QUALIFIED MANAGEMENT CONTRACT

By and Between

UNION COUNTY

and

KEMPER SPORTS MANAGEMENT, INC.

Dated as of November 17, 2014

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Table of Contents

ARTICLE 1 ................................................................................................................................ 3

1.1. Definitions ...................................................................................................................... 3

1.2. Interpretation .................................................................................................................. 8

ARTICLE 2 ................................................................................................................................ 8

2.1. Term ............................................................................... Error! Bookmark not defined.

2.2. Effect of Termination ...................................................................................................... 8

2.3. Disposition of Equipment and Supplies, Codition of Golf Course Facilities ..................... 8

ARTICLE 3 ................................................................................................................................ 6

3.1. General .......................................................................................................................... 6

3.2. Budgets, Personnel and Improvements .......................................................................... 8

3.2.1. Proposed Annual Operating Budget ............................................................................... 8

3.2.2. Annual Operating Budget ............................................................................................... 9

3.2.3. Financial Management ..................................................................................................10

3.2.4. Emergency Expenditures...............................................................................................11

3.3. Marketing Services ........................................................................................................11

3.4. Clubhouse Facilities and Golfing Services .....................................................................12

3.5. Golf Course Maintenance Services ...............................................................................14

3.5.1. Costs of Golf Maintenance Services ..............................................................................15

3.6. Other Duties and Prerogatives ......................................................................................15

3.7. Compliance with Applicable Law ...................................................................................16

3.8. Performance Bond.........................................................................................................16

ARTICLE 4 ...............................................................................................................................17

4.1. Annual Contract Payment and Annual Incentive Payment .............................................17

4.2. Reserved .......................................................................................................................17

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4.3. Disbursements Account .................................................................................................17

4.3.1. Out of Pocket Expenses ................................................................................................17

4.4. Payment Disputes .........................................................................................................18

ARTICLE 5 ...............................................................................................................................18

5.1. Company's Covenants ...................................................................................................18

ARTICLE 6 ...............................................................................................................................19

6.1. Representations and Warranties ...................................................................................19

6.2. Additional Company Representations and Warranties ...................................................19

6.3. Additional County Representations ................................................................................21

ARTICLE 7 ...............................................................................................................................22

7.1. The Company ................................................................................................................22

7.2. Tax Reporting ................................................................................................................22

7.3. Exemption .....................................................................................................................22

7.4. Contests ........................................................................................................................22

ARTICLE 8 ...............................................................................................................................23

8.1. Company Events of Default ...........................................................................................23

8.2. County's Remedies .......................................................................................................24

8.3. County's Defaults ..........................................................................................................24

8.4. Company's Remedies....................................................................................................25

8.5. Actions to Prevent Injury ................................................................................................25

ARTICLE 9 ...............................................................................................................................25

9.1. Limitation on Liability .....................................................................................................25

9.2. Survival .........................................................................................................................25

ARTICLE 10 .............................................................................................................................25

10.1. Definition .......................................................................................................................25

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10.2. Excused Performance ...................................................................................................26

10.3. Termination in Consequence of Force Majeure Event ...................................................26

ARTICLE 11 .............................................................................................................................27

11.1. Insurance ......................................................................................................................27

ARTICLE 12 .............................................................................................................................29

12.1. The Company's Indemnity .............................................................................................29

12.2. The County Indemnity ...................................................................................................29

ARTICLE 13 .............................................................................................................................30

13.1. Notices ..........................................................................................................................30

13.2. No Partnership ..............................................................................................................31

13.3. Assignment ...................................................................................................................31

13.4. Further Assurances .......................................................................................................31

13.5. Third Party Beneficiaries ...............................................................................................32

13.6. Governing Law ..............................................................................................................32

13.7. Reserved .......................................................................................................................32

13.8. Dispute Resolution ........................................................................................................32

13.9 Key Employees ……………………………………………………………………………….32

13.10. Entire Agreement ..........................................................................................................33

13.11. Amendment ...................................................................................................................33

13.12. Waivers .........................................................................................................................34

13.13. Severability ....................................................................................................................34

13.14. Counterparts..................................................................................................................34

13.15. Facsimile Delivery .........................................................................................................34

13.16. Attorneys' Fees..............................................................................................................34 13.17. Separate Agreements………………………………………………………………...35

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QUALIFIED MANAGEMENT CONTRACT THIS QUALIFIED MANAGEMENT CONTRACT (the “Agreement”), dated as of November 17 2014, by and between Kemper Sports Management, Inc., an Illinois corporation (“Company”), with offices located at 500 Skokie Boulevard, Northbrook, Illinois 60062, and the County of Union a body corporate and politic of the State of New Jersey, with offices located at Union County Administration Building, 10 Elizabethtown Plaza, Elizabeth, New Jersey 07207 (“County”). The County and the Company are each referred to herein individually as a “Party” and collectively, as the “Parties”.

Recitals

WHEREAS, the County created the Union County Improvement Authority (the “Authority”) pursuant to the county improvement authorities law, constituting Chapter 183 of the Laws of New Jersey of 1960 and the acts amendatory thereof and supplemental thereto, (the "Act") for the express purpose, among other things, of facilitating the development and financing of public facilities and development projects within the County; and

WHEREAS, pursuant to the terms of the Act, the Authority is authorized to provide public facilities, as such term is defined therein, within the County, including the financing of the acquisition and/or construction of same; and

WHEREAS, the County owns the Galloping Hill and Ash Brook Golf Courses (the “Golf Courses”); and

WHEREAS, the County owns the 46,000 square foot Galloping Hill Clubhouse at

the Galloping Hill Golf Course which consists of 28,130square feet of public facilities, 13,870 square feet of pro-shop and food and beverage facilities and 4,200 square feet of office space and storage space leased by New Jersey Golf Association; and

WHEREAS, the County owns the Ash Brook Clubhouse at the Ash Brook golf

course which consists of a snack bar and pro-shop; and

WHEREAS, the County and the Authority entered into an agreement pursuant to the Uniform Shared Services and Consolidation Act, N.J.S.A. 40A:65-1, et seq., authoriting the Authority to undertake a competative contracting procurement, pursuant to N.J.S.A. 40A:11-4.1 et seq., to obtain management/consessionaire proposals from qualified firms for the operation and management of the Golf Courses, on behalf fo the County, for a period not to exceed five (5) years (the “Shared Services Agreement”); and

WHEREAS, firms offering services related to the operation and management of a public recreation facility must, at a minimum, be procured utilizing the competitive contracting provisions of the Local Public Contracts Law, N.J.S.A. 40A:11-1 et seq.

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(“LPCL”); and WHEREAS, pursuant to law, specifically, N.J.S.A. 40A:11-4.3a and, the Authority adopted a Resolution authorizing, on behalf of the County the use of competitive contracting in the procurement of golf course operation and management and concessionaire services, and the issuance of a “Request for Proposals for Operation, Management, Maintenance and Concessionaire Services for the Galloping Hill and Ash Brook Golf Courses” dated June 24, 2014 (the “RFP”); and WHEREAS, on June 24, 2014, the Authority issued the RFP; and

WHEREAS, after evaluation of the proposals received in response to the RFP, the Authority advised the County that the Company has satisfied the legal, financial, technical and management requirements of the RFP, and that the Company is qualified to operate and manage the Golf Course Facilities in accordance with the terms of the RFP and this Agreement; and

WHEREAS, and the Authority has determined further that the Company's

Proposal Option 2 (attached hereto as Exhibit A and incorporated into this Agreement as though set forth in full herein) provided the highest standard of qualifications and experience, and beneficial financial terms and recommended that the County accept said proposal and select the Company as the Successful Respondent; and

WHEREAS, the County and the Company desire to enter into this Agreement to establish the terms and conditions pursuant to which the Company will perform all Services related to the Golf Course Facilities as defined herein; and

NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

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Article 1

Definitions 1.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below, unless the context requires otherwise: “Agreement” means this Agreement, including all Schedules and Exhibits, and to the extent not inconsistent herewith, the RFP and the Company Proposal, as any of them may be amended or supplemented from time to time. “Ancillary Facilities” means those facilities that support the Golf Course Facilities operation. These include, but are not limited to: maintenance area, irrigation pump house, and patron/employee parking lot all owned by the County. “Applicable Law” means any permits, licenses or approval, and any federal, State or local statute, law, constitution, charter, ordinance, resolution, judgment, order, decree, rule, regulation, directive, standard or similarly binding authority, which shall be enacted, adopted, promulgated, issued or enforced by a Governmental Authority relating to the RFP, this Agreement, the Authority, the County or the Golf Course Facilities or the financing thereof. “Authority” means the Union County Improvement Authority. “Capital Expenditures” means any capital purchase or improvement or capital lease which, in accordance with generally accepted accounting principles are capitalized as fixed assets, provided that any such purchase, improvement or lease in excess of $2,500 and/or having an extended useful life of twenty-four (24) months or more shall be deemed a Capital Expenditure. “Change in Applicable Law” means any enactment or issuance of a new Applicable Law, any amendment, alteration, modification or repeal of an existing Applicable Law and any authoritative interpretation of any existing Applicable Law issued by any Governmental Authority contrary to the existing official interpretation thereof, in each case coming into effect after the Effective Date. “Commercially Reasonable Efforts” means the efforts that a prudent person desiring to achieve a result would use in similar circumstances to achieve that result as expeditiously as practicable; provided, however, that a person required to use Commercially Reasonable Efforts will not be required to undertake extraordinary or unreasonable measures. “Company” or “Successful Respondent” means Kemper Sports Management, Inc., an Illinois corporation, with offices located at 500 Skokie Boulevard, Northbrook, Illinois 60062.

