Ione City Council
April 30, 2025

OF
TONE

CITY OF IONE
IONE, CA 95640
FORNIA
SPECIAL MEETING STARTS AT 6:30 PM
Mayor Stacy Rhodes
Vice Mayor Jody Maita
Councilmember Dominic Atlan
Councilmember Alison LaFayne
Councilmember Jack Mitchell
AT 1 E. MAIN STREET, IONE, CA 95640

AND VIA ZOOM
https://zoom.us/j/2351961316?pwd=d31WTW0zbVJLblpQNXBDQWtpZkRyUT09 Meeting ID: 235 196 1316
Passcode: 95640
Wednesday, April 30, 2025
A. CALL TO ORDER - ROLL CALL
B. PLEDGE OF ALLEGIANCE
C. APPROVAL OF AGENDA
D. PUBLIC COMMENT FOR CLOSED SESSION ITEMS ONLY
E. CLOSED SESSION:

1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Properties: Castle Oaks Golf Club, 1000 Castle Oaks Drive (APN: 005-320-034-000), 1230 Shakeley Lane (APN 005-320-037-501)
Agency Negotiator: Josh Varinsky, City Attorney
Negotiating Parties: Hahn Family Foundation
Under Negotiation: Price and Terms of Payment
F. RECONVENE INTO OPEN SESSION
G. REPORT OUT OF CLOSED SESSION
H. PUBLIC COMMENT: EACH SPEAKER IS LIMITED TO 4 MINUTES NOTE: This is the time for members of the public who wish to be heard on matters that do not appear on the Agenda. Persons may address the City Council at this time on any subject within the jurisdiction of the lone City Council.

TONE

CITY OF IONE
IONE, CA 95640
I. REGULAR AGENDA:

1. Approval and Authorization to Execute the Following Agreements in Relation to the Castle Oaks Golf Course:
a. Agreement Between the City of lone, the Sang-Hai Corporation formerly known as Portlock International LTD, and the Hahn Family Foundation for Temporary Management of the Castle Oaks Golf Course.
b. Amendment to the Management Agreement for the Castle Oaks Golf Course Between the City of lone, the Sang-Hai Corporation, and Indigo Sports, LLC (known as "Troon").

J. ADJOURNMENT
OF
TONE

CITY OF IONE
IONE, CA 95640
ORN
DATE: APRIL 30, 2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JOSH VARINSKY, CITY ATTORNEY
SUBJECT: AGREEMENTS FOR TRANSITION TO NEW OWNER/OPERATOR OF

THE CASTLE OAKS GOLF COURSE
RECOMMENDED ACTION:

Approve and authorize execution of the following agreements:

1. Agreement between the Sang-Hai Corporation f/k/a Portlock International, LTD, the Hahn Family Foundation, and the City of lone for Temporary Management of the Castle Oaks Golf Course; and

2. Amendment to the Castle Oaks Golf Course Management Agreement between the City of Ione, the Sang-Hai Corporation, and Indigo Sports, LLC (known as "Troon").

BACKGROUND / DISCUSSION:

The Sang-Hai Corporation, formerly known as Portlock International, LTD, is the current lessee of the Castle Oaks Golf Course. The Sang-Hai Corporation leases the land underlying the golf course pursuant to a Lease Agreement with the City executed in July 2011 ("Lease Agreement").

The Sang-Hai Corporation further contracts Indigo Sports, LLC (known as "Troon") for the day- to-day management of the golf course.

The Sang-Hai Corporation also happens to be the owner of the two properties used for the golf course: the "Clubhouse Property" located at 1000 Castle Oaks Drive, and the "Maintenance Property" located at 1230 Shakeley Lane.

In July 2024, the Sang-Hai Corporation and the City began discussions for the transfer of the Castle Oaks Golf Course to a new owner/operator. Different proposals have been exchanged since this time. For consideration by the City Council, presented are two agreements to help facilitate the transfer of the golf course to a new owner/operator.

AGREEMENT BETWEEN THE SANG-HAI CORPORATION, THE HAHN FAMILY

FOUNDATION, AND THE CITY OF IONE
The first agreement is between the City, the Sang-Hai Corporation, and the Hahn Family Foundation. This agreement establishes a framework for the Sang-Hai Corporation to engage new owners/operators for purchase and sale of the golf course, while maintaining continued operation and availability of the golf course during the transition period.

Commencing May 1, 2025, the City will assume all responsibility for the operation, management, and maintenance of the golf course for the duration of the transition period. It is estimated that the transition period would last between three to six months. Troon would continue managing the golf course on the City's behalf during the transition period.

As the City will be responsible for all costs and liabilities of the golf course, the City will also be entitled to all revenues, income, and profits generated during this period.

The Sang-Hai Corporation will keep the City informed of its discussions with interested purchasers, and the identified owner/operator will have the option to assume the existing Lease Agreement with the City.

In order to facilitate the transfer to a new owner/operator, waivers and releases are included in the agreement to allow for a transaction directly to a third party. This includes waiving the City's first right of refusal for the Clubhouse Property and the Maintenance Property, and also a release and waiver of claims upon closing with a new owner/operator.

The agreement contains the following financial obligations: (1) the City is responsible for all costs in the day-to-day management of the golf course, (2) the City will pay $10,000 per month to the Sang-Hai Corporation for use of all facilities, (3) the City will pay for the existing pro shop, food, and beverage inventory, estimated around $10,000-$15,000, and (4) the City will pay for termination fees that may be owed to Troon as a result of the planned transition in operations.

AGREEMENT BETWEEN THE SANG-HAI CORPORATION, THE CITY OF IONE, AND

TROON FOR MANAGEMENT OF CASTLE OAKS GOLF COURSE
Also attached is the Management Contract between Troon and the Sang-Hai Corporation. This agreement for all intents and purposes would be assigned to the City, where the City would take on the obligations of the Sang-Hai Corporation. Troon would therefore report to the City in its management of the Golf Course.

Troon's legal team is preparing an amendment to the existing contract. The Management Agreement generally provides that Troon, as an independent contractor, is responsible for the management and operation of the golf course subject to the supervision and direction of the owner.

Troon receives a monthly base management fee of approximately $8,300, and also an incentive management fee when Net Operating Income is positive.

The amendment will also specify the termination or cancellation fees owed to Troon as a result of early termination of the Management Agreement.

FISCAL IMPACT:

Under these agreements, the City will be responsible for all costs and liabilities during the transition period, although the City will also receive the revenues and income. If there is any shortfall, the City will be responsible for the costs to keep the golf course running. As noted above, the City will also pay $10,000 per month in rent, purchase the existing inventory, and will be responsible for Troon's termination fee.

It is also anticipated that the City will likely need to make an upfront payment to Troon to replenish inventory at the golf course.

ATTACHMENTS:

1. Agreement for Temporary Management of the Castle Oaks Golf Course (between the Sang-Hai Corporation, the Hahn Family Foundation, and City of lone) Exhibit A: Amended and Restated Lease Agreement (July 5, 2011)

2. Management Agreement between Indigo Sports, LLC and the Sang-Hai Corporation (dated March 17, 2023)

AGREEMENT FOR TEMPORARY MANAGEMENT

OF THE CASTLE OAKS GOLF COURSE

RECITALS
A. The Foundation owns that certain real property located at 1000 Castle Oaks Drive, Ione, California (APN 0005-320-034-000) (the "Clubhouse Property"), and 1230 Shakeley Lane, Ione, California (APN 005-320-037-501) (the "Maintenance Facility Property").

B. City owns the land underlying the Castle Oaks Golf Course, which it leases to Sang- Hai pursuant to that certain Amended and Restated Lease Agreement effective as of July 5, 2011 by and between City and Sang-Hai (the "Lease Agreement"), attached and incorporated hereto as Exhibit A.

C. Seller's fee ownership in the Clubhouse Property and the Maintenance Facility Property (and all personal and intangible property associated therewith) and its leasehold interest in the Lease Agreement shall be referred to herein as the "Golf Course." D. Seller desires to sell, assign, lease, transfer or convey the Golf Course to a new owner/operator (the "Transaction").

Seller and City are parties to that certain Castle Oaks Golf Course Management Agreement dated March 17, 2023, as amended as of the Effective Date, by and between Indigo Sports, LLC (known as "Troon"), Seller and City (the "Management Agreement") for the management and operation of the Golf Course during the period commencing on the Effective Date until the closing of the Transaction (such period shall be referred to herein as the "Transition Period").

During the Transition Period, the Parties agree to cooperate to facilitate the Transaction and also to ensure the Golf Course continues to be open to the public without disruption by having City assume all responsibility of Seller to maintain and operate the Golf Course.

G. On _ 2025, the City of lone City Council authorized the execution of this Agreement and all actions necessary and incidental to accomplish the transaction described in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT
Section 1. City Responsibility for Golf Course Operations. Unless otherwise set forth herein, City shall have the sole obligation to manage, operate, and maintain the Golf Course, subject to the following conditions:
(a) This Agreement shall commence on the Effective Date and shall continue in full force and effect until the end of the Transition Period. City may terminate this Agreement if Seller does not have a signed agreement with a new owner/operator for the transfer, sale, assignment or lease of the Golf Course within three (3) months of the Effective Date. In no event shall the Transition Period last beyond the term of the Management Agreement, as amended. Any other extension of, or early termination of the Transition Period shall be subject to the mutual agreement of the Parties.
(b) Except as provided herein, City will be responsible for all costs related to the management, operation, and maintenance of the Golf Course.

For the purpose of managing, operating, and maintaining the Golf Course, Seller hereby grants a license to access and use the Clubhouse Property, the Maintenance Property, and all attendant facilities for the duration of the Transition Period. This license shall be for the benefit of City (including all its elected and appointed officers, employees, contractors, representatives, and agents), Troon, and all such other parties that may require access and use of the Clubhouse Property and Maintenance Property. The license shall be irrevocable for the duration of the Transition Period.
(d) All furniture, fixtures, equipment, vehicles, and inventory in Seller's possession or control will remain at the Golf Course and be available for use during the Transition Period.

The Parties agree to cooperate with one another to assist Troon with the management and operation of the Golf Course during the Transition Period, including but not limited to, the obligations under the Management Agreement, establishing or transferring deposits or operating accounts, and assigning contracts and accounts, as may be necessary. (1) During the Transition Period, City shall be entitled to all revenues, income, and profits generated in the operation of the Golf Course.

During the Transition Period, City shall pay to Seller a monthly license fee of Ten Thousand Dollars ($10,000) for use of the Clubhouse Property, the Maintenance Facility Property and all attendant facilities to be paid by the 5th day of each month. (h) In regard to any cancellation fees or termination fees charged by Troon set forth in the Management Agreement, City agrees to be responsible for any and all such fees (the "Troon Termination Payment"). The Troon Termination Payment owed by City shall not be due until the

closing of the Transaction. Seller shall use commercially reasonable efforts to have such Troon Termination Payment be paid by the new owner/operator of the Golf Course.

Within fourteen (14) days of the Effective Date, City will pay to Seller, an amount equal to the value of the existing inventory at the Golf Course on the Effective Date (including but not limited to, pro shop merchandise, food, and beverages) as determined by Troon. Seller shall use commercially reasonable efforts to have the purchaser in the transaction pay City for any remaining inventory existing at the Golf Course on the closing date of the Transaction.

Seller shall continue to maintain a valid liquor license at all times for the Golf Course and permit use of the liquor license in the same manner as it has been used prior to the Transition Period
(k) In relation to the management, operation, and maintenance of the Golf Course, City shall have no liability for claims, payments, demands, and liabilities (collectively, the "Liabilities") arising or accruing prior to the Effective Date, which shall be the sole responsibility of Seller, and Seller hereby agrees to indemnify, hold harmless, and defend City for all such Liabilities during this period. City shall be solely responsible for Liabilities arising after the Effective Date, and City hereby agrees to indemnify, hold harmless, and defend Seller for all such Liabilities during this period.

Section 2. Due Diligence for New Owners/Operators. Immediately upon execution of this Agreement, Seller shall engage and solicit offers from interested third-party purchasers for the Golf Course. This Agreement is conditioned on Seller making commercially reasonable efforts to transfer the Golf Course to a new owner/operator within the Transition Period, and City reserves the right to terminate this Agreement if Seller ceases making such efforts. Seller and City agree to allow such third parties to conduct due diligence of the Golf Course. Seller and City agree to make the requested access and records in their possession promptly available to interested third parties. Seller and City will retain and collect all originals or copies of the records and documents disclosed. Such due diligence shall include, but not be limited to:
(a) Going on the Golf Course for the purpose of making such surveys, soil, engineering, geological, environmental and other tests, inspections, and measurements. (b) Going on the Golf Course for the purpose of inspecting improvements, furniture, fixtures, equipment, inventory, vehicles, and all other real property and personal property in connection with the Golf Course.
(c) Review of contracts, accounts, permits, licenses, and financial records. (d) All other documents and information in Seller and City's possession or control pertaining to the Golf Course, including but not limited to, any and all leases, liens, tentative and final maps, surveys, plats, title reports, soil reports, assessment or property tax documentation, environmental studies, and entitlement documents.

Section 3. Terms and Conditions for Acquisition by New Owner/Operator. For the sale, assignment, lease or transfer of the Golf Course from Seller to a new owner/operator, the following terms and conditions shall apply:
(a) The new owner/operator shall have the option to assume all assets, contracts, permits, and licenses of Seller concerning the Golf Course. (b) The new owner/operator will have the option to assume the remaining term of the Lease Agreement between Seller and City, without modification. In the event that the new owner/operator requests modification of the Lease Agreement, City agrees to negotiate in good faith to modify the Lease Agreement.
(c) As provided in Section 34 of the Lease Agreement, the new owner/operator is subject to City's consent, which shall not be unreasonably withheld. Seller shall keep City informed of its preferred owner/operator, and further allow the City a reasonable opportunity to meet with, interview, and conduct due diligence of the preferred owner/operator.

Section 4. Effect of Lease Agreement. Except as set forth in this Agreement, the Lease Agreement shall remain in full force and effect without limitation. Specifically, for purposes of the Iransition Period, the following provisions shall be interpreted to apply as follows:
(a) As provided in Section 19 of the Lease Agreement, Seller shall be responsible for all rent payments due to City, prorated through April 30, 2025. (b) As provided in Sections 19 and 26 of the Lease Agreement, Seller shall be responsible for all irrigation payments due to City, prorated through April 30, 2025. (c) As provided in Sections 22 and 23 of the Lease Agreement, Seller shall be responsible for payment of all taxes, fees, and charges pertaining to the real property and persona property of Seller (including the Clubhouse Property and the Maintenance Facility Property) prorated through April 30, 2025.

As provided in Section 24 of the Lease Agreement, Seller shall be responsible for all utility costs through April 30, 2025.
(e) All other payments due under the Lease Agreement not described above in clauses (a)-(d) above shall be the sole responsibility of City.

Seller shall have no obligation to pay the Assignment Fee, and City hereby waives the Assignment Fee as to Seller only, as described in Section 35 of the Lease Agreement.

For the transition to a new owner/operator contemplated by this Agreement, City agrees to a one-time waiver of its first right of refusal in relation to the Clubhouse Property and Maintenance Property, as described in Sections 42 and 43 of the Lease Agreement. Such waiver shall be of no further force or effect if closing with a new owner/operator does not occur within the Transition Period.

Section 5. Release and Waiver of Claims.
(a) For the duration of the Transition Period, (i) all statutes of limitations for either Party's assertion of claims, actions, and liabilities against the other in relation to the Golf Course shall be tolled; and (in) the Parties agree to not to bring any claim, action, or liability arising out of the Lease Agreement against the other.
(b) Upon the successful transfer of the Golf Course to a new owner/operator (with such closing evidenced by executed deeds, assignments, assumptions, and agreements), the Parties hereby agree to waive and release the other from all claims, actions, and liabilities against the other pertaining to the Lease Agreement and the Golf Course. Such waiver shall forever release and discharge each other and their respective agents, partners, employees, successors, and assigns from any and all causes of action, judgments, indebtedness, damages, losses, claims, liabilities, and demands of whatsoever kind, known or unknown, arising in any way from the Lease Agreement and the Golf Course.

In giving the general release herein, which includes claims which may be unknown at present, the Parties acknowledge that they have read and understand Section 1542 of the California Civil Code, which reads as follows: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party." The Parties hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to this release of claims, including but not limited to any unknown or unsuspected claims herein.
(c) Notwithstanding the foregoing, in the event such transfer to a new owner/operator is not accomplished within the Transition Period, the Parties reserve all rights and remedies at law and at equity against the other pertaining to the Lease Agreement and the Golf Course.

Section 6. Insurance. For the duration of this Agreement, Seller shall maintain all property, commercial, and liability policies required under the Lease Agreement. City, including its elected and appointed officers, councils, commissions, employees, contractors, representatives, agents, and volunteers shall be added as additional insureds, as evidenced by certificates of insurance. The cost of such coverage, if any, shall be the sole responsibility of City. The coverage shall contain no special limitations on the scope of protection afforded to City. Commencing on the Effective Date, City shall be responsible for the cost of premium payments associated with such insurance policies.

