2026.01.22_AMENDED AND RESTATED LEASE FOR KEN MCDONALD GOLF COURSE_.DOCX

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AMENDED AND RESTATED
GOLF COURSE LEASE AND MANAGEMENT AGREEMENT
KEN MCDONALD GOLF COURSE
(City Contract No. C2026-##)
This AMENDED AND RESTATED GOLF COURSE LEASE AND MANAGEMENT 
(“Lease”) dated this ____ day of ________________, 2026 is by and between the CITY OF 
TEMPE, an Arizona municipal corporation (“City” or “Landlord”) and TEMPE GOLF LLC, a 
California Corporation (“Tenant”). 
RECITALS
WHEREAS, the City is owner of real property located in Maricopa County, Arizona upon 
which it currently operates the Ken McDonald Golf Course (the “Golf Course”); and
WHEREAS, on July 2, 2021, the City issued a Request for Proposals (“RFP”) related to 
improvement and operation of the Golf Course; and
WHEREAS, the RFP’s four stated goals were to ensure the long-term viability of public 
golf, address capital improvement needs at the Golf Course, provide revenue to the City, and 
expand golf and recreational amenities to a wide and diverse audience; and 
WHEREAS, Courseco, Inc. was the successful respondent to the RFP for the Golf Course, 
and the City Council authorized staff on March 3, 2022 to negotiate an agreement with Courseco, 
Inc. for improvement and operation of the Golf Course in accordance with Tenant’s proposal; and 
WHEREAS, Courseco, Inc. has incorporated or will incorporate an entity to be known as 
Tempe Golf, LLC for the sole purpose of managing and operating the Lease of the Golf Course, 
and 
WHEREAS, the Parties now wish to enter this Golf Course Lease and Management 
Agreement to memorialize their rights and responsibilities as they pertain to the Golf Course.
NOW, THEREFORE, for valuable consideration, the Parties hereby covenant and agree 
as follows:
ARTICLE 1
BASIC LEASE INFORMATION
The following is a summary of basic lease information applicable to the Lease.
Landlord:
City of Tempe
Tenant:
Tempe Golf, LLC

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Premises:
Land located in Tempe, Arizona owned by the 
City as more particularly described in Exhibit 
A attached hereto, together with the existing 
Golf Course and related Improvements 
thereon, as well as the Licensed Premises more 
specifically described in Exhibit B and the 
Well Sites described in Exhibit C.
Effective Date:
July 1, 2023
Term:
The initial Term of this Lease shall be for 
twenty (20) years from the Effective Date.
Expiration Date (initial Term):
June 30, 2043
Extension Options:
Tenant option to extend agreement by four (4) 
Extension Terms of five (5) years each.
Base Rent:
$50,000 for year one (1) of the Term, 
escalating by the lesser of 3.5% or the yearly 
Consumer Price index for every year of the 
Term thereafter, and subject to Base Rent 
Waiver terms described in Article 5.2.
Revenue Sharing:
Revenue Sharing shall be paid in addition to 
Base Rent calculated on annual Golf Course 
Revenues and Food and Beverage Revenues as 
discussed in Articles 5.2 and 5.3.
Permitted Use:
Operation of public golf course, driving range, 
and related facilities, including food and 
beverage services and other uses, such as 
special events, as agreed upon by City, and 
subject to all applicable law and ordinances.
Tenant’s Contribution to Capital 
Improvement Fund:
Tenant shall contribute a minimum of 5% of 
Gross Golf Revenues every year.
Notice Address of City:
City of Tempe
City Manager’s Office 
31 East 5th Street
Tempe, AZ 85281
With a copy to:
Tempe City Attorney
21 East 6th Street

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Suite 201
Tempe, AZ 85281
Notice Address of Tenant:
Tempe Golf LLC
Attn: Michael Sharp
5341 Old Redwood Hwy., Suite 202
Petaluma, CA 94952
List of Exhibits:
Exhibit A- Description of Premises
Exhibit B- Licensed Property
Exhibit C- Water Infrastructure
Exhibit D- Excluded Equipment
Exhibit E- Standards for Maintenance
ARTICLE 2
DEFINITIONS
For purposes of this Lease, the following capitalized terms shall have the meanings 
ascribed to them in this Article:
“Additional Charges” means all real and personal property taxes, possessory interest taxes 
and other costs, impositions and expenditures described in Article 6 hereof or otherwise payable 
by Tenant under this Lease.
“Agents” means, when used with reference to either Party to this Lease, the officers, 
directors, employees, agents and contractors of such Party, and their respective heirs, legal 
representatives, successors and assigns.
“Alterations” means any alterations, installations or additions to any Improvements or to 
the Premises but excluding maintenance and repair work.
"Assignment" has the meaning given in Article 15 hereof.
“Award” means all compensation, sums or value paid, awarded or received for a Taking, 
whether pursuant to judgment, agreement, settlement or otherwise.
"Base Rent” means the annual Base Rent specified in the Basic Lease Information and 
described in Article 5.1 hereof.
“Basic Lease Information” means the information with respect to this Lease summarized 
in Article 1 hereof.
“Capital Improvement Fund” means the account described in Article 8.3 and all moneys 
deposited therein and interest accrued thereon.
“City” means the City of Tempe, an Arizona municipal corporation.

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“City Improvements” means those City-funded improvement projects already planned for 
the Leased Premises and in some stage of progress, but unlikely to be completed by the Effective 
Date of the Lease.  Specifically, these projects include: (1) resurfacing of the Clubhouse parking 
lot; (2) pump station modifications; (3) repairs to the Clubhouse roof; and (4) repairs to the 
Clubhouse cooling system.   
"City Manager” means the City Manager of the City.
“Contemplated Capital Improvements” means those future Clubhouse Improvements and 
Irrigation Improvements contemplated by the Parties at the time of the commencement of this 
Lease.
“Clubhouse Improvements” means those specific improvements to the Golf Course 
Clubhouse included in the Contemplated Capital Improvements.
“Date of Taking” means the earlier of (i) the date upon which title to the portion of the 
Premises taken passes to and vests in the condemner or (ii) the date on which Tenant is 
dispossessed pursuant to an order of possession issued in the subject eminent domain proceeding.
“Default Rate” means a rate of interest equal to eight percent (8%) per annum. 
"Effective Date" means the date set forth as such in the Basic Lease Information.
“Encumber” means create any Encumbrance. 
“Encumbrance” means any mortgage, deed of trust, assignment of rents, fixture filing, 
security agreement, or similar security instrument, or other lien or encumbrance.
“Encumbrancer” means a mortgagee, beneficiary of a deed of trust or other holder of an 
Encumbrance.
“Environmental Laws” means any present or future federal, state or local Laws or policies 
relating to Hazardous Material (including, without limitation, its use, handling, transportation, 
production, disposal, discharge or storage) or to human health and safety, industrial hygiene or 
environmental conditions in, on, under or about the Premises (including any permitted 
Improvements) and any other property, including, without limitation, soil, air and groundwater 
conditions.
“Event of Default” means any one of the events of default described in Article 16.1 hereof.
"Expiration Date" means the date that is 20 years from the Effective Date, unless Tenant 
elects to extend the term of the Lease, in which case, the effective date will be the last date of the 
extended lease term.
“Excess Irrigation Improvement Costs” shall have the meaning set forth in Section 8.2.2.
“Food and Beverage Revenues” means the gross revenues derived from selling food, 
beverages, food items, food service, beverage service, revenue earned by Tenant from third party 
food or beverage catering services, and revenue derived from any food and beverage related sub

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lessees, assignees, licensees or concessionaires on the Premises. Gratuities and tips paid to 
restaurant and Golf Course staff are excluded from the definition of Food and Beverage Revenues.
“Force Majeure” means circumstances that delay or prevent the performance of obligations 
hereunder due to (i) acts or the failure or delay of action of government, (ii) rain or other inclement 
weather, (iii) acts of God, and/or other circumstances beyond the reasonable control of Tenant.
"Golf Course" means the 18-hole golf course, driving range, clubhouse, pro shop, parking 
areas and related facilities currently existing and being operated on the Premises. The Golf Course 
includes the Licensed Property.
“Golf Course Revenues” means the gross revenues derived from green fees, tournament 
fees, membership and club dues and other fees and dues of any kind including nonrefundable 
deposits (at the time the deposits are realized), driving range use fees and ball fees, rental fees for 
motorized golf carts, fees from golf instruction, and from the selling price of merchandise, golf 
clubs and other golf equipment, golf supplies, goods and, clothing whether for cash or on credit 
(whether collected or not), including the gross amount received by reason of orders taken on the 
Premises although filled elsewhere. 
“Golf Course Revenue Threshold” means Golf Course Revenues of two million and four 
hundred thousand dollars ($2,400,000) in the first year of the Term and increased annually in 
accordance with the terms of Article 5.3.1 of this Lease.
“Golf Course Revenue Threshold Two” means the annual Golf Course Revenue Threshold 
plus nine hundred thousand dollars ($900,000).
“Hazardous Material” means toxic or hazardous wastes or substances, pollutants or 
contaminants, including, without limitation, asbestos, urea formaldehyde, the group of organic 
compounds known as polychlorobiphenyls, petroleum products including gasoline, fuel oil, crude 
oil and various constituents of such products, and (a) any hazardous substance as defined in the 
Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), 
42 U.S.C. Section 9601-9657, as amended, (b) pollutants or effluents in violation of the Clean 
Water Act, 42 U.S.C. Section 1251 et seq., the Clean Air Act, 42 U.S.C., Section 7401 et seq., the 
Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Safe Drinking Water Act, 42 
U.S.C. Section 300(f) et seq., and any and all regulations promulgated thereunder, or (c) any of 
the foregoing in violation of or as defined in any similar federal or state law or local ordinance.
“Hazardous Material Claims” means any and all enforcement, Investigation, Remediation 
or other governmental or regulatory actions, agreements or orders threatened, instituted or 
completed pursuant to any Environmental Laws, together with any and all Losses made or 
threatened by any third party against City, its Agents, or the Premises or any Improvements, 
relating to damage, contribution, cost recovery compensation, loss or injury resulting from the 
presence, release or discharge of any Hazardous Materials, including, without limitation, Losses 
based in common law. Hazardous Materials Claims include, without limitation, Investigation and 
Remediation costs, fines, natural resource damages, damages for decrease in value of the Premises

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or any Improvements, the loss or restriction of the use or any amenity of the Premises or any 
Improvements, and attorneys’ fees and consultants’ fees and experts’ fees and costs.
“Improvements” means all buildings, structures, fixtures and other improvements 
constructed, installed or placed on the Premises by or on behalf of Tenant pursuant to this Lease, 
including, without limitation, any signs, roads, trails, driveways, parking areas, curbs, walks, 
fences, walls, stairs, poles, plantings and landscaping.
“Indemnified Parties” means the Party being indemnified and such Party's officers, Agents, 
shareholders, partners, employees, and their respective Agents, heirs, legal representatives, 
successors and assigns.
“Indemnify” means indemnify, protect, defend and hold harmless forever.
“Institutional Lender” means any commercial, national or savings bank, savings and loan 
association, trust company, insurance company, real estate investment trust or pension or 
retirement fund or similar source of funds.
“Investigation” when used with reference to Hazardous Material means any activity 
undertaken to determine the nature and extent of Hazardous Material that may be located in, on, 
under or about the Premises, any Improvements or any portion thereof or which have been, are 
being, or threaten to be Released into the environment. Investigation shall include, without 
limitation, preparation of site history reports and sampling and analysis of environmental 
conditions in, on, under or about the Premises or any Improvements.
“Invitees” when used with respect to Tenant means the clients, customers, invitees, guests, 
members and licensees, assignees and subtenants of Tenant.
“Landlord” means the City of Tempe.
“Law” means any law, statute, ordinance, resolution, regulation, proclamation, order or 
decree of any municipal, county, state or federal government or other governmental or regulatory 
authority with jurisdiction over the Premises, or any portion thereof, whether currently in effect or 
adopted in the future and whether or not in the contemplation of the Parties.
“Lease” means this Lease as it may be amended in accordance with its terms. 
“Lease Year” is City’s fiscal year (July 1 of the current calendar year through June 30 of 
the following calendar year).
“Leased Premises” means the real property identified in Exhibit A and the Improvements, 
together with any additions, replacements, modifications or other Alterations thereto permitted 
hereunder.  The Leased Premises does not include other portions of real property generally within 
the Premises, such as the Licensed Premises identified in Exhibit B or certain Water Infrastructure 
identified in Exhibit C.
“License Agreement” means that certain license agreement executed between the City and 
the Salt River Project (“SRP”) on March 2, 2023, and numbered SRP License No. 92737 and City 
Contract No. 2023-50 for the Licensed Property included within the Golf Course footprint.