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“Concessionaire Facilities” means (1) the Pro Shop and food and beverage outlets at the Clubhouse at Galloping Hill, (2) the snack bar and Pro Shop at the Ashbrook Golf Course, (3) the snack bar and Pro Shop at the Learning Center at Galloping Hill (the “Learning Center”), (4) the beverage carts and halfway houses at both golf courses, and (5) certain other food and beverage Ancillary Facilities all owned by the County and to be contracted as the concessionaire by KemperSports Golf Group LLC under that separate agreement. “Contract Year” means each successive twelve (12) month period commencing on the Effective Date and on each anniversary thereof. “County” means the County of Union, New Jersey. “County’s Advances” means any amounts advanced or paid by the County to fund Operating Expenses or any other expenses incurred by the Company in connection with this Agreement. “Environmental Laws” means all Applicable Law relating to pollution, protection, preservation or restoration of human health, the environment or natural resources, including laws relating to releases or threatened releases of hazardous substances or hazardous waste, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous substances or hazardous waste, including, but not limited to, the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, and the Comprehensive Environmental Response Compensation and Liability Act, in each case as amended, and their state and local counterparts and all regulations thereunder. “Golf Course Facilities” means (1) the Golf Courses, (2) the Clubhouse at Galloping Hill, (3) the Learning Center, (4) the clubhouse at Ash Brook and (5) certain Ancillary Facilities all owned by the County. For purposes of this Agreement, unless specifically stated otherwise, Golf Course Facilities shall not include the Concessionaire Facilities defined above. “Golf Courses” means the Galloping Hill Golf Course which consists of two (2) public golf courses (a 9-hole course and an 18-hole course), a driving range and a practice facility and the Ash Brook Golf Course which consists of a public 18-hole golf course and a 9-hole pitch and putt course, all owned by the County. “Governmental Authority” means any federal, state or local legislative, executive, judicial, quasi-judicial or other public authority, agency, department, bureau, division, unit, court, tribunal, or other public body, person or entity having jurisdiction over a Party to this Agreement, the Authority, the Golf Course Facilities or this Agreement. “Gross Revenue” means all receipts related to or derived from the operation of the Golf Course Facilities during the Term, computed on an accrual basis, including, but not limited to, greens fees, cart rental fees, income derived from the investment of Gross Revenue, or for services of any nature performed on, at, or from the Golf Course

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Facilities only, determined in accordance with generally accepted accounting principles applied on a consistent basis. Gross Revenue shall be reduced by any refunds, rebates, discounts, and credits of a similar nature given, actually paid, or returned by Company or the County in the Golf Course Facilities of obtaining such Gross Revenue.

Gross Revenue shall not include:

o Applicable gross receipts taxes, admission, cabaret, excise, sales, and use taxes, or similar governmental charges collected directly from customers or their guests or as a part of the sales price of any goods or services;

o Revenues received from the Concessionaire Facilities;

o Royalties paid by Taylor-Made Golf (“TMAG”) (or any successor vendor) to KSM for licensing the golf club fitting concession at the Learning Center;

o Service charges that are percentage gratuities added to billings or golf lesson fees, to the extent paid to employees of the Golf Course Facilities;

o Credit card processing fees;

o Proceeds of borrowings by the County

o Proceeds paid as a result of an insurable loss, unless paid for the loss or interruption of business, to the extent such sums are used to remedy said loss;

o Interest or investment income earned on distributed Positive Net Cash Flow to the County;

o County’s Advances.

Any of the above provisions resulting in a double exclusion from Gross Revenue shall be allowed as an exclusion only once.

“Net Revenue” shall be computed as the sum of Gross Revenue less costs of goods sold, Operating Expenses and the Annual Contract Payment. Such calculation shall not include payments associated with Capital Expenditures, interest expense, taxes, depreciation and amortization. “NJDEP” means the New Jersey Department of Environmental Protection. “Operating Expenses” means all operating expenses of the Golf Course Facilities incurred or paid on behalf of the County during the Term, computed on an accrual basis, including, but not limited to, the following items: Salaries, wages, employee

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benefits, and payroll expenses, including without limitation, payroll service bureau fees, payroll taxes, Golf Course Facilities defined contribution or benefit plans for certain employees pre-approved by the County, and reasonable insurance for all employees employed on-site in the direct operation of the Golf Course Facilities, (collectively, the “Gross Payroll”);

o Marketing, advertising, and promotional expenses in accordance with approved budget or otherwise approved by County;

o Purchase, lease and/or replacement, as necessary, of inventories or equipment, maintenance parts and supplies for the Golf Course Facilities, including but not limited to golf carts and maintenance equipment;

o Purchase and replacement, as necessary, of office supplies, computers, printers, facsimile machines, photocopiers, postage, printing, routine office expenses, and accounting services incurred in the on-site operation of the Golf Course Facilities;

o The costs of IT consultants necessary to repair/maintain IT systems existing at the time, and other consultants utilized for the Golf Course Facilities in accordance with approved budget or otherwise approved by the County (which consent shall not be unreasonably withheld);

o Reasonable travel expenses of on-site employees and Company employees on business of the Golf Course Facilities incurred exclusively in connection with the business of the Golf Course Facilities;

o Accrual of a reserve for insurance (including workers’ compensation) and property taxes each month in an amount or at a rate that is sufficient to pay such insurance premiums or property taxes when they become due and payable;

o Insurance premiums and property taxes, to the extent not provided for in the reserve established therefor and any deductible amounts required to be paid pursuant to Golf Course Facilities insurance coverage;

o Accounts receivable previously included within Gross Revenue, to the extent they remain unpaid ninety (90) days after the first billing;

o Auditing, accounting costs, computer fees (including costs to license and maintain accounting software), and legal fees incurred in respect of the operation of the Golf Course Facilities, including any reasonable financial management and reasonable accounting fees paid to third party accounting firms, if included in the Budgets;

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o Costs incurred for utilities, including, but not limited to, all electric, gas, and water costs, and any other private utility charges incurred in connection with the operation of the Golf Course Facilities and Concessionaire Facilities;

o Ordinary maintenance and repairs, exclusive of any capital improvements or capital replacements, which are hereby excluded;

o The amount to be retained for purposes of maintaining Working Capital at an appropriate level, as approved by the County;

o All out-of-pocket expenses incurred by the Company in providing the services under the terms of the Agreement, including without limitation, reasonable travel for employees employed on-site at the Golf Course Facilities and Company’s other employees while engaged in performing the obligations of Company hereunder, air express, costs of recruitment if approved by the County (including applicable agent’s fee), and other incidental expenses included in the Budget;

o Expenses, including legal fees, damages or other costs, involved in defending any employment-related lawsuits, charges or claims involving personnel of the Golf Course Facilities;

o All expenses set forth in the approved Budgets; and

o All other customary and reasonable expenses incurred in the operation of the Golf Course Facilities.

Any of the above provisions resulting in a double inclusion as an Operating Expense shall be allowed as an inclusion only once.

Operating Expenses shall not include (i) depreciation or amortization, (ii) principal or interest payments on indebtedness, (iii) rental or lease payments for major items of furniture, fixtures, or equipment which, in accordance with generally accepted accounting principles, are purchased and capitalized as fixed assets, and (iv) federal, state and local income taxes of any nature or kind incurred by the County or Company.

“Proposal” means the Company’s proposal submitted in responses to the RFP. “Proposal Documents” means the RFP and all notices and appendices attached thereto as amended and supplemented by any responses to questions or addenda issued by the Authority as part of the RFP process. “RFP” means the “Request for Proposals for the Operation, Management, Maintenance and Concessionaire Services for the Golf Course and Clubhouse Facilities at Galloping Hill and Ash Brook Golf Courses” dated June 24, 2014.

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“Services” means the Golf Course Facilities services for which the RFP, excluding Concessionaire Services, was issued as more fully set forth in Article 3 of this Agreement. 1.2. Interpretation. The headings utilized in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Articles,” “Sections,” or “Exhibits” refer to the corresponding Articles, Sections, or Exhibits of or to this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. Unless otherwise stated, any reference in this Agreement to any Person shall include its permitted successors and assigns and, in the case of any Governmental Authority, any successor to its functions and capacities.

Article 2 Term and Conditions Precedent

2.1. Term. This Agreement shall be effective upon the Effective Date which shall begin on the date of execution of the Agreement between the County and the Company (the “Effective Date”), and shall end on the day that is the fifth (5th) anniversary of the Effective Date unless terminated by the County or Company prior to that date as provided in this Agreement.

2.2. Effect of Termination. Except to the extent expressly provided in this Agreement, the expiration or termination of this Agreement shall not relieve any Party of any liability accrued or arising from conduct or activities prior to the effective date of the expiration or termination, and such expiration or termination shall not affect the continued operation or enforcement of any provision of this Agreement that by its express terms is to survive any expiration or termination. 2.3. Disposition of Equipment and Supplies, Condition of Golf Course Facilities. Upon the expiration or earlier termination of this Agreement, the Company shall, at the Company’s expense, (i) return the Golf Course Facilities to the County in a condition suitable to allow for the smooth and proper transition of operations to the County, excepting normal wear and tear and damage due to fire or casualty; (ii) remove all of its tangible property from the Golf Course Facilities, (ii) leave all equipment and supplies purchased with funds provided through the Annual Operating Budget (“County Property”); and (iii) provide the County with a complete inventory of all County Property along with maintenance records and all manufacturers documentation and warranties, as applicable. The Company shall comply with this Section 2.3 not later than ninety (90) days after the effective date of the expiration or earlier termination.

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Article 3 Services

Section 3.1. General. Subject to the Annual Operating Budget and as an Operating Expense of the

County, the Services to be performed by the Company shall include, but shall not be limited to, the following:

(a) During the Term of this Agreement, the Company shall use

Commercially Reasonable Efforts to perform any act that is reasonably necessary, in the opinion of the County, for the Company to perform the Services, subject to the the terms and conditions of this Agreement. The Company shall perform the Services, subject to the approved Business Plan (See Section 3.1(d)). The Company shall be responsible for the administration, operation and management of the Golf Course Facilities, including, without limitation, course maintenance, subject to Section 3.5. below, equipment, service, development of golf programs, accounting and financial reporting, and obtaining sponsors for the Golf Course Facilities.