Section 7. Cooperation. The Parties hereby commit to direct, open, and honest communications at all times to accomplish the purposes of this Agreement and to facilitate the sale and transition to a new owner/operator.

Section 8. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or upon any breach or default hereunder, by either Party, shall be settled by arbitration accord with the following: City shall choose one arbitrator, Seller another, and the two (2) arbitrators shall choose a third, and the three (3) arbitrators shall hear and settle the matter. As an alternative to the above, on the request of either Party, the matter may be heard by the American Arbitration Association under their rules of Commercial Arbitration by one (1) arbitrator chosen pursuant to the American Arbitration Association's rules.

Section 9. Primary Representative; Notices. This Agreement shall be administered by the primary representative of the Parties indicated below or his or her designee. Any notice or communication pertaining to this Agreement shall be sent to the addresses below and be deemed delivered when in writing and delivered personally; or deposited with a courier service or in the United States mail. All notices and communications sent by personal delivery, courier service, or mail shall be accompanied by a copy sent by email to the addresses specified below. Either Party may update the contact information below at any time.

SELLER: CITY:

Jae W. Lee, Esq. Josh Varinsky, City Attorney
Drohan Lee LLP White Brenner LLP
5 Penn Plaza, 19th Floor 1608 T St.

New York, NY 10001 Sacramento, CA 95811
Email: [email protected] Email: [email protected]
with copy to: with copy to:

Sang-Hai Corporation Angela Shrimp De La Vergne, Esq.

L White Brenner LLP
Attn: Mr. Sang Hoon Hahn 1608 T St.

Email: [email protected] Sacramento, CA 95811
Email: [email protected]
Hahn Family Foundation
L
Attn: Mr. Sang Hoon Hahn
Email: [email protected]
Section 10. General Provisions.
(a) Recitals. The Recitals set forth above are hereby incorporated by this reference and made part of this Agreement. In the event of any conflict between the Recitals and Sections contained in this Agreement, the Sections will control. (b) Amendment. No amendments to this Agreement will be effective unless such amendment is made in writing, signed by both Parties.

(c) Waiver. Waiver by any party of a breach of any provision of this Agreement must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof, unless specifically stated in writing.
(d) Assignment. This Agreement may not be assigned without the non-assigning Party's written consent, which may be withheld, conditioned, or delayed in the non-assigning Party's sole discretion.
(e) Counterparts. This Agreement may be executed simultaneously and in several identical counterparts, each of which will be deemed an original, but which together will constitute one and the same instrument.
(f) Time is of the Essence. Time is of the essence with respect to the performance of this Agreement.
(g) Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between Seller and City as to the subject matter hereof.

Law and Venue; Personal Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California, and any action brought to interpret or enforce this Agreement will be in the County of Amador. Seller consents to personal jurisdiction in the State of California.
(i) Calendar Days. Unless otherwise specified, all "days" referred to in this Agreement are calendar days.
(j) Mandatory and Permissive. "Shall" and "will" and "agrees" are mandatory. "May" and "can" are permissive.
(k) Further Acts. The Parties agree that they will cooperate in good faith to accomplish the objectives of this Agreement and to that end, agree to execute and deliver such other instruments or documents as may be necessary and convenient to fulfill the purposes and intentions of this Agreement.
(1) Joint Preparation. All Parties to this Agreement have negotiated it at length and have had the opportunity to consult with and be represented by their own competent counsel. Each provision of this Agreement will be construed as though all Parties participated equally in the drafting of the same. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting Party will not be applicable to this Agreement.
(m) Authority. Each person executing this Agreement certifies that they are authorized to sign this Agreement on behalf of the entities described herein, bind the Parties to the terms contained herein. have legal title to the parcels described herein, and have due and proper authority under applicable law. [ Signatures on next page ]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date.

SELLER: CITY:

Sang-Hai Corporation f/k/a Portlock City of lone, CA
International, LTD a California municipal corporation
By: By:

Sang Hoon Hahn, its Authorized Stacy Rhoades, Mayor
Representative
Date:

Date:

The Hahn Family Foundation ATTEST:

By: By:

Sang Hoon Hahn, its Authorized Janice Traverso, City Clerk Representative
Date:

Date: -
APPROVED AS TO FORM:

By:

Josh Varinsky, City Attorney
Date:

Recording Requested By: Anador County Recorder
: Sheldon D. Johnson
City of Ione :DOC- 2011-0007185-00
Return To: I RECD BY CITY OF IONE
Monday, SEP 12, 2811 10:33:01
P.O. Box 398 ¡TEL Pd $0.00 Nbr-8008213796
Ione, CA 95640 CT2/R1/1-31
Document Title(s)
Golf Course
AMENDED AND RÉSTATED LEASE AGREEMENT
BETWEEN CITY OF IONE AND PORTLOCK INTERNATIONAL, LTD. FOR CASTLE

OAKS GOLF COURSE
This Amended and Restated Lease Agreement (this "Agreement") is entered into effective as of

RECITALS

1. Whereas, the City and Portlock's predecessor entered into a Lease Agreement for Castle Oaks Golf Course dated July 30, 1990, which was amended by Agreement Number One to Lease dated September 20, 1993 and further amended by Memorandur of Agreement approved by City on January 25, 1999 ("Original Lease"); * * *

2. Whereas, the Original Lease identified rights and obligations of the Lessor, Lessee and Project Sponsor;

3. Whereas, Portlock is the successor in interest to obligations of the Lessee in the Original Lease, but Portlock is not the successor in interest to the Project Sponsor,

4. Whereas, many of the obligations of the Project Sponsor in the Original Lease have been performed;

5. Whereas, the Original Lease was the subject of an arbitration award dated January 9, (
2006;

6. Whereas, pursuant to the Original Lease, the City owns and Portlock operates the Castle Oaks Golf Course and landscaped parking facility;

7. Whereas, pursuant to the Original Lease, Portlock was to own the clubhouse/restaurant and starting area, and maintain these facilities open to the public and the City was to obtain the clubhouse lot for Portlock to permit construction of these facilities by Portlock:
•

AGREEMENT AND LEASE
Article I - Lease

1. Leased Property - For purposes of this Agreement, the Leased Property is all of the golf ( course property vested in the City, further identified as Lot A (201 acres) in the Tentative * Recorded on 7/22/1990 ** Recorded on 9/27/93 At* Unrecorded 1990-008199 1993-009989 Document
703941011003796900004 1
::

Subdivision Map approved by Resolution No. 666 of the lone City Council on February 5, 1990. The Leased Property is also described in the legal description attached hereto as ( Exhibit A and made a part hereof, and identified in the Open Space Map attached hereto as Exhibit B and made a part hereof.

2. Facilities - For purposes of this Agreement, the Facilities are all buildings, structures, and some of the Facilities are owned by third parties and are leased to Lessee by their owner.

3. Lease of Property from City to Portlock - The City hereby leases to Lessee the Leased Property pursuant to the terms of this Agreement.

4. Use of Leased Property - Lessee agrees to use the Leased Property and Facilities for the operation of a public golf course and other activities customarily associated with or incidental to the use and/or operation of a public golf course, including the right of sale or rental of merchandise at a professional golf shop, furnishing of lessons by golf professionals, operation of a driving range, sales of food and beverages, including alcoholic beverages. Lessee shall not use the Leased Property for any unlawful purpose and shall comply with all valid laws, ordinances, rules and regulations of any governmental agency applicable to the Leased Property or the business or businesses conducted on the Leased Property.

5. Term of Lease - The Parties agree that the term of this Lease began on the first day of any commercial operation of the golf course, which is determined to be June 5, 1994, and shall continue in effect for a period of 65 years from the first day of any commercial operation.

Article II -Operation

6. Clubhouse, Starting Area, and Parking Facilities - A clubhouse/restaurant, a starting area with facilities, and a landscaped parking facility are three separate and distinct improvements on Lot J as identified on the Tentative Parcel Map as approved by the lone Planning Commission by Resolution No. 89-5 dated December 11, 1989, and as amended y Resolution 666 adopted February 5, 1990 by the City Council and as further amende y Resolution No. 665 and ratified by the City Council on March 5, 1990 a. Clubhouse- The clubhouse shall consist of a restaurant, lounge, meeting rooms, locker rooms and restrooms. Lessee shall be responsible for maintenance and repair of the golf course clubhouse during the term of this Lease. b. Starting Area - The starting area shall consist of a pro shop, cart storage building, tarter's office, locker rooms and restrooms. Lessee rents these facilities from ird party owner, but covenants that these facilities shall be available to th 70394101 1 0037969-00004 2
public during the term of this Lease. Lessee shall be responsible for maintenance responsible for maintenance and repair of the landscaped parking facility during d. The building or buildings constructed for use as the clubhouse and the cart shed shall together contain a minimum of nine thousand (9,000) square feet, inclusive of outdoor patio area and the Parties agree that the existing clubhouse as of the date of this Agreement satisfies this requirement.

7. Maintenance and Repairs - Lessee shall have the sole responsibility for the upkeep, maintenance and repair of the leased property including all buildings and structures thereon, whether erected by Lessee or erected by Lessor with Lessee's consent, and will maintain the leased property in good, sanitary and safe order and condition and in repair, all at Lessee's sole cost and expense. As standards, Lessee agrees to maintain the Leased Property in conformance with standards common in the golf industry for similarly situated golf establishments and in a manner that ensures a high quality golf venue for the residents of lone and is generally consistent with the standards for maintenance in place since the completion of the construction of the golf course. Lessee shall in addition pay any and all costs of any maintenance or repairs, as such additional construction may be permitted under the purposes of this lease, and at all times shall keep the premises, buildings and other structures and improvements and the land which is the subject of this lease free and clear of any and all mechanic's and materialmen's liens that may arise or result from any such construction, maintenance or repairs done by or on behalf of Lessce.

Lessee also agrees that it will maintain the clubhouse facilities in accordance with the requirements of its lease with the third party owner which essentially places all responsibility for upkeep and repair of the clubhouse and related facilities on the Lessce.

8. Green Fees - Green fees will be charged by Lessee and will be competitive with local Solo, and sure Dry counse in the Coity. An a Cort sit be made to timit alley naximum increases in green fees to no more than 10% per calendar year without the vritten consent of Lessor. First year fees were set by Lessee and approved by Lessor and will be annually re-set thereafter, and Lessor agrees not to unreasonably withhold

9. Discount - Lessee shall provide City of lone residents with a discount programn set by Lessee during the entire term of the Lease. The Lessee will have the right to provide Senior Citizens discounts, tournament discounts, student and afternoon discounts and team or group discounts. Each discount is to be consistent within the class, and available to everyone in any such class of discounts.

10. Rules & Regulations - Lessee will clearly post the rules and regulations governing the use of the golf course and will enforce them fairly for all users. 70394101.1 0037969-00004 3

11. Open to the Public - The golf course will be open to the public 7 days per week including ( olidays other than Christmas, New Years Day and Thanksgiving, and the clubhouse wi e open a minimum of 312 days per year at the discretion of the Lessee

12. Hours of Operation - The hours of the golf course and the hours for the club house will be as established by the Lessee, and depending upon the time of year and area and on all other conditions. The basic hours that the golf course is open for business to the public shall be from approximately sunup to sundown. Lessee will periodically post the hours of daily operation of all facilities, as they are from time to time established, modified or changed.

13. Personnel - Lessee will be in charge of all golf course operations, maintenance, repair and supervision. The Lessee may hire greenskeepers, or other operators, irrigation people, landscape personnel, bookkeepers, CPA and all office personnel and supervisory personnel, and all such personnel shall be considered employees of Lessee and not employees of Lessor. Lessee shall be solely responsible for their salaries, workmen's compensation, employee benefits, and state and federal taxes and benefits.

14. Covenant of Code Compliance - Lessee covenants and agrees that upon the commencement date of the within lease, the Leased Property will be in full and complete compliance with all applicable Federal, State, County and City codes, laws, ordinances, resolutions and regulations, including without limitation, any and all building, plumbing, electrical, heating, comfort cooling, ventilating and air-conditioning, fire, health, environmental, safety, zoning and hazardous waste regulations, rules, codes and laws. In the event it be determined, following the commencement date of this lease, that the leased Property is not in fact in compliance with any such applicable code, ordinance, rule, regulation or law, Lessec agrees that it will cause all reasonably necessary steps to be taken at Lessor's cost and expense to bring the Leased Property into full compliance with such code, ordinance, rules, regulations and/or laws. Thereafter, Lessee in its operation, maintenance and repair of said property shall itself comply with any and all such applicable codes, ordinances, rules, regulation or laws, at Lessee's sole cost and expense. essor agrees not to impose any rules, ordinances, regulations and laws upon Lessee that Lesson boundaries fat gret pulic businese on other corporate citizens within

15. Quiet Enjoyment - Subject only to the terms of this Lease, so long as Lessee complies with its obligations under this Lease, Lessor shall secure to Lessoe the quiet and peaceful enjoyment of the Leased Property without objection or interference from Lessor or any party claiming under Lessor.

16. Lessor's Cooperation - Lessor recognizes and acknowledges that that Lessee will need (
70394101.1 0037969-00004 4
( agencies, officers, boards or councils, and that are required in order for Lessee to fulfill its obligations under this Lease. Lessor further agrees it will designate a specific officer or agent having appropriate experience and authority whose responsibility it is to worl vith Lessee in assuring the Lessee obtains the full cooperation and assistance of Lessor ubject to the terms of this Lease and all applicable laws. This paragraph shall not be nterpreted to amend the requirements or standards for any such permit or license of th City. It is agreed that this paragraph provides for procodural cooperation and not special treatment.

17. Inspection - Lessor at all times shall have the right to inspect the golf course premises during business hours upon 24 hours written notice to Lessee. In the event that Lessor should deem Lessee to be in breach or in default of any of Lessee's obligations for maintenance or repair, Lessor shall first give Lessee ten (10) days written notice of any such claim, failure or default, and Lessee shall thereafter have fifteen (15) days within which to correct any such deficiency. In the event of Leasee's failure to rectify the claimed defect to Lessor's reasonable approval within the aforesaid period of time, Lessor shall then have the right to correct the same and lessee shall have the obligation to reimburse Lessor for all of Lessor's reasonable cost and expenses in so doing. Anything to the contrary herein notwithstanding, Lessee's obligation to keep the premises, buildings and structures in good maintenance and repair shall not require Lessee to repair, replace, or maintain to anything greater than original standards and conditions.

Article III - Budget/ Rent

18. Annual Budgets - Lessee shall prepare an annual budget for management and maintenance of the Leased Property which Lessee may base on the prior year's operating results. The budget for the Leased Property shall provide for reasonable management expenses and operation and maintenance of the golf course in a manner that achieves a level of service and maintenance consistent with this Lease. Lessee shall also prepare an annual budget for operation, maintenance and repair of the clubhouse facility, which may be included in the budget for the Leased Property or may be a separate budget. The budget for the Clubhouse shall specifically include any maintenance and repair of the shall be submitted to Lessor by January 30% of any given year.

19. Distribution of Revenue - The gross revenues of the Golf Course shall be allocated as follows and applied in the following order:

FIRST: Management and maintenance of the Leased Property and Facilities, pursuant to the budget identified in Article III, paragraph 18 herein.

SECOND: Payment to Lessor of all amounts owed by Lessee to Lessor for water used to irrigate the Golf Course and to defray the Costs associated with operating, maintaining 70394101.10037969-00004 5
and repairing the lone tertiary water plant all in accordance with Article IV, Paragraphs 25,26 and 27, hereof.. r
THIRD: Payment to Lessor of Rent - The Parties acknowledge that Lessee paid Lessor an annual percentage rent based on its gross revenues generated during the period from the commencement of the Original Lease through June 31, 2010. The Parties agree that commencing July 1, 2010 and continuing during the remainder of the Term, Lessee shall pay Lessor annual rent for each fiscal year (July 1-June 30) as follows:

Years of Lease Amount
July -, 2010- June 30, 2018 $43,000.00 per year
July 1, 2018 - End of Lease Term $40,000.00 per year, plus 1% of all yearly gross revenue generated at
the golf course above $2,200,000
Rent shall be paid by Lessee to Lessor annually in account of each preceding year by July 20** of the following year. Lessor and Lessce anticipate that the Mello Roos obligations encumbering the golf course property are due to expire in 2016. In the event that the Mello Roos bonds encumbering the golf course property are not extinguished by July 1, 2018, the payment by Lessee to Lessor of one payment of 1% of all yearly gross revenue generated at the golf course above $2,200,000 shall be delayed until such time as the Mello Roos bond obligations covering the golf course property are extinguished.

