to mean ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation or other maiority equity and controlling interest if not a corporation. (End of Article VI1) -22- , . Draft: October I2, 2000 (marked to show changes) ARTICLE VIII DISPOSITION OF PROPERTY UPON TERMINATION Section 8.1. Termination of Lease. Subject to the Parties executing a further lease agreement to extend the term of this Lease, upon the expiration of the Lease Term, the Lease shall terminate and the leasehold interest granted herein shall be extinguished and the Lessor shall take possession of the Property and any Project Facilities thereon, subject to the rights of the Lessee under Section 4.5 and 4.6 hereof with respect to any personal property that may be included in the Project Facilities and subject to the rights of a lender or lenders to the Less under any applicable mortgage or leasehold mortgage. (End of Article VIII) -23- Draft: October 12, 2000 (marked to show changes) ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.1. Events of Default. Any one or more of the following events shall be an Event of Default under this Lease: (a) The Lessee shall fail to pay any payments of Rent on or prior to the date on which any such payment is due and payable. (b) The Lessee shall fail to operate the Project Facilities or observe or perform any other term, covenant or agreement, on the Lessee's part to be observed or performed under this Lease, in any material respect, and that failure continues for 30 days after written notice of that failure is given to the Lessee by the Lessor; provided, that if the failure is of such nature that it cannot be corrected within the applicable period, that failure shall not constitute an Event of Default so long as the Lessee institutes curative action within the applicable period and diligently pursues that action to completion. (c) The Lessee shall abandon the premises, or shall make a general assignment of this Lease for the benefit of its creditors. (d) The filing of an involuntary petition against the Lessee under any bankruptcy or insolvency law, or under the reorganization provisions of any law of like import, or a receiver of the Lessee or for the assets of the Lessee shall be appointed without the acquiescence of the Lessee and such petition or appointment shall remain undismissed for a period of sixty (60) days after the Lessor has given the Lessee written notice of intention to deem the petition or appointment as an Event of Default. (e) The Lessee files a voluntary petition under any bankruptcy or insolvency law or files a petition or answer seeking any reorganization or dissolution, or seeks the appointment of any receiver, or makes any general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as the same become due. Notwithstanding the foregoing, if, by reason of Force Majeure, the Lessee is unable to perform or observe any agreement, term or condition hereof, other than any obligation to make payments required hereunder, the Lessee shall not be deemed in default during the continuance of such inability. However, the Lessee shall promptly give notice to the Lessor of the existence of an event of Force Majeure and shall use its best efforts to remove the effects thereof; provided that the settlement of strikes or other labor disturbances shall be entirely within their discretion. Section 9.2. Remedies on Default. Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) The Lessor may re-enter and take possession of the Property without terminating this Lease and sublease the Property for the account of the Lessee, holding the Lessee liable for the -24- Draft: October 12, 2000 (marked to show changes) difference during the Lease Term between the rent and other amounts payable by such sublessee in such subleasing and the Rent; (b) The Lessor may terminate this Lease, exclude the Lessee from possession of the Property and lease the Property to another, but holding the Lessee liable for all Rent up to the effective date of such subleasing; (c) The Lessor may re-enter and take possession of the Property and operate the Project Facilities, and, in this event, the Lessee shall be obligated to reimburse Lessor as additional Rent for any costs, including but not limited to attorneys' fees and penalties imposed by lenders, which Lessor may incur in connection with curing a default of Lessee hereunder and under any related financing documents; (d) The Lessor may attach, possess or otherwise control the Maintenance and Repairs Fund to the extent necessary to provide all maintenance and repairs necessary to restore the Project Facilities to the condition required by Section 4.3; or (e) The Lessor may pursue all remedies now or hereafter existing at law or in equity to collect all the amounts then due and thereafter to become due under this Lease, or to enforce the performance and observance of any other obligation or agreement of the Lessee under this Lease. Any amounts collected as or applicable to Rent collected pursuant to action taken under this Section shall be paid to the Lessor and applied in accordance with the provisions of this Lease. If the Lessor proceeds under any of paragraphs (a), (b), or (c) above, the Lessor shall take the Project Facilities subject to the lien, if applicable, of any mortgage, leasehold mortgage, or security interest on the Property, the Project Facilities, or the Lessee's interest under this Lease, relating to the financing of the construction and operation of the Project Facilities obtained in accordance with the terms of this Lease, and shall assume and agree to perform, or