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“Licensed Property” means the property licensed by the City from the SRP that is included 
within the Golf Course footprint but not within the Leased Premises.  The Licensed Property is 
identified specifically in Exhibit B.
“Losses” means any and all claims, demands, losses, liabilities, damages, liens, injuries, 
penalties, fines, lawsuits and other proceedings, judgments and awards and costs and expenditures, 
including, without limitation, reasonable attorneys’ and consultants’ fees and costs. 
“Maintenance” means maintenance of the Premises including maintenance of the facilities 
and structures, greens, tees, fairways, ponds/lakes, rough, cart paths and other turf areas 
comprising the Golf Course including parking lot and landscaped medians in accordance with the 
provisions of Exhibit E.
“Official Records” means the official records of Maricopa County. 
“Party” means City or Tenant. 
“Parties” means both City and Tenant.
"Personal Property" means all of the furnishings, equipment, tools, and other moveable 
personal property used to operate the Golf Course other than those identified as Excluded 
Equipment on Exhibit D and any additions and replacements thereof and referenced in Article 3.4.
“Premises” means the real property upon which the Ken McDonald Golf Course is 
currently located.  It is comprised of the Leased Premises, the Licensed Premises, and the Water 
Infrastructure.
“Release” when used with respect to Hazardous Material means any actual or imminent 
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, 
dumping, or disposing into or inside any existing improvements or any Improvements constructed 
hereunder by or on behalf of Tenant, or in, on, under or about the Premises.
“Remediation” when used with reference to Hazardous Material means any activities 
undertaken to clean up, remove, contain, treat, stabilize, monitor or otherwise control Hazardous 
Materials located in, on, under or about the Premises or which have been, are being, or threaten to 
be Released into the environment. 
“Rent” means the Base Rent together with Revenue Sharing calculated pursuant to the 
provisions of Article 5.2 hereof, and any and all Additional Charges.
“Taking” means a taking or damaging, including severance damage, by eminent domain, 
inverse condemnation or for any public or quasi-public use under Law. A Taking may occur 
pursuant to the recording of a final order of condemnation, or by voluntary sale or conveyance in 
lieu of condemnation or in settlement of a condemnation action.
“Tenant” means the Party identified as Tenant in the Basic Lease Information and the 
successors and assigns of Tenant’s interests under this Lease, provided that the rights and 
obligations of Tenant’s successors and assigns shall be limited to only those rights and obligations

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that this Lease permits to be transferred and that have been transferred in accordance with this 
Lease.
“Term” means the term of this Lease as determined under Article 4.1 hereof. 
“Transfer” means any Assignment or Sublease.
“Transferee” means any recognized assignee of any part of Tenant’s leasehold interest 
hereunder or any recognized subtenant of any portion of the Premises, pursuant to a Transfer that 
complies with Article 15 hereof.
“Water Infrastructure” means the City-owned well sites, water pipes, and associated 
infrastructure located on the Golf Course property.  
ARTICLE 3
PREMISES
3.1
Leased Premises.  City hereby leases to Tenant and Tenant hereby leases from City, 
the Leased Premises, the Improvements and the Personal Property, subject to all of the terms, 
covenants and conditions set forth in this Lease.
3.2
Excluded Property.  The Parties agree that the following portions of property are 
excluded from the Leased Premises:
3.2.1
Licensed Property.  The Parties acknowledge that the Golf Course includes 
the Licensed Property described more specifically in the attached Exhibit B.  The Licensed 
Property is licensed by the City from the Salt River Project (“SRP”) pursuant to the License 
Agreement.  The Parties explicitly acknowledge that the Licensed Property is not within the Leased 
Premises, but that Tenant shall operate and manage the Golf Course upon the Licensed Property 
in accordance with the terms of the License Agreement and this Lease.
3.2.2
Water Infrastructure.  The City’s Water Utility Division currently owns and 
operates aquifer recharge well sites, monitoring well sites, and irrigation pipes on the Premises 
(the “Water Infrastructure”).  The Water Infrastructure (as depicted more specifically on the 
attached Exhibit C) is expressly omitted from the Leased Premises and shall remain the sole 
property of the City throughout the Term of this Lease.  Tenant shall not be permitted to access or 
use the Water Infrastructure.  Tenant grants City a right-of-access over the Leased Premises for 
operation and maintenance of the Water Infrastructure.  City agrees to make reasonable efforts to 
ensure that operation and maintenance of the Water Infrastructure does not interfere with Tenant’s 
operation of the Golf Course.  The Water Improvements discussed in Article 8.1.1 below shall be 
considered part of the Water Infrastructure for purposes of this Lease.  
3.3
Condition of Leased Premises.  Tenant acknowledges and agrees that the Leased 
Premises are being leased and accepted in their present condition, without representation or 
warranty of any kind, and subject to all applicable Laws governing the use, occupancy, 
management, operation and possession of the Leased Premises.

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3.4
Personal Property.  All of the Personal Property on the Premises not (1) owned by 
City’s current golf course management contractor or (2) described specifically as Excluded 
Equipment in Exhibit D is leased to Tenant along with, and as part of, the Leased Premises. All 
such Personal Property is leased to Tenant pursuant to the terms of this Lease. Tenant, at its sole 
cost and expense shall insure, repair and maintain the Personal Property during the term of this 
Lease. Tenant agrees to keep said Personal Property in good condition and repair, normal 
obsolescence and reasonable wear and tear excepted, and to obtain policies of casualty insurance 
for such Personal Property in an amount equal to their full insurable value naming Landlord and 
Tenant as co-insureds as their interests may appear. Notwithstanding the fact that Landlord is the 
owner of the Personal Property, during the term of this Lease, Tenant shall have the right to dispose 
of any of said Personal Property provided concurrently Tenant replaces it with additional Personal 
Property having the same or greater value and having substantially the same use. Any Personal 
Property acquired by Tenant in replacement of any of the Personal Property shall belong to Tenant 
during the term of this Lease. Upon the termination of the Lease said Personal Property shall, upon 
the expiration or termination hereof, be surrendered to Landlord and shall thereupon, without 
further consideration, belong to Landlord (but subject to wear and tear and to any lease financing 
which may be applicable to any of the Personal Property). Tenant acknowledges that if it acquires 
any Personal Property subject to financing that could extend beyond the terms of this Agreement, 
then it shall consult with Landlord prior to finalizing such financing arrangements. Any and all 
additional Personal Property acquired by Tenant during the Term for the exclusive use in 
connection with the operation of the Premises, shall be owned by Tenant during the Term and 
shall, upon the expiration or termination of this Lease, be surrendered to Landlord and shall 
thereupon, without further consideration, belong to Landlord (but subject to any lease financing 
which may be applicable to any of the Personal Property).  Any and all additional Personal 
Property acquired by Tenant that is above and beyond the Personal Property originally provided 
to Tenant at the start of the Lease, or Personal Property meant to replace Personal Property 
originally provided to Tenant, and is not for the exclusive use in connection with the operation of 
the Premises, shall be owned by Tenant during the Term and shall thereafter remain the property 
of Tenant and be retained by Tenant upon the expiration or termination of this Lease. 
Notwithstanding the fact that Tenant may take its Personal Property, Landlord shall have the right 
of first refusal to purchase any or all of Tenant’s Personal Property at its appraised value at the end 
of the Lease. Tenant and Landlord shall mutually agree upon an appraiser to appraise Tenant’s 
Personal Property to determine whether Landlord will exercise its right to purchase Tenant’s 
Personal Property. 
3.5
Personal Property As-Is.  Tenant acknowledges that (a) Landlord is not the 
manufacturer of the Personal Property or manufacturer's agent; (b) Tenant has accepted the 
Personal Property based solely on Tenant's inspection, and expressly disclaims any reliance upon 
any statements or representations made by Landlord, and (c) that the Personal Property is of a 
design, size, fitness and capacity acceptable to Tenant and that Tenant is satisfied that the same is 
suitable and fit for its use and purposes. Tenant is leasing the Personal Property "AS-IS" without 
warranty, express or implied, including but not limited to the fitness for any particular purpose, 
use, quality, design, condition, durability, suitability, merchantability or any other matter. Tenant 
specifically waives all right to make any claim against Landlord for breach of any warranty of any

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kind whatsoever. Tenant agrees that Landlord is not responsible to Tenant for any loss, damage, 
claim or expense of any kind or nature caused, directly or indirectly by the Personal Property, the 
use thereof, the failure of operation thereof, the repairs, services, or adjustments thereto or by any 
interruption of service or loss of business or damage whatsoever and howsoever caused. No defect 
or unfitness of the Personal Property shall relieve Tenant of the obligation to pay rent or of any of 
the other obligations under this lease.
3.6
Excluded Equipment.    The property and equipment more specifically described in 
Exhibit D (“Excluded Equipment”) is the property of Landlord and is not subject to the terms of 
Article 3.4.  The Parties may, at their option, agree to terms for Tenant to purchase the Excluded 
Equipment.  If Tenant does not elect to purchase the Excluded Equipment, Landlord may remove 
it from the Premises.
3.7
Resale Inventory.  The Parties acknowledge that the Resale Inventory currently on 
the Premises is the property of City’s current golf course management contractor and is therefore 
not subject to the terms of this Lease.  
ARTICLE 4
TERM; OPTIONS TO EXTEND
4.1
Term. The initial Term of this Lease shall be twenty (20) calendar years from the 
Effective Date, ending on the Expiration Date. 
4.2
Extension Terms.  Tenant shall have the option to extend the Term for four 
additional terms of five (5) years each.  Should Tenant exercise its first option, the Expiration Date 
shall be changed to June 30, 2048.  Should Tenant exercise its second option, the Expiration Date 
shall be changed to June 30, 2053.  Should the tenant exercise its third option, the expiration date 
shall be changed to June 30, 2058. Should the tenant exercise its fourth option, the expiration date 
shall be changed to June 30, 2063. Tenant must notify Landlord of its intent to exercise its 
extension options no later than one (1) year before the existing Expiration Date. Tenant’s right to 
exercise an extension term is expressly conditioned upon the following: (a) Tenant is not in default 
under this agreement at the time it delivers its renewal notice; (b) Tenant is not in default at any 
time prior to the commencement of the Extension Term; and (c) Any default existing at the time 
of notice or arising prior to the start of the extension terms shall automatically void the applicable 
extension option any future option unless Landlord elects, in writing, to permit the renewal 
notwithstanding such default.
4.3
Holding Over.  If Tenant holds over beyond the expiration of any term with consent 
of the City, such holding over shall only be from month-to-month, subject to the conditions of this 
Lease, and shall not be a renewal hereof, and shall be at the maximum allowable compensation 
provided herein, calculated for the number of months and/or days held over, and shall otherwise 
be on the terms and conditions herein specified, so far as applicable.
4.4
Mutual Termination.  The Parties may, upon mutual agreement expressed in 
writing, during the initial Term of this Lease, or any extension thereof, on not less than one hundred 
eighty (180) days’ notice prior to termination, dissolve and terminate this Lease and the