The term "gross revenue" as used herein shall not include any of the following: (1) credits or refunds to customers for merchandise returned or exchanged; (2) transfers of merchandise from the Leased Property to other stores or warehouses of Lessee or its affiliated companies; (3) any sales taxes or other taxes imposed under any laws, ordinances, orders or regulations, whether now or hereafter in force, upon or based upon the gross receipts of Lessee or the sale or sales price of merchandise and which must be paid by Lessee, whether or not collected by Lessee from its custorers; (4) returns of merchandise to shippers or manufacturers; (5) the net amount of discounts allowed to any or waray as to hy sales which it expects to male set Leased Propero representation The Parties agroc, that as of July 1, 2010, all rent owed under the Lease through that date las been paid by Lessee to Lessor and that as of December 31, 2010, all payments owe under the Lease for water and in respect of the operations and maintenance of the lon Tertiary Plant have been paid by Lessee to Lessor.

20. Accounting - Lessee shall provide Lessor an accounting of Lessee's operations on or before the 30th day following each June 30% of the Lease term. The accounting shall ( 70394101 1 0037969-00004 6
include a statement showing gross revenue for the fiscal year or portion thereof last receding the due date of such statement together with any percentage rent due. Lesso hall have the right to receive an annual audit of Lessee's operations, performed a

21. Failure to Account/Pay - Failure of Lessee to account properly for gross revenues, or to Article TV - Taxes, Fees and Charges

22. Real Property Taxes - In the event this Lease creates a possessory interest in Lessee whereby Lessee's interest shall become subject to separate real property taxation, Lessee agrees to pay such real property taxes prior to delinquency, except in the case of contests of such taxation made in good faith. Lessee will have the right to contest the validity or amount of real property taxes by means of appropriate proceedings diligently pursued at Lessee's sole expense. Lessee agrees that, upon final determination of liability, it will promptly pay the amount of taxes found owing, along with any interest, penalties or costs that may result from Lessee's contest.

23. Other Taxes - Lessee will pay all taxes, license fees or other governmental charges ( assessed or imposed on the personal property owned by Lessee on the Leased Property of upon the business operations of Lessee conducted on the Leased Property.

24. Utilities - Lessee will pay before delinquency all charges for utilities, including electricity, gas, heating, cooling, telephone, and domestic water used by Lessee on the Leased Property.

Article TV - Irrigation of Golf Course

25. Water Supply Through 2014 - Through the year 2014, water for irrigation of the golf for ARSA Wastewater Contract dated July 30, 1990 between City and the original projec sponsor. Lessee shall use water provided by City pursuant to the ARSA Wastewate ( (i; $11,200 per month from July 1, 2013 and December 31, 2014. 70394101 1 0037969-00004 7

26. Water Supply After 2014 (
a After December 31, 2014, Lessee agrees to continue using treated water from the Ione tertiary treatment facilities to irrigate the golf course prior to using water from any other sources provided the parties have agreed to a Reasonable Rate as defined by and pursuant to subsection c of this Paragraph 26, unless (a) the alternate source proposed by Lessee is approved by lone; or (b) water from another source is secured pursuant to subsection d of this Paragraph 26. b. After December 31, 2014, lone agrees to provide treated water from lone tertiary treatment facilities to meet Lessee's irrigation water needs at the golf course, contingent upon such water being available, unless (a) an alternative source proposed by Portlock is approved by lone; or (b) water from another source is secured pursuant to paragraph d herein. So long as water must be provided pursuant to this Agreement, Lessee shall have the exclusive first right to all water treated by the lone tertiary treatment facilities until the golf course requirements have been fully satisfied. Ione agrees not to obligate itself to other potential water users that would limit Lessee's exclusive first right to treated water from lone. c. After December 31, 2014, and so long as lone provides water to Lessee pursuant to this Agreement, lone agrees to charge, and Lessee agrees to pay, a rate not to exceed a Reasonable Rate for the purchase of treated water from the lone tertiary treatment facilities. Reasonable Rate will be determined in good faith by mutual agreement of the parties, based upon discussions that consider factors that include but are not limited to the following: (1) the volume and availability of tertiary treated water within fifty (50) miles of lone; (2) the volume and availability of wastewater suitable for treatment by the lone tertiary treatment facilities; (3) the availability and capacity of alternative sites for disposal of treated water in lone; (4) the rates for tertiary treated water paid by other golf courses and other users of tertiary treated water within fifty (50) miles of lone; (5) the costs incurred by lone in treating wastewater at the lone tertiary treatment facilities; (6) the contribution CDCR, and sewer rate payers whose wastewater is treated at the lone Tertiary Plant; and (7) the cost to lone to dispose of treated tertiary water at alternative rate to purchao yate mber 31, 201, or will get sue ay water of suc 1, 2019, or longer as may be agreed upon by the
parties.
d. If prior to June 30, 2014, the parties have been unable to agree upon a Reasonable Rate, lone shall notify Lessee of the rate it proposes should be set as the easonable Rate (*Proposed Rate"). Should the parties fail to agree upon easonable Rate prior to June 30, 2014, and either (1) lone fails to specify (. 70394101 1 0037969-00004 8
'Toposed Rate by June 30, 2014, or (2) Lessee believes the Proposed Rate 1s no easonable based on the factors listed above, Lessee may, at its sole discretion egotiate with other parties regarding alternative sources of water. Throughou his process the parties may continue to negotiate and may at any time reac needs of the golf course on a reliable basis, and is less expensive than the • Proposed Rate, then Lessee must give lone written notice (the "Rate Notice') of such price. The decision as to whether or not to continue to provide water to the golf course at the rate specified in the Rate Notice shall be at the sole discretion of Ione, based upon factors that may include but are not limited to lone's judgment as to the relative costs and benefits of disposal at alternative sites or through alternative means. In other words, if lone determines to accept the rate set forth in the Rate Notice and provides timely written notice of its election to do so, Lessee shall not be entitled to obtain water from an alternative source. Ione shall have thirty (30) days after receipt of the Rate Notice in which to provide written notice that it accepts such rate as the Reasonable Rate for treated water delivered to Lessee thereafter. In that event, such rate shall apply as the Reasonable Rate for the period through December 31, 2019. If lone declines the offer, or does not timely accept the offer, Lessee may contract to receive water from the alternate source, subject only to that source meeting any applicable state and federal ( environmental requirements relating to depositing such water on the golf course, and notify one in writing (the "Change Notice") of the effective date of the change in water supply (which shall be no sooner than the later of December 31, 2014, or ninety (90) days after the Change Notice). Lessee's obligation to take water from the lone tertiary treatment facilities, and lone's obligation to provide water to Lessee, will be terminated and eliminated as of the effective date specified in the Change Notice. Should the parties fail to agree upon a Reasonable Rate prior to December 31, 2014, and Lessee does not provide a Change Notice by September 30, 2014, the Proposed Rate shall be the rate January 1, 2015 or a period of ive years or for lonal as may be agod upon by the parties.
e. If applicable, after December 31, 2018 (and/or one (1) year prior to any 70394101 1 0037969-00004 9
•f. Notwithstanding anything contained within this Paragraph 26 or in any other ( or water used in irrigating the golf course, commencing January 1, 2015 an ontinuing yearly thereafter during the remainder of the Term, so long as eith irrigating the golf course and Lessor shall be bound to deliver said water.

Commencing in 2020 and continuing at the beginning of every fifth year thereafter until the end of the Lease, the $70,000 cap shall be adjusted upward by 50% of the rate of inflation for the previous five year period as established by United State Department of Labor Consumer Price Index.

27. ARSA Contract - Approval of this Lease Agreement is conditioned upon the acknowledgment of and incorporation by reference of the ARSA Wastewater Contract and Implementation Agreement until December 31, 2014. This Lease Agreement and all attendant permits, maps, agreements, or other entitlements granted by City for this project shall incorporate by reference and require adherence to the ARSA Wastewater Contract and Implementation Agreement. The terms and conditions of the ARSA Wastewater Contract shall govern in the event of any conflict or inconsistencies between this Lease Agreement and attendant map, permit, master plan, or other entitlement and the ARSA Wastewater Contract except that the terms and conditions of the Article TV, Paragraphs, 25 of this Lease shall govern with respect to the amounts Lessee must pay to the Lessor for use of water from and maintenance and operation of the lone tertiary treatment facilities and related facilities prior to December 31, 2014 Article V - Insurance and Indemnity

28. Indemnity - Lessee agrees to indemnify, defend and hold Lessor and its elective and appointive boards, commissions, otticers, agents, and employees harmless from any an ll claims, causes of action, damages, costs or expenses (including without limitatio

29. Public Liability Insurance - Lessee shall, at all times during the Term of this Lease, maintain or cause to be maintained comprehensive public liability and property damage insurance covering the risks of bodily harm and/or death, property damage, and persona (
70394101 1 0037969-00004 10
adjusted periodically to reflect inflation and provide reasonable and current insurance

30. Workers' Compensation Insurance - Lessee shall also provide, or cause to be provided, Workers' Compensation insurance as required by law, together with a contingent • employer's liability endorsement in favor of Lessor, covering employees of Lessee and employees of any contractor, subcontractor, agent or representative of Lessee.

31. General Requirements for Insurance - Each policy of insurance carried by Lessee pursuant to this Lease shall provide that it may not be cancelled without at least thirty (30) days prior written notice to City. Upon request of City, Lessee shall furnish to City a copy of each policy of insurance carried pursuant to this Lease, or a certificate thereof, stating that such insurance is in full force and effect and, in the case of the public liability insurance, showing City named as an additional insured. Any insurance required to be maintained by Lessee hereunder may be maintained under a so-called "blanket policy' insuring other parties and other locations, so long as the amount of insurance required to be provided pursuant to this Lease is not thereby diminished. City shall be named as the additional insured on all such policies.

32. Fire Insurance - Lessee shall maintaia, at Lessee's sole expense, a standard form policy or policies of fire and extended coverage insurance on the Leased Property, including th lubhouse and related buildings and all personal property, fumishings and equipmen owned by Lessee, in an amount equal to not less than eighty percent (80%) of the insurable value of said buildings, furnishings and equipment Article VI - Frustration of Purpose

33. If at any time during the term of this lease any governmental entity having competent jurisdiction over the Leased Property (except Lessor) should enact any law or ordinance hat legally prohibits the use of the whole or a substantial part of the Leased Property for the purposes as hereinbefore provided in this Lease, or in the event that & declared or undeclared war, sabotage, riot, or other acts of civil disobedience, acts of government, floods, earthquakes, or other acts of God, should occur which will substantially prevent Lessee's fulfillment of its rights and obligations, under the terms of this Lease, then Lessee shall have the right, any time within 120 days after the effective date of any such law, ordinance, regulation or occurrence, to terminate this Lease and surrender possession of the Leased Property to Lessor. Any such cancellation and surrender will act to release and discharge Lessee from any further obligation under this Lease agreement. Lessor agrees that it will not during the term of the within lease, enact any law, ordinance, rule or regulation in its capacity as a municipal corporation which would prevent Lessce under this Lease from enjoying all the rights and privileges herein established and conveyed, or which would in any way impair Lessee's leaschold interest under the term of this Lease. Lessee acknowledges that Lessor may have the power and jurisdiction to 70394101.1 0037969-00004 11
enact such laws, ordinance or regulation, but that any such enactment would nonetheless constitute a material breach of this Lease agreement, if applied to the Leased Property. ( Article VII - Assignment
in writing. In the event that any such assignment or subletting is approved by Lessor, the assiguee or sublessee shall agree in writing to be bound by all of the covenants of this this Lease.

35. Assignment Fee - Lessee shall pay Lessor a fee from monies received in the event it sells and assigns its leasehold interest to an unrelated third party or entity in the amount of Fifty Thousand Dollars U.S. ($50,000) or one percent (1%) of the sales price whichever is greater. Lessee shall pay no foc if it sells and assigns its leasehold interest to Lessor.

Article VIII - Breach and Remedies

36. Condition of Default - Any of the following acts or failures to act will constitute a breach ( and default of this Lease agreement:

If either party fails to perform any of its obligations under this Lease when due b. In the event that Lessee shall be adjudged bankrupt under Federal bankruptcy laws which prevent Lessee from continuing to operate per the within lease agreement, or in the event a receiver be court appointed for the within leasehold interest, or in the event Lessee's interest in this Lease should pass by operation of law to any person other than Lessee, and any such adjudication, appointment or order as above-referenced is not vacated, dismissed or set aside within 120 day c. If for any reason Lessee ceases to operate the golf course and in response to written inquiry of the City fails to provide reasonable assurance within three days ( 70394101 1 0037969-00004
( that the golf course will immediately reopen and that the Lessee has the capability to reopen and continue to operate in accordance with the requirements of this Lease, it shall be an event of default.

37. Remedies - If any of the conditions identified in subsection 35 above should occur and the party does not cure the default within the time limits specified or any extensions thereof, such non-defaulting party may then elect to terminate this Lease immediately and seek all remedies as provided under law and equity. If Lessee is the party in default, Lessor may terminate Lessee's right to possession.

If either party at any time by reason of the other party's default pays any sum or does any act that requires payment of any sum, the sum paid by the non-defaulting party shall be immediately due and owing by the defaulting party to the non-defaulting party at the time the sum is paid, and if paid at a later date shall bear interest at the rate of ten percent (10%) per annum from the date the sum is paid by the non-defaulting party until the non- defaulting party is reimbursed by the defaulting party.

If either Lessor or Lessee should find it necessary to bring an action in a court of law or in arbitration, to enforce any of its rights or remedies under this Lease, both parties agree that the prevailing party in any such litigation shall be entitled to a recovery of reasonable attorney's fees and costs incurred by way of such action. ( 38. Arbitration - Any controversy or claim arising out of or relating to this Lease or the leasehold interest created thereby, or upon any breach or default hereunder, by either party, shall be settled by arbitration in accord with the following: The Lessor shall choose one arbitrator, the Lessee another, and the two arbitrators shall choose a third, and the three arbitrators shall hear and settle the matter. As an alternative to the above, on the request of either party, the matter may be heard by the American Arbitration Association, under their rules of Commercial Arbitration by one arbitrator chosen pursuant to the American Arbitration Association's rules.

Article X - Disposition of Property

39. Rights of Termination - Upon the expiration of the term of the Lease, or upon the sooner termination of the Lease under any of the provisions of this Lease, Lessee shall delive over to Lessor the peaceful and quiet possession of the Leased Property, together with all

40. Lessee's Right of First Refusal - Lessee shall have a continuing Right of First Refusal to ( purchase the Leased Property. This Right of First Refusal shall be based upon the terms 70394101 1 0037969-00004 13
receipt of written notice from Lessor outlining the terms and conditions contained within ( said bona fide offer, shall have a period of thirty (30) days to notify Lessor in writing tha

41. Lessor's Right of First Refusal - Lessor shall have a continuing Right of First Refusal to purchase the leasehold interest in the Leased Property. This Right of First Refusal shall e based upon the terms and conditions contained in a bona fide written or verbal offe received by Lessee. Lessor after receipt of written notice from Lessee outlining the terms and conditions contained within said bona fide offer, shall have a period of thirty (30) days to notify Lessee in writing that Lessor is hereby exercising its Right of First Refusal.

If Lessor fails to so notify Lessee within said thirty (30) day period, this Right of First Refusal shall lapse as to that offer but shall apply to all future offers received by Lessee and its successors in interest.

42. Disposition of Ownership of Maintenance Facility Property - It is agreed and understood that upon expiration or any termination of this Lease the Lessor shall have the exclusive right to either purchase or lease (limited to 10 year lease terms and renewable for no more than 2 terms) from Mauna Kea Villages, LLC, a Hawaii limited liability company its successors in interest or assigns ("Mauna Kea"') its successors and assigns the real property and improvements located thereon comprising the maintenance facility for the Golf Course for a price or lease rate (as the case may be) mutually agreed to by Lessor and Mauna Kea. In the event that Lessor and Mauna Kea cannot agree on a lease rate or purchase price, each of Lessor and Mauna Kea shall be permitted to select a licensed appraiser who shall either (a) appraise the fair market value of the fee interest purchase that Lessor desires to obtain or, (b) determine the fair monthly rental rate for the maintenance facility property over the period of time that Lessor desires to lease said property from Mauna Kea. The amount paid by Lessor in monthly rent or for the fee

43. Disposition of Ownership of Lot J- It is agreed and understood that upon expiration or ny termination of this Lease the Lessor shall have the exclusive right to either purchas or lease (limited to 10 year lease terms and renewable for no more than 2 terms) fron Mauna Kea its successors in interest or assigus all of Lot J (which includes the Clubhouse and related improvements) for a price or lease rate (as the case may be) mutually agreed to by Mauna Kea and the Lessor. In the event that Lessor and Mauna Kea cannot agree 70394101 1 0037969-00004 14
on a lease rate or purchase price, each of Lessor and Mauna Kea shall be permitted to select a licensed appraiser who shall either (a) appraise the fair market value of the fee interest purchase that Lessor desires to obtain or, (b) determine the fair monthly rental rate for the Clubhouse over the period of time that Lessor desires to lease the Clubhouse from Mauna Kea. The amount paid by Lessor in monthly rent or for the fee interest Article XII - Notices and Addresses

44. All notices, demand, requests or replies provided for or permitted by this Agreement shall be in writing and may be delivered by any one of the following methods:
a. By personal delivery;
b. By deposit with the United States Postal Services as certified or registered mail, return receipt requested, postage prepaid to the addresses stated below; ( c. By prepaid telegram;
d. By deposit with an overnight express delivery service.