(b) The Company shall secure the County’s prior written approval of all major policy decisions, including, but not limited to, capital improvements and expenditures, operational budgets, greens fees, cart rental fees, and ground rules. The County will participate in evaluating the opening and closing dates for the Golf Courses and other portions of the Golf Course Facilities, and other operational functions that affect the profitability of the Golf Course Facilities. For the avoidance of all doubt the County shall make the final decision concerning these matters. The Company shall operate the Golf Course Facilities in accordance with the major policy decisions agreed upon with the County. The Golf Course Facilities shall be open to the general public. All fees charged to customers at the Golf Course Facilities, excluding the Concessionaire Facilities, shall be subject to the approval of the County. If the Company deems that certain fee proposals are necessary to be comparable and competitive to those fees charged by other competing publicly-owned golf courses for similar services and facilities, the Company shall recommend such changes to the County. The County has the sole authority for establishing fees charged for all pricing at the Golf Course Facilities, excluding the Concessionaire Facilities.

(a) The Company shall, on an ongoing and continuing basis (as deemed reasonable and necessary by the County), but not less than monthly during the first six months of this Agreement and then every six months thereafter, review its management work, programs and efforts for the Golf Course Facilities with the County. The County shall be kept fully informed of the progress and effectiveness of all Golf Course Facilities Services. Prior to the Effective Date of this Agreement, the Company will meet with the County to establish proper accounting controls.

(d) For the 2015 fiscal year only, the Company shall develop and submit to the County, for its review and approval, on or before December 15, 2014 a business plan for the Golf Course Facilities (the “Business Plan”), which shall include (i) proposed marketing, sales, promotion, golf development programs, advertising,

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sponsorship and public relations concepts for the Golf Course Facilities, (ii) a schedule of proposed fees, charges and an operating budget, and (iii) a description of the assumptions upon which the Business Plan is based. The County, shall give its comments and/or approval within thirty (30) days after receiving the Business Plan from the Company. The County shall neither approve nor disapprove fees, charges or operational approaches associated with the Concessionaire Facilities, which shall be determined by Kemper Sports Golf Group, LLC (“KSG”) as set forth in a separate agreement between the County and KSG (the “Concessionaire Agreement”). In the event of disapproval of any Business Plan (or any portion thereof), the Company shall continue to provide Services pursuant to the terms of this Agreement until such time as the County and the Company agree upon a replacement Business Plan. The Company shall propose, in conjunction with the Proposed Annual Operating Budget, a Business Plan for each remaining year of the Term of this Agreement.

(e) The Company shall apply for, obtain, and maintain, in the Company’s name (or, if otherwise required by Applicable Law, in the County’s name) all licenses, permits, approvals, and accreditations required in connection with the provision of the Golf Course Facilities Services (“Licenses”). The County will reasonably cooperate with the Company in applying for, obtaining, and maintaining such licenses (including liquor licenses), permits, and accreditation.

(f) The Company may not institute any legal action by or on behalf of the Authority and/or the County without the prior written consent of the Authority and/or the County, respectively.

Section 3.2. Budgets, Personnel and Improvements

Section 3.2.1 Proposed Annual Operating Budget. (a) For the 2016 calendar year and thereafter during the Term, each

November 1 during the term of the Contract, the Company shall submit a proposed operating budget to the County for the upcoming calendar year (the period beginning January 1 and ending December 31 is referred to herein as the “Calendar Year”). The proposed annual operating budget shall include projections of anticipated monthly revenues and expenses and cash flows for the Golf Course Facilities for the following Calendar Year including, without limitation, a reasonable contingency and anticipated working capital requirements over the course of the year, a capital improvement budget for the next Calendar Year (“Proposed Capital Expenditures Budget”), and general marketing and operational programs, including without limitation, operating policies, standards for operations and quality of service standards (collectively, the “Proposed Annual Operating Budget”).

(b) Sixty (60) days af ter the Effect ive Date of the Contract, the Company shall submit to the County, for the County’s review and written approval an initial 2015 budget forecast for the remainder of the year for the projected

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income and expenses. The 2015 budget forecast shall also identify any recommended initial capital improvements and the projected costs associated therewith.

(c) All budgets, as hereinafter set forth, i.e., Proposed Annual Operating Budget and Proposed Capital Expenditures Budget (collectively the "Budgets"), shall be prepared with the advice and counsel of the County based on what the Company believes to be reasonable assumptions and projections, and delivered to the County for the County’s review and written approval. The Proposed Capital Expenditures Budget will be considered as part of the Annual Operating Budget.

(d) No budget shall be deemed approved for a given fiscal year

until approved by the State of New Jersey Division of Local Government Services and adopted by the Union County Board of Chosen Freeholders (“UCBCF”). Section 3.2.2 Annual Operating Budget. Once the Proposed Annual Operating Budget is approved by the County as the Annual Operating Budget, the Company shall use its best efforts to operate and manage the Golf Course Facilities in accordance with the Annual Operating Budget and maximize, to the extent possible, net revenues, which shall accrue to the County. The County has the sole authority to authorize the Annual Operating Budget. Prior to the adoption of Annual Operating Budget, the Company shall operate on a temporary budget which shall not exceed 26.25% of the preceding year’s budget.

(a) Each Party may, from time to time, propose to the other Party

during the course of the year such changes or amendments to the Annual Operating Budget as such Party may consider necessary or appropriate, and the Company and the County shall use their mutual best efforts to agree upon such changes or amendments within thirty (30) days after such proposal is made. Changes and amendments to categories of the Annual Operating Budget are permissible but increases may not be made without UCBCF approval (subject to the availability of funds) and in anticipation of the budget being modified. Note: Budget increases are only permitted in November and December of each calendar year.

(b) The County agrees that the Annual Operating Budget is intended to be a reasonable estimate and, accordingly, the Company shall be entitled, from time to time, to submit revised Budgets that will be subject to review and approval of the sole discretion of the County by the County, to cover expenditures that were unanticipated at the time of adoption

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of the County budget, but are reasonable and necessary to carry out the provisions of the Contract; provided, however, that except as otherwise set forth in the Contract, the Company shall be required to obtain the County’s prior written approval of any expenditures that would result in the total budgeted expenditures in any respective budget category being exceeded by more than five percent (5%).

(c) The Company is authorized to take all action reasonably deemed necessary by the Company to implement, perform, or cause the performance of the items set forth in the Annual Operating Budget. The County acknowledges that the Company has not made any guarantee, warranty, or representation of any nature whatsoever concerning or relating to (i) the Budgets, or (ii) the amounts of Revenue or Operating Expenses to be generated or incurred from the operation of the Golf Course Facil it ies. The Company shall provide the County with a monthly variance report documenting such unanticipated expenditures and reallocations of funds.

(d) The County shall incorporate into the annual County budget, when introduced, the Annual Operating Budget for the Golf Course Facilities operations for each Calendar Year. The Company shall continue operating the Golf Course Facilities pursuant to any temporary County budget then in effect pending adoption and approval of a County-approved budget. Once so approved, the Company shall operate and manage the Golf Course Facilities in accordance with the Annual Operating Budget.

Section 3.2.3 Financial Management. (a) During the Term of the Contract, as an Operating Expense, the

Company will employ an on-site controller, with the appropriate accounting credentials and experience, whose duties shall include: (i) maintaining all books, records, and other data associated with the financial activities of the Golf Course Facilities, (ii) preparing all operating budgets, cash flow budgets, and other financial projections and forecasts, and (iii) controlling and being responsible for the day-to-day financial affairs of the Golf Course Facilities.

(b) Accounting Records and Reporting. The Company shall, during the Term of the Contract, maintain accounting records on a modified accrual basis; i.e. revenue is booked when cash is received and expenses are booked when goods/services are authorized. During the Term of the Contract, the Company shall submit to the County within twenty (20) days after the close of each calendar month, a Financial Statement showing, in accurate detail, the financial activities of the Golf Course Facilities for the preceding calendar month and the Calendar Year to date.

(c) Internal Control. The Company agrees to develop, install, and

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maintain reasonably appropriate accounting, operating, and administrative controls governing the financial aspects of the Golf Course Facilities, such controls to be consistent in all material respects with generally accepted accounting principles (GAAP) and such controls will be subject to review by the County and its auditors/accountants.

(d) Bank Accounts. (i) Operating Expense Account – An account (the “Operating Expense Account”) is established in the Company’s name with the Company’s federal Tax Information Number (“TIN”). The account shall be established with a GUDPA (Governmental Unit Depository Protection Act) certified depository consistent with the County’s Cash Management Plan. The County deposits funds into the Operating Expense Account based upon a detailed check registry submitted to the County for a listing of expenses incurred by the vendor in furtherance of operations of the Golf Course Facilities. The Company pays day-to-day expenses for Golf Course Facilities from said account. The County shall receive a monthly bank statement and bank statement reconciliation detailing outstanding checks and/or bank errors. Net activity in the Operating Expense Account should be zero. (ii) Payroll Account – An account (the “Payroll Account”) is established in the Company’s name with the Company’s TIN. The Payroll Account shall be established with a GUDPA (Governmental Unit Depository Protection Act) certified depository consistent with the County’s Cash Management Plan. The County deposits funds into the Payroll Account to reimburse the Company based upon a detailed payroll registry submitted to the County for staff costs incurred in furtherance of operations of the Golf Course Facilities. The County shall receive a monthly bank statement and bank statement reconciliation detailing outstanding checks and bank errors. Net activity in the Payroll Account should be zero and reflective of payroll withholding taxes due to the State and/or Federal Government.