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relationship of the parties. City shall not be liable for completion of any construction or renovation 
initiated by Tenant, its sub-tenants, assignees, licensees, concessionaires or permittees, and City 
shall be held harmless and indemnified therefrom.
ARTICLE 5
RENT AND OTHER CONSIDERATION
5.1
Base Rent.  Subject to the terms and conditions set forth herein, Tenant shall, 
beginning on the Effective Date, pay the City during the Term of this Lease an annual Base Rent 
of fifty thousand dollars ($50,000).  The Base Rent shall be payable in annual installments on the 
first day of each year of the Term.  Commencing on the first anniversary of the Effective Date and 
continuing every anniversary thereafter, the Base Rent shall be increased by the lesser of (a) three-
point five percent (3.5%), or (b) the percentage increase in the Consumer Price Index, West Region 
(“CPI”) as calculated and determined by the United States Bureau of Labor Statistics, for the period 
ending on December 31 of the previous calendar year.  
5.2
Base Rent Waiver.  As additional consideration for this Lease, Landlord has agreed 
to waive Base Rent in the first year of the Term.  Additionally, for each month during the Term in 
which Golf Course operations are actually affected by the construction of the Clubhouse 
Improvements or Irrigation Improvements the annual base rent payment shall be decreased by 1/12 
for that year.  For the purposes of this Section, “actually affected” means that the gross revenues 
of the Golf Course have been reduced solely as a result of the construction by more than fifteen 
(15%) percent from the same month the year prior to construction. For each month that Tenant 
requests a waiver under this Section, Tenant will provide to Landlord written notice and 
documentation to support its request.
5.3
Revenue Sharing.  As additional consideration for this Lease and in addition to the 
Base Rent, Tenant shall make Revenue Sharing payments to Landlord as outlined in Articles 5.3.1 
and 5.3.2.
5.3.1
Golf Revenue Sharing.  
5.3.1.1 Golf Revenue Sharing. Tenant shall pay Landlord five percent (5%) 
of all Golf Course Revenues up to the Golf Course Revenue Threshold.  Tenant shall pay Landlord 
ten percent (10%) of all Golf Course Revenues above the Golf Course Revenue Threshold and up 
to the Golf Course Revenue Threshold Two.  On all Golf Course Revenues above the Golf Course 
Revenue Threshold Two, five percent (5%) will be paid to the Landlord and five percent (5%) will 
be made as a contribution to the Capital Improvement Fund. Commencing on the first anniversary 
of the Effective Date and continuing every anniversary thereafter, the Golf Course Revenue 
Threshold shall be increased by the lesser of (a) three-point five percent (3.5%), or (b) the 
percentage increase in the Consumer Price Index, West Region (“CPI”) as calculated and 
determined by the United States Bureau of Labor Statistics, for the period ending on December 31 
of the previous calendar year.
5.3.1.2 Notwithstanding the forgoing 5.3.1.1, if the total costs of the 
Irrigation Improvements described in Section 8.2.2 below, exceeds three million ($3,000,000)

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dollars, Tenant shall be responsible for all additional costs above that amount (“Additional 
Irrigation Costs”). However, Landlord shall initially pay such Additional Irrigation Costs to 
complete the Irrigation Improvements. If Landlord pays any Additional Irrigation Costs, Tenant 
shall reimburse Landlord for all such costs including interest calculated at the City’s borrowing 
rate on the amounts advanced by Landlord. If Landlord advances any funds for the Additional 
Irrigation Costs, the revenue sharing structure shall automatically adjust, effective as of the date 
of such advance, as follows:
a.
Tenant shall pay Landlord five percent (5%) of all gross revenues 
up to the Golf Course Revenue Threshold amount in any contract 
year; and
b.
Seventeen and one-half percent (17.5%) of all gross revenues in 
excess of the Golf Course Revenue Threshold amount in that same 
contract year. 
When the 17.5% revenue-sharing rate applies, the payment shall be allocated as follows:
a.
Ten percent (10%) of all gross revenues above the Golf Course 
Revenue Threshold amount shall constitute the ordinary revenue-
sharing portion with five percent (5%) going to Landlord and five 
percent (5%) to the Capital Improvement Fund; and 
b.
Seven and one-half percent (7.5%) of all gross revenues above the 
Golf Course Revenue Threshold shall be applied exclusively to 
reimburse Landlord for the Additional Irrigation Costs associated 
with the Irrigation Improvements until such additional costs 
(including any interest) have been fully repaid. 
The additional seven and one-half percent (7.5%) payment shall automatically terminate 
once the Additional Irrigation Costs have been fully repaid. Tenant shall have a period of twenty 
(20) years from the date Landlord first advances any portion of the Additional Irrigation Costs (the 
“Repayment Period”) to fully repay Landlord, including all accrued interest required under this 
section. If, at the end of the Repayment Period, any portion of the Additional Irrigation Costs 
remain unpaid—including without limitation, all principal amounts advanced by Landlord and all 
interest accrued thereon—Tenant shall make a final lump-sum payment to Landlord for the full 
remaining balance. Such payment shall be made no later than sixty (60) days after the expiration 
of the Repayment Period. 
5.3.2
Food and Beverage Revenue Sharing.  Tenant shall pay Landlord three 
percent (3%) of all Food and Beverage Revenues.  Tenant’s obligation under this Article shall only 
commence after completion of the Clubhouse Improvements discussed in Article 8.1.1. 
5.4
Revenue Sharing Payments.  Tenant shall make Revenue Sharing payments to 
Landlord on a quarterly basis.  Such payments shall be made in full within thirty (30) calendar 
days following the end of each quarter.

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5.5
Revenue Sharing Reports.  Tenant shall furnish to City a statement of Golf 
Revenues and Food and Beverage Revenues (collectively “Gross Revenues”) within thirty (30) 
days after the end of each calendar quarter and an annual statement of Gross Revenues within sixty 
(60) days after the end of each fiscal year. Such statements shall be in a form acceptable to City. 
Each statement shall be signed and certified correct by Tenant. In addition, each annual statement 
shall be reviewed by an independent certified public accountant, at Tenant’s expense, reasonably 
acceptable to City. Tenant shall keep at the Premises or at Tenant's business office complete and 
accurate books of account, records, cash receipts and other pertinent data, in accordance with good 
accounting practices and in a form approved by City, showing its Gross Revenues, including 
without limitation, accurate records of every sale and other transaction made from the Premises. 
Such books of account, records, cash receipts and other pertinent data shall be kept for a period of 
five (5) years after the end of each calendar year. The receipt by City of any statement, or any 
payment of Percentage Rent for any period, shall not bind City as to the correctness of the 
statement or payment.
5.6
Inspection and Audit.  City shall be entitled at any time and from time to time during 
the Term and within three (3) years after the Expiration Date or other termination of this Lease, to 
inspect, examine, copy and audit Tenant’s books, records and, cash receipts as related to Gross 
Revenues. The purpose of such examination is to enable City to ascertain, clearly and accurately, 
Tenant’s Gross Revenues and to verify that the form and method of Tenant’s record keeping 
provide adequate and proper control and check of all such revenues. Tenant shall cooperate fully 
with City and City’s Agents in making the examination. City shall also be entitled at City’s option, 
once during each Lease Year and once after the Expiration Date or other termination of this Lease, 
to cause an independent audit of such records to be performed by a certified public accountant 
designated by City. The audit shall be conducted during usual business hours at the Premises. If 
the audit shows that there is a deficiency in the payment of any Percentage Rent, then Tenant shall 
immediately upon notice pay the deficiency to City, together with interest thereon at the Default 
Rate, which interest shall accrue from the date on which such deficient amount would have been 
due until such deficiency is paid. City shall pay the costs of the audit unless the audit shows that 
Tenant understated Gross Revenues by more than two percent (2%), in which case Tenant shall 
pay all City’s costs of the audit. Tenant’s understatement of Gross Revenues for any Lease Year 
by more than five percent (5%) due to Tenant’s gross negligence or willful misconduct shall 
constitute an Event of Default.
5.7
Late Charge.  If Tenant fails to pay any Rent (including Base Rent or Revenue 
Sharing) within fifteen (15) days after the date the same is due and payable, such unpaid amount 
will be subject to a late payment charge equal to three percent (3%) of the unpaid amount in each 
instance; provided, however, such late payment charge shall not be due in respect of the first 
occurrence in any twelve (12) month period during the Term that would otherwise entitle the City 
to impose a late payment charge. City and Tenant have agreed upon the late payment charge, after 
negotiation, as a reasonable estimate of the additional administrative costs and detriment that City 
will incur because of any such failure by Tenant, the actual costs thereof being extremely difficult 
if not impossible to determine. The late payment charge constitutes liquidated damages to

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compensate City for its damages resulting from such failure to pay and Tenant shall promptly pay 
such Late Charge to City together with the unpaid Rent. 
ARTICLE 6
TAXES, ASSESSMENTS, AND OTHER EXPENDITURES
6.1
Taxes.  Tenant shall pay and discharge as they become due, promptly and before 
delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises or 
imposts, whether general or special, or ordinary or extraordinary, of every name, nature and kind 
whatsoever, including all governmental charges of whatsoever name, nature or kind, which may 
be levied, assessed, charged or imposed, or which may become a lien or charge on or against the 
land hereby demised, or any part thereof, the leasehold or Tenant herein, the Leased Premises 
described herein, any building or buildings, or any other improvements now or hereafter thereon, 
or on or against Tenant's estate hereby created which may be a subject of taxation, or on or against 
City by reason of its leasehold of the fee underlying this lease, during the entire term hereof.  
Tenant shall pay as due all taxes on its personal property located on the premises and all statutory 
leasehold excise taxes.
6.2
Evidence of Payment of Taxes.  Tenant shall, upon City’s request, furnish to City 
within ten (10) days after the date when any charges are due and payable, official receipts of the 
appropriate taxing authority or other evidence reasonably satisfactory to City, evidencing payment 
thereof.
6.3
Other Expenditures.  Tenant shall be responsible for any and all other costs and 
expenditures for garbage pickup, utilities, cable television, internet services or other services for 
its use, occupancy, operation or enjoyment of the Leased Premises or any Improvements permitted 
thereon.
ARTICLE 7
USE; COVENANTS TO PROTECT PREMISES AND CITY FACILITIES
7.1
Tenant’s Permitted Use.  Tenant may use the Premises allowed hereunder only for 
the use specified in the Basic Lease Information, as more fully described in this Article 7, and for 
no other purpose.
7.2
Covenant’s Regarding Use.  As a material inducement to City to enter into this 
Lease, Tenant covenants with City as follows:
7.2.1
No Unlawful Uses or Nuisances.  Tenant shall comply with all municipal 
ordinances and all state and federal laws and regulations applicable to Golf Course Operations.  
Tenant shall not use or occupy any of the Premises or any Improvements, or permit the use or 
occupancy thereof, in any unlawful manner or for any illegal purpose, or permit to be carried on 
any use in violation of the conditions of any use or occupancy permit. Tenant shall take all 
precautions to eliminate immediately any nuisances or hazards relating to its activities on or about 
the Premises or any Improvements permitted hereunder.