shall cause a subsequent owner or operator of the Project Facilities acceptable to the applicable lender, to assume and agree to perform, the remaining payment and other obligations under such financing. a~ Section 9.3. The Lessor's Ability to Cure Default. Should the Lessee be in default of its obligations to any lender with a mortgage, leasehold mortgage, or security interest on the Property, the Project Facilities, or this Lease, the Lessor shall have the option to cure said default. If the Lessor declines to exercise its option to cure any such default by the Lessee and possession of the Project Facilities is obtained by one or more lenders of the Lessee through foreclosure or otherwise, the Project Facilities may thereafter be used by any such lenders or any assignee, successor or transferee of any such lenders for any use that is consistent with the applicable ordinances (including zoning) and other applicable laws and regulations of the Lessor. Section 9.4. No Remedy Exclusive. No remedy conferred or reserved to the Lessor by this Lease is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time -25- Draft: October 12, 2000 (marked to show changes) and as often as may be deemed expedient. In order to entitle the Lessor to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than any notice required by law or for which express provision is made herein. Section 9.5. Agreement to Pay_ Attorneys' Fees and Expenses. If an Event of Default should occur and the Lessor should incur expenses, including attorneys' fees, in connection with the enforcement of this Lease or the collection of sums due under this Lease, the Lessee shall reimburse the Lessor for the expenses so incurred upon demand. If any sach expenses are not so reimbursed, the amount of those expenses, together with interest on those expenses from the date of demand for payment at the Interest Rate for Advances, to the extent permitted by law, shall be reimbursed and in any action brought to collect such sums, the Lessor shall be entitled to seek recovery of such expenses in such action except as limited by law or by judicial order or decision entered by rule proceedings. Section 9.6. No Waiver. No failure by the Lessor to insist upon strict performance by the Lessee of any provision hereof shall constitute a waiver of their right to strict performance and no express waiver shall be deemed to apply to any other existing or subsequent right to remedy the failure by the Lessee to observe or comply with any provision hereof. (End of Article IX) -26- Draft: October 12, 2000 (marked to show changes) ARTICLE X MISCELLANEOUS Section 10.1. Quiet Enjoyment. The Lessor covenants with the Lessee that, upon the Lessee's payment of Rent and the performance and observance of the other covenants and agreements on its part to be performed and observed hereunder or upon the Lessee's causing such payment to be made and such covenants and agreements to be performed and observed by others, the Lessee shall and may peaceably and quietly have, hold and enjoy the Property without let or hindrance by the Lessor or by parties claiming under or through the Lessor. Section 10.2. Notices. All notices, certificates, requests or other communications under this Lease shall be in writing and be deemed to be sufficiently given when mailed by first class mail, postage prepaid, addressed to the appropriate Notice Address. The Lessee and the Lessor may, by notice given under this Section, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. Section 10.3. Binding Effect. This Lease shall inure to the benefit of and shall be binding in accordance with its terms upon the Lessor and the Lessee and their permitted respective successors and assigns. Section 10.4. Extent of Covenants of the Lessor No Personal Liability. All covenants, stipulations, obligations and agreements of the Lessor contained in this Lease shall be effective to the extent authorized and permitted by applicable law. No such covenant, stipulation, obligation or agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, officer, agent or employee of the Lessor in other than in an official capacity, and neither the members of the Legislative Authority or any other officer of the Lessor shall be liable personally by reason of the covenants, stipulations, obligations or agreements of the Lessor contained in this Lease. Section 10.5. Execution Counterparts. This Lease may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument. Section 10.6. Severability. In case any section or provision of this Lease, or any covenant, stipulation, obligation, agreement, act, or action, part thereof, made, assumed, entered into, or taken under this Lease, or any application thereof, is for any reason held to be illegal or invalid, or is inoperable at any time, that illegality, invalidity or inoperability shall not affect the remainder thereof or any sections or provision of this Lease or any other covenant, stipulation, obligation, agreement, act, or action, or part thereof, made, assumed, entered into, or taken under this Lease, all of which shall be construed and enforced as if the illegal, invalid or inoperable portion were not contained therein. Any such illegality, invalidity or inoperability shall not affect any legal, valid and operable section, provision, covenant, agreement, obligation, act, or action, or part or application -27- Draft: October l2, 2000 (marked to show changes) thereof, all of which shall be deemed to be effective, operative, made, assumed entered into or taken in the manner and to the full extent permitted by law