Notice deposited with the United States Postal Service in the manner described above shall be deemed effective three (3) business days after deposit with the Postal Service. personal delivery.

For purposes of notice, demand, request, reply or payment, the address of Lessor shall be:

City Council
City of lone
Post Office Box 398
Ione, CA 95640
The address of Lessee shall be:

Portlock International, Ltd.
• 17 E. Winchester St., Ste. 200
Murray, UT 84107
(
70394101.1 0037969-00004 15
•
".

States oh party cal a te neir boria dier dres within the Vaited. ( Article XIII - Governing Law

45. This Agreement and the rights and liabilities of the parties to this Agreement shall be governed by the laws of the State of California. If any provision of this lease is avalidated by judicial decision or statutory enactment, the invalidity of any other suct provision will not affect the validity of any other provision of the Aereement Article XTV - Captions

46. Captions in this Agreement are included for convenience only and are not to be taken into consideration in any construction or interpretation of this lease or any of its provisions. [SINGATURE PAGE FOLLOWS]
(
•
-
70394101 1 0037969-00004 16
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and binding as of the date first written above.

LESSEE: LESSOR:

PORTLOCK INTERNATIONAL, LTD CITY OF IONE
plan o fie
DAN Name: David P.

Title: President Sec-Tures. Title: Mayor
APPROVED AS TO FORM:

By:

Ione City Attorey
Mauna Kea Villages, L.Lf, a Hawaii limited liability company, hereby joins in the execution of ( this Agreement solely for the purpose of unconditionally agreeing to be bound by and to perform the provisions set forth in Article X, Paragraph 42 and 43 of this Agreement.

MAUNA KEA VILLAGES, LLC
Uhm
By:

Name: a ANGI Hoow HAHN
Title: MANAGER
(
70394101 1 0037969-00004 17

CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT
State of California
County of Amador
Janice M. Trausese
who proved to me on the basis of satsfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the Instrument the person(8), or the entity upon behalf of
which the person(s) acted, executed the instrument.
• County
Des 29,9912 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature.

Place Notary Saal Above
— OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relyng on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document
Title or Type of Document: _
Document Date: _ Number of Pages: _
Signer(s) Other Than Named Above
Capacity(les) Clalmed by Signer(a)
Signer's Name. Signer's Nam.....
• Individual • individual
• Corporate Officer - Title(s) • Corporate Officer - Title(s) • Partner — O Limited [ General • Partner - [ Limited D General • Attorney in Fact • Attorney in Fact
Top of thumb here Top of thumb here
• Trustee • Trustee
• Guardian or Conservator • Guardian or Conservator
• Other • Other:

Signer is Representing. Signer is Representng..
200/Netonal Nory Mesolution- 050 De Boto Are PO Bak 2402 Chateworth CA 1315242-wHatonelluryog ham 8507 Reorder Cal Tol-Fine 1-600-4766827

STATE OF UTAH )
: SS.

COUNTY OF SALT LAKE
The foregoing Amended and Restated Lease Agreement for Castle Oaks Golf Course was and reded an of Potok ine me lial, da of a call Dari open, Screamy acknowledged to me that the foregoing was executed by authority.

CAROLYN M WOOLSEY Caroly on Woolsey
ПОРИТУ РИБИК-БІАТЕ ОБИТАН NOTARY PUBLIC
COMMOSION: 605186
COMML, EXP. 03-88-2015

STATE OF FLORIDA
sS.

COUNTY OF ORANGE
The foregoing Amended and Restated Lease Agreement for Castle Oaks Golf Course was Acknage or Mana Kes begs, Lc, a 2a initialty company Bring day aW acknowledged to me that the foregoing was executed by authority.

Kauna Muge
KARILA J. BRIGIS
Notary Probile - State ot Florida NOTARY PUBLIC
My Ceron. Expires Oct 25, 2014
Comminion & EE 21013
•
( •

LEGAL DESCRIPTION OF A PARCEL OF LAND
Let 1
Of Survey entitie PORTION OF RANCHO ARO SECOND THE CITY OF TONED et sea, records of Mador County, californla, described as follows:! Commencing at Caltfornia Division of Highways Reference Monument 261 as shown on State Highway Map of Route 104, District I0, Amador County on Sheet 16 of 18; thence N66 54'19° (basis of bearings), 1021.65 feet, to Reference Monument 250 as shown on said Map, Sheet 15 of 18 thence $57•54'48", 2455.68 feet, to a fence corner at the southeast corner of that parcel shown on the Record of Survey recorded in Book 20 of Maps and Plats at Page 19, records of Amador County, being the Point of Beginning; thence N76°34'27"V, along the South line of said parcel, 232.24 feet; thence S13°25'33"W, 484.45 feet; thence N76'34'27°W, 150.00 feet; thence N33•52'31"W, 295.51 feet; thence N80°48'35"V, 78.06 feet; thence $52•15'20*W, 197.81 feet; thence S27•55'38"H, , 123.59 feet; thence S03 35 56"W, 249.00 feet; thence $05°46'19"E, 198.94 feet; thence $36°34'05"E, 251.61 feet; thence S07 58'37"W, ,95.00 feet; thence 579°02'48°W 389.03 feet; thence N74•55'48"N, 174.91 feet; thence S15 03 17" 308.68 feet; thence S76*57'14°E, 493.69 feet; thence N89•00'35 226.77 feet; thence S61'18'42"E, 203.98 feet; thence S76*57 '14 208.20 feet; thence N84 28'09"E, 104.40 feet; thence N17°28'35"E, 246.61 feet; thence N45'26'34"W, 129.16 feet; thence N17°28'35 E, 72.71 feet; thence N13 54'59°W, 122.56 feet; thence N02 02'17"W, 70.74 feet; thence N09•50'25"E, 286.74 feet; thence N25°14'19*E, 91.93 feet; thence N40°38'13"E, 381.01 feet; thence N55°26' 16*E, 101.31 feet; thence N70°14'19"E, 101.31 feet; thence N85°02'22"E, 101.31 feet, thence S80'09'35"E, 220.66 feet, to a point in the arc of a non-tangent curve, the center of said curve bears N87"34'34"W, 770.00 feet; thence northerly 80.92 feet along the arc of said curve, through a central angle of 6°01'16* , to a point of compound curvature, Subject to existing rights-of-way and easements.

Said parcel containing 32.733 acres, more or less.
(ms0219-b) B.

ROBERT NO. SHEAFFER
ERIT A
( Page 1 of i
2-3191

SAE OF CAFORN
во 0613 PACE 248
n.!.r 7 .a...
-

LEGAL DESCRIPTION OF A PARCEL OF LAND
Let 2
-
Reference Monument 250 as shown on said map, Sheet 15 of 18; thence 548003/094 5070.88 feet. to the western most southwest corner of said Parcel "A"; thence S77°19'29"E, along the South line of said Parcel "A"

80.07 feet, the West tine of said Parcel A, 187. thet thence 572: 5ar9l7, 35th feet; thence S81*38'23"E, 288.67 feet; thence S74'43'41*E, 548.50 feet; thence S24°11'26"E, 153.25 feet; thence S03°37'35"W, 820.88 feet; thence S82°36'24"E, 215.87 feet; thence N74°27'10"E, 478.15 feet; thence said curve bears NO2'49'47"W, 330.00 feet; thence easterly 30.97 feet along the arc of said curve, through a central angle of 5°22'36", to a point of everse curvature, having a radius of 1470.00 feet: thence easterly 58.0t feet along the arc of said curve, through a central angle of 2°15'46", to. a point of tangency; thence N84°03'23"E, along said tangent 143.49 feet, the beginning of a tangent curve, concave southerly, having a radius of 670.00 feet; thence easterly 176.85 feet along the arc of said curve, ( through a central angle of 15°07'24" to a point of tangency; thence S80°49'13"E 40.92 feet; thence S15°32'12"W 98.83 feet; thence N74°27"48"V, 210.00 feet; thence S15'32'12"V, 139.17 feet; thence 552°42 47 V, 120.93 feet, to the northwest corner of Parcel "D" according to said Record of Survey, said corner also being in the southerly line of said Parcel "A"; 522°58'05"V, along said southerly !ine, 295.77 feet; thence S22"11'27"W, along said southerly line, 226.99 feet; thence N73•14'04"W, southerly line, 224.17 feet; thence NO2°27'05"E, along said southerly line,

17.28 feet; thence S82°02'05"W, along said southerly itne, 73.19 feet; thence N71'06'55"W, along said southerly line, 258.67 feet; thence N43•03'55"W, along said southerly line, 110.99 feet; thence N07 23'55"W, 249. So Feet: thence No 51% the seng sate sother e, 3u5e To Tine, thence N76°19'04"W, along said southerly line, 98.17 feet; thence S14•05'23"W, along said southerly line, 99.13 feet; thence N77 09'16 W, along said southerly line, 160.21 feet; thence N77°19'29"W, along southerly line, 692.74 feet, to the Point of Beginning.

Subject to existing rights-of-way and easements. SURVEYOR Said parcel containing 23.603 acres, nore or less. ROBERT NO. SASTER *
(m50223-b)
(
EXHIBIT, A Rebalis sh SATE OF CALFPINN

1S5340
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LEGAL DESCRIPTION OF A PARCEL OF LAND
Let 3
Commencing at California Division of Highways Reference Monument 261 as State Highway 104, District 10, Amador County on Sheet 16 of 18; S11•13'09°E, 106.81 feet; thence S02°25'18"W, 415.00 feet; thence concave easterly, having a radius of 530.00 feet;
to the beginning of a tangent curve, concave northwesterly, having a radius of 20.00 feet; thence southwesterly 31.42 feet along the arc of said curve, through a central angle of 90•00'00°, to a point of tangency; thence 584'03'23"V, 93.49 feet, to the beginning of a tangent curve, concavé southerly, having a radius of 1530.00 feet; thence westerly 60.43 feet along the arc of said curve, through a central angle of 2°15'46" to a point in a reverse curve, having a radius of 270.00 feet; thence westerly 171.95 feet, along the arc of said curve, through a central angle of 36°29'20"; thence N16"32'48"E, 133.75 feet; thence N44 20'56"W, 50.07 feet; thence N16°48'13"W, 69.04 feet; thence N03°01'52"W, 278.40 feet; thence N14°33'52"N, 114.92 feet; thence N22°45'12"W, 113.34 feet; thence N2919'38" 208.90 feet; thence N62'23'01"W, 169.29 feet; thence NI7®28'35"E, 355.11 feet, to the beginning of a tangent curve, concave westerly, having a radius of 225.00 feet; thence northerly 123.28 feet alona the arc of said curve. through a central angle of 31'23'34", to a poence N505 0ge 41.91 Feet, the 580093f4,a 380.16 feet, to the Subject to existing rights-of-way and easements.

Said parcel containing 15.124 acres, sore or less.
(mS0228-b)
B.

Robe Estaffu ROB NO.
*
RR7

SATE OF CALFON
во0к 0613 PAC:250
-

LEGAL DESCRIPTION OF A PARCEL OF LAND
Let 4
Commencing at California Division of Highways Reference Monument 261 as shown on State Highway Map of Route 104, District 10, Amador County on Sheet 16 of 18; thence N66°54'19"W (Basis of Bearings), 1021.68 feet, to Reference Monument 250 as shown on said Map, Sheet 15 of 18: thence 509°31'51"W, 996.28 feet, to the Point of Beginning; thence S54°05'25"E, 668.25 feet; thence 535*54'35"W, 75.00 feet; thence S22°26'40"W, 173.77 feet; thence 504°55'01"W, 82.01 feet; thence $89'08'04"W, 244.74 feet; thence S61•08'04"W, 174.53 feet; $33°08'04"H, 331.38 feet; thence S14°41'58"W, 31.62 feet; thence 533°08'04"W, 60.00 feet; thence S67*32'10"W, 127.05 feet; thence $30•56'47'w, 99.19 feet; thence S05*38 36"E, 322.06 feet; thence S14'31'49"W, 139.69 feet; thence S68°33'10"W, 359.61 feet; thence S16°04'52"W, 169.89 feet; thence S27•44'19"E, 100.00 feet; thence
N74°21'05"E, T0313 pet hence N122533FL 198.03 Feet, hence S44*55'54"E, 91.54 feet; thence S17°42'03"E, 74.16 feet; thence S00•16'17*W, 129.64 feet; thence $58"54'24"W, 107.94 feet; thence 568001/37" 452.88 feet; thence $75•04'30"W, 169.24 feet; thence N24°11'26"V, 100.54 feet; thençe N38°51'43"W, 112.77 feet; thence N71•46'35 W, 147.08 feet; thence NO2 25'18"E, 346.51" feet; thence NO9 25'02"V 153.81 feet; thence N24°58'41"W, 334.59 feet; thence N07 49 08", 65.64 feet; thence N09°32'50"E, 942.00" feet; thence S75*59'02"E, 198.15 feet; thence N17°08'37"E, 377.17 feet; thence N67°42'43W, 97.12 feet; thence N12'42'43"W, 327.74 feet; thence N65'22'24"E, 548.14 feet; to the beginning of a tangent curve concave northwesterly, having a radius of 545.00 feet; thence northeasterly 104.34 feet along the arc of said curve, through a central angle of 10'58'08", to a point of reverse curvature, having a radius of 20.00 feet; thence Subject to existing rights-of-way and easements.

Said parcel containing 63.066 acres, more or less.
(ms0224-b)
EXHIBIT. A
page 1 of 7
(
воок 0613 РАС:251
•
:

LEGAL DESCRIPTION OF A PARCEL OF LAND
Let 5
the center of said curve bears $86 40 11*4, 270.00 feet; -tence southerly feet; thence N86°40'11*E, 78.92 feet, 5312146ect at a potht of tangency whence ho 2-57%, rang sald tangent, 322.15 feet, to the beginning of a tangent curve concave westerly, having a radius of 670.00 feet; thence southerly 91.60 feet along the arc of said S13°42'57"W, along said tangent, 122.91 feet; thence N7Gº17 03"4. thra he sard anget, 12291 Feet; thence 761703, 325.000 feet; thence N13°42'57"E, 176.92 feet; thence M17°42'03"W, 991.79 feet; thence N85°28'14°E, 136.45 feet, to the Point of Beginning.

Subject to existing rights-of-way and easement.

Said Parcel containing 7,801 acres, more or less.
(ms0225-b)
ICER
5340 8333
12-31-91
XHIBII! A' SATE OF CALIFORN

LEGAL DESCRIPTION OF A PARCEL OF LAND
Let 6
Record of surve entitied a PORTiON OF A HO TO SECOND THE CITY OF Toge i, elde fo records of pando12, unty, in lior la, deserted as follows:

S46•53'21"E, 254.30 feet, to the Point of Beginning, in the southwest right-of-way line of State Highway Route 104; thence S66°57'58"E, along said southwest line 581.76 fest; thence S64°23'14"E, 222.24 feet, point in a non-tangent curve, the center of said curve bears S23°02'03'W, 1930.05 feet; thence southeasterly 702.52 feet along the arc of said curve and said southwesterly line, through a central angle of 20°51'18"; thence $27"39'43"W, along said southwesterly line, 20.00 feet; thence S62°19'53"E, along said southwesterly line, 64.52 feet,
the center of said curve bears 545°53 41 0, 1930.05 feet thenc 1930.05 feet; thence curve,
southeasterly 401.57 feet along the arc of said curve, through a central angle of 11'55'16", to a point of tangency; thence S32'11'03"E, along said southwesterly line, 363.89 feet; thence 533'49'15"E, along said southwesterly line, 340.07 feet; thence N68°42'01"W, along the northerly Tine of "Preston Subdiviston" according to Book 2 of Subdivisions, 15, records of Amador County, 207.40 feet; thence N82°03'19*W, along said ortherly Tine, 145.20 feet; thence N40°27'13 V, along said northerly líne. 110.19 feet; thence N70°59'38"W, along said northerly line, 217.10 feet; thence S62*27'33"W, along said northerly line, 217.08 feet; thence S16°01'06°W, along said northerly line, 20.47 feet; thence N73 58'55, 203.94 feet; thence 565°18'49°W, 111.23 feet; thence 512°49'49"W, 138.66 feet; thence S05•05'10"E, 215.06 feet; thence $26°09'56"E, 127.1i feet; thence N60•13'19"E, 125.00 feet, to a point in a non-tangent curve, the center of said curve bears N60 13'19"E, 375.00 feet; thence southeasterly 115.00 feet along the arc of said curve, through a central angle of 17*34'15*; thence $46°22' 06°W, 339.44 feet; thence S49°04'50"W, 767.64 feet; thence S82°34'40"W, 76.29 feet; thence N43'03'38"W, 36.22 feet; thence N39•07'03"W, 232.87 feet; thence N10°14'11"W, 54.81 feet; thence N07°01'12"E, 55.16 feet; thence N26°03'35"E, 40.73 feet; thence N34°08'04"E, 811.40 feet; thence N23°04'06"E, 25.06 feet; thence angle of 31'19'59"; thence N72°48'40"E, 177.60 feet; thence $66°42'22"! 134.19 feet; thence H65°18'49"E, 143.16 feet; thence N17'36'28"E, 375.2. feet; thence N54•53'39"W, 581.06 feet; thence S79•03'44"W, 557.46 feet; thence 535•54'35 W, 65.00 feet; thence N54°05'25"W, 315.83 feet; thence N23'01'38"E, 693.12 feet, to the Point of Beginning.