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7.2.2
Covenant Against Waste.  Tenant shall not cause or permit any waste, 
damage or injury to the Premises.
7.2.3
Covenant Against Dumping; Waste Disposal.  Tenant shall not cause, or 
permit the dumping or other disposal on, under or about the Premises of landfill, refuse, Hazardous 
Material or other materials that are unsightly or could pose a hazard to the human health or safety, 
native vegetation or wildlife, or the environment.
7.2.4
Golf Course Operations.  Tenant shall operate the Course and related 
facilities on the Premises as a public golf course. Tenant shall, at all times, operate the Course and 
conduct all operation in a good and businesslike manner and at least comparable to the standards 
of comparable golf courses. Tenant shall provide services customarily associated with the 
operation of a golf course and the related facilities, including, without limitation, the rental of golf-
related equipment, provision of golf instruction, and sale of golf supplies, apparel and equipment, 
and operation of food and beverage service. The quality and grade of service shall be equal to or 
greater than the quality and grade of service to a comparable golf course. The Premises shall be 
used for no other purpose without the written consent of Landlord, which consent shall not be 
withheld unreasonably.  If Tenant’s use is prohibited by subsequent law or governmental 
regulation, this Lease shall terminate.
7.2.5
Days and Hours of Operation.  Tenant shall operate the Course and related 
facilities located on the Premises every day of the year, excepting Christmas Day, Thanksgiving 
Day, and New Year’s Day, at Tenant’s discretion, at least from dawn to dusk, except in the event 
of an emergency or inclement weather. Tenant may open the other limited access parts of the 
Course at other times as it sees fit and at its discretion.
7.2.6
Inventory and FF&E.  Tenant shall, at its sole expense, acquire and maintain 
throughout the Term sufficient levels of inventory, furniture, fixtures, and equipment (“FF&E”) to 
operate the Golf Course and related facilities located on the Premises as contemplated by this 
Lease. 
7.2.7
Golf Carts.  Tenant shall provide, through purchase or lease, a sufficient 
number of golf carts to meet the public demand therefor at the Premises. Tenant shall provide all 
maintenance, repair and service required by such golf carts, and shall replace them as reasonably 
required or appropriate.
7.2.8
Food and Beverage Service. Tenant shall operate a restaurant, bar, 
banquet facilities and related facilities serving food and beverages (including alcoholic beverages) 
on the Premises throughout the Term. Tenant shall acquire and maintain throughout the Term such 
furniture, equipment, personal property and inventory as is required to operate a restaurant, bar, 
banquet facilities and related facilities serving food and beverages. All food and beverages sold on 
the Premises shall be properly prepared and served in compliance with all applicable health and 
sanitary standards.  Tenant shall employ, train, and supervise experienced personnel with 
appropriate qualifications and knowledge to ensure compliance with all legal requirements for 
food and beverage service, including provision of spiritous liquors under the City’s Liquor 
License.

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7.2.9
Maintenance.  Tenant shall perform the maintenance of the Premises in 
accordance with the standards for maintenance as described on Exhibit E.
7.2.10 Tenant’s Obligation to Refrain from Discrimination.  Tenant shall not 
discriminate against any person or group of persons on account of race, creed, color, national 
origin, citizenship or immigration status, families with children, sex, marital status, sexual 
orientation, age, honorably discharged veteran or military status, or the presence of any sensory, 
mental, or physical disability or the use of a trained dog guide or service animal by a person with 
a disability. Neither Tenant itself, nor any person claiming under or through it, shall establish or 
permit any practice of discrimination in the hiring of staff, selection of vendors and contractors, or 
in the access to and use of the Course facilities or in the execution of any other activity as permitted 
through this Lease.
7.2.11 Signs.  Tenant shall not post signs of any kind, nature or size, other than 
customary signage for directional purposes, traffic control, parking, no littering, and any signs 
required by any applicable federal state or local laws or regulations, upon the Premises or 
improvements thereon without the prior written approval of the City Manager or his designee.
7.2.12 Utilities.  Upon commencement of the term of this Lease, Tenant shall be 
responsible for, and shall provide and pay for, all utilities serving the Premises, including but not 
limited to, water, gas, heat, light, power, telephone service, electricity, sewer and trash removal 
and other public utilities of every kind furnished to the Premises throughout the term hereof, and 
all other costs and expenses of every kind whatsoever of or in connection with the use, operation, 
and maintenance of the Premises and all activities conducted thereon, and City shall have no 
responsibility of any kind for any thereof. Tenant waives any and all claims against City for 
compensation for loss or damage caused by defect, deficiency or impairment of any utility system, 
including but not limited to, water or irrigation system, water supply system, drainage system, 
waste system, heating or gas system, electrical apparatus or wires, telephone service, light, power, 
sewer and trash removal serving the Premises. If any utility services are provided by or through 
Landlord, charges to Tenant shall be comparable with prevailing rates for comparable services.  If 
the charges are not separately metered or stated, Landlord shall apportion the charges on an 
equitable basis, and Tenant shall pay its apportioned share on demand.
7.2.13 Safety.  Tenant shall, as promptly as may be reasonably feasible, correct 
any unsafe condition of the Premises, as well as any unsafe practices occurring thereon. If Tenant 
is unable to promptly correct an unsafe condition, Tenant will take reasonable steps to warn the 
public and the City of the condition and block off the area until the condition is corrected or made 
safe. Tenant shall use reasonable efforts to obtain emergency medical care for any member of the 
public who is in need thereof because of illness or injury occurring on the Premises. Tenant shall 
cooperate fully with City in the investigation of any accidental injury or death occurring on the 
Premises, including a prompt written report regarding all major injuries or deaths and deliver such 
to the City Manager or his designee. Tenant shall promptly report, to the City Manager or his / her 
designee, any injury whether minor or major and any death occurring on the Premises. A major 
injury is one attended to with, or requiring the service of, emergency personnel.

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7.2.14 Meetings.  Representatives of Tenant and City shall meet according to a 
schedule to be determined by the two parties and at such other times as may be required by City 
to review Tenant's performance under this Lease and to discuss any problems or matters as 
determined by City.
7.2.15 Rates and Rate Structure, Rate Increases. Tenant agrees to maintain the 
current posted rates and rate structure for the Golf Course through June 30, 2024, with the 
exception of the current Loyalty Card program, which will be maintained through December 31, 
2023. On or before January 1, 2024, Tenant will propose a new rate category to replace the current 
Loyalty Card program for Landlord’s approval, which will not be unreasonably withheld. On or 
before July 1, 2024, Tenant will create a new rate structure for the Golf Course that will include a 
Resident category (or another comparable category). All golfing associations established before 
July 1, 2023, including the Ken McDonald Men’s, Women’s, and Senior Men’s Associations, will 
receive the Resident (or comparable category) rate for Association rounds. Future rate increases 
for the Resident category will be capped at Two ($2.00) Dollars per calendar year without City 
approval. Future rate increases for non-Resident categories will be based on factors, including the 
current Consumer Price Index, comparable market rates for other golf courses in the surrounding 
area, current demand at the golf course, and Tenant’s operating costs for the Golf Course. 
7.2.16 Abandonment of Premises.  Tenant shall not vacate or abandon the Premises 
at any time during the term hereof; if Tenant shall abandon, vacate or surrender the Premises, or 
be dispossessed by process of law, or otherwise, any personal property belonging to it and left on 
the Premises shall be deemed to be abandoned, at the option of City, except such property as may 
be encumbered to City.
7.2.17 Existing Discounts.  Tenant shall honor discounts for those Golf Course 
patrons who have purchased a Loyal-Tee Card prior to the Effective Date for the calendar year of 
2023.  Tenant shall also honor unexpired rain checks issued prior to the Effective Date.  
7.2.18 Licenses.  Tenant shall obtain and keep current all licenses and permits 
(excluding the Liquor License which will be held by the City) necessary to run an indoor and 
outdoor food service facility on the Leased Premises including, but not limited to, the requirements 
in law enforced by the Arizona Department of Liquor Licenses and controls.
7.2.19 Liquor License.  City owns and maintains a Series 5 Liquor License for the 
Premises.  Tenant is authorized to use the City’s government Liquor License in its operations of 
the Golf Course under this Lease.  Tenant shall supervise all aspects of the activities for which 
Tenant uses the City’s Liquor license as permitted herein.  Tenant recognizes and agrees that it 
cannot allow patrons to bring their own alcoholic beverages onto the Premises while City’s liquor 
license is used by Tenant.  The consumption of alcoholic beverages on the Premises must be in 
compliance with all the laws and regulations of the State of Arizona.  At all times while alcoholic 
beverages are being served on the Premises, Tenant will properly supervise the Premises and the 
use of alcohol thereon.  At all times during its use of City’s liquor license, Tenant shall provide 
personnel trained in serving alcoholic beverages in compliance with the liquor laws of the State of 
Arizona.  It shall be the responsibility of Tenant to ensure that all necessary paperwork is filed

Page 18 of 46
periodically to keep the Liquor License current, and the City shall not be responsible or liable in 
the event that the Liquor License lapses due to nonrenewal.  
ARTICLE 8
CITY IMPROVEMENTS; CONTEMPLATED CAPITAL IMPROVEMENTS; CAPITAL 
IMPROVEMENT FUND; ADDITIONAL IMPROVEMENTS AND ALTERATIONS
8.1
City Improvements.
The Parties acknowledge and agree that the City currently 
has four (4) improvement projects in various stages of progress on the Leased Premises that are 
unlikely to be completed before the Effective Date (the “City Improvements”).  Subject to 
appropriation of funds by the City Council, the City shall fund the City Improvements.  
Notwithstanding the City’s current intention to complete the City Improvements, the City is under 
no obligation under the terms of this Lease to complete the City Improvements and may choose to 
discontinue them in its sole discretion.  Upon taking occupancy of the Leased Premises, Tenant 
shall allow the City and its employees, agents, and/or contractors access to the Leased Premises 
for the purpose of completing the City Improvements.  City shall make reasonable efforts to 
perform the City Improvements in a manner that will not interfere with Tenant’s operation of the 
Golf Course, however Tenant agrees and accepts that its operations may be affected in certain 
instances.
8.1.1
Water Improvements.   As discussed in Article 3.2.2 above, the City 
maintains certain Water Infrastructure upon the Premises.  As depicted on Exhibit C, certain 
elements of the Water Infrastructure are already constructed, while certain elements are in the 
design phase or are contemplated for completion in the future, potentially during the Term of this 
Lease (the “Water Improvements”).  
8.2
Contemplated Capital Improvements.  The Parties agree that certain renovations to 
the Golf Course clubhouse (“Clubhouse Improvements”) and irrigation system (“Irrigation 
Improvements”) will be necessary during the course of this Lease (collectively, the “Contemplated 
Capital Improvements”).  The Parties further agree that they will each make contributions to the 
cost of the Contemplated Capital Improvements as provided in this Article.
8.2.1
Clubhouse Improvements.  Tenant shall contribute fifty percent (50%) of 
the total cost for the Clubhouse Improvements (“Tenant Clubhouse Contribution”).  Subject to 
City Council approval and appropriation, the City shall contribute the other fifty percent (50%) of 
the total cost of the Clubhouse Improvements, capped at a total of four million dollars ($4 million) 
(“City Clubhouse Contribution”).  
8.2.2
Irrigation Improvements.  Subject to City Council approval and 
appropriation, City shall contribute Three Million ($3 million) Dollars toward the total cost of the 
Irrigation Improvements (“City Irrigation Contribution”).  If the total cost of the Irrigation 
Improvements exceed Three Million ($3 million) Dollars, the City will pay such costs (hereinafter 
referred to as the “Excess Irrigation Improvement Costs”).  Tenant shall be responsible for 
repaying the City for the Excess Irrigation Improvement Costs
8.2.3
Relocation of the 18th Green; Costs of Relocation.