from time to time. Section 10.7. Modification and Amendment. Any modification, amendment or waiver of any term of this Lease, including a modification, amendment or waiver of this term, must be in writing and signed by the Parties to be bound by the modification, amendment or waiver. Section 10.8. Survival. Those provisions of this Lease which by their nature should survive the expiration or earlier termination of this Lease as well as those provisions which expressly survive the expiration or earlier termination of this Lease shall survive the expiration or earlier termination of this Lease and shall be binding upon the Parties thereafter. Section 10.9. Entire Agreement. This Lease, including the Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the lease of the Property and supersedes all prior understandings, if any, with respect to the lease of the Property. The Parties do not intend to confer any benefits to any person, firm or corporation other than the Parties hereto. No representation or warranty herein may be relied upon by any person not a party to this Lease. Section 10.10. Governing Law. This Lease shall be deemed to be a contract made under the laws of the State and for all purposes shall be governed by and construed in accordance with the laws of the State. Section 10.11 Recording. The Parties agree that this Lease shall not be required to be recorded, provided that a Memorandum of Lease acceptable to both parties is recorded. (End of Article X) -28- Draft: October I2, 2000 (marked to sho:v changes) IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Lease to be duly executed in their respective names, all as of the date hereinbefore written. Signed and acknowledged CITY OF DUBLIN, OHIO, as the Lessor in the presence of: By: ~M Timothy C. Hansley, City Manager By: Witnesses as to City Marsha I. Grigsby, Director of Finance Signed and acknowledged TARTAN GOLF COMPANY, as the Lessee in the presence of: By: Thomas D. Anderson, President By: Witnesses as to TGC ,Secretary Approved as to form: Stephen J. Smith, Director of Law -29- Draft: October l2, 2000 (marked to show changes) STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) On this day of , 2000, before me a Notary Public personally appeared Timothy C. Hansley and Marsha I. Grigsby, the City Manager and the Director of Finance, respectively, of the City of Dublin, Ohio, and acknowledged the execution of the foregoing instrument, and that the same is their voluntary act and deed on behalf of the City of Dublin and the voluntary act and deed of the City of Dublin. IN WTINESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year aforesaid. Notary Public STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) On this day of 2000, before me a Notary Public personally appeared Thomas D. Anderson and ,the President and Secretary, respectively, of the Tartan Golf Company, and acknowledged the execution of the foregoing instrument, and that the same is their voluntary act and deed on behalf of the Tartan Golf Company and the voluntary act and deed of the Tartan Golf Company. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official ,t,, seal on the date and year aforesaid. Notary Public This instrument was prepared by: Gregory W. Stype, Esq. Squire, Sanders & Dempsey L.L.P. 1300 Huntington Center, 41 South High Street Columbus, Ohio 43215 (614)365-2742 -30- .~,.~Y Draft: October I2, 2000 (marked to show changes) FISCAL OFFICER'S CERTIFICATE The undersigned, Director of Finance of the City under the foregoing Lease, certifies hereby that the moneys required to meet the obligations of the City during the year 2000 under the foregoing Lease have been appropriated lawfully for that purpose, and are in the Treasury of the City or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Section 5705.41, Ohio Revised Code. Dated: , 2000 Marsha I. Grigsby, Director of Finance, City of Dublin, Ohio n -31- Draft: October I2, 2000 (marked to show changes) EXHIBIT A DEVELOPMENT AGREEMENT A- I _ Draft: October 12, 2000 (marked to show changes) EXHIBIT B PROPERTY B-I Draft: October I2, 2000 (marked to sho:v changes) EXHIBIT C SPECIAL GOLF PROGRAMS ~,F., moo. C-1 _ _ The Golf Club of Dublin Junior Golf Program " To provide quality instruction on all aspects of golf to the children of Dublin" Golf Camp Open to all children ages 8-16. The camp will run for 3 weeks (Mon-Fri 10:00AM-S:OOPM) during the summer months. Classes will be split into Beginner, Intermediate, and Advanced. Golf Camp will focus on the following: 1. Rules and Etiquette of the Game of Golf 2. Facts and History 3. The Fundamentals of the Golf Swing 4. The Short Game, Chipping and Putting 5. Bunker Play 6. Driving the Ball 7. Course Strategy Camp will also include team and individual games, camp tee shirt, lunch, and prizes. Junior Clinics A schedule will be posted for dates of Junior Clinics throughout the year. They will take place in the spring on Mondays from 4:OOPM - 6:OOPM, and throughout the summer on Monday mornings. The primary focus of these clinics will be on development of the golf swing. Individual Instruction Juniors will be able to schedule private lessons from any of our instructors. These lessons will be 45 minutes in length and will be at a reduced rate. They also will be able to schedule a series of 3 or 6 lessons. School Programs Our instructors will be available to give instruction or assistance at school physical education classes. The school golf teams will have access to the course. Tartan Golf has been and will continue to be a strong supporter of school golf programs.