(iii) Golf Course Facilities Revenue Account – The County shall establish an account (the “Golf Course Facilities Revenue Account”) in the County’s name with the County’s TIN. The Company shall deposit on a daily basis all Golf Course Facilities related Gross Revenues into said account. The Company shall submit on a weekly basis a daily revenue register for all golf facilities. The Company shall forward copies of all deposit slips to the County as proof of deposit and as a source for the County to record and reconcile deposits into the County’s accounting system.

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The daily revenue register shall show the daily revenues amounts in the following two formats and any discrepancies between these two formats shall be explained: (1) Type/category of revenue received and (2) Tender form of revenue received (e.g. cash, type of credit card). (iv) The Company shall provide the County with a finalized monthly sales tax report, by the 10th day of the following calendar month or, if not a business day, then the next succeeding business day, to allow the County ample time to prepare and file monthly sales & use tax returns to the State of NJ, Division of Taxation. If Company does not provide the reports to the County on a timely basis, the Company shall reimburse the County upon demand for any penalty charges.

Section 3.2.4 Emergency Expenditures. The County shall be notified of the need for, and estimated amount, of any emergency expenditures as soon as reasonably practical and prior to incurring any expenditure. Section 3.3 Marketing Services (a) The Company shall create and implement an annual marketing plan for the Golf Course Facilities as part of the Annual Operating Budget. Because KSG will be solely responsible for the marketing of the Concessionaire Facilities under the Concessionaire Agreement, KSG does not anticipate participating in any cost sharing associated with marketing the Golf Course Facilities. The marketing plan will include an effective date, program of editorial coverage, development of sponsorship programs, creation and implementation of programs designed to recruit school children into the sport of golf, and public relations and promotion to increase public awareness of the Golf Course Facilities as the Company commences its Golf Course Facilities Services. The marketing plans shall include provision for special events, paid advertising (including print, cable, and radio), direct mail, potential sponsorships and media and public relations campaigns. The Company shall also coordinate and oversee other third-party contractors’ work in connection with the design, content, layout and production of advertising and collateral materials in use in promotion of the Golf Course Facilities.

(b) The Company shall develop ongoing marketing and advertising

programs for the Golf Course Facilities and establish a schedule of marketing and advertising activities. The Company shall indicate that the Golf Course Facilities are being operated and managed by the Company in all marketing and advertising materials. Section 3.4 Clubhouse Facilities and Golfing Services.

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(a) The Company shall operate and manage the Golf Course Facilities. The Company shall be responsible for the collection of all Revenues, recruitment, hiring and management of Company personnel, consultation and management oversight over the development of golf programming and capital expenditures, preparation of annual golf services plans, including recommended annual operating budgets, and perform such services in accordance with the highest golf industry standards.

(b) The Company shall be the responsible for recruiting, hiring and employing Pro Shop personnel who, among other things, will be responsible for collection of all fees charged for course play, cart rentals, and any and all receipts collected at the Golf Course Facilities. (c) As an Operating Expense, all costs associated with the provision of Golf Course Facilities Services by the Company shall be the responsibility of the County with the exception of costs of merchandise, and food and beverages, inventory and equipment of the Concessionaire Facilities. (d) The Company shall recruit, hire and employ full time Golf Professionals, with consultation of the County, who can offer instruction in the sport of golf, supervise all tournament outings, assist the County and other Company managers in marketing efforts, assist Company managers in overseeing tee time programs and be responsible for the operations of the Golf Course Facilities. The County shall give written consent to the hiring of all Golf Professionals.

(e) The Company shall recruit, hire and employ full time professional managers, including superintendents, who will operate and manage the Golf Course Facilities and all activities and Services to be provided pursuant to this Agreement. (f) The Company shall utilize its expertise in assisting the County in the development of the Golf Course Facilities and of any capital improvement projects to be undertaken by the County at the Golf Course Facilities. The Company will provide golf management consultation services associated with the operation of the Golf Course Facilities. Such services will include, among other things, consulting and assisting the County and its staff and professionals in the development design and construction of the Golf Course Facilities and development of new golf programming for the Golf Course Facilities. The Company shall provide its golf management expertise in securing goods and services and in developing and coordinating efforts associated with any golf course improvements and new golf programming (including a possible membership advance tee time program, increasing the number of outings and tournaments, developing partnerships with private and non-profit entities and marketing efforts). Section 3.5 Golf Course Maintenance Services. (a) As an Operating Expense, the Company shall be responsible for the performance of all Golf Maintenance Services at the Golf Course Facilities. The

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Company shall use commercially reasonable efforts to make, or cause to be made, all necessary and proper repairs in and to the Golf Course Facilities in order to keep and maintain the same in good repair, working order and condition (normal wear and tear excepted), and outfitted and equipped for the proper operation thereof. Said services include the maintenance of the course, structures and surrounding grounds. (b) The minimum maintenance standards for the Golf Course Facilities in effect during the Term shall be the same maintenance standards for such facilities existing immediately prior to the Effective Date of the Term and any changes thereto mutually agreed to in writing by the County and the Company (the “Golf Course Facilities Maintenance Standards”). The Company is responsible to provide Golf Maintenance Services to meet or exceed the Golf Course Facilities Maintenance Standards.

(c) The Company shall be responsible to recruit, hire and employ all golf maintenance employees who shall become employees of the Company.

(d) The Company shall be responsible for the purchase and application

of all supplies, materials and equipment which are approved as Operating Expenses or approved as Capital Expenditures in accordance with this Agreement.

(e) The Company shall keep and maintain the turf irrigation systems in

accordance with the manufacturer’s recommended maintenance schedule, including winterizing the systems annually. All necessary repairs to the systems are the Company’s responsibility.

(g) The Company shall be responsible for providing all labor, supplies

and materials that are necessary to assure the proper condition of the greens, tees, and fairways, in accordance with professional agronomy management practices for golf courses in the Northeast region of the United States.

(h) The Company shall keep and maintain all buildings and structures on the Golf Course Facility in good repair and reasonably free from leaks, pests, rodents and infiltration of the elements.

(j) The Company shall be responsible for obtaining, maintaining and repairing all equipment and shall keep complete records of maintenance on each piece of equipment, and shall maintain and make available all records and all equipment available for inspection by the County at all times. The Company will be responsible for maintaining all equipment as of the Effective Date of the Contract and recommending future capital purchases of replacement or additional equipment by the County. It shall be the responsibility of the Company to adhere to all equipment manufacturers’ maintenance schedules and care standards. All equipment shall be owned by the County as an Operating Expense and used solely for the provision of Golf Course Maintenance Services, unless directed otherwise by the County. On each annual anniversary of the Effective Date of the Contract the Company shall provide the County with a complete inventory of all equipment.

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Section 3.5.1 Costs of Golf Maintenance Services. All costs associated with the provision of Golf Maintenance Services by the Company shall be the responsibility of the County as an Operating Expense. Such costs shall be considered as an Approved Expense as part of the Annual Operating Budget. Section 3.6 Other Duties and Prerogatives.

(a) In fulfilling its operational and managerial responsibilities hereunder, the Company shall have all rights ordinarily accorded to a manager in the ordinary course of business, including, without limitation, the collection of proceeds from the operation of the Golf Course Facilities, the incurring of trade debts (other than mortgage indebtedness), the approval and payment of obligations, and the negotiating and signing of leases and contracts except those needing County approval pursuant to Applicable Law or this Agreement. For the avoidance of all doubt, the County shall not pre-pay an expenses or liabilities incurred by the Company in advance of same.

(b) The Company shall determine, subject to the Annual Operating

Budget (i) personnel requirements, recruitment schedules, and compensation levels (ii) furnish job descriptions, performance appraisal procedures, employee benefit programs, and operational and procedural manuals for all personnel, and (iii) establish forms and procedures for employee compensation and incentive programs. The Company shall hire, promote, discharge, and supervise all employees performing services in and about the Golf Course Facilities. All employees hired by the Company shall be considered employees of the Company. Nothing contained herein shall be interpreted to establish a joint employer relationship.

Section 3.7 Compliance with Applicable Law.

(a) The Company shall at al l t imes during the Term of the Contract ( i) comply with Applicable Law in respect of the provision of Golf Course Management Services, whether or not compliance therewith shall interfere with the use and enjoyment of the Golf Course Facilities; and (ii) except for those specifically deemed the obligation of the County, procure, maintain and comply with all licenses and other authorizations required for any use of the Golf Course Facilities then being made, and for the proper erection, installation, operation and maintenance of the Golf Course Facilities or any part thereof.

(b) In the event, at any time during the Term of the Contract, repairs,

additions, changes, or corrections in the Golf Course Facilities of any nature shall be required by reason of any Applicable Law, the Company shall take all necessary steps and make all reasonable expenditures required to provide any such repairs, additions, changes, or corrections whether or not provisions have been made in the applicable Budgets for any such expenditures, subject to prior written approval of the County.

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Section 3.8. Performance Bond.

(a) On or before the Effective Date of this Agreement, the Company shall file with the County, and thereafter maintain in full force and effect, a Performance Bond, as described below.

(b) The Company shall give an annually renewable Performance

Bond, substantially similar in form to Appendix C-4 of the RFP, in an amount equal to the Total Annual Contract Payment For Contract Year 1 offered by the Respondent on its Qualified Management Contract Quotation Sheet at Section B.3.[a][b], from a surety company or companies qualified to do business in New Jersey, for the faithful performance of the obligations under this Agreement said bond to be for the term of this Agreement for the Services.

(c) The Performance Bond shall be renewed annually for the

corresponding amount equal to the Total Annual Contract Payment for the applicable Contract Year offered by the Company on the Qualified Management Contract Quotation Sheet of its Proposal. The Surety issuing the Performance Bond must provide the County with sixty (60) days prior written notice of its intention not to renew such Performance Bond in the following year. In that event, the Company must provide a substitute Performance Bond and must submit to the County, within seven (7) days of the receipt of the Surety's notice to the County that it will not renew the existing Performance Bond, a Consent of Surety (in the form set forth in RFP) verifying that a substitute Performance Bond in the applicable amount and under the same terms and conditions will be provided upon cancellation or termination of the original Performance Bond. Failure to provide such Consent of Surety within such seven (7) day time frame will entitle the County to terminate this Agreement on such seventh (7th) day, without further notice to the Company, and to draw upon the existing Performance Bond for the full amount thereof and exercise any other rights and remedies available to it under the terms and conditions of this Agreement and at law or in equity.