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8.2.3.1 Relocation of the 18th Green. As part of the improvements to the Golf 
Course, Tenant agrees to relocate the 18th green of the Golf Course (the “18th Green”) to a location 
that accommodates the construction/remodel of the Clubhouse, as outlined in approved plans and 
specifications (the “Plans”). In addition to accommodating the Clubhouse, the relocation shall be 
designed and constructed to improve the overall flow of the Golf Course, enhancing playability 
and the golfing experience. The relocated 18th green shall be completed in a style and quality 
consistent with or exceeding the standards of other similar golf courses in the area. All design, 
layout, and construction plans for the relocated 18th green shall be subject to Landlord’s prior 
written approval, which shall not be unreasonably withheld.
8.2.3.2 Costs of Relocation. Tenant shall bear full responsibility for all costs 
associated with the relocation of the 18th green, including, but not limited to, redesigning the hole, 
site preparation, landscaping, construction, installation of any necessary infrastructure (e.g., 
drainage), and any permitting or regulatory compliance fees. Tenant shall ensure the relocation 
and all associated improvements are completed with materials, workmanship, and design elements 
that reflect the quality of similar courses in the area, and that the relocation enhances the flow of 
the course, improving overall efficiency, playability, and the experience for golfers. 
8.2.3.3 Timeline for Completion. Tenant shall complete the relocation of the 18th 
green prior to the commencement of the construction of the Clubhouse unless an extension of time 
is agreed upon by Landlord in writing. Tenant shall notify Landlord in writing upon completion 
of the relocation of the 18th green, and Landlord shall have sixty (60) days from said notification 
to inspect the relocation and approve or request modifications, which approval shall not be 
unreasonably withheld. Tenant shall ensure that the relocated hole is fully operational, improves 
the flow of the course, and meets the required quality and style standards. 
8.2.3.4 Impact on Operations. To the extent possible, Tenant shall ensure the 
relocation of the 18th green does not interfere with the day-to-day operations of the Golf Course, 
including minimizing any disruption to golfers, and shall use commercially reasonable efforts to 
complete the relocation in a manner that causes the least inconvenience to the public and maintains 
the overall quality and experience of the Golf Course. 
8.2.3.5 Indemnification. Tenant agrees to indemnify, defend, and hold Landlord 
harmless from any and all claims, damages, costs, expenses, liabilities, or injuries arising out of or 
related to the relocation of the 18th Hole, including any accidents, damage to property, or injury 
to persons that occur during or as a result of the relocation process. 
8.2.6.6 Coordination with Landlord. Tenant shall coordinate with Landlord 
regarding the timeline and scope of work for the relocation of the 18th green and shall obtain 
Landlord’s prior written approval for any significant changes to the approved Plans or schedule. 
Tenant shall also provide Landlord with periodic updates regarding the progress of the relocation 
work and ensure that the relocated 18th green enhances the overall flow and experience of the 
course, as well as meeting the quality standards of similar golf courses in the region.

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8.2.7
Procurement.  The Parties agree that all necessary services for the 
Contemplated Capital Improvements will be procured by the City in accordance with the Tempe 
City Code procurement provisions, Title 34 of the Arizona Revised Statutes, and any other 
applicable laws and regulations.  The City will be the contracting party with any contractors 
procured to complete the Contemplated Capital Improvements.  While the City will be the 
contracting party, City agrees to consult with Tenant for input on the design and construction of 
the Clubhouse and Irrigation Improvements.  The Parties agree to work in good faith toward a 
mutually acceptable design for the Clubhouse and Irrigation Improvements that is within the 
projected budget.
8.2.8
Funding.  Subject to approval and appropriation by the City Council, the 
full value of the Clubhouse Improvements will be initially funded by the City.  Upon completion 
of the Clubhouse Improvements (as evidenced by an issued Certificate of Occupancy or similar 
evidence of substantial completion), Tenant shall commence periodic installment payments to City 
for the Tenant Clubhouse Contribution (“Installment Payments”).  The Installment Payments shall 
be calculated such that the total amount of the Tenant Clubhouse Contribution including interest 
calculated at the City’s borrowing rate shall be paid back in full to the City within twenty (20) 
years from the date Landlord first advances any portion of the Installment Payments.  Tenant may 
pay City the Tenant Irrigation Contribution, if any, in installments of a similar structure.  Should 
the Lease be terminated prior to the Expiration Date for any reason other than a breach or default 
by the City, the full remaining balance of the Tenant Clubhouse Contribution and Tenant Irrigation 
Contribution shall come due and must be paid within thirty (30) days of the termination date.  
Failure to make periodic payments due during the Term of this Lease shall constitute an Event of 
Default.  If the City finances any portion of the Clubhouse Improvements or the Irrigation 
Improvements with the proceeds of a tax-exempt obligation, the Parties shall enter into any 
amendment(s) to this Lease necessary to preserve the exclusion of the interest on such tax-exempt 
obligation from gross income for purposes of Federal or State of Arizona income taxes.  
8.2.9
Failure to Complete Contemplated Capital Improvements. The parties 
acknowledge that the timely completion of the Contemplated Capital Improvements is an essential 
condition of this Lease. In the event that the City has not started construction on the Contemplated 
Capital Improvements on or before July 1, 2028, Tenant shall have the right, by written notice to 
City given not later than August 31, 2028, to renegotiate the Base Rent and Revenue Sharing terms 
of this Lease and to terminate the Lease if such negotiation is not satisfactory to Tenant.
8.3
Parking Lot Improvements. 
8.3.1
Parking Lot Improvements. Landlord agrees to undertake and complete the 
necessary improvements to the existing parking lot at the Golf Course (the "Parking Lot 
Improvements") to provide additional parking spaces that are located closer to the remodeled 
clubhouse. The specific design, layout, configuration, and scope of the Parking Lot Improvements 
shall be developed by Landlord in the future (the “Future Plans”). Tenant shall have the 
opportunity to review and provide written comments on the Future Plans; however, Landlord shall 
retain sole and final decision-making authority regarding all aspects of the Parking Lot 
Improvements.

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8.3.2
Costs and Responsibility. Landlord shall be solely responsible for all costs 
associated with the Parking Lot Improvements, including but not limited to engineering and design 
services, construction costs, permitting fees, and any necessary infrastructure enhancements (such 
as lighting, signage, drainage, and resurfacing). Landlord shall ensure that the Parking Lot 
Improvements comply with all applicable zoning, building, and accessibility requirements. 
Landlord shall ensure that the Parking Lot Improvements provide reasonable parking capacity for 
the remodeled Clubhouse’s expected traffic volumes and the Golf Course’s overall usage, as 
determined by reasonable estimates based on industry standards. 
8.3.3
Completion of Parking Lot Improvements. Landlord shall complete the 
Parking Lot Improvements prior to or concurrently with the completion of the remodeled 
Clubhouse. Landlord shall coordinate with Tenant regarding the timeline and scope of work for 
the Parking Lot Improvements and ensure that the improvements are consistent with the overall 
design of the Golf Course enhancements, including the relocation of the 18th hole and the 
construction of the remodeled Clubhouse. Landlord shall provide Tenant with periodic updates on 
the progress of the Parking Lot Improvements and any potential impacts on Golf Course 
operations. 
8.3.4
Maintenance. Upon completion of the Parking Lot Improvements, Tenant 
shall be responsible for routine maintenance and cleaning of the Parking Lot, including but not 
limited to trash removal, sweeping, and general upkeep necessary to keep the Parking Lot in a 
clean, safe, and operable condition. 
8.4
Additional Improvements; Capital Improvement Fund.  Parties agree that 
successful management of the Premises requires improvements to the Premises over time to keep 
the Premises from becoming obsolete or out of date, in addition to the Contemplated Capital 
Improvements discussed in Article 8.1.  On the Effective Date Tenant shall, establish and maintain 
a separate, interest-bearing trust account (the “Capital Improvement Fund”) for the funding of 
capital acquisitions and improvements to the Premises.  Funding and use of the Capital 
Improvement Fund shall be subject to the following terms.
8.4.1 Contributions.  Tenant shall, each quarter, on or before the twentieth day 
following each date upon which Tenant furnishes to City the statement of Gross Revenues as 
required by Article 5.5, deposit into the Capital Improvement Fund an amount equal to at least five 
percent (5%) of the Gross Golf Revenues from the preceding calendar quarter. Tenant 
acknowledges the amount deposited by Tenant into the Capital Improvement Fund does not reduce 
the Gross Revenues for purposes of calculating the Percentage Rent paid to City.  Tenant also 
acknowledges that its obligation to make contributions to the Capital Improvement Fund is 
separate and distinct from its obligation to provide the Tenant Clubhouse Contribution, Tenant 
Irrigation Contribution, and Clubhouse Cost Overages, and further acknowledges that its payments 
for those separate obligations shall not be drawn from the Capital Improvement Fund. 
8.4.2
Interest.  All such funds are to be held by Tenant in trust for the benefit of 
the Premises. Interest earned on funds held in such account shall become part of the Capital 
Improvement Fund and all amounts remaining in the Capital Improvement Fund at the end of the

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Term or any earlier termination of this Lease shall be remitted to City unless an alternative 
management company or Premises owner is managing the Premises, in which case it shall remain 
in trust to be used for capital acquisitions or improvements on the Premises. City and Tenant will 
develop written procedures for approval and release of funds from the Capital Improvement Fund, 
including the accounting and auditing procedures with respect thereto.
8.4.3
Use.  Funds held in the Capital Improvement Fund shall be used exclusively 
for additional capital items or the repair and replacement of capital items which are needed to 
repair or replace, over time, capital items which are subject to wearing out after a useful life and 
which are included in, located on or used in connection with the Premises, and which if not 
replaced or repaired, could adversely affect Premises, including Gross Revenues and its 
reversionary interest upon the expiration or earlier termination of this Lease, and for the 
reimbursement of funds advanced for such purposes by Tenant in accordance with Article 8.2.5 
below. Funds held in the Capital Improvement Fund may be expended only in accordance with a 
Capital Improvement Plan approved by City in accordance with Article 8.2.4. As used in this 
Article 8.2, the term "capital items" does not include golf carts, golf course maintenance 
equipment, and other Personal Property used in the normal course of operating and maintaining 
the Premises, with the following specific exception. Beginning in the sixth year of the Lease, 
Tenant may charge a maximum of $50,000.00 per year in equipment to the Capital Improvement 
Fund so long as an individual piece of equipment purchased with Capital funds has a purchase 
price of at least $10,000 and the amount charged to the Capital Improvement Fund represents a 
maximum of fifty (50%) percent of the cost of an individual piece of equipment. The $50,000, or 
any portion thereof, allowed for equipment may be used only during the year in which it was 
deposited into the Capital Improvement Fund and shall not be rolled over into subsequent years. 
In the event that the $50,000, or any portion thereof, allowed for equipment is not used for 
equipment in any given year, said funds shall remain in the Capital Improvement Fund. Any 
equipment or items purchased with funds from the Capital Improvement Fund will become 
property of the Landlord at the end of the Lease term. 
8.4.4
Plan.
Not later than the first anniversary of the Effective Date following 
the creation of the Capital Improvement Fund and thereafter on every other anniversary of the 
Effective Date for the Term thereafter, Tenant shall submit to City a biannual plan for the use of 
the Capital Improvement Fund moneys in the subsequent two Lease Years (each, a “Capital 
Improvement Plan”). Each Capital Improvement Plan shall include the description of each 
proposed expenditure of Capital Improvement Fund monies, the purpose for each expenditure, and 
the proposed timeframe for such expenditure. This plan shall include a specific budget for each 
proposed expenditure and shall be updated when each proposed improvement project begins. City 
shall review each Capital Improvement Plan and shall not unreasonably withhold its consent 
thereto. The failure of City to respond within forty-five (45) days of delivery of any proposed 
Capital Improvement Plan shall be deemed to be the consent of City to such plan.  
8.4.5
Excess Expenditures.  If Tenant is proposing expenditures that exceed the 
Capital Improvement Fund, the Tenant may request to complete the project at Tenant’s own 
expense and to be reimbursed (with interest at the prime rate) from the Capital Improvements Fund