Subject to existing rights-of-way and easements.

LAND
Said parcel containing 44.033 acres, more or less. B.

ROBERT
(ms0232-b) i*
62-31-91

SATE OF CALPONY

(

LEGAL DESCRIPTION OF A PARCEL OF LAND
Lot Z
Else or cards of ador county, Caitor fa, described as folions Page 1:

Commencing at California Division of Highways Reference Monument 261 as Sheet 16 of 18; thence M66-S4'19"M (Basis of Bearings), 1021.68 feet, to District 10, Amador County, on Reference Monument 250 as shown on said Map, Sheet 15 of 18, thence to the painto ginning the 485108,
192.42 feet; thence S75'01'59"E, 151.58 feet, thence S14°58'01"H, 512.19 reet; thence $25 00 44W, 231.67 feet; thence $19°37'49"W, 363.90 feet; hence S83*41'26°W, 325.49 feet; thence S63*35'48"W, 570.75 feet; thence NI3'42'57*E, 146.90 feet; thence N48°11'53"E, 681.80 feet; thence N32•05'44"E 110.33 feet; thence N15 59'36"E, 164.24 feet; thence N37•03'04°E, 174.60 feet to the Point of Beginning.

Subject to existing rights-of-way and easements.

Said parcel containing 12.708 acres, more or less.
(
(ms0226-b)
Pbut Sheaffer
LAND
FRI
STATE 17-7141

OF CALIFORNIN
(

SKETBIT A
page 7 of i воок 0613 PACE254

EXHIBIT B
3i-M-2
100
* was an end By ole and nate tead
Refer to that detailed
Open Space Exhibit for all particulars.
( SCALE 1" = 1000•
EXHIBIT B.

OPEN SPACE EXHIBIT
RESOLUTION NO. 1838

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IONE

AUTHORIZING THE EXECUTION OF AMENDED AND RESTATED

LEASE AGREEMENT WITH PORTLOCK INTERNATIONAL, LTD

FOR CASTLE OAKS GOLF COURSE
WHEREAS, the City and Portlock's predecessor entered into a Lease Agreement WHEREAS, the Original Lease identified rights and obligations of the Lessor, Lessee and Project Sponsor, and
WHEREAS, Portlock is the successor in interest to obligations of the Lessee in the Original Lease, but Portlock is not the successor in interest to the Project Sponsor; WHEREAS, many of the obligations of the Project Sponsor in the Original Lease have been performed; and
WHEREAS, the Original Lease was the subject of an arbitration award dated January 9, 2006; and
WHEREAS, pursuant to the Original Lease, the City owns and Portlock operates the Castle Oaks Golf Course and landscaped parking facility; and WHEREAS, pursuant to the Original Lease, Portlock was to own the clubhouse/restaurant and starting area, and maintain these facilities open to the public and the City was to obtain the clubhouse lot for Portlock to permit construction of these facilities by Portlock; and
WHEREAS, the Parties desire to clarify the terms of the Original Lease, as nodified from time to time, by entering into this Lease, which is intended to supersed nd replace the Original Lease; an
WHEREAS, the Parties desire to retain the effective date of the Original Lease, July 30, 1990, for purposes of determining the term and rent schedule for this Lease. •
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ione approves the Amended and Restated Lease Agreement between the City of lone and Portlock International, LTD for Castle Oaks Golf Course dated July 5, 2011 and authorizes the Mayor to sign such lease.

The foregoing resolution was duly introduced and adopted by the City Council of the City of lone at their regular meeting held on September 6, 2011 by the following vote:

AYES: Plank, Epperson, Smylie, Oneto.

NOES: None
ABSTAIN: None
ABSENT: Bonham Due Pad
David Plank, Mayor
Japice Traverso, City Clerk

THE FORGOING INSTRUMENT IS

A CORRECT COPY OF THE ORIGINAL
ON FILE IN THIS OFFICE.

ATTEST: 9-12-11

JANICE TRAVERSO CLERK OF THE
CITY COUNCIL. CITY OF ONE,

CALIFORNIA, AMADOR COUNTY

END OF DOCUMENT

CASTLE OAKS GOLF COURSE

MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of this 17th day of March 2023 by and between INDIGO SPORTS, LLC ("Indigo"), f/k/a as Indigo Golf, LLC, a Virginia limited liability company, having an address at 15044 N. Scottsdale Road, Suite 300. Scottsdale, AZ 85254 and SANGHAI CORPORATION ("Owner"), f/k/a PORTLOCK INTERNATIONAL, LTD, a California Corporation, having an address at 1000 Castle Oaks Drive, PO Box 1368 lone, CA 95640.

WHEREAS, the Club is owned fee simple by the City of lone, California and has an existing Lease Agreement with Owner for the Castle Oaks Golf Course dated July 30, 1990, which was amended by Agreement Number One dated September 20, 1993, further amended by memorandum of Agreement January 25, 09 a une approved by the City of lone on January 25, 1999 and subsequently amended by resolution of the City of lone, CA on September 6, 2011 approving the Amended and Restated Lease Agreement between the City of lone, CA and Portlock International, LTD for the Castle Oaks Golf Course dated July 5, 2011 ("Lease Agreement"); and
WHEREAS, Owner has a leasehold interest in certain real property commonly known as Castle Oaks Golf Club, currently an 18-hole golf course, clubhouse, driving range and other amenities located in lone, California (the "Club"); and
WHEREAS, Owner recognizes the benefit of engaging a third-party management company to manage the affairs of the Club; and
WHEREAS, Indigo is in the business of managing golf courses and clubs; and WHEREAS, Owner desires to utilize the services and experience of Indigo in connection with the management and operation of the Club, and Indigo desires to render such services, upon the terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the covenants and agreements of the parties contained herein it is mutually agreed to as follows:

DEFINITIONS. The following terms, as used in this Agreement, shall have the following meaning, unless otherwise set out in this Agreement.

A. Affiliate: Any corporation or other entity controlled by, controlling or under common control with Troon Golf, LLC ("Troon") or Indigo, as applicable. The words "control", "controlled" and "controlling" mean ownership, directly or indirectly, of 50% or more of the legal or beneficial ownership interest of such corporation or other entity B. Annual Budget and Program: Documents presented by Indigo for the operation of the Cluk to the Owner as part of the Owner's annual budget process, including but not limited to the following: Annual Business Plan and Operating Budget, Agronomic Plan and Marketing Plan.

C. "Club": 18-hole golf course, clubhouse, driving range and other amenities located in lone, California.

D. Fiscal Year: January 1s' to December 31st.

E. Contract Year: Commencing on the Effective Date and ending Three hundred sixty-five consecutive days (365) later.
1 F. Golf Course(s): Public golf course owned by the City and commonly known as Castle Oaks Golf Club, which includes the clubhouse, driving range, amenities also referenced as the Club.

G. Gross Revenue: All revenues and income of any nature derived directly or indirectly from the Club or from the use or operation thereof, including green fees, gross sales proceeds from the sale of green fees, memberships or annual passes to the Club, monthly dues from annual pass holders of the Club, rental fees for golf carts, golf clubs and other rental items, net lesson fees, range balls, food and beverage revenues (including mandatory service charges, revenue generated from space rentals and from meetings, banquets, parties, receptions, tournaments and other group gatherings) merchandise sales, and the proceeds paid for any business interruption, use, occupancy or similar insurance policy claim.

Excluded from "Gross Revenue" are any credits or refunds made to customers, guests or patrons; any sums and credits received by Owner for lost or damaged merchandise; any sales taxes, excise taxes, gross receipt taxes, admission taxes, entertainment taxes, amusement taxes, tourist taxes or charges; any proceeds from the sale or other disposition of the Club, Furniture, Fixtures & Equipment (FF&E), or other capital assets; any property and/or liability insurance proceeds; any proceeds of financing or refinancing of the Club; amounts contributed by Owner pursuant to the terms of this Agreement and Income or interest derived from the Club bank account. Gross Revenues shall be determined on an accrual basis and in accordance with generally acceptable accounting principles ("GAAP").

Indigo: Indigo Sports, LLC. a wholly owned subsidiary of Troon.

1. Minimum Funds Balance: The minimum dollar amount of the budget for all Operating Expenses for each month for the Club, as set forth in the Annual Budget and Program approved by the Owner. At no time shall the Minimum Funds Balance be less than Thirty thousand dollars ($30,000).

J
expenses, centralized services, the Base Management Fees, expense reimbursements, all insurance costs related to the operation of the Club, personal property taxes (limited to an amount allocable to the Club), waste water treatment, Rent to the City of lone as per Lease Agreement, Rent for Clubhouse as per Lease Agreement, and golf cart leases and operating costs; provided, however, such expenses shall not include any charges for amortization, depreciation, capital expenditures, debt service, and State and Federal income taxes, Owner distributions or overhead allocations, or any Incentive Management Fees paid to Indigo hereunder.

K. Operating Expense: All of the costs attributable to the operation of the Club, including but not limited to: Base Management Fees, Incentive Management Fees, payroll, payroll taxes, benefits, employee related costs, insurance, supplies, marketing materials, services, utilities, merchandise and food and beverage procured for resale, maintenance and repair, service agreements, and real and personal property taxes levied on the Club.

L. Owner: Portlock International, LTD which leases the Castle Oaks Golf Course under Lease Agreement last amended July 5, 2011.

M. Working Capital: Funds utilized to pay Operating Expenses of the Club.

2. TERM OF AGREEMENT. The term of this Agreement shall commence upon April 1, 2023 ("Effective Date"), and unless terminated as provided for herein, shall expire three (3) years from the Effective Date ("Initial Term") on March 31, 2026, and thereafter shall renew for two successive periods of three (3) years (each such period being an "Extension Term") upon written mutual 2 agreement by Owner and Indigo no later than one hundred twenty (120) days prior to the expiration date of the term immediately preceding the possible Extension Term.

3. APPOINTMENT OF INDIGO AS MANAGER. From and after the Effective Date, Owner hereby grants to Indigo the right, subject to Owner's input, to supervise and direct the management and operation of the Club for and on the account of Owner. Indigo hereby accepts said grant and agrees that it shall supervise and direct the management and operation of the Club, all pursuant to and in accordance with the terms of this Agreement, and Owner shall reasonably cooperate so as to permit Indigo to carry out its duties hereunder.

4. INDIGO GOLF, LLC SERVICES. Services rendered by Indigo to Owner shall be as follows:

Subject to the terms of this Agreement, Indigo, as an independent contractor, shall have the sole and exclusive right to operate and manage the Club. Owner and Indigo agree that they shall cooperate reasonably with each other to permit Indigo to carry out its duties under this Agreement.

Indigo shall have the responsibility and authority to provide general operational management services for the Club, including, without limitation, the following services:

A. Employees. All personnel employed at the Club shall at all times be employees of Indigo.

Indigo shall, as an Operating Expense of the Club, hire, promote, supervise, direct and train all Indigo employees at the Club, fix their compensation and fringe benefits, and, generally, establish and maintain all policies relating to employment and employment benefits. Owner shall approve the hiring of "(Key Employees") to include General Manager, Director of Golf, Head Professional and Superintendent. Employees wishing to participate in the benefits program shall adhere to the requirements of the Indigo benefits program with respect to required contributions, deductibles and eligibility based upon position classification and employee tenure. Indigo employee files shall always be the sole property of Indigo. All costs of every kind and nature pertaining to all employees at the Club arising out of the employer-employee relationship, including, without limitation, salaries, fringe benefits, bonuses, recruitment, background processing, relocation costs, training, performance management, employment-related legal costs, and costs incurred in connection with governmental laws and regulations and insurance rules, including those relating to post employment costs for benefits, health insurance, cobra payments, and any payouts of unused vacation at termination of employment, shall be an Operating Expense paid from the Operating Account (as defined in Paragraph 5 below), and Owner shall reimburse, defend, indemnify and hold harmless Indigo from all costs, expenses, liabilities and claims incurred in connection therewith unless said costs, expenses, liabilities, and claims incurred were due to Indigo gross negligence, fraud, or willful misconduct. If an employee of Indigo or an affiliate of Indigo that is not employed at the Club is assigned temporarily or on a part-time basis to perform services at the Club, such employee's salary (including employee benefits and taxes) in proportion to the period of time such employee dedicates to the Club, and actual expenses incurred traveling to and from the Club shall e reimbursed to Indigo by the Club
Owner shall not, without the written consent of Indigo, offer employment to, hire or employ any Indigo or Indigo employee or individual who has been a Indigo or Indigo employee at any time during the six (6) month period prior to the proposed offer of employment or hiring B. Inventory - Merchandise and Items for Re-sale. Indigo shall, as an Operating Expense of the Club, obtain merchandise for the pro shop at the Club and food and beverage items, all in accordance with the Annual Budget and Program.

Supervision. Indigo shall supervise and manage the Club operations to include golf pro shop, maintenance, food and beverage, membership sales efforts, practice facilities, 3 administration, and other ancillary services (such as pool, tennis and fitness, if applicable) at the Club.

D. Equipment. Except as set forth in Paragraph 13, Indigo shall, in preparation of the Annual udget and Program as set forth in Paragraph 4H, develop a list of required equipmen nd a purchase/lease schedule and maintain in good working condition and order th physical plant and equipment at the Club, including the golf course and all physical structures which are part of the Club, and all vehicles and other maintenance equipment necessary to the maintenance and operation of the Club in the normal course of business.

E. Purchasing and Procurement. With respect to the duties and responsibilities of Indigo as set forth in this Paragraph 4, Indigo shall arrange for the procurement, on behalf of the Owner and as an Operating Expense of the Club, all operating supplies, operating operating equipment, inventories (including merchandise to be sold in the golf shop) and services for the Club, Indigo shall make available Troon's centralized purchasing programs and/or other group buying techniques in connection with the Club's purchase of operating supplies, operating equipment, inventories and services. Troon may receive and retain a fee or other compensation from vendors and service providers in exchange for Troon's services in making the benefit of volume purchases available to the Golf Courses or negotiating and implementing the arrangements with such vendors or providers, provided the total cost thereof to the Club is competitive with that which would be charged by non-affiliated third party vendors in an arms-length transaction. Notwithstanding the foregoing, in accordance with its approval of the Annual Business Plan, the Owner shall notify Contractor in writing whether it elects to opt out of Troon's purchasing procurement services and/or other group buying techniques and, if the Owner elects not to participate, whether in whole or in part, the Owner shall be solely responsible for directing Indigo to which vendors and service providers shall be used for the purchase of all operating supplies, operating equipment, inventories and services used at the Club.

F. Consultation. Except as provided in Paragraph 4A pertaining to the assignment by Indigo of temporary or part-time Indigo personnel, Indigo shall, as part of its services hereunder and without additional compensation, make its staff available to Owner upon request for consultation regarding the Club, including, but not limited to capital improvements or projects which may include modifications to the vertical structures or golf course.

G. Marketing. Indigo shall create, direct, and implement an annual marketing plan for the Club as part of the Annual Budget and Program. The marketing plan for the Club will include a Indigo shall, as an Operating Expense of the Club, as part of its standard marketing operation, obtain and manage:

Marketing systems, including internet (web site, e-mail, e-commerce); electronic

2. direct marketing (direct mail, broadcast e-mail); promotional offers; and community and vendor partnerships and sponsorships;

3. Customer retention programs, including special events and programs; promotional offers; and membership events and programs;
4 4. Sales programs, including outing, membership, and event sales management; and

5. Quality assurance programs, including customer surveying; secret shopper on- site visits and telephone sales calls.

6. Web site development, management and hosting (via the Indigo or future DBA name of Indigo Digital Network - a proprietary web hosting and content

7. Social media and online reputation management (via various third party anc proprietary tools

8. Creative design services (via Indigo' in-house design firm) Certain of these programs in items 6, 7 and 8 above will result in incremental charges that will be designated as "Centralized Services" defined in paragraph 7F below. In accordance with Indigo policy, these charges will a) be approved as part of the annual budgeting process and b) without markup and profit to Indigo.