(d) The Company agrees that, if at any time after the Effective

Date, the County deems the surety for such Performance Bond to be unsatisfactory or if for any reason such Performance Bond ceases to be adequate to cover the performance of Services, the Company shall, within seven (7) days after the receipt of written notice from the County to do so, furnish an additional form of Performance Bond, in such form and amount, and with such surety as appropriate, as shall be satisfactory to the County. Failure to comply with the terms of this Section will constitute breach of this Agreement on the part of the Company.

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Article 4 Price and Payment

4.1. Annual Contract Payment and Annual Incentive Payment. Subject to Section 4.4 hereof, the County shall pay to the Company a monthly payment for the Golf Course Facilities Services during each Calendar Year of the Term as set forth in Exhibit B (the “Monthly Contract Payment”). The County shall also pay to the Company the Annual Incentive Payment, if any, as set forth in Exhibit B (“Annual Incentive Payment”). Except as may be expressly provided in this Agreement, no other fees or charges shall be due from the County to the Company for the Services. 4.2. Reserved

4.3. Operating Expense Account. On a bi-weekly basis, the Company shall provide the County with a statement containing a detailed list of Operating Expenses to be paid and Gross Revenues for such period. Within ten (10) days after County's receipt of such statement from the Company, the Company shall remit to the Operating Expense Account the amount set forth in such invoice, less the amount, if any, then on deposit in the Operating Expense Account to the extent the County authorizes the transfer of such amount to the Operating Expense Account.

4.3.1. Out-of-Pocket Expenses. In addition to all other fees and expenses

recited herein payable to the Company, and subject to County’s approval of same in the Budgets, it is agreed that County shall reimburse the Company within thirty (30) days of invoice for all actual out-of-pocket expenses incurred by the Company in the performance of this Agreement. Out-of-pocket expenses shall include, but shall not be limited to, reasonable travel (but airfare in excess of $1,000 must receive prior written approval of County), air express, courier service, costs of recruitment but only if prior approval of County (including applicable agent’s fees), and other incidental expenses. Reimbursement for such out-of-pocket expenses will be made at actual cost and may be made directly from the Operating Expense Account. Other than with respect to out of state travel costs, if an out-of-pocket expense is not reflected in the approved Operating Budget and will exceed $1,000.00, Company shall obtain approval from County before the expense is incurred. All out of state travel shall require the pre-approval of the County

4.4. Payment Disputes. If a dispute arises with respect to any payment request submitted or any payment owed by one Party to the other hereunder, the Parties shall attempt to resolve such dispute amicably. If the Parties cannot resolve the dispute within thirty (30) days, either Party may submit the dispute to arbitration in accordance with Section 13.8(b), provided, that, during the time a dispute is pending the disputing Party shall not be deemed in default under this Agreement and the Parties may not suspend the performance of their respective obligations hereunder, including payment of undisputed amounts owed hereunder.

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Article 5 General Covenants

5.1. Company’s Covenants. As a material inducement to the County’s execution and delivery of this Agreement, the Company covenants and agrees to the following: (a) Liens. The Company shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, labor or material man’s lien), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Golf Course Facilities or any interest therein or equipment or materials provided therefor. The Company also shall pay promptly before a fine or penalty may attach any taxes, charges or fees of whatever type of any relevant Governmental Authority, relating to any Services performed hereunder by the Company or its agents and subcontractors on the Golf Course Facilities. If the Company breaches its obligations under this Section, it shall immediately notify the County in writing, shall within twenty (20) days of the filing thereof cause such Lien to be discharged and released of record without cost to the County, and shall defend and indemnify the County against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. (b) No Infringement. The Company’s performance of Services hereunder shall not infringe any third party’s intellectual property or other proprietary rights.

Article 6 Representations and Warranties

6.1. Representations and Warranties. In addition to any other representations and warranties contained in this Agreement, each Party represents and warrants to the other as of the Effective Date that: (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) It has the full right, power and authority to enter into, execute, deliver and perform its obligations under this Agreement; (c) It has taken all requisite corporate or other action to approve the execution, delivery and performance of this Agreement; (d) This Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors’ rights generally and general principles of equity;

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(e) There is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of its business or assets that would affect its ability to carry out the transactions contemplated herein; and (f) The execution of, and performance under, this Agreement shall not violate any existing Applicable Law or any agreement to which it is a party.

6.2. Additional Company Representations and Warranties. In addition to

any other representations and warranties contained in this Agreement, the Company represents and warrants to the County as of the Effective Date that:

i. The Company is an “Equal Opportunity Employer,” which term shall be

prominently displayed in all solicitations or advertisements for employees placed by or on behalf of the Company.

ii. The Company represents and warrants that it has not offered or given

any gratuity for the purposes of securing this Agreement. iii. The Company agrees to comply with Title VII of the Civil Rights Act of

1964 (as amended), the American with Disabilities Act and the Age Discrimination Employment Act, all amendments thereto and all requirements imposed by or pursuant to those laws, to the end that no person shall be, on the grounds of sex, race, religion, color, marital status, ancestry, affectional or sexual orientation, gender identity or expression, disability, age or national origin, excluded from participation in or be denied the benefits of, or otherwise subjected to discrimination either in seeking service by or employment with the Company.

iv. The Company represents that it has, or will secure, as an Operating

Expense as set forth and pursuant to the terms of this Agreement, all personnel, agents, subcontractors and consultants required in performing the Services specified in this Agreement. Such Company personnel shall not be employees of or have any contractual relationship with the County. All of the Services hereunder will be performed by the Company or under its supervision, and all personnel engaged in such services shall be fully qualified and shall be authorized under Applicable Law to perform such Services.

v. The Company shall not hire or engage any subcontractors to provide a

substantial portion of the Services without the prior written consent of the County. Any approved subcontractors shall name the County as an additional insured on all insurance policies submitted to the County and any such subcontractor shall execute an agreement to hold

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harmless, indemnify and defend the County in addition to any other requirements set forth in this Agreement pursuant to, and as a condition precedent to, performing any Services. The foregoing restrictions in this subsection (v) shall not apply to TMAG (or any successor vendor to TMAG), or to any golf trainers or teaching professionals or similar contractors.

vi. The Services to be performed by the Company shall at all times be

subject to the direction and control of the County as set forth in this Agreement.

vii. It is understood by the Company that this Agreement shall be subject to approval by the Board of Chosen Freeholders of the County and only to the extent of monies appropriated and made available for the purpose of this Agreement throughout the Term.

viii. The Company, in accordance with its status as an independent

contractor, covenants and agrees that it shall conduct itself consistent with such status, that its employees will neither hold themselves out as, nor claim to be, an officer or employee of the County by reason hereof. The Company will not by reason hereof, make any claim, demand or application that its employees or officers have any right or privilege applicable to an officer or employee of the County, including but not limited to worker’s compensation coverage, unemployment insurance benefits, social security coverage or retirement membership or credit. The Company shall hold harmless, indemnify and defend the County, if any Company employee or hire asserts such claims/rights to be an employee of the County.

ix. The Company shall not perform any services beyond the scope of this

Agreement and/or furnish any materials not herein provided without the prior written consent of the County. All extra work, services and materials shall be authorized, in writing, by an authorized representative of the County and in no case will any such work, services or materials, in excess of that specified in this Agreement be paid for unless so ordered and authorized. The Company further agrees that it will accept as full compensation for such extra work, services and materials, the reasonable cost as authorized by the County prior to the performance of the extra work, services and materials.

6.3. Additional County Representations. In addition to any other

representations and warranties contained in this Agreement, the County represents and warrants to the Company as of the Effective Date that: (a) All acts necessary to the valid execution, delivery and performance of

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this Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures have been taken and performed as required under Applicable Law; (b) All persons making up the governing body of the County are the duly elected in their positions and hold such positions in good standing in accordance with Applicable Law; (c) entry into and performance of this Agreement by the County is for a proper public purpose within the meaning of Applicable Law; (d) the Term of this Agreement does not extend beyond any applicable limitation imposed by Applicable Law; (e) the obligation of the County to make payments hereunder does not constitute any kind of indebtedness of the County or create any kind of lien on, or security interest in, any property or revenues of the County that, in either case, is proscribed by any provision of the County’s organizational documents or Applicable Law, or any contractual restriction binding on or affecting it or any of its assets.

Article 7 Taxes and Governmental Fees

7.1. The Company. As an Operating Expense funded by the County, the Company will be responsible for the timely payment of all taxes, excluding income and franchise taxes, imposed or levied relating to the operation of the Golf Course Facilities. 7.2. Tax Reporting. Each of the Parties will be responsible for its own tax reporting. For purposes of tax reporting, the Parties will treat the transactions described in this Agreement in a manner consistent with the characterizations of such transactions in this Agreement. 7.3. Exemption. A Party, on notice from the other, shall provide a certificate of exemption or other reasonably satisfactory evidence of exemption if either Party is exempt from taxes, and shall use Commercially Reasonable Efforts to obtain, and cooperate with the other Party obtaining, any exemption from or reduction of tax. 7.4. Contests. Should a Party wish to contest a tax imposed upon it, if necessary for the purpose of contesting such tax, it shall immediately notify the other Party of the nature of the tax, the reason for the contest, and specify any action that may be required of the other Party. Each Party shall cooperate with the other in connection with such contest. The Party bringing the contest shall be responsible for the costs incurred in contesting such assessment.