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for any expenditure incurred by Tenant prior to the accumulation of funds for such expenditures 
in the Capital Improvement Fund if, and to the extent, such expenditures otherwise meet the 
requirements of Article 8.2.3 and would have been appropriate to be approved for inclusion in the 
Capital Improvement Plan if there had been sufficient funds in the Capital Improvement Fund at 
the time such expenditures were made. City is not required to approve such requests by Tenant 
and approvals shall be at the sole discretion of the City.
8.5
Construction of Improvements.  Except as otherwise expressly provided in this 
Lease, Tenant shall not construct or install any Improvements nor make or permit any Alterations 
in, to or about the Premises or any Improvements, without City’s prior written consent in each 
instance, which City shall not unreasonably withhold or delay. Subject to City’s consent as 
provided above, any permitted Improvements or Alterations shall be done at Tenant’s sole expense 
(i) in strict accordance with plans and specifications approved in advance by City in writing, (ii) 
by Tenant or duly licensed contractors, (iii) in a good and professional manner, and (iv) in 
compliance with all Laws. Tenant acknowledges that the City’s role as landlord hereunder is 
separate and distinct from its role as the issuer of building permits, grading permits, etc., and that 
the terms and conditions of this Lease pertain to the review and reasonable approval by City of 
plans for Improvements and construction in its capacity as landlord hereunder.
ARTICLE 9
REPAIRS AND MAINTENANCE
9.1
Tenant’s Responsibility for Maintenance and Repair.  Tenant assumes full and sole 
responsibility for the condition, operation, repair and maintenance and management of the Leased 
Premises, the Golf Course, and any permitted Improvements or Alterations, including but not 
limited to the irrigation system, ponds/lakes, parking lot, building interiors, building 
improvements, perimeter fencing, trees, creek and ditch banks, golf courses, cart paths, and driving 
range, from and after the Effective Date.  In addition, if any portion of the Leased Premises, 
Licensed Property or any of City’s property located on or about the Leased Premises of Licensed 
Property is damaged by any of the activities conducted by Tenant or its Agents or Invitees 
hereunder, Tenant shall repair any and all such damage and restore the Leased Premises, Licensed 
Property or City’s property to its previous condition. Tenant shall also be responsible for 
maintaining all required golf course maintenance equipment that is subject to this Agreement and 
replacing or purchasing such equipment as reasonably necessary to maintain the Premises. Tenant 
acknowledges that acquiring necessary golf course maintenance equipment shall not be considered 
a capital improvement project under Article 8 of this Agreement and that this equipment shall be 
considered Personal Property under Article 3.4 of this Agreement.
9.2
Maintenance Standards.   Tenant shall perform the Maintenance of all facilities, 
equipment, and fixtures, the greens, tees, fairways, rough, and other turf areas comprising the 
Premises and the parking lot and landscaped medians in accordance with the standards for 
Maintenance described on Exhibit E.
ARTICLE 10
LIENS

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10.1
Liens.  Tenant shall keep the Premises and all of City’s property free from any liens 
arising out of any work performed, material furnished, or obligations incurred by or for Tenant. In 
the event Tenant does not, within five (5) days following the recordation of any such lien, cause 
the lien to be released of record by payment or posting of a proper bond, City shall have in addition 
to all other remedies provided herein and by Law or equity the right, but not the obligation, to 
cause the same to be released by such means as it shall deem proper, including, but not limited to, 
payment of the claim giving rise to such lien. All such sums paid by City and all expenditures it 
incurs in connection therewith (including, without limitation, reasonable attorneys’ fees) shall be 
payable to City by Tenant upon demand. City shall have the right at all times to post and keep 
posted on the Premises any notices permitted or required by Law or that City deems proper for its 
protection and protection of the Premises and City’s property, from mechanics’ and materialmen’s 
liens. Tenant shall give City at least fifteen (15) days’ prior written notice of the commencement 
of any repair or construction on any of the Premises. Notwithstanding the foregoing, Tenant shall 
have the right, upon posting of an adequate bond or other security acceptable to the City Manager, 
to contest any such lien, and in such case, City shall not seek to satisfy or discharge such lien 
unless Tenant has failed to do so within ten (10) days after final determination of the validity 
thereof. Tenant shall Indemnify City, the other Indemnified Parties and the Premises against any 
and all Losses arising out of any such contest.
ARTICLE 11
COMPLIANCE WITH LAWS
11.1
Compliance with Laws.  Tenant shall promptly, at its sole expense, maintain the 
Premises and Tenant’s use and operations thereon in compliance with all Laws.  Tenant 
acknowledges that operation of the irrigation system is subject to applicable state and local water 
regulations, including water conservation requirements. Tenant will comply with all applicable 
water conservation statutes, regulations, and ordinances.
11.2
Regulatory Approvals.  Tenant understands and agrees that Tenant’s use and 
operation of the Premises and construction of the Improvements and Alterations permitted 
hereunder may require authorizations, approvals or permits from governmental regulatory 
agencies with jurisdiction over the Premises. Tenant shall be responsible for obtaining any and all 
such regulatory approvals and City shall use its best efforts to cooperate with Tenant and expedite 
the processing of such regulatory approvals.
ARTICLE 12
FINANCING; ENCUMBRANCES; SUBORDINATION
12.1
Encumbrance of Landlord’s Fee Interest.  The following provisions shall apply 
notwithstanding anything to the contrary contained in this Lease.
12.1.2 Encumbrance by City.  To the extent permitted by applicable Law, City may 
at any time sell or otherwise transfer or encumber its fee estate in any portion of the Premises 
provided that (i) any such sale or Encumbrance shall be subject and subordinate to all of the terms 
of this Lease and the leasehold estate created hereby, (ii) the right of possession of Tenant to the 
Premises shall not be affected or disturbed by any such sale or Encumbrance, or by the exercise of

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any rights or remedies by any purchaser or Encumbrancer arising out of any instrument reflecting 
such sale or Encumbrance.
12.1.3 Encumbrance by Tenant.  Tenant shall not under any circumstances 
whatsoever Encumber in any manner the Landlord’s interest in the Leased Premises, the City 
Facilities, City’s estate in the Leased Premises or any adjoining property, City’s interest under this 
Lease, or any portion thereof.
12.2
Encumbrance of Tenant’s Leasehold Interest.  Tenant shall not Encumber in any 
manner its leasehold interest in the Premises without the City’s express, written consent.
ARTICLE 13
DAMAGE; DESTRUCTION 
13.1
Insured Damage or Destruction to the Premises or Improvements.  In the case of 
insured damage to or destruction of the Premises or Improvements by fire or any other casualty, 
Tenant shall, with reasonable promptness and diligence and as soon as reasonably possible, restore, 
repair, replace or rebuild the Premises as nearly as possible to the same condition, quality and class 
the Premises and Improvements were in immediately before such damage or destruction.
13.2
Uninsured or Underinsured Damage or Destruction.  In the case of uninsured 
damage to or destruction of the Premises or Improvements by fire or any other casualty, and 
available insurance proceeds are not sufficient to effect such repair, Tenant may elect by written 
notice to Landlord within 10 days after such determination to: (i) contribute the shortage in 
proceeds necessary to make such restoration and repair, in which case this Lease shall remain in 
full force and effect, or (ii) have this Lease terminate 30 days thereafter. In either case, Tenant 
shall contribute any available insurance proceeds, to the repair or reconstruction of the Premises. 
In the event Tenant elects to terminate this Lease under this provision, Landlord shall have the 
right within 30 days after receipt of the termination notice from Tenant to give written notice to 
Tenant of Landlord’s commitment to pay for the repair of such damage without reimbursement 
from Tenant. In such event, this Lease shall continue in full force and effect, and Tenant shall 
proceed to make such repairs at Landlord’s expense as soon as reasonably possible. If Landlord 
does not make the required commitment, this Lease shall terminate as of the date specified in the 
termination notice.
13.3
Abatement in Rent.
The Base Rent (but not Percentage Rent) payable hereunder 
during the period from the date of the casualty until completion of the restoration, repairs, 
replacement or rebuilding shall be abated; provided, however, any such abatement in rent shall be 
limited to the extent to which Tenant does not receive proceeds from business interruption 
insurance in respect of the occurrence that would otherwise entitle Tenant to abatement of rent.
ARTICLE 14
EMINENT DOMAIN
14.1
Effect of Total Condemnation.  In the event the entire demised premises shall be 
appropriated or taken under the power of eminent domain by any public or quasi-public authority,

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this lease shall terminate and expire as of the date of such taking, and Tenant shall thereupon be 
released from any liability thereafter accruing hereunder, including, but not limited to, any 
amounts owed by Tenant in connection with the Tenant Clubhouse Contribution and Tenant 
Irrigation Contribution, and Tenant shall receive all condemnation awards applicable to the 
improvements constructed and paid for by Tenant on the demised premises as set forth in 
subparagraph C below.
14.2
Effect of Partial Condemnation.  In the event a portion of the demised premises 
shall be so appropriated or taken and the remainder of the property shall not be suitable for the use 
then being made of the property by Tenant, or if the remainder of the property is not one undivided 
parcel of property, Tenant shall have the right to terminate this Lease as of the date of such taking 
on giving to City written notice of such termination within thirty (30) days after City has notified 
Tenant in writing that the property has been so appropriated or taken and Tenant shall receive all 
condemnation awards applicable to the improvements constructed and paid for by Tenant on the 
demised premises as set forth in subparagraph C below. 
In the event of such partial taking and Tenant does not so terminate this lease, then this 
lease shall continue in full force and effect as to the part not taken, and the rental to be paid by 
Tenant during the remainder of the term, shall be determined in the manner hereinabove provided 
for in such rental adjustment provisions, and any such determination shall not affect or change the 
times at which City may require an adjustment in rent under such provisions, provided, however, 
that the words "which in no event shall be less than the rental then being paid by Tenant" appearing 
in such rental adjustment provisions shall not apply with respect to such determination, but shall 
apply with respect to any subsequent adjustment under such rental provisions.
14.3
Condemnation Award.  In the event of the termination of this lease by reason of the 
total or partial taking of the premises by eminent domain, then in any such condemnation 
proceedings City and Tenant shall be free to make claim against the condemning or taking 
authority for the amount of any damage done to them, respectively, as a result thereof. 
In the event of a partial taking of the premises and this lease is not terminated, then Tenant 
shall have the right to make claim against the condemning or taking authority for only the un-
amortized cost of the improvements placed on the demised premises by Tenant and located thereon 
at the time of the taking or appropriation, which improvements shall be deemed to have been 
amortized in equal annual amounts over the period commencing with the date of completion of 
such improvements at an assumed interest sale equal to twelve percent (12%) per year.
ARTICLE 15
ASSIGNMENT AND SUBLETTING
15.1
Assignment.  Subject to Article 12.2 relating to Leasehold Encumbrances, Tenant 
may assign its interest in this Lease, sublet any portion of the Leased Premises (each, and 
"Assignment"), only with Landlord’s written consent, which shall not be unreasonably withheld. 
For purposes of this provision, the term "Assignment" shall include the transfer of any interest in 
the ownership of Tenant that results in a change of control of Tenant, provided however that a 
transfer of interest in the ownership of Tenant solely between or among the existing shareholders