Indigo shall coordinate and oversee all third-party contractors' work in connection with the production and implementation of these programs. Indigo shall also include, as appropriate, the Club as a participant in Indigo-shared marketing programs, including regional and national advertising and promotions, round sharing and referrals through the reservation system, and use of the name and mark 'Managed by Indigo Golf.' Furthermore, the Club shall be included in Indigo' shared marketing database. This database is an aggregated customer database for all participating clubs and other Indigo owned marketing efforts (such as World's Largest Golf Outing, Golf Fore Women, Buffalo Agency). Participating clubs can target customers in the database based on a variety of demographic attributes (location, age, behaviors, etc.). To participate, the Club must "share" its own database with the larger cooperative. All customer information will remain "blind" to other clubs. The Club may opt Out of the shared marketing database by initialing here
All advertising fees and promotional fees paid by third parties to the Club shall belong to and constitute Gross Revenues (defined below) of the Club.

Accounting. Indigo, as appropriate under separate agreements, shall pay all vendors of the Club subject to the availability of funds in the Accounts after payment of the Management Fee and, when applicable in accordance with the terms of the Agreement, the Management Incentive Fee. Indigo shall provide separate budgeting, bookkeeping and reporting services to Owner for the Club. Copies of all books and records shall be kept at the Club. All books, records, software, data, programs, manuals and the like shall remain the property of Owner and Indigo shall be entitled, but not obligated, to keep a copy of said books, records, software, data, programs, manuals and the like for its own records as it desires.

1. 5
or partially refundable membership initiation fees or deposits, or payment of any invoices which relate to a period prior to the Effective Date. Owner shall provide Indigo opening entry data for the balance sheet within 15 days of the Effective Final monthly operating statements shall be furnished to Owner by the 20 day ollowing the last day of each month, and annual operating statements shall be furnished by the 45th day following the last day of each fiscal year. At Owner's discretion, the annual operating statement shall be audited and prepared by a certified public accountant chosen by Owner, the cost of which shall be an Operating Expense of the Club. This audit shall be performed at the Club site, and Indigo shall make every reasonable effort to comply with the auditor's requests.

2. Annual Budget and Program. Indigo shall prepare and deliver to Owner no later than November 1st of each year (except for the first full or partial fiscal year when Indigo shall prepare and deliver to Owner no later than thirty (30) days after the Effective Date) for the following fiscal year: (a) an Annual Operating Budget, including revenues and operating expenses and labor burden (to include rates of pay, incentive or commission structures) for each department of the Club; a merchandise buying plan for the pro shop; a comparison to the annual operating budget for the immediately preceding year and a projection of anticipated monthly revenues and expenses and cash flows for the Club for the following fiscal year, including, without limitation, a reasonable contingency and anticipated Working Capital requirements for the Club for the year; (b) a recommended capital expenditures budget for the next fiscal year; (c) a Policies and Procedures Outline for the Club, including, without limitation, operating policies, proposed hours of operation, policies related to complimentary golf course and Club use by Owner's representatives and employees, standards for operations and quality of service standards; (d) an Agronomic Plan including staffing assumptions, chemical and fertilization applications including planned agronomic practices; (e) Marketing Plan as described in Paragraph 4G (collectively, the "Annual Budget and Program").

Indigo and Owner shall use their mutual best efforts to agree upon the Annual Budget and Program for the following year on or before fiscal year end. Owner shall have the final approval and final decision-making authority over the Annual Budget and Program. Owner shall provide Indigo written confirmation of its approval of the Annual Budget and Program within thirty (30) days of Indigo' submission of the Annual Budget and Program to Owner. If the Owner does not provide the written approval or rejection within the aforementioned thirty (30) day period, the Annual Budget and Program shall be deemed approved.

Owner acknowledges that the financial and operational performance of the Club could be affected by circumstances or events beyond Indigo's control. Indigo shall or cause of action against Indigo in the event that the financial goals, targets, and benchmarks established in the Annual Budget and Program are not met or achieved.

Each party may, from time to time, propose to the other party, in writing, during the Annual Budget and Program within thirty (30) days after such proposal is made, 6 said changes shall be deemed approved. Indigo shall secure the prior approval of Owner for total expenditures which exceed the total expenditure amount approvec in the Annual Budget and Program, however, as necessary, (i) Indigo has the ability to allocate funds from individual expense line item to another expense line item within the Annual Budget and Program, and (il) expenditures which will exceed any line item in the Annual Budget and Program by Ten Thousand Dollars ($10,000), so long as all such expenditures do not exceed in the aggregate the entire Annual Budget and Program, except for expenditures necessary in the event of emergencies for which prompt notice will be given to Owner.

3. Payroll and Benefits. Indigo, on behalf of Indigo, shall establish, administer, and maintain the payroll procedure and systems for the Indigo employees at the Club and shall be responsible for overseeing the benefits to, and handling the of the Club shall be employees of Indigo, and Indigo shall comply with applicable Federal and State employment laws
Vendor Accounts. Indigo shall utilize existing vendor accounts which are in the name of Owner whenever possible. If necessary, Indigo shall coordinate with wner and appropriate vendors to establish any new vendor accounts wit ppropriate credit limits applied for on behalf of and in the name of the Ownel Indigo shall act as Agent for the Owner with regard to payment of vendors, and Owner accepts full responsibility to pay all vendors who provide goods and/or services to or on behalf of the Club.

I. IT Services. Indigo shall create, direct, and implement activities IT functionality, in a sate and stable manner, for the Club. Indigo shall, as an Operating Expense of the Club, obtain

1. Networking infrastructure. The hardware and software resources of an entire network that enable network connectivity, communication, operations and management of a computer environment. The entire network infrastructure is interconnected, and can be used for internal communications, communications or both. The entire network infrastructure may include routers, switches, wireless routers, cables, network operations and management software, operating systems, firewall and network security applications, network connectivity (cable, T-1 Lines, DSL, satellite, wireless, IP addressing, etc.)

2. Telephone Systems. The electronic transmission of voice, fax, or other information between parties including the use of VolP (voice over Internet Protocol) for the delivery of voice communications over the Internet. This includes voice, fax, SMS, and/or voice-messaging applications that are transported via a network.

3. Hardware and Software to include the physical components that make up a computer system and then the software that runs on those physical components.

4. Virus and Malware Protection software designed to prevent viruses, worms and Trojan horses from getting onto a computer as well as remove any malicious software code that has already infected a computer.

5. Network Intrusion Protection software application that monitors network or system activities for malicious activities. Intrusion detection and prevention systems are rimarily focused on identifying possible malicious incidents, logging informatior about them, and reporting attempts
7 6. Network Monitoring is the use of a system that constantly monitors the computer network for slow or failing components and notifies the network administrator (via email, SMS or other alarms) in case of outages.
i. PCI Compliance. Indigo will review the network and work with Owner as part start-up and transition process in order to determine necessary steps to achieve compliance with the Payment Card Industry Data Security Standards ("PCI DSS") at the Club. PCÍ DSS is a set of requirements designed to be onsite at the Club. Indigo IT Services shall be paid an amount equal to One hundred dollars ($100.00) per hour and necessary hardware upgrades/software installation without mark-up or profit to Indigo.

Indigo shall coordinate and oversee all third-party contractors' work, if cost effective and appropriate, in connection with the implementation of these programs.

Operating Expenses and Owner's Remittance.

Minimum Funds Balance. At the end of each calendar month, after paying the Operating Expenses of the Club, beginning with the Management Fees (including Base Management Fees and Incentive Management Fees), and other expenses authorized by Owner, Indigo shall remit directly to Owner all amounts (if any) then in the Operating Account (as hereinafter described) in excess of the Minimum Funds Balance (as hereinafter described) by wire transfer or on line transfer to an account as Owner may from time to time designate by written notice to Indigo (the As used herein, the Minimum Funds Balance for the Club shall be defined as the dollar amount of the total budget for all Operating Expenses (as set forth in the Annual Budget and Program) for the month following the current month within the Term of the Agreement. At no time shall the Minimum Funds Balance be less than Thirty thousand dollars ($30,000).

2. Operating Expenses. Indigo shall pay all Operating Expenses for the Club on behalf of Owner from the Operating Account which expenses shall include, but not be limited to, Management Fees (including Base Management Fees and Incentive Management Fees), payroll, payroll taxes, benefits, employee related costs, insurance, supplies, marketing materials, services, utilities, maintenance and repair, service agreements, and real and personal property taxes levied on the Club. Indigo will collect from and remit on behalf of Owner, sales, use, value- included and excise taxes on sales and rentals at the Club. Owner is required to ensure that sufficient Working Capital is present in the Operating Account to enable Indigo to pay, on behalf of Owner, all Operating Expenses. In all events, Owner is responsible to pay all Operating Expenses in the event Indigo is unable to pay all or any part of the Operating Expenses for any reason. Indigo will not pay Federal or State income taxes levied on Owner. Under no circumstances shall Indigo be liable for Federal, State, or local taxes of any kind whatsoever levied against Owner or the Property in relation to Club ownership, leasing, or operations. 8 3. Initial Funding. Until such time as the Annual Budget and Program are approved by Owner, Owner gives Indigo approval to operate the facility in accordance with this Agreement and in Indigo's best judgment after consultation with Owner. Owner shall provide initial funding in the amount of Thirty thousand dollars ($30,000) for operations prior to approval of the Annual Budget and Program (the "Initial Funding") and shall at all times ensure that the Minimum Funds Balance is maintained in the Operating Account upon contract execution. If operating revenues are insufficient to cover expenses, upon Indigo' notifying Owner of such operating revenue shortfall, Owner shall have five (5) days to deposit into the Operating Account the funds necessary to cover such deficits and to restore the Minimum Funds Balance. If Owner does not provide the necessary Working Capital, Indigo may, but shall not be responsible to, cover any or all Operating Expenses. Owner shall reimburse Indigo for all such amounts paid by Indigo plus pay to Indigo interest on such amounts paid by Indigo within five (5) days of Indigo providing notice to Owner that Indigo paid such amounts. The interest to be paid shall be the legal judgment rate of interest for the State of California and shall begin as of the date Indigo paid such amounts and run until Owner pays Indigo in full.

Owner further shall be responsible to pay all late fees, interest, and other amounts charged by vendors and other parties who supply labor, services or materials to the Club and to whom such amounts are owed
Owner's Meeting. Indigo shall, periodically, consult with the Owner regarding the Club and its operations at a reasonable time, date and place designated by Owner.

L. Limitations. Indigo shall obtain Owner's prior written approval for (i) contracts in excess of ten thousand dollars ($10,000), (i) contracts in excess of twelve (12) months in duration unless the same can be terminated upon thirty (30) days written notice without cost or fee to Owner, and (i) contracts with affiliates of Indigo.

M. Assignment of Operations. Forty-five (45) days after the applicable termination effective date of this Agreement, Indigo, as appropriate, shall assign to Owner or Owner's designee, and Owner or Owner's designee shall accept said assignment of, all operating accounts, vendor accounts, inventory, accounts receivable, and accounts payable, which transfer shall be completed upon Indigo receiving all fees due pursuant to this Agreement.

5. ACCOUNTS. Owner shall establish some or all of the following business checking accounts for the Club as appropriate: (a) a "Deposit Account," (b) an "Operating Account" and (c) an "On Site Account," (collectively, the "Accounts"), for use in its management and operation of the Club. Indigo shall be authorized to access and use the Accounts in compliance with the Annual Budget and Program and the terms of this Agreement. All revenues, receipts, and funds deposited into the Accounts from time to time by Owner, Indigo shall be defined as and constitute Working Capital herein. Indigo shall cause all revenues and receipts to be deposited into the Deposit Account or, if no Deposit Account exists, into the Operating Account, on a daily basis. Indigo shall use the Operating Account to pay all expenses and costs, including but not limited to Operating Expenses, of the Club and shall transfer funds from the Deposit Account to the Operating Account (if a Deposit Account exists) as necessary to pay such expenses and costs. Indigo shall maintain in the On-Site Account, if such an account exists, an amount to be used for minor Club expenses and costs. Nothing in this Agreement shall be construed to require Indigo to provide any Working Capital or any sums into any of the Accounts out of its own funds.

Upon cancellation or termination of this Agreement for any reason, Indigo shall continue to have the right to access and use the Accounts to satisfy all Operating Expenses, starting with the Base Management Fee and Incentive Management Fee, incurred through the applicable termination effective date, as well as all applicable fees, including any Cancellation Fee, Termination Fee or Sale Termination Fee. Indigo's right to access and use the Accounts shall continue for forty-five (45) days 9 after the applicable termination effective date, at which time Indigo's rights to access and use the Accounts shall be immediately revoked and all funds in the Accounts shall be immediately paid over to Owner. Upon direction from Owner from time to time, Indigo shall invest or deposit funds in the Accounts in accordance with Owner's direction provided that the Owner's direction is compliant with the Annual Budget and Program and the terms of this Agreement and does not prohibit or impede Indigo's ability to pay all Operating Expenses and applicable fees. Indigo shall establish, administer and maintain the point of sale and credit card procedures and systems for the depositing of revenues into such Accounts on a daily basis.

INSURANCE.

A. Unless otherwise agreed in writing, the procurement and maintenance of property, commercial general liability and other insurance coverage for the Club throughout the Term (or at such other times during the Term as shall be appropriate depending upon the type of insurance required to be procured), shall be as set forth in Exhibit "A" attached hereto.

Insurance Policies

1. All insurance policies provided for under this Article 9 shall be issued by insurance companies that have sound financial strength and maintain a rating of A VIll in Am Best's Key rating guide, or equivalent.

2. Subject to Paragraph 9B3 below, Indigo shall procure and maintain, as an Operating Cost, the insurance policies covering the Club set forth on Exhibit "A".

Such policies may be procured and maintained through Indigo's comprehensive insurance program, provided the policies within such program otherwise comply with all of the requirements set forth in Exhibit "A". All insurance procured by Indigo shall be written in the name of Indigo with the Owner named as an additional insured thereon, except for worker's compensation insurance and any other insurance with respect to which it is impractical or inappropriate to name Owner, or any other parties as a named insured or an additional insured

3. Prior to the Commencement Date, Owner shall provide Indigo with all necessary information to enable Indigo to procure the policies described on Exhibit "A". In the event Indigo is unable to procure the policies described on Exhibit "A" for the Club on the Commencement Date, Owner and Indigo shall cooperate to accumulate all necessary information to enable indigo to procure such policies for the Club as soon as practicable after the Commencement Date and, in no event, more than sixty (60) calendar days after the Commencement Date (the "Interim Insurance Period, provided that all such policies comply with the requirements set forth on Exhibit "A" and are written in the name of Owner with Indigo named as

4. Certificates of insurance shall be delivered to Owner or Indigo, as applicable, on or before the Commencement Date, or as soon thereafter as practicable, at the addresses shown in Paragraph 16J below and all insurance policies shall be 'enewed (or replaced, as applicable) prior to their respective expiration dates

5. All such policies of insurance shall also be endorsed specifically to the effect that such policies shall not be canceled or materially changed without at least thirty (30) calendar days' prior written notice to Owner and Indigo. Each policy shall provide that the insurer shall not have any rights of subrogation to any claim which either 10 party hereto may have or may acquire against the other. Neither Owner nor Indigo shall have any claim against the other with respect to the failure of any insurance carrier to provide the coverage or protection placed with such carrier as contemplated by this Agreement.

6. hereunder shall be paid by Owner. Owner acknowledges and agrees that in order remain in effect and shall not terminate or expire; and (i) the employees shall be employed by Indigo on Indigo's employment platform and Indigo's policies and procedures shall be implemented and followed at the Club.

In connection with all significant construction at the Club, Owner shall cause the general contractor to maintain with a reputable insurer commercial general liability insurance (with products, completed operations and independent contractors' coverage) in at least the amount of Ten Million Dollars ($10,000,000), with Owner and Indigo being named thereon as additional insureds.

COMPENSATION AND FEES.

A. Base Management Fee. For its services hereunder, Indigo shall be paid a Base Management Fee (the "Base Management Fee") of $8,000 dollars ($8,000.00) per month.

The Base Management Fee shall be payable on the fifth day of each month from the Operating Account. The Base Management Fee shall be a net fee to Indigo and shall not include Club expenditures as provided for in this Paragraph 7 or any other Operating Expenses. Commencing on January 1, 2024, and for each subsequent year and possible Extension Term thereafter, the Base Management Fee shall increase two percent (2%) over the immediately preceding year for the term of the Agreement.

Incentive Management Fee. In addition to the Base Management Fee, Indigo shall be entitled to earn an Incentive Management Fee for each Contract Year during the Term. For Contract Year beginning April 1, 2023 and each year thereafter, Indigo shall receive an amount calculated as Ten percent (10%) of the positive Net Operating Income in excess of one dollar ($1.00) (the "Incentive Management Fee"). Notwithstanding anything to the contrary in this Paragraph 7, the Incentive Management Fee earned by Indigo in any Contract Year shall not exceed Twenty five percent (25% of the Base Management Fee paid to Indigo for that Contract Year. The Incentive Management Fee earned for a Contract Year shall be paid no later than seventy five (75) days after the Contract Year end of the Contract Year immediately following the Contract Year for which it is calculated and in which it was earned.

All Base Management Fees and Incentive Management Fees during the term shall be paid to Indigo from the Operating Account as Operating Expenses. Owner shall pay directly to Indigo any fees not payable until after the expiration or termination of this Agreement. Any Base Management Fee not received by the fifth (5th) day of the month, any Incentive Management Fee not received within seventy five (75) days after the Fiscal Year end, and any other sums due under this Agreement and not paid when due (including, but not limited to reimbursement for Centralized Services as defined in Paragraph 7C below and Operating expenses as described in Section 1l) shall be delinquent (hereafter, "Past Due Amount) and subject, without notice or demand, to late fees and interest as follows:

1. Late Fee. A late fee of Five Percent (5%) of the amount due shall be added to and shall become a part of any Past Due Amount.
11 2. Interest. Any Past Due Amount not received within ten (10) days of its due date shall bear interest from the date payment was due until the date paid in full at the then-current judgment rate of interest of the State of California Collection Fees and Costs. In the event any Past Due Amount is not received within ten (10) days of its due date, Owner shall pay to Indigo, as appropriate, all costs of collection, including reasonable attorneys' fees.

Start-up Travel. For changes requested by Owner, during the initial ninety (90) days of the employees shall be reimbursed for all reasonable travel-related expenses, including airfare, automobile (mileage reimbursement or rental car), lodging, and meals, in connection with the start-up and transition of the Club to Indigo. Such reimbursement shall not exceed Six thousand dollars ($6,000)
D. Ongoing Travel. After the Start-up Travel period of 90 days - Indigo' corporate based employees shall be reimbursed for all reasonable travel-related expenses, including airfare, automobile (mileage reimbursement or rental car), lodging, and meals, in connection with its services hereunder pursuant to the approved line item in the approved Annual Budget and Program, provided that any such expenses shall be appropriately allocated among other facilities benefited by such travel. Indigo shall provide documentation of all expenses in a form acceptable to Owner. Such reimbursement shall not exceed Six thousand dollars ($6,000) per Fiscal Year.

E. Owner's Review. Indigo' services herein shall include management and oversight of the turn- key accounting function as set forth in Paragraph 4H, and upon reasonable notice (which may be verbal) representatives of Owner shall have the right, at any time during normal business hours, to review all of Indigo' books and records including the general ledger, accounts payable, income statement, balance sheet, and budget variance reports relating to the Club including, without limitation, Indigo' work papers related to Indigo' preparation of operating statements. All expenses related to any such review shall be borne exclusively by Owner unless such review reveals an overpayment of any fees or other amounts in which case Indigo shall pay for the review. Owner's exercise of its right of review or to dispute any fee or expense reimbursement claimed by Indigo shall not delay payment of the undisputed portion thereof by Owner within the time frames set forth herein. Payment by Owner of a fee or other amount hereunder shall not constitute a waiver of Owner's right to subsequently dispute the amount thereof. If Owner and Indigo determine that any portion of the Base Management Fee or any other amount was improperly paid to Indigo, Indigo shall refund such improperly paid fee together with interest thereon from the time when such fee was paid or the Base Management pete branen the aries aring her ser or are a ne resolved by a court of competent jurisdiction as set forth in Paragraph 14D. erforming such services, and overhead costs of the home office or any regional or othe ocal office providing such services

8. CAPITAL EXPENDITURES. The cost of all Capital Improvements shall be deemed to include any / item purchased in connection with the operation of the Club which:
12 A. Has an economic useful life in excess of one (1) year, and B. Has a cost in excess of two thousand five hundred dollars ($2,500).

All Capital Expenditures for Capital Improvements shall be the responsibility of Owner and all decisions as to whether or not to undertake any capital improvements projects or otherwise in respect of any capital improvements shall be made by Owner in consultation with Indigo.

DEFAULT AND REMEDIES.

A. Owner Default. The following shall constitute an event of default ("Event of Default") by Owner under this Agreement:

1. Failure to timely pay Indigo any fees, compensation, or reimbursement due Indigo pursuant to this Agreement;

2. Failure to timely provide Initial Funding, Minimum Funds Balance, and/or Working Capital;
Failure by Owner to perform any material obligation set out in this Agreement, including, but not limited to, failing to consult with Indigo regarding budgets or capital improvements and failing to cooperate in good faith with Indigo regarding budgets or capital improvements;
Assignment by Owner for the benefit of its creditors, or becoming a party for more than thirty (30) days to any voluntary or involuntary insolvency proceedings or bankruptcy proceedings or reorganization; or

5. Interference or lack of cooperation by Owner which hinders or renders Indigo unable to fulfill its obligations under this Agreement as objectively determined by Indigo.

B. Indigo Default. The following shall constitute an event of default ("Event of Default") by Indigo under this Agreement:

1. Failure to maintain the amenities of the Club in an objectively reasonably good condition, not including failures resulting from abnormal weather conditions, acts of God, or other events or conditions beyond the reasonable control of Indigo;

2. Failure to operate the Club in accordance with the approved Annual Budget and Program;

3. Failure of Indigo to perform any material obligations set forth in this Agreement; or

4. Assignment for the benefit of its creditors, or becoming a party for more than thirty (30) days to any voluntary or involuntary insolvency proceedings or bankruptcy proceedings or reorganization.

Notice and Cure. When either party to this Agreement believes that the other party (the "Defaulting Party") has committed an Event of Default, it shall give written notice thereof to the Defaulting Party. The written notice must clearly state that it is a notice of default and provide a detailed description of the alleged default. The written notice will not be deemed a proper notice until sufficient detail to clearly and fully inform the Defaulting Party of the allege default is provided. The Defaulting Party shall have ten (10) calendar days from the date of the proper notice to cure the default unless the default is a non-monetary default and, due to 13 weather, growing conditions or other factors beyond the reasonable control of the Defaulting party, requires more time to cure. In order to qualify for a longer cure period, the Defaulting Party must earnestly begin to cure within thirty (30) calendar days from the date of the notice to cure and diligently pursue such cure. In no event will the Defaulting Party have more than sixty (60) days from the date of the notice in the aggregate to cure a non-monetary default. Notwithstanding anything to the contrary, neither Owner nor Indigo shall be entitled to any further notice and cure period for a default in the event (i) that same default occurs more than two (2) times in any twelve (12) month period and (i) two (2) previous proper notices and cure periods were provided to the Defaulting Party for that same default.

D. Rights upon Default. If the Defaulting Party does not cure the default within the grace period provided in Paragraph 9C above, the party complaining of the default (the "Complaining Party") may terminate this Agreement. To terminate this Agreement for default, the Complaining Party must issue a written notice of termination to the Defaulting Party clearly stating the basis for the termination and the Defaulting Party's failure to cure the alleged default the "Default Termination Notice"). The termination shall be effective thirty (30) days after the date of the Default Termination Notice, provided such notice was properly delivered (the "Default Termination Effective Date"). At any time after the Default Termination Effective Date and within the applicable statute of limitations, the parties may pursue all rights and remedies available in law or equity, including payment of accrued amounts pursuant to Paragraph 7 hereof. Notwithstanding any contrary provisions herein, Indigo' rights to recover damages from Owner shall be limited to the sum of (i) accrued and unpaid Base Management Fees and Incentive Management Fees as of the applicable termination effective date, and other amounts due hereunder, including, if applicable, all amounts to fully pay all sums due to third party vendors who provided goods or services to the Club, along with all accrued late fees, interest, and any attorney's fees and costs incurred in collecting or attempting to collect such unpaid amounts; (i) actual damages for damages sustained prior to the applicable termination effective date; and (iii) the Cancellation Fee, Termination Fee or Sale Termination Fee, if applicable (defined below) as fixed, agreed liquidated damages and not as a penalty (it being agreed by the parties that Indigo' damages would be extremely difficult to measure and that the Cancellation Fee, Termination Fee and Sale Termination Fee have been agreed upon, after negotiations, as a reasonable estimate of such damages). The parties also agree that notwithstanding any contrary provision hereof, Owner's damages shall be limited as provided in Paragraph 14A, if any be proven.

In no event will Indigo or Owner be subject to any consequential, special, punitive or similar damages, each party hereby waiving any right it may have to seek or claim such damages.

10. TERMINATION AND CANCELLATION.

A. Either party may terminate this Agreement upon the occurrence of an Event of Default by In the event Owner terminates this
Default occurred or that the termination was improper for any reason, the termination for default shall be deemed a termination for Owner's convenience.

B. cancellation Fee; Default by Owner. In the event Indigo terminates this Agreement due t he default of Owner and Indiao is not in default. Owner shall pav to Indiao, within forty five (45) days of the Default Termination Effective Date, a cancellation fee based on the year in which termination occurs (the "Cancellation Fee"). The Cancellation Fee will be in addition to any Base Management Fees and Incentive Management Fees paid or owing to Indigo prior to the Default Termination Effective Date.

The Cancellation Fee shall be calculated as: the amount determined by taking the sum of the Base Management Fee and the Incentive Management Fee for the prior Fiscal Year, then multiplying that quantity times the remaining years (including fractional years) in the Initial Term of the Agreement, and then multiplying that second quantity times seventy-five 14 percent (75%). The above formula will apply during any Extension Term based upon the remaining years in the Extension Term. Provided, however, the Cancellation Fee pursuant to this Paragraph 10B shall not be less than Fifty thousand dollars ($50,000). The parties agree that the Cancellation Fee is not duplicative of any other damages which Indigo may recover in the event of a default by Owner.

C. Owner's Reserved Right of Termination For Cause. Owner shall have the right to terminate the Agreement, without the payment of a Termination Fee or Cancellation Fee, if, in any two (2) consecutive Fiscal Years (commencing with the 2024 Fiscal Year as the first year in any measurement period), Net Operating Income does not equal or exceed seventy-five percent (75%) of budgeted Net Operating Income for each of the such consecutive Fiscal Years. Owner may exercise such termination right by providing written notice to Indigo within thirty (30) calendar days after Owner's receipt of the final determination of Net Operating Income for the second (2nd) of such Fiscal Years (either via the Indigo-prepared annual operating statement in Paragraph 4H; provided, however, that the methodology for calculation of Net Operating Income shall be as defined herein and shall be consistently applied to any Fiscal Years used in comparison). Failure to give such notice within such thirty (30) day period shall be deemed to be a waiver by Owner of its right to terminate based on the Fiscal Years in question, but shall not be deemed to be a waiver of such right with respect to subsequent Fiscal Years. Should Owner elect to terminate this Agreement based on this Paragraph 10C, said termination will be effective thirty (30) calendar days after the date of the written notice, provided such notice was properly delivered
In the event Owner elects to exercise its right of termination for cause, Indigo shall have the right, but not the obligation, to nullify such termination by paying to Owner, within thirty (30) calendar days of Indigo' receipt of Owner's termination notice, the aggregate amount by which actual Net Operating Income for the applicable Fiscal Years was less than seventy-five percent (75%) of budgeted Net Operating Income for such Fiscal Years (the "Cure Amount").

For purposes of determining whether seventy-five percent (75%) of budgeted Net Operating Income has been achieved in a Fiscal Year, budgeted Net Operating Income shall be subject to adjustment for force majeure events or expenses that are agreed upon by Owner and Indigo not to be within the control of Indigo (i.e. utility rates, real estate taxes, irrigation water charges, insurance premiums or extraordinary items).

D. Termination Fee; Owner's Termination for Convenience. After the first Contract Year, ending Twelve months (12) after the Effective Date, Owner may terminate the Agreement upon ninety (90) days prior written notice to Indigo during and only during the Thirteenth month (13) of the Agreement without payment of a Termination Fee. Owner shall have no Termination for Convenience rights or provisions after the Thirteenth month (13) of the Agreement. The termination shall be effective ninety (90) days after the date of the written notice, provided such notice was properly delivered (the "Convenience Termination Effective Date"). All Base Management Fees and Incentive Management Fees paid or owing to Indigo prior to the Convenience Termination Effective Date.

The Termination Fee shall be calculated as: the amount determined by taking the sum of the Base Management Fee and the Incentive Management Fee for the prior Fiscal Year, then multiplying that quantity times the remaining years (including fractional years) in the Initial Term of the Agreement, and then multiplying that second quantity times Fifty percent (50%). The above formula will apply during any Extension Term based upon the remaining years in the Extension Term. Provided, however, the Termination Fee pursuant to this Paragraph 10D shall not be less than seventy-five thousand dollars ($75,000). 15 E. Sale Termination Fee: Sale of Club. In the event of a sale or transfer of the Club to any third-party, Owner shall have the unilateral right to terminate this Agreement at any time on ninety (90) days prior written notice, subject to the provisions set forth below (the "Sale Termination Effective Date"). In the event of such unilateral termination due to the sale or transfer of the Club and Indigo not being in default under this Agreement, Indigo shall continue to manage the Club until the sale of the Club as evidenced by a transfer of title.

Upon sale of the Club, Indigo shall be paid a Sale Termination Fee equal to seventy-five percent (75%) of remaining Base Management Fees in the Initial Term of the Agreement.

The above formula will apply during any Extension Term based upon the remaining years in the Extension Term. Sale Termination Fee will be in addition to any Base Management notions of the green aceabe to hage, no sale tem
to Indigo.

No Waiver. By terminating this Agreement in accordance with this Paragraph 10, neither party shall be deemed to have waived any action it might have, in law or equity, by reason of a breach of or default under this Agreement.

Proprietary Material. Upon termination or cancellation of this Agreement, for any reason or under any circumstances, Indigo' (i) proprietary software and computer programs relating to accounting, operations, marketing, and forecasting, (i) operations and employee training materials and manuals of Indigo and (il) the information and processes related to and used by Indigo in the marketing and agronomic plan shall remain the sole property of Indigo and shall be removed by Indigo upon termination of this Agreement. Additionally, any actual or implied association of the Club or Facility with Indigo, Indigo Golf, LLC, or future DBA name of Indigo, shall cease upon termination.

H. Transition. Provided that Indigo have received, in full, payment of all fees due to them pursuant to this Agreement, including but not limited to all Base Management Fees, Incentive Management Fees, Cancellation Fee, Termination Fee and/or Sale Termination Fee, Indigo shall, without additional payment by the Owner, cooperate beyond the applicable termination effective date with Owner and any replacement manager for a reasonable period after the applicable termination effective date (all parties hereto agree that a reasonable period is not less than two (2) weeks and not more than four (4) weeks) to facilitate the orderly transition of the management of the Club.

11. USE OF CLUB. During the term of this Agreement, the Club shall be a private or semi-private facility unless otherwise provided and agreed to in the Annual Budget and Program.

12. LIQUOR LICENSE. Subject to any relevant California Alcoholic Beverage Control ("ABC") licensing requirements, Owner shall maintain at all times (except for the application period) a valid liquor license on the premises, and all of the parties hereto shall comply with all relevant ABC laws

13. FORCE MAJEURE; CONDEMNATION; FIRE AND OTHER CASUALTY. If all or any portion of the Club is destroyed by fire, flood, high winds, or other casualty, or taken by eminent domain, suci damage, destruction, or condemnation shall not be a cause for termination hereunder by either part! unless such damage or destruction results in the whole or a substantial part of the Club being appointed Owner, rebuild the damaged portion of the Club, then in any such event, this Agreement shall terminate on written notice from Owner to Indigo of such termination and neither party shall have any further riahts or obligations hereunder. Notwithstanding the foregoing, if 16 A. As a result of any damage or destruction to, or condemnation of, any part of the Club, or B. Otherwise due to causes beyond Indigo' reasonable control (and so long as Indigo uses all reasonable diligence to cure such inability, Indigo shall be unable to perform its obligations hereunder in respect of the operation of the Club, Owner and Indigo shall use their mutual best efforts to agree upon an amendment to the Annual Budget and Program, including, without limitation, the working capital provisions thereof, to allow payment of necessary Club expenses (including, without limitation, Club employee expenses) until such damage or destruction is repaired or such inability is cured and, if the parties are unable to agree on such an amendment within twenty (20) business days after Indigo shall have given Owner notice of the occurrence of such event, Indigo shall have the right to terminate this Agreement by notice to Owner of such termination and neither party shall have any further rights or obligations hereunder. In the event of a force majeure there is no Cancellation Fee or Termination Fee due to Indigo.

C. State of Emergency: In the event that there is a state of emergency declared by any governmental agency which impacts the operations of the Club, including but not limited to, the Federal Government, State of California, county, or local municipality, which results in the suspension of operations or the prohibition of use of the premises due to a state of emergency, then the obligations of the parties to this Agreement shall be suspended with no penalty and the monthly Management Fee shall be revised to reflect the reduction in scope of services.

14. INDEMNIFICATION AND LIABILITY.

A. Indemnity.

1. To the fullest extent permitted by law, Indigo will defend, indemnify and hold Owner harmless from and against any claims, losses, expenses, costs, suits, actions,

2. To the fullest extent permitted by law, Owner will defend, indemnify, and hold Indigo and/or Troon harmless, from and against any and all liability, loss, cost, damage, enalties, claims, causes of action, proceedings and expense, including withou mitation. court costs and reasonable attornevs' fees. incurred by Indiao and/o Troon or imposed on Indigo or Troon by any person whomsoever, related to the performance of the duties under this Agreement.

3. To the fullest extent permitted by law; Owner will defend, indemnify, and hold Indigo and/or Troon harmless, from and against any and all liability, loss, cost, damage, penalties, claims, causes of action, proceedings and expense, including without mitation, court costs and reasonable attorneys' fees, incurred by Indigo or Troo or imposed on Indigo or Troon by any person whomsoever, in any way related t any claims by any employee, independent contractor, vendor, party to a contract for services to Owner, investor, customer, patron, or resident for actions related to

4. To the fullest extent permitted by law, Owner will defend, indemnify and hold Indigo and/or Troon harmless from and against, any and all liability, loss, cost, damage penalties, claims, causes of action, proceedings and expense, including withou! limitation, court costs and reasonable attorneys' fees, incurred by Indigo or Troon r imposed on Indigo or Troon by any person whomsoever, in any way related t ny environmental claims pertaining to the Club or this Agreemen 17 5. To the fullest extent permitted by law, Owner will defend, indemnify and hold Indigo and/or Troon harmless from and against, any and all liability, loss, cost, damage, penalties, claims, causes of action, proceedings and expense, including without limitation, court costs and reasonable attorneys' fees, incurred by Indigo or Troon or imposed on Indigo or Troon by any person whomsoever, in any way related to late payments or lack of payments to vendors or other payees who supply labor, services or materials to the Club who have not been timely paid or paid at all for reasons outside of Indigo' control resulting in late fees or any other penalties against Indigo or Troon or any other facilities Indigo owns or manages.

6. Recovery upon an indemnity contained in this Agreement shall be reduced dollar- for-dollar by any applicable insurance collected by the party demanding The scope of all indemnities contained in this Agreement includes under all indemnities shall be limited as set forth in Paragraph 14C. All indemnification obligations under this Agreement shall survive the expiration or any termination of this Agreement.

B. It is expressly understood and agreed that Owner is solely responsible for the payment of all fees, expenses, indemnities and reimbursements due hereunder or otherwise in connection with services performed by Indigo and/or Troon pertaining to the Club, including management and payment of employees, and neither Indigo nor Troon shall have any liability or responsibility of any kind whatsoever with respect thereto or with respect to any other amounts payable to, or in respect of, Indigo or Troon in connection with this engagement or any other services performed by Indigo and/or Troon. All Operating Expenses, including but not limited to employee-related costs (e.g. salaries, wages, payroll taxes, insurance premiums, 401k funding, payments under COBRA, FMLA, employment- related administrative and legal claims or lawsuits), insurance premiums, taxes, vendor invoices, and all other costs associated with the Club are solely the responsibility of Owner, whether incurred before, during, or after the term of this Agreement; and Owner shall fully indemnify Indigo for all losses, including legal fees and costs, in accordance with the terms of Paragraph 14A above.

C. Legal Actions. Legal counsel for Indigo and Owner shall cooperate in the defense or prosecution of any action pertaining to the Club. Indigo shall not institute or defend any legal action or retain counsel affecting the Club without Owner's consent. Indigo shall forward all legal notices or notices of a financial nature which relate to the Club, to Owner at the address listed under Paragraph 16J. Indigo shall advise and assist Owner in instituting or defending, as the case may be, in the name of Club, Owner, and/or Indigo, but in any event expressly as a Club expense, all actions arising out of the operation of the Club and not attributable to the negligence of Indigo, and any and all legal actions or proceedings to collect charges, third party payments, rents, or other incomes for Indigo, Owner, or the Club, or to lawfully evict or dispossess tenants or other persons in possession there under, or to lawfully cancel, nodify, or terminate any lease, license, or concession agreement in the event of default hereof, or to defend any action brought against Owner, unless otherwise directed by the Owner. Indigo shall assist Owner to take the acts necessary to protect or litigate to a final decision in any appropriate court or forum, as a Club expense, and any violation, order, rule, or regulation affecting the Club.

D. Choice of Law and Venue. Whereas Indigo' principal place of business is in the ommonwealth of Virginia, and the Club is located in California, the parties agree that th areement shall be aoverned by and construed in accordance with the laws of California. Tr parties also agree that any dispute between them in any way arising out of or pertaining to this Agreement shall be exclusively brought in the Circuit Court for Fairfax County, Virginia or in 18 the United States District Court for the Eastern District of Virginia. The parties agree to submit to the jurisdiction of those courts.

E. Liability of Indigo and Owner.

Other persons. Indigo shall not be responsible for the acts or omissions of any of Owner's other contractors or any subcontractor, or any employees of Owner, or any persons representing Owner performing any services for or in connection with the Club, or any consultants or other persons engaged by Owner with respect thereto, unless and only to the extent Indigo is supervising, or should be supervising the same, and Indigo shall be responsible only for the performance of Indigo' obligations

15. CONFIDENTIALITY.

A. Work performed by Indigo and its agents or assigns pursuant to this Agreement (including, without limitation, any correspondence, analysis, reports and related materials prepared), constitutes confidential and privileged work product, and Indigo' communications thereon with Owner or their respective employees or counsel or other professionals retained by Owner (each an "Owner Person") constitute confidential and privileged communications which are intended to have the full protections of the work product doctrine, proprietary business privilege, attorney-client privilege and all other applicable privileges. Accordingly, Indigo agrees that it will not provide such oral or written reports or other work product or disclose such communications to any person other than Owner, except as may be otherwise requested by Owner.

B. Indigo agrees that all information, not publicly available, which is received by it from Owner in connection with this engagement, will be treated confidentially by Indigo, except as required by process of law or as otherwise requested by Owner. In the event Indigo is required to disclose any of such information pursuant to process of law, Indigo agrees to provide Owner with prompt notice so that Owner may seek appropriate remedies, including a protective order. In any event, Indigo and its agents, representatives, and employees will furnish only that portion of the information that is legally required to be disclosed.

C. Owner shall retain exclusive rights to ownership of all work output hereunder. Work output includes reports issued pursuant to this Agreement, but excludes, among other things, all working papers of Indigo, any correspondence, memoranda, calculations, processes, notes, etc. that Indigo may have used in the development of the reports above or such working papers or in the performance of any work covered by an authorization under this Agreement.

16. GENERAL PROVISIONS.

A. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings, and representations (if any) made by and between such parties.

B. Written Amendments. The provisions of this Agreement may only be amended of supplemented in a writing signed by both parties
C. Further Amendments. The parties hereby agree from time to time to execute and deliver such further instruments and documents, and do all such other acts and things, which may be convenient or necessary to more effectively and completely, carry out the intentions of the Agreement.
19 D. Compliance with Laws. Indigo shall, at all times, operate, use, and conduct the business of the Club in a lawful manner and in full compliance with all applicable governmental laws, ordinances, rules and regulations, and maintain all licenses and permits relating to the Club, with Owner's full cooperation, in full force and effect and cooperate and endeavor to obtain all licenses and permits first required after the commencement of the term of this Agreement required in connection with the management, use, and operation of the Club.

E. Environmental Laws. Owner represents to Indigo that no hazardous materials have been released into the environment, or have been deposited, spilled, discharged, placed or disposed of at or within the Club in violation of any Environmental Law (as defined below), nor except as expressly disclosed and described by Owner to Indigo has the Club been used at any time by any person as a landfill or a disposal site for hazardous materials or for garbage, waste or refuse of any kind. Owner also represents, to the best of Owner's knowledge, that there are no underground storage tanks of any nature on the Club (fuel, wign the cauetc.). Owner does not have any knowledge of asbastos-containing products For the purposes of this Agreement, "Environmental Law" shall mean: All applicable Federal, State, county or local (or other political subdivision thereof) laws, statutes, codes, acts, ordinances, orders, rules, regulations, directives, judgments, decrees, injunctions, directions, permits, licenses, authorizations, decisions and determinations issued, adopted or enacted by any judicial, legislative, regulatory, administrative or executive body of any governmental or quasi-governmental authority, department, branch, division, agency or entity exercising functions of or pertaining to any government having jurisdiction affecting the Club, or any licenses and permits of any governmental authorities, from time to time applicable to the Club or any part thereof regarding hazardous materials.

F. Binding. All of the terms and provisions of this Agreement shall be binding and inure to the benefit of the parties and their respective permitted successors and assigns.

Agreement is solely for the benefit of the parties hereto and not for the benefit of any third G. Assignment. Indigo may assign or transfer this Agreement and/or may delegate its duties and obligations under this Agreement to an Affiliate or for financing purposes.

H. Subordination and Estoppel. This Agreement shall be subject and subordinate at all times to the lien of any mortgage (or any such instrument providing a security interest) which may now exist or may hereafter be executed in any amount for which the Club or any portion thereof is specified as security. Owner agrees to use its commercially reasonable best efforts to obtain from Lender a non-disturbance agreement in Lender's standard form reasonably acceptable to Indigo.

Within ten (10) days of any such written request which Owner may make from time to time, Indigo shall execute and deliver to Owner a statement in a form reasonably satisfactory to Owner certifying that this Agreement is unmodified and in full force and effect (or if there have been modifications hereto, that this Agreement is in full force and effect, as modified, and stating the date and nature of such modification), the date to which the Base Management Fee and Incentive Management Fee have been paid, the fact that there are no current defaults under this Agreement by Owner or Indigo, except as specified in Indigo' statement, and such other matters reasonably requested by Owner.

I. Right to Pledge. Any provision herein contained to the contrary notwithstanding, Owner shall have the right to assign all or any portion of its right, title and interest in, to and under this Agreement and in and to the Club, by way of mortgage or security agreement, in order to secure the repayment of construction and/or permanent loans made for the purpose of financing all or any portion of its costs relating to the acquisition of the Club and the 20 construction of the golf course, clubhouse and improvements thereon, as well as loans for working capital provided that the Owner shall, upon execution of any such mortgage or security agreement, promptly deliver a true copy of such mortgage or security agreement to Indigo. The mortgagee or other secured party, and their respective assigns, may enforce such mortgage or security agreement and may acquire title to the Club and Owner's interest under this Agreement in any lawful way, and may take possession of the encumbered assets, or cause any person having the relationship of an independent contractor to the mortgagee or secured party to take possession of the encumbered assets, and upon foreclosure thereof (or in the event of any sale thereof in lieu of foreclosure) may without further consent of Indigo sell and assign the Club, free and clear of this Agreement.

The mortgagee or secured party or its assigns and any independent contractor to the mortgagee or secured party shall be liable to perform the obligations of Owner hereunder only during the period such person has title to the Club and Owner's interest hereunder and this Agreement is in effect but in no event shall such person have any responsibility or liability for the payment of the Termination Fee or the Cancellation Fee.

J Notices. All notices, requests, consents and other communications required or permitted to be given under this Agreement shall be in writing; shall be given only by hand delivery during normal business hours, first-class registered or certified mail, postage prepaid, return receipt requested, or overnight delivery service with FedEx or United Parcel Service; and shall be addressed to the parties in the manner set forth below. All notices shall be Postal Service as first-class, registered or certified mail, postage prepaid, with a return receipt requested (provided that the sender has in its possession the return receipt to prove actual delivery or to prove an address change occurred without proper notice), or (i) one (1) business day after the notice has been deposited with either FedEx or United Parcel Service to be delivered by overnight delivery (provided that the sending party receives a confirmation of actual delivery from the courier).

In the case of Indigo:

Indigo Sports, LLC.
15044 N. Scottsdale Rd, Suite 300
Scottsdale, AZ 85254
Attention: Jeff Hansen
Telephone: 703.761.1444
Facsimile: 703.893.3504
In the case of Owner:

Judy Chang Law Firm
646 E. Palisade Ave.

Suite 301
Englewood Cliffs, NJ 07632
Attn: Judy Chang, Managing Attorney
Telephone: (866) 526-1027
Facsimile: (917) 210-4001
or to such other address as either party may designate by written notice complying with the terms of this Paragraph.
21 K. Headings. The headings contained in this Agreement are for convenience of reference only, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

L. Invalidity. If any provision of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid or unenforceable under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited, invalid or unenforceable, but the remainder of such provision, and this Agreement shall not be invalidated or rendered unenforceable thereby, and shall be given full force and effect so far as possible.

M. No Waiver. The failure or delay of either party at any time to require performance by the other party of any provision of this Agreement shall not affect the right of such party to ubsequently require pertormance of that provision or to exercise any right, power o emedy hereunder. Waiver by either party of a breach of any provision of this Agreemen shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement.

N. No Partnership. Nothing in this Agreement shall be construed to create a partnership or joint venture between the parties. The parties acknowledge that the relationship of Indigo to Owner is that of an independent contractor.

0. No Exclusive Remedy. No remedy herein conferred upon either party is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity.

Authority. Each party hereby represents to the other party that it has the right, power, authority, and financial ability to enter into this Agreement and to perform its obligations under this Agreement, and that it is not restricted by contract or otherwise from entering Q. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, collectively and separately, shall constitute on and the same agreement.
(SIGNATURE PAGE FOLLOWS)
22 IN WITNESS WHEREOF, the parties executed this. Agreement as of the date first above written.; SANGHAI CORPORATION (Owner"), f/k/a PORTLOCK INTERNATIONAL, LTD INDIGO BPÖRTS, LLC
Date: 3113/2023
23 EXHIBIT A

INSURANCE SCHEDULE
I. Property and Business Interruption Insurance.

A. All risk property insurance for the full replacement value covering physical loss or damage to all buildings and improvements now existing or hereafter erected upon or above the Site, which shall include extended coverage against such perils of fire, lightning, windstorm, collapse, and sprinkler leakage. Such policy shall also provide (a) comprehensive boiler and machinery coverage, including pressure vessels, air tanks, boilers, machinery pressure piping, heating, air conditioning, (b) earthquake coverage, if applicable and available at commercially reasonable rates in the region where the Facility is located, and (c) flood coverage in an amount not to exceed $1,000,000 if the Facility is not in a special flood hazard zone, and, if the Facility is in a special flood hazard zone, flood coverage in an amount available at commercially reasonable rates through the applicable governmental agency. Such policy shall also cover all equipment, fixtures, motors, machinery, furnishings and furniture installed and owned or leased by Owner and used in connection with the Facility or with the buildings and improvements upon or above the Site, including all alterations, rebuilding, replacements and additions thereto (as hereinafter defined) at the option of Owner. If any insurer, or any governmental agency or authority having jurisdiction over the Facility, shall at any time require that the foundations be insured in order to relieve the insured from the responsibility as a co-insurer or for any other purpose, the obligations with respect to insurance herein shall henceforth be increased to the extent so required
B. Business Interruption Insurance providing coverage in an amount equal to twelve (12) months of Net Operating Income at the Facility, or such other amount as is mutually satisfactory to Indigo and Owner.

II. Liability Insurance.

A. Commercial general liability insurance against claims for bodily injury, death, property damage and sexual abuse and molestation occurring on, in or about the Facility; Employee Benefits Liability insurance with a combined single limit for each occurrence involving personal injury, death or property damage (including any loss of use resulting therefrom) in an amount not less than that generally provided with respect to the Affiliated Facilities, but in no event shall the limits of such coverage be less than One Million Dollars ($1,000,000) per location and per single occurrence and Two Million Dollars ($2,000,000) in the aggregate per location. For the avoidance of doubt, this policy shall be a location based policy.

Liquor liability insurance having coverage terms at least as broad as those found in standard ISO forms. Such policy shall have an aggregate limit of at least One Million Dollars ($1,000,000) per single occurrence and in the aggregate. Indigo shall be entitled, Owner shall be an additional insured) with respect to the foregoing insurance coverage.

Automobile liability insurance on vehicles operated in conjunction with the Facility against claims for damages on owned vehicles, non-owned vehicles, and uninsured motorist coverage (where required by statute), with a combined single limit for each occurrence involving personal injury, death or property damage (including any loss of use resulting therefrom) in an amount not less than that generally provided with respect to the Affiliated Facilities, but in no event shall the limits of such coverage be less than One Million Dollars ($1,000,000) per occurrence.
24 Umbrella liability insurance with limits of not less than Ten Million Dollars ($10,000,000) per single occurrence and in the aggregate.

E. Pollution insurance policy (including, but not limited to Herbicide and Pesticide coverage) with a limit of not less than One Million Dollars ($1,000,000) per single occurrence, including coverage for on-site and off-site clean up as well as third party coverage for on- site and off-site third party claims for bodily injury and property damage.

Privacy liability insurance covering employee and member/guest data at the Affiliated Facilities with limits as determined by Indigo and Owner. This coverage does not apply to computers at facilities not on the Indigo network or networks managed by Indigo.

III. Workers Compensation and Employer's Liability (provided that Indigo employs the employees).

A. Vorkers compensation and Employer's liability insurance as may be required unde pplicable laws covering all of Indigo and its Affiliates' employees employed at the Facility Comprehensive crime insurance covering Indigo employee theft and dishonesty with a limit of at least One Million Dollars ($1,000,000) per occurrence.

Employment practices liability insurance covering Indigo employees with a limit of at least One Million Dollars ($1,000,000) per occurrence.
25