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Article 8 Events of Default

8.1. Company Events of Default. The following events shall be defaults with respect to the Company (each a “Company Default”). (a) The Company: (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails, or admits, in writing, its inability, generally to pay its debts as they become due; (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (1) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (2) is not dismissed, discharged, stayed or restrained in each case within sixty (60) days of the institution or presentation thereof; (iv) has a resolution passed for its liquidation (other than pursuant to a consolidation, amalgamation or merger); (v) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (vi) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets; (vii) causes or is subject to any event with respect to it, which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) through (vi) (inclusive); or (viii) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. (b) The Company fails to pay the County any undisputed amount owed under this Agreement within thirty (30) days of receipt of a written notice from the County that such payment is past due. (c) The Company fails to deposit the Gross Revenues in the Golf Course Facilities Revenue Account as required under this Agreement, and such failure was not due to a Force Majeure Event or any other event reasonably beyond the Company’s control. (d) The Company fails to perform any material covenant set forth in this Agreement (other than obligations that are otherwise specifically covered in this Section 8.1), and the failure to perform is not cured within thirty (30) days after the County notifies the Company, in writing, of the failure. In the event that the failure to perform cannot be cured with reasonable due diligence within the thirty (30) day period, and the Company has commenced and is continuing to attempt to effect a cure, a Company Default shall not be deemed to have occurred until the expiration of such

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longer period as may be reasonably necessary to complete the cure, but in no event shall such longer period exceed an additional sixty (60) days. (e) Any representation made by the Company in this Agreement proves to have been false or misleading in any material respect when made. 8.2. County’s Remedies. If any Company Default has occurred, the County may exercise one or more of the following remedies: (a) The County may terminate this Agreement effective immediately in the case of a default under Section 8.1(a) or after the thirty (30) day notice period with respect to a payment default under Section 8.1(b); (b) The County may terminate this Agreement upon at least thirty (30) days’ written notice to the Company in the case of an uncured breach under Section 8.1(d); (c) The County may terminate this Agreement as a whole upon at least thirty (30) days’ written notice to the Company in the case of a breach of Section 8.1(c) or (e); and (d) The County may pursue any other remedy it may have at law or in equity. 8.3. County’s Defaults. The following events shall be defaults with respect to the County (each, a “County Default”): (a) The County is in breach of any material term of this Agreement if (i) such breach can be cured within thirty (30) days after the Company’s written notice of such breach and the County fails to so cure, or (ii) the County fails to commence and pursue said cure within such thirty (30) day period if a longer cure period is needed, or; (b) The County fails to pay the Company any undisputed amount due the Company under this Agreement within thirty (30) days of receipt of a written notice from the Company that such payment is past due; or

(c) If (i) the County shall be adjudicated bankrupt or become subject to an order for relief under federal bankruptcy law, (ii) the County shall institute a proceeding seeking an order for relief under federal bankruptcy law or seeking to be adjudicated a bankrupt or insolvent or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or all of its debts under New Jersey bankruptcy or insolvency law, (iii) with the consent of the County, there shall be appointed a receiver, liquidator or similar official for the County under federal bankruptcy law or under New Jersey bankruptcy or insolvency law, or (iv) without the application, approval or consent of the County, a receiver, trustee, liquidator or similar

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official shall be appointed for the County under federal bankruptcy law or under New Jersey bankruptcy or insolvency law or a proceeding described in clause (ii) above shall be instituted against the County, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.

(d) Any representation made by the County in this Agreement proves

to have been false or misleading in any material respect when made.

8.4. Company’s Remedies. If the County Default has occurred and/or is continuing, the Company may exercise one or more of the following remedies: (a) Terminate this Agreement and/or the Concessionaire Agreement upon at least fifteen (15) days’ written notice to the County; and (b) Pursue any other remedy it may have at law or in equity or under this Agreement with respect to the County.

8.5. Actions to Prevent Injury. If a Company Default or County Default creates an imminent risk of damage or injury to any person or any person’s property, then in any such case, in addition to any other right or remedy that the non-defaulting Party may have, such Party may (but shall not be obligated to) take such action as it deems appropriate to prevent such damage or injury.

Article 9 Limitation of Liability; Survival

9.1. Limitation on Liability. Neither Party nor any of its indemnified persons shall be liable to any other Party or its indemnified persons for any special, punitive, exemplary, incidental, indirect, or consequential damages, or losses or damages for lost revenue or lost profits, whether foreseeable or not, arising out of, or in connection with, this Agreement or in tort. 9.2. Survival. The provisions of this Article 9 shall survive the termination of this Agreement.

Article 10 Force Majeure

10.1. Definition. An act or event is a “Force Majeure Event” if such act or event

is beyond the reasonable control, and not the result of the fault or negligence, of the affected Party and such Party has been unable to overcome such act or event with the exercise of due diligence (including the expenditure of commercially reasonable sums).

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Subject to the foregoing conditions, “Force Majeure Event” shall include the following acts or events: (i) natural phenomena, such as storms, hurricanes, floods, lightning, volcanic eruption and earthquakes; (ii) explosions or fires arising from lightning or other causes unrelated to the acts or omissions of the Party seeking to be excused from performance; (iii) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, terrorist acts, or rebellion; (iv) Changes in Applicable Law or other action by a Governmental Authority, including a moratorium on any activities related to this Agreement; and (v) the impossibility for one of the Parties, despite its reasonable efforts, to obtain, in a timely manner, any approval by a Governmental Authority necessary to enable the affected Party to fulfill its obligations in accordance with this Agreement, provided that the delay or non-obtaining of such approval by a Governmental Authority is not attributable to the Party in question and that such Party has exercised its Commercially Reasonable Efforts to obtain such approval. 10.2. Excused Performance. Except as otherwise specifically provided in this Agreement, neither Party shall be considered in breach of this Agreement or liable for any delay or failure to comply with the Agreement, if and to the extent that any failure or delay in such Party’s performance of one or more of its obligations hereunder is attributable to the occurrence of a Force Majeure Event; provided, that the Party claiming relief under this Article shall (i) notify the other Party, in writing, of the existence of the Force Majeure Event as soon as reasonably practicable and in any event within five (5) business days after becoming aware of such existence, (ii) immediately exercise all reasonable efforts necessary to minimize delay caused by such Force Majeure Event, (iii) immediately notify the other Party, in writing, of the cessation or termination of said Force Majeure Event, and (iv) resume performance of its obligations hereunder as soon as practicable thereafter. If the Company claims relief pursuant to a “Force Majeure Event,” the County shall be excused from making payment to the Company until the Company resumes performing its obligations under this Agreement; provided, however, that the County shall not be excused from making any payments due to Company prior to the Force Majeure Event performance interruption. 10.3. Termination in Consequence of Force Majeure Event. If any Force Majeure Event shall have occurred that has affected the Company’s performance of its obligations hereunder and has continued for a period of one hundred twenty (120) consecutive days or one hundred eighty (180) days in the aggregate, then the County shall be entitled to terminate this Agreement upon thirty (30) days written notice to the Company. If at the end of such thirty (30) day period such Force Majeure Event shall still continue, this Agreement shall automatically terminate. By mutual agreement of the Parties, if the Golf Course Facilities are damaged or destroyed by a Force Majeure Event, it may be replaced within the time frames set forth above and subsequent to replacement and upon commencement of operation of the replacement Golf Course Facilities, all terms and conditions of this Agreement will remain in effect including the remaining Term of this Agreement.

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Article 11 Insurance

11.1. Insurance. (a) The Company will obtain and maintain in force at all times during the term of this Agreement as an Operating Expense, insurance coverage as reasonably directed by the County. Such coverage shall (i) list the County as additional insureds, as applicable (ii) be provided on a primary and non-contributory basis and (iii) will be obtained from an insurance company authorized and licensed to do business in the State of New Jersey and rated not less than A-VIII by the most current Best’s Manual. Furthermore, said insurance company or companies must be approved by the Authority.

The specifications outlined are standard industry Insurance Services Office (ISO) forms that are used by most insurers. In the event a carrier utilizes a proprietary policy form, the agent or broker must provide a statement that the policy provides a scope of coverage at least as broad as the requested ISO form.

Such coverage shall include, at a minimum, the following:

Worker’s Compensation & Employers Liability: Worker’s Compensation as required by statute. Employers Liability with limits of: $1,000,000 Each Accident

$1,000,000 Disease – Policy Limit $1,000,000 - Each Employee

Professional Liability $1,000,000 Each Occurrence / $2, 000,000.00 Aggregate Commercial General Liability Occurrence Form - Insurance Services Offices – (ISO) Form CG0001 (Ed. 04/13; 12/07; 12/04) Limits: $2,000,000 Each Occurrence

$1,000,000 Personal & Advertising Injury Limit $5,000,000 General Aggregate $2,000,000 Products-Completed Operations Aggregate The following endorsements are to be included in the CGL:

• Designated Project(s) – General Aggregate Limit (Form CG2503) • Additional Insured-Owners, Lessees or Contractors –(ISO) Form CG2010 (Ed

04/13) or Additional Insured – Designated Person or Organization (ISO) Form CG2026 (Ed 04/13)

• Owner: County of Union, and its officers, directors and employees. • Primary and Noncontributory – Other Insurance Condition (CG20 01 04 13)

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• Limited Contractual Liability coverage for Personal and Advertising Injury (CG2274 Ed 10/01): Designated Contract or Agreement: All work performed for or on behalf of : County of Union, and it officers, directors and employees

• Waiver of Transfer of Rights of Recovery Against Others To Us (CG2404 Ed 05/09) – Applies to: : County of Union, and its officers, directors and employees

• Earlier Notice of Cancellation Provided by Us (CG0224) – Number of Days Notice: 30 Days except 10 days for non-payment of premium – Endorsement specifically applying to: County of Union, and it officers, directors and employees

Regarding Commercial General Liability Form CG0001, the coverage cannot contain any of the following endorsements that restrict or amend: • Coverage A. exclusion b (Contractual exclusion) - An amendment to the

definition of “Insured Contract” is not acceptable. • Coverage A. exclusion e. (Employer’s Liability) - An amendment to the definition

of “employee” is not acceptable. • Coverage A. exclusion f (Pollution exclusion) – An amendment to the exclusion is

not acceptable. (An exception will be made if there is a separate Contractor’s Pollution-Professional Liability policy).

• Coverage A. exclusion l. (Damage to Your Work) – An amendment to the exclusion relating to work performed by independent contractors is not acceptable.

• Condition 7 – Separation of Insureds - An “insured versus insured” exclusion or Cross Liability Exclusion are not acceptable. (An endorsement that excludes “Named Insured versus Named Insured” is acceptable).

The following types of endorsements are not acceptable: • An endorsement(s) excluding operations relating to Explosion, Collapse,

Underground activities (X,C,U) are not acceptable; • An endorsement that restricts coverage based upon a subcontractor’s insufficient

insurance limits or failure to obtain Certificates of Insurance;

Business Automobile Policy Insurance Service Form (ISO) – Form CA 0001 Edition 03 06 Liability Limit: $1,000,000 - Symbol 1 “Any Auto”

Umbrella/Excess Liability Limits: $10,000,000 Per Occurrence

$10,000,000 Aggregate Coverage maybe an umbrella form or “follow form excess” but in no event shall

coverage be more restrictive than underlying insurance for: Commercial General Liability; Business Automobile Liability; Employer’s Liability

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Herbicide/Pesticide/Pollution-Professional Liability Limit: $5,000,000 Per Claim/Aggregate Owner: County of Union, and its officers, directors and employees with respect to Pollution Coverage

(b) Evidence of such coverage being in place will be promptly delivered to the

County prior to the commencement of the Term of this Agreement. Prior to the expiration of the required coverage, the Company will provide the County with evidence of the renewal of all coverage required on at least the same terms and conditions as originally required for this Agreement. All contractors working for the Company will also be required to maintain all insurance coverages listed above and list the County as an additional insured.

Article 12 Indemnity

12.1. The Company’s Indemnity. The Company agrees that it shall indemnify, defend and hold harmless the County, the Authority their permitted successors and assigns and their respective directors, officers, employees, agents and representatives (collectively, the “County Indemnified Parties”) from and against any and all liabilities, damages, claims, demands, judgments, losses, costs, expenses, suits, actions or proceedings, and all reasonable attorneys’ fees, imposed on, incurred by or asserted against the County Indemnified Parties in connection therewith, caused by any negligent acts, omissions or willful misconduct of the Company, or any of its officers, agents, employees, contractors or subcontractors, in connection with (i) personal injury or death to persons, damage to any property or facilities of any person or entity, (ii) environmental, health or safety matters or conditions (including on-Site or off-Site contamination), (iii) financial responsibility for corrective or remedial action under any Environmental Law or fines or penalties imposed under any Environmental Law, and (iv) any claim by third parties that the Company has infringed ownership rights in intellectual property. The Company shall not, however, be required to reimburse or indemnify any County Indemnified Party for any loss or claim to the extent such loss or claim is due to the negligence or willful misconduct of any County Indemnified Party. With respect to item (ii) and (iii) above, the Company shall have no indemnity obligation nor any remediation or other obligation with respect to on-Site contamination that exists prior to commencement of the Services except to the extent a release or exacerbation of release of hazardous materials from the contaminated areas occurs due to the grossly negligent acts or willful misconduct of the Company or any of its officers, agents, employees, its contractors or subcontractors (or their employees or agents). 12.2. The County Indemnity. The County agrees that it shall indemnify, defend and hold harmless the Company, its permitted successors and assigns and their respective directors, officers, members, shareholders, representatives, agents and employees (collectively, the “Company Indemnified Parties”), to the extent allowed by Applicable Law, from and against any and all liabilities, damages, claims, demands,

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judgments, losses, costs, expenses, suits, actions or proceedings, and all reasonable attorneys’ fees, imposed on, incurred by or asserted against the Company Indemnified Parties in connection therewith, caused by any negligent acts, omissions or willful misconduct conduct of the County, the County’s performance under this Agreement or, or any of its officers, agents, employees, contractors or subcontractors in connection with (i) personal injury or death to persons, damage to any property or facilities of any person or entity, (ii) environmental, health or safety matters or conditions (including on-Site or off-Site contamination), (iii) financial responsibility for corrective or remedial action under any Environmental Law or fines or penalties imposed under any Environmental Law, at the Golf Course Facilities. The County shall not, however, be required to reimburse or indemnify any Company Indemnified Party for any loss or claim to the extent such loss or claim is due to the negligence or willful misconduct of any Company Indemnified Party. With respect to item (ii) and (iii) above, and notwithstanding any other provisions above, as between the Company and the County, the County shall have sole responsibility for, and indemnify the Company Indemnified Parties against, all costs and remediation obligations with respect to on-Site contamination that exists prior to commencement of Services except to the extent the Company bears responsibility in accordance with the last sentence of Section 12.1.

Article 13 Miscellaneous

13.1. Notices. All notices, demands, requests and other communications provided for under this Agreement, except for real-time or routine communications between the designated representatives concerning the Services or any term or condition of this Agreement, will be in writing addressed to the respective Party, as the case may be, at the following addresses. Either Party may change the address to which notices are sent or the designation of its designated representative by written notice to the other as required by this Section 13.1. Notice will be deemed to have been given (a) when presented personally, upon receipt, (b) when sent by a nationally recognized overnight courier service, on the date delivered to the addressee, (c) when sent by mail, postage prepaid, registered or certified, return receipt requested, on the date delivered to the addressee or (d) when sent by facsimile or other electronic transmission, on the date of electronic confirmation of transmission (if sent on a Business Day before 5:00 p.m. Eastern Prevailing Time) or the first Business Day thereafter (if sent at any other time). The names and addresses for the service of notices referred to in this Section 13.1 and the designated representatives are: To Company: Kemper Sports 500 Skokie Boulevard / Suite 444 Northbrook, IL 60062

Attention : Steve Skinner, CEO

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With a copy to: Corporate Counsel [same address]

To the County: County Manager

Union County Administration Building 10 Elizabethtown Plaza 5th Floor Elizabeth, NJ 07207

With a copy to: County Counsel

Union County Administration Building 10 Elizabethtown Plaza 5th Floor Elizabeth, NJ 07207

13.2. No Partnership. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership among the Parties, or to impose any partnership duty, obligation or liability on the Parties. No Party shall act as agent of the other, have the authority or hold itself out as having the authority to bind the other Party to any contract, obligation or commitment or take any other action on behalf of the other Party, in each case except as expressly set forth in this Agreement. 13.3. Assignment. This Agreement may not be assigned by the Company without the prior written consent of the County, which consent shall not be unreasonably withheld or delayed. 13.4. Further Assurances. Each Party hereby undertakes to take or cause to be taken all actions, including the execution of additional instruments or documents, necessary to give full effect to the provisions of this Agreement. 13.5. Third Party Beneficiaries. This Agreement is for the benefit of the Parties hereto and their respective successors and permitted assigns, and this Agreement shall not otherwise be deemed to confer upon or give to any third party any remedy, claim, liability, reimbursement, cause of action or other right. 13.6. Governing Law. This Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of New Jersey, without reference to principles of conflicts of laws there under.

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13.7. Reserved. 13.8. Dispute Resolution. (a) Conference. Either Party (the “Initiating Party”) may raise a concern regarding interpretation or clarification of this Agreement, or the acceptable performance thereof (“Dispute”) by submitting a summary of the issue and its position with respect to said issue in writing to the non-Initiating Party. The non-Initiating Party shall, within thirty (30) days of receipt of the writing from the Initiating Party, respond with a written response of its position on the issue. Either Party may, after the exchange of written positions, send a notice of dispute to the other Party requesting a conference of management personnel with authority to resolve the dispute. Such conference between management personnel designated by each of the Parties shall be held within ten (10) days of delivery of the notice of dispute or such other time as mutually agreed to by the Parties. In the event the Parties are unable to resolve the dispute through the procedures set forth in this Section 13.8(a), either Party shall have the right to pursue the remedies in accordance with the procedures set forth in Section 13.8(b) and (c). (b) Arbitration. If permitted or required by Applicable Law, any controversy or claim arising out of or relating to this Agreement or the breach thereof, which cannot be resolved pursuant to the procedures described in Section 13.8(a), shall be resolved by arbitration. This Agreement to arbitrate shall be specifically enforceable under prevailing arbitration law. The award of the arbitrators shall be final, and a judgment may be entered upon it by any court having jurisdiction. A Party desiring to invoke this arbitration provision shall serve written notice upon the other of its intention to do so. Unless the parties otherwise agree in writing, within fifteen (15) days of the date of receipt of such notice, the Parties shall mutually agree upon the name of one individual, knowledgeable in matters pertaining to the performance of the Services and to the subject matter of the dispute, to serve as a single arbitrator. If the Parties fail to select an arbitrator, the Parties may request the American Arbitration Association to select the arbitrator if the Parties cannot otherwise mutually agree. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then prevailing, and shall be conducted in Union County, New Jersey, unless the Parties agree otherwise. Discovery shall be made available in accordance with the procedures set forth in the Federal Rules of Civil Procedure, but to a degree limited by the arbitrators as they deem appropriate to render the proceedings economical, efficient, expeditious and fair. Interest at the specified rate shall be added to any monetary award for sums found to have been due under this Agreement. Each Party shall bear its own costs of the arbitration and the Parties shall equally divide the fees and costs -of the agreed upon arbitrators.

(c) Legal Proceedings. If arbitration, as set forth in Section 13.8(b) hereof, is not permitted by Applicable Law, any controversy or claim arising out of or relating to this Agreement or the breach thereof, which cannot be resolved pursuant to

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the procedures described in Section 13.8(a), shall be brought by an action, suit, or proceeding in the Superior Court of the State of New Jersey, in Union County. Each Party waives any objection which it or they may have at any time to the laying of venue of any action, suit or proceeding in any such court and consents to service of process, waives any claim that any such action, suit, or proceeding has been brought in an inconvenient forum and waives the right to object that such court does not have jurisdiction over the Parties. In order to expedite resolution of any actions, suits, or proceedings that arise under this Agreement, each of the Parties irrevocably waives the right to trial by jury in any such actions, suit, or proceeding of any kind or nature in any court to which it may be a Party. (d) During the pendency of any Dispute, the Parties will continue to perform the obligations imposed upon them under this Agreement to the fullest extent possible, without prejudice to their respective positions in the Dispute.

13.9. Restrictions as to Employees. During the Term and for a period of two (2) years after the end of the Term, it is agreed that the County and/or its agents and contractors shall not, directly or indirectly, seek to contact, entice, or discuss employment or contracting opportunities with any Key Employee of the Company nor shall the County, its agents and/or contractors employ or otherwise engage or seek to employ or otherwise engage, directly or indirectly, any such Key Employee, without first obtaining the written consent of the Company. For purposes hereof, a “Key Employee” of the Company shall mean any individual holding any of the following positions at any time during the Term: the general manager, accountant/bookkeeper, director of golf, head professional or assistant superintendent, or any employee of the Company’s corporate office. A Key Employee shall not include any employee who was employed by the County prior to this Agreement and/or the superintendent.

13.10 Entire Agreement. This Agreement, together with the RFP, Company Proposal, Exhibits and Schedules hereto, constitute the entire agreement and understanding between the Company and the County with respect to the subject matter hereof and supersedes all other prior oral and/or written agreements relating to the subject matter hereof, which are of no further force or effect. The RFP, Company Proposal, Exhibits and Schedules referred to herein are integral parts hereof and thereof and are made a part of this Agreement by reference. In the event of a conflict between the provisions of this Agreement and those of the RFP, Company Proposal, Exhibit or Schedule, the provisions of this Agreement shall prevail, and such RFP, Company Proposal, Exhibit or Schedule shall be corrected accordingly. Each Party acknowledges that it and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 13.11. Amendment. No amendment, modification, waiver, change or addition hereto shall be effective or binding on any of the Parties hereto unless the same is in writing and signed by each of the Parties hereto.

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13.12. Waivers. Any waiver, express or implied, by any Party of any right or of any failure to perform or breach of this Agreement by any other Party shall not constitute or be deemed as a waiver of any other right or of any other failure to perform or breach of this Agreement by such other Party, whether of a similar or dissimilar nature. 13.13. Severability. In the event of the invalidity or unenforceability of any provision of this Agreement, the validity or enforceability of the other provisions hereof shall not be affected and the Parties shall substitute for such invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intended effect of the invalid or unenforceable provision. 13.14. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. 13.15. Facsimile Delivery. This Agreement may be duly executed and delivered by a Party by execution and facsimile delivery of the signature page of a counterpart to the other Parties, and if delivery is made by facsimile, the executing Party shall promptly deliver, via overnight delivery, a complete original counterpart that it has executed to the other Parties, but this Agreement shall be binding on and enforceable against the executing Party whether or not it delivers such original counterpart. 13.16. Attorneys’ Fees. Other than as specifically provided in Section 13.8(b), if any legal action arbitration, or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, default, misrepresentation, or breach in connection with any of the provisions of this Agreement, except as expressly excluded in this Agreement, the successful or prevailing party or parties, as determined by the court or arbitrator (as applicable), shall be entitled to recover reasonable attorneys’ fees, expenses expert witness fees, and other costs incurred in that action or proceeding in addition to any other relief to which it may be entitled.

13.17. Separate Agreements. This Agreement is entirely independent of, and unrelated to, the Concessionaire Contract. There shall be no rights of set off or cross default between this Agreement and the Concessionaire Contract.

13.18 Qualified Management Contract. The County and the Company acknowledge and agree that this Agreement is intended to conform to the requirements of Revenue Procedure 97-13, 1997-1 C.B. 632, and is to be interpreted consistently therewith. Notwithstanding any provisions in this Agreement to the contrary, the County and the Company agree that the County shall be under no obligation to pay, and shall not pay, compensation for services to the Company for the operation and maintenance of the Golf Course Facilities for any annual period if such payment, or any portion thereof, would (i) result in less than 80% of the Company's compensation for services for such period being based on a periodic fixed fee, or (ii) result in any portion of such

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compensation, in whole or in part, being based on a share of net profits, as such terms are defined in Rev. Proc. 97-13. The County and the Company agree that, for so long as tax-exempt obligations are outstanding with respect to the Golf Course Facilities, this Agreement shall not be amended or revised except with an opinion of a nationally recognized bond counsel firm that any such amendments or revisions shall not affect the tax-exempt status of any obligations outstanding with respect to the Golf Course Facilities.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties have caused this Qualified Management to be executed and delivered by their duly authorized officers or agents, all as of the day and year first above written. ATTEST: COUNTY OF UNION ______________________________ BY________________________ JAMES E. PELLETTIERE, CLERK ALFRED J. FAELLA Board of Chosen Freeholders County Manager APPROVED AS TO FORM __________________________ ROBERT E. BARRY, ESQ. County Counsel ATTEST: KEMPER SPORTS MANAGEMENT, INC. ____________________________ __________________________ Corporate Secretary/Notary Public Authorized Signatory __________________________ Print Name ___________________________ Print Title

[signature page]

EXHIBIT A

Qualified Management and Concessionaire Contract Quotation Sheet

See Exhibit B for Clarification

EXHIBIT B

1. Description of Payments. (a) The Company shall be entitled to the payment of an Annual Contract Payment, payable monthly over the Term , for the provision of Services for the Term of the Agreement, (b) The Company shall pay to the Authority the Project Development Costs in the form of a one-time payment of $25,000, at the time of execution of this Agreement; and (c) In addition, the County is desirous of maximizing its Revenue potential for the operation of the Golf Course Facilities and will pay an additional Annual Incentive Payment in each Fiscal Year as a percentage of Gross Revenue attained by the successful operation of the Golf Course Facility by the Company.

2. Annual Contract Payment. As proposed by the Company, and agreed to by the County, the Company shall be paid an Annual Contract Payment pro rated on a monthly basis as follows:

Total Fee for the first Contract Year is $ 96,000 to be paid in monthly installments of $8,000 Total Fee for the second Contract Year is $98,880 to be paid in monthly installments of $8,240 Total Fee for the third Contract Year is $101,845 to be paid in monthly installments of $8,487 Total Fee for the fourth Contract Year is $ 105,000 to be paid in monthly installments of $8,750 Total Fee for the fifth Contract Year is $ 108,000 to be paid in monthly installments of $9,000

Out-of-Pocket Expenses. In addition to all other fees and expenses recited herein payable to the Company, and subject to County’s approval of same in the Budgets, it is agreed that County shall reimburse the Company within thirty (30) days of invoice for all actual out-of-pocket expenses incurred by the Company in the performance of this Agreement. Out-of-pocket expenses shall include, but shall not be limited to, reasonable travel, (but airfare that exceeds $1,000 must receive prior approval of County), air express, courier service, costs of recruitment but only if prior approval of County (including applicable agent’s fees), and other incidental expenses. Reimbursement for such out-of-pocket expenses will be made at actual cost and may be made directly from the Disbursement Account. Other than with respect to out of state travel costs, if an out-of-pocket expense is not reflected in the approved Operating Budget and will exceed $1,000.00, Company shall obtain approval from County before the expense is incurred. All out of state travel shall require the pre-approval of the County

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3. Project Development Costs. Within seven (7) days of the Effective Date of this Agreement, the Company shall make a one-time payment to the Authority of $25,000, which payment represents the Project Development Costs associated with the administration and development of the RFP.

4. Annual Incentive Payment. As proposed by the Company, and agreed to by the County, the Company shall be paid an Annual Incentive Payment for each Contract Year, payable within 30 days of completion of the annual financial statements by the County upon which such payment is based. Commencing January 1, 2015, the Annual Incentive Payment shall be based upon the financial statements for each fiscal year of the County (which is a calendar year). The relevant financial results for the "stub" portion of the Contract Years in 2014 and 2019 shall be equitably prorated and apportioned in order to calculate the Annual Incentive Payment for those periods. The amount of the Annual Incentive Payment shall be as follows:

First stub Fiscal Year (November 17, 2014 to December 31, 2015) 5% of Gross Revenue in excess of agreed upon Annual Operating Budget Gross Revenue Projection Second Fiscal Year (January 1, 2016 to December 31, 2016) 5% of Gross Revenue in excess of agreed upon Annual Operating Budget Gross Revenue Projection Third Fiscal Year (January 1, 2017 to December 31, 2017) 5% of Gross Revenue in excess of agreed upon Annual Operating Budget Gross Revenue Projection Fourth Fiscal Year (January 1, 2018 to December 31, 2018) 5% of Gross Revenue in excess of agreed upon Annual Operating Budget Gross Revenue Projection Fifth stub Fiscal Year (January 1, 2019 to November 16, 2019) 5% of Gross Revenue in excess of agreed upon Annual Operating Budget Gross Revenue Projection IN NO EVENT SHALL THE ANNUAL INCENTIVE PAYMENT EVER EXCEED 20% OF THE COMPANY’S COMPENSATION IN ANY GIVEN YEAR OF THE TERM OF THIS AGREEMENT. At the conclusion of the five-year Term (in 2019), the County is obligated to pay the Company, if entitled, the Annual Incentive Payment, following an accounting for the period of time the Company was providing Services in the final year of the Agreement. The County shall account for, and calculate said fee on in accordance with the same schedule as had been done in prior years.