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or their spouses, heirs or family members shall be deemed approved even if it may result in a 
change of control.  Tenant agrees that it shall not be unreasonable for Landlord to condition its 
approval, among other things, upon the proposed assignee or subtenant having a financial net 
worth, according to a current financial statement, which is reasonably acceptable to Landlord, and 
upon the proposed assignee having a reputation for, and qualifications and at least five (5) years 
of experience in operating and maintaining golf course properties comparable to the Leased 
Premises. Tenant shall promptly provide Landlord with any information reasonably requested by 
Landlord relating to the identity of any proposed assignee, the nature of such assignee’s business 
and the proposed assignee’s financial responsibility.
15.2
Notice of Property Transfer.  If Tenant desires to enter into an assignment or a 
sublease, then it shall give not less than 90 days written notice (a “Notice of Proposed Transfer”) 
to City of its intention to do so. The Notice of Proposed Transfer shall identify the Transferee and 
state the terms and conditions under which Tenant is willing to enter into such proposed 
Assignment or Sublease, including a copy of the proposed assignment or sublease agreement. 
Tenant shall provide City with financial statements for the proposed Transferee and such additional 
information regarding the proposed Transfer as City may reasonably request. In connection with 
any assignment, to be effective, the assignee shall be obligated to assume all of the obligations of 
Tenant hereunder accruing from and after the effective date of such assignment.
15.3
Licensed Property.  Notwithstanding the other provisions of this Article, no rights 
granted to the City via the license from SRP for the Licensed Property are assignable or 
transferable.
ARTICLE 16
DEFAULT; REMEDIES
16.1
Notice.  Except as to the provisions of Article 12 hereof, Tenant shall not be 
deemed to be in default hereunder unless City shall first give to Tenant thirty (30) days' written 
notice of such default, and Tenant fails to cure such default within that thirty (30) day period. 
Tenant shall be deemed to be in default upon failure to pay any rent or other charge within thirty 
(30) days after it is due.
16.2
Tenant’s Default. The occurrence of any one or more of the following events shall 
constitute a default and breach of this Lease by Tenant:
a.
Tenant’s abandonment or vacation of the Premises; or
b.
Tenant’s failure to pay any rent or charges required to be paid by Tenant under this 
Lease where such failure continues for thirty (30) days after such sum is past due; 
or
c.
Tenant's failure to promptly and fully keep and perform, or a violation by Tenant 
of, any of the covenants, conditions or agreements contained in this lease where 
such failure continues for thirty (30) days after written notice from City to Tenant; 
or

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d.
The levy of a writ of attachment or execution on this Lease or on any of Tenant’s 
property located on the Premises which is not released or terminated within thirty 
(30) days; or
e.
The making by Tenant of a general assignment for the benefit of creditors, or of an 
arrangement, composition, extension or adjustment with its creditors; or
f.
The filing by or against Tenant of a petition for relief or other proceeding under the 
federal bankruptcy laws or state or other insolvency laws; or
g.
The failure of Tenant to pay any other sum of money due hereunder within thirty 
(30) days after notice from City that the same is past due;
h.
Tenant’s failure to construct and maintain facilities as required herein where such 
failure continues for thirty (30) days after written notice from City to Tenant; or
i.
Tenant’s failure to maintain or provide records as required herein where such 
failure continues for thirty (30) days after written notice from City to Tenant; or
j.
Tenant’s failure to perform any material provision of this agreement where such 
failure continues for thirty (30) days after written notice from City to Tenant.
16.3
City’s Remedies.  In the event of Tenant's default hereunder, and in addition to any 
other rights or remedies City may have under this Lease or under law, City may elect:
a.
To immediately terminate this Lease and Tenant’s right to possession of the Leased 
Premises by giving written notice to Tenant and (1) to recover from Tenant an 
award of damages equal to the sum of the unpaid rental which had been earned at 
the time of termination, (2) to recover any other amount necessary to compensate 
City for all the detriment either proximately caused by Tenant's failure to perform 
Tenant's obligations under this Lease or which in the ordinary course of things 
would be likely to result therefrom, and (3) to recover all such other amounts in 
addition to or in lieu of the foregoing as may be permitted from time to time under 
applicable law; or
b.
To have this Lease continue in effect for so long as City does not terminate this 
Lease and Tenant's right to possession of the Leased Premises, in which event City 
shall have the right to enforce all of the rights and remedies provided by this Lease 
and by law including the right to recover the rental and other charges payable by 
Tenant under this Lease as they become due; or
c.
To have a receiver appointed to collect rent and conduct Tenant's business. Neither 
the filing of a petition for the appointment of a receiver nor the appointment itself 
shall constitute an election by City to terminate this Lease; or
d.
To exercise any or all of the remedies set forth in this Lease.
16.4
Re-Entry.  In the event of Tenant’s default under this lease, City, in addition to the 
other rights or remedies it may have, shall have the immediate right of re-entry and may remove

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all persons and property from the premises; such property may be removed and stored in a public 
warehouse or elsewhere at the cost of, and for the account of Tenant. Should City elect to re-enter, 
as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any 
notice provided for by law, City may either terminate this Lease or it may from time to time, 
without terminating this Lease, re-let the demised premises or any part thereof for such term or 
terms (which may be for a term extending beyond the term of this Lease) and at such rental or 
rentals and on such other terms and conditions as City in the sole discretion of City may deem 
advisable with the right to make alterations and repairs to the demised premises. On each such re-
letting (a) Tenant shall be immediately liable to pay to City, in addition to any indebtedness other 
than rent due hereunder, the expenses of such re-letting and of such alterations and repairs, incurred 
by City, and the amount, if any, by which the rent reserved in this Lease for the period of such re-
letting (up to but not beyond the term of this Lease) exceeds the amount agreed to be paid as rent 
for the demised premises for such period on such re-letting; or (b) at the option of City, rents 
received by such City from such re-letting shall be applied first, to the payment of any 
indebtedness, other than rent due hereunder from Tenant to City; second, to the payment of any 
expenses of such re-letting and of such alterations and repairs; third, to the payment of rent due 
and unpaid hereunder, and the residue, if any, shall be held by City and applied in payment of 
future rent as the same may become due and payable hereunder. If Tenant has been credited with 
any rent to be received by such re-Letting under option (a) hereof, an such rent shall not be 
promptly paid to City by the new tenant, or if such rentals received from such re-letting under 
option (b) hereof during any month is less than that to be paid during that month by Tenant 
hereunder, Tenant shall pay any such deficiency to City. Such deficiency shall be calculated and 
paid monthly. No such re-entry or taking possession of the demised premises by City shall be 
construed as an election on the part of City to terminate this Lease unless a written notice of such 
intention is given to Tenant or unless the termination thereof is decreed by a court of competent 
jurisdiction. Notwithstanding any such re-letting without termination, City may at any time 
thereafter elect to terminate this Lease. Should City at any time terminate this Lease for any breach, 
in addition to any other remedy it may have, City may recover from Tenant all damages incurred 
by reason of such breach, including the cost of recovering the Premises, and including the worth 
at the time of such termination of the excess, if any, of the amount of rent and charges equivalent 
to rent reserved in this lease for the remainder of the stated term over the then reasonable rental 
value of the Premises for the remainder of the stated term, all of which amounts shall be 
immediately due and payable from Tenant to City.
16.5
City's Right to Perform. In the event that Tenant by failing or neglecting to do or 
perform any act or thing herein provided by it to be done or performed, shall be in default hereunder 
and such failure shall continue for a period of thirty (30) days after written notice from City 
specifying the nature of the act or things to be done or performed, then City may, but shall not be 
required to, do or perform or cause to be done or performed such act or thing (entering on the 
demised premises for such purposes, if City shall so elect), and City shall not be or be held liable 
or in any way responsible for any loss, inconvenience, annoyance or damage resulting to Tenant 
on account thereof, and Tenant shall repay to City on demand the entire expense thereof, including 
compensation to the agents and employees of City. Any act or thing done by City pursuant to the 
provision of this Article shall not be or be construed as a waiver of any such default by Tenant, or

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as a waiver of any covenant, term or condition herein contained or the performance thereof, or of 
any other right or remedy of City, hereunder or otherwise. All amounts payable by Tenant to City 
under any of the provisions of this Lease, if not paid when the same becomes due as is in this Lease 
provided, shall bear interest from the date they become due until paid at the rate of eight percent 
(8%) per annum, compounded annually.
16.6
Partial Payment: Allocation of Payments.  No Tenant payment or receipt by City 
of a lesser amount than the rent and charges provided for in this Lease shall be deemed to be other 
than on account of the earliest due rent or charges. No endorsement or statement on any check or 
letter accompanying any check or payment shall be an accord and satisfaction, and City may accept 
any such check of payment without prejudice to City's right to recover the balance of the rent and 
charges due hereunder or pursue any other remedy provided in the lease or by law. City shall have 
the absolute right in its sole discretion to apply any Tenant payment received to any other Tenant 
account or payment obligations then delinquent.
16.7
City’s Default.  In the event City fails to perform any covenant, condition or 
agreement contained in this Lease within thirty (30) days after Tenant’s written notice specifying 
such default or, where City's default cannot reasonably be cured within thirty (30) days and City 
fails to commence to cure within that period, then City shall be liable to Tenant for any damages 
sustained by Tenant resulting from City's breach. Tenant shall not have the right to terminate this 
lease or to withhold, reduce or offset any amount against any payments of rents or charges due and 
payable under this Lease, except as may be specifically provided herein. Tenant shall not have, 
and hereby waives, any claim against City for money damages arising by reason of any refusal, 
withholding or delay by City in giving any consent, approval or statement of satisfaction. City will 
not unreasonably withhold any such consent, approval or statement of satisfaction. Tenant's only 
remedies for any such refusal, withholding or delay shall be an action for specific performance, 
injunction or declaratory judgment.
ARTICLE 17
WAIVER OF CLAIMS; INDEMNIFICATION
17.1
Waiver of Claims.  Tenant covenants and agrees that City shall not be responsible 
for or liable to Tenant for, and, to the fullest extent allowed by law, Tenant hereby waives all rights 
against City and releases City from, any and all losses, including, but not limited to incidental and 
consequential damages, relating to any injury, accident or death of any person or loss or damage 
to any property, in or about the Premises from any cause whatsoever except for (i) a breach of this 
Lease by City, (ii) the negligence or willful misconduct of City or its employees, Agents or 
contractors, or (iii) the presence of any Hazardous Materials or the failure of the Premises to 
comply with any Environmental Laws, in each case in respect of this clause (iii) as of the Effective 
Date (collectively “Exceptions”).
17.2
Tenant’s Indemnity.  Except for the Exceptions described in Article 17.1, Tenant, 
on behalf of itself and its successors and assigns, shall Indemnify City and the other Indemnified 
Parties from and against any and all claims for injuries or damages to persons and/or property 
incurred in connection with or arising directly or indirectly, whole or in part, out of (a) the use of

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the Premises; (b) a condition of the Premises arising after the Effective Date; (c) any construction 
or other work undertaken by Tenant; (d) any acts, omissions or negligence of Tenant, its Agents 
or Invitees; (e) any accident, injury to or death of a person, including Agents and Invitees of 
Tenant.
ARTICLE 18
INSURANCE
18.1
Insurance.  Tenant must obtain and maintain at its expense throughout the Term of 
the Lease, at a minimum, the types and amounts of insurance set forth in this Article from insurance 
companies authorized to do business in the State of Arizona.  For any insurance required under 
this Lease, except workers’ compensation and professional liability, Tenant shall name the City of 
Tempe, its agents, representatives, officials, volunteers, officers, elected officials, and employees 
as additional insured, as evidenced by providing either an additional insured endorsement or proper 
insurance policy excerpts.  Nothing in this Article limits Tenants responsibility to City.  The 
insurance requirements herein are minimum requirements for this Lease and in no way limit any 
indemnity obligations contained herein.  City does not warrant the minimum limits contained 
herein are sufficient to protect Tenant from liabilities that might arise out of the Lease.  Tenant is 
encouraged to purchase additional insurance as Tenant determines may be necessary.  Each 
insurance policy required under this Lease must be in effect prior to the Effective Date and remain 
in effect for the entire Term of the Lease.  Prior to the Effective Date, Contractor will provide the 
City with Certificates of Insurance signed by the issuer with applicable endorsements.  The City 
reserves the right to request additional copies of any or all of the policies, endorsements, or notices 
relating thereto required under the Lease.  No policy of insurance required under this Lease will 
expire, be cancelled, or be materially changes to affect the coverage available without advance 
written notice to City.  The policies must contain a waiver of subrogation against the City, its 
agents, representatives, officials, volunteers, officers, elected officials, and employees for any 
claims arising out of this Lease.
18.2
Types and Amounts of Insurance.  Tenant must obtain and retain throughout the 
Term, at a minimum, the following: 
18.2.1 Worker’s Compensation.  Worker’s compensation insurance in accordance 
with the provisions of Arizona law.  If Tenant operates with no employees, Tenant must provide 
City with written proof Tenant has no employees.  If employees are hired during the Term of the 
Lease, Tenant must procure worker’s compensation in accordance with Arizona law.
18.2.2 Commercial General Liability.  A minimum of $3 million per occurrence/$5 
million aggregate Commercial General Liability Insurance, including Contractual Liability.  For 
General Liability insurance, the City of Tempe, its agents, representatives, officials, volunteers, 
officers, elected officials, and employees shall be named as additional insured, as evidenced by 
providing an additional insured endorsement.
18.2.3 Automobile.  Automobile liability, bodily injury, and property damage with 
a limit of $1 million per occurrence including owned, hired, and non-owned automobiles.

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18.2.4 Professional Liability.  A minimum of $1 million per occurrence 
professional liability insurance.
18.2.5 Liquor Liability.  Liquor liability insurance, including dram shop coverage, 
must be carried in the minimum amount of $3 million.
18.2.6 Property, Natural Hazard, and Fire.  At a minimum, broad form property 
damage coverage with limits of $3 million.
18.2.7 Crime and Fidelity.  A minimum of $1 million per occurrence for financial 
losses relate to business-related crime including theft by employees, forgery, robbery and 
electronic crime.
ARTICLE 19
ACCESS BY CITY
19.1
Access to Premises by City.  City reserves for itself and its designated Agents, the 
right to enter the Premises and any portion thereof at all reasonable times for any of the following 
purposes:  (i)  To determine whether the Premises are in good condition and to inspect the Premises 
(including, without limitation, soil borings or other Hazardous Material Investigations); (ii) To 
determine whether Tenant is in compliance with its obligations hereunder and to cure or attempt 
to cure any such default in accordance with the provisions of Articles 16.4 and 16.5 hereof; (iii) 
To serve, post or keep posted any notices required or allowed under any of the provisions of this 
Lease; (iv) To do any maintenance or repairs to the Premises that City has the right or the 
obligation, if any, to perform hereunder; (v)  to show it to any prospective purchasers, brokers, 
Encumbrancers or public officials, or, during the last year of the Term of this Lease, exhibiting the 
Premises to prospective tenants, bidders, proposers, operators or other occupants, and to post any 
“for sale” or “for lease” signs in connection therewith; and (vi) to access the Water Infrastructure 
for purposes of operation, maintenance, and repair.  City shall use reasonable, good faith efforts to 
conduct any activities on the Premises allowed under this Article in a manner that, to the extent 
practicable, will minimize any disruption to Tenant’s use hereunder.
19.2
Water Infrastructure Operation, Maintenance, and Improvements.  City requires 
access to the Leased Premises for routine operations and maintenance of its Water Infrastructure.  
City may also require access to the Leased Premises for more substantial improvements to the 
Water Infrastructure from time to time, including the Water Improvements described in Article 
8.1.1.  Tenant agrees to provide reasonable access to the Leased Premises for such operations and 
maintenance, and to provide reasonable access in the form of licenses, temporary construction 
easements, or any other such instrument necessary to provide access for more substantial 
improvements to the Water Infrastructure, including the Water Improvements.  In the event that 
City’s operation, maintenance, or improvements to the Water Infrastructure cause damage to the 
Leased Premises, City shall make reasonable efforts to return the Leased Premises to its prior 
condition.

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ARTICLE 20
ESTOPPEL CERTIFICATES
20.1
Estoppel Certificates.  Either Party hereto shall, from time to time during the Term 
upon not less than twenty (20) days’ prior written notice from the other Party, execute, 
acknowledge and deliver to the other Party, or such persons or entities designated by such other 
Party, a statement in writing certifying: (a) the Effective Date and Expiration Date of this Lease, 
(b) that this Lease is unmodified and in full force and effect (or, if there have been modifications, 
that the Lease is in full force and effect as modified and stating the modifications), (c) that there 
are no defaults under this Lease (or if so, specifying the same), (d) the dates, if any, to which the 
Rent has been paid, and (e) any other information that may be reasonably required by any such 
persons or entities. Any such certificate delivered pursuant to the provisions hereof may be relied 
upon by the other Party or any prospective purchaser or Encumbrancer of its estate. The City 
Manager shall be authorized to execute, acknowledge and deliver any such certificate on behalf of 
City.
ARTICLE 21
SURRENDER OF THE PREMISES
21.1
Surrender of Premises.  Upon the Expiration Date or any earlier termination of this 
Lease pursuant hereto, Tenant shall surrender to City the Premises, in as good condition as it was 
on the Commencement Date (normal obsolescence, wear and tear excepted), free from debris and 
hazards, and free and clear of all liens, easements and other Encumbrances created or suffered by, 
through or under Tenant. On or before the Expiration Date or any earlier termination hereof, 
Tenant shall, at its sole cost, remove any and all of Tenant’s personal property from the Premises. 
In addition, Tenant shall, at its sole expense, repair any damage to the Premises resulting from the 
removal of any such items and restore the Premises to their condition immediately prior to the 
presence of any Improvements or Alterations, which are removed, normal obsolescence, wear and 
tear excepted. In connection therewith, Tenant shall obtain any and all necessary permits and 
approvals, including, without limitation, any environmental permits, and execute any manifests or 
other documents necessary to complete the demolition, removal or restoration work required 
hereunder. Tenant’s obligations under this Article shall survive the Expiration Date or other 
termination of this Lease. Any items of Tenant’s personal property remaining on or about the 
Premises after the Expiration Date of this Lease may, at City’s option, be deemed abandoned and 
in such case, City may dispose of such property.
ARTICLE 22
HAZARDOUS MATERIALS
22.1
No Hazardous Materials.  Tenant covenants and agrees that, except as provided 
below, neither Tenant nor any of its Agents shall cause any Hazardous Material to be brought 
upon, kept, used, stored, generated or disposed of in, on or about the Premises or any 
Improvements or transported to or from the Premises or any Improvements. Notwithstanding the 
foregoing, Tenant may keep, store and use such substances in and on the Premises and 
Improvements in such limited amounts as are customarily used for general office purposes (such

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as, but not limited to, copy toner and cleaning supplies), or for maintenance, repair and operation 
of golf carts and other equipment (such as, but not limited to, lubricants and fuels), so long as such 
storage and use is at all times in full compliance with all applicable Environmental Laws and 
further provided Tenant may store and use other Hazardous Materials customarily used in 
connection with the operation, car and maintenance of golf courses (such as, but not limited to, 
paints, pesticides, herbicides and fertilizers), so long as such storage and use is at all times in 
compliance with all applicable Environmental Laws. Tenant shall immediately notify City if and 
when Tenant learns or has reason to believe there has been any Release of Hazardous Material in, 
on or about the Premises or any Improvements. City may from time-to-time request Tenant to 
provide adequate information for City to determine that any Hazardous Material permitted 
hereunder is being handled in compliance with all applicable Environmental Laws, and Tenant 
shall promptly provide all such information. City and its Agents shall have the right to inspect the 
Premises for Hazardous Material and compliance with the provisions hereof at all reasonable times 
upon reasonable advance oral or written notice to Tenant (except in the event of an emergency).
22.2
Tenant’s Environmental Indemnity.  If Tenant breaches any of its obligations 
contained in Article 22.1 above, and such breach results in any Release of Hazardous Material in, 
on, under or about the Premises, without limiting Tenant’s general Indemnity contained in Article 
17.2 above, Tenant, on behalf of itself and its successors and assigns, shall Indemnify City and the 
Indemnified Parties, and each of them, from and against all Hazardous Materials Claims arising 
during or after the Term of this Lease and relating to such Release. The foregoing Indemnity 
includes, without limitation, all costs associated with the Investigation and Remediation of 
Hazardous Material and with the restoration of the Premises or any other City property to its prior 
condition including, without limitation, fines and penalties imposed by regulatory agencies, natural 
resource damages and losses, and revegetation of the Premises or other City property.
22.3
Landlord’s Environmental Indemnity.  Landlord agrees to the extent permitted by 
applicable law to indemnify and hold harmless Tenant from and against any and all and losses, 
liabilities and claims arising out of the presence, use, generation, storage, release, or disposal of 
Hazardous Materials occurring prior to the Effective Date or by Landlord, its agents or contractors 
whether before or after the Effective Date. In no event shall Tenant be liable or responsible for any 
Hazardous Materials existing at the Premises prior to the Effective Date.
ARTICLE 23
REQUIREMENTS FOR LICENSED PROPERTY
23.1
Ownership.  The Licensed Property is part of the Golf Course but is not owned by 
City and is not included within the Leased Premises.  The City’s use of the Licensed Property is 
subject to the License Agreement with SRP included as part of Exhibit B to this Lease.  
23.2
Tenant’s Management of the Licensed Property.  Notwithstanding the ownership 
status of the Licensed Property, Tenant agrees to manage the Licensed Property as part of the Golf 
Course.  In doing so, Tenant agrees to abide by all terms of the License Agreement.
23.3
Term of License Agreement. Tenant expressly acknowledges that the term of the 
License Agreement does not coincide with the Term of this Lease.  Landlord shall make good faith

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efforts to renew the License Agreement or obtain equivalent or greater rights for use of the 
Licensed Property throughout the Term of this Lease.
ARTICLE 24
GENERAL PROVISIONS
24.1
Notices.  Any notice, demand, request, consent, approval or communication that 
either party desires or is required to give to the other party or any other person shall be in writing 
and either served personally or sent by prepaid, certified mail. Any notice, demand, request, 
consent, approval, or communication that either party desires or is required to give to the other 
party shall be addressed to the party for whom intended as follows: 
THE CITY: 
City of Tempe
City Manager’s Office
31 East 5th Street
Tempe, AZ 85281
With a copy to:
Tempe City Attorney
21 East 6th Street
Suite 201
Tempe, AZ 85281
TENANT: 
Michael Sharp, CEO
Courseco, Inc.
5341 Old Redwood Highway, Suite 202 
Petaluma, CA 94954-1173
With a copy to:
Clement, Fitzpatrick & Kenworthy
Attn: Randy Kenworthy
3333 Mendocino Ave, Suite 200
Santa Rosa, Ca 95403 
Either party may change its address by notifying the other party of the change of address. 
Notice shall be effective when received. Notice shall be deemed received within seventy-two (72) 
hours from the time of mailing if mailed as provided in this Article.
24.2
Timely Implementation.  The parties hereto agree to immediately and diligently 
proceed with their respective duties as set forth herein to the end that the Golf Course will be 
managed and operated in a satisfactory manner.

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24.3
Amendments. This Lease nor any term or provisions hereof may be neither 
changed, waived, discharged, terminated nor amended, except by a written instrument signed by 
the Parties hereto.
24.4
Authority. If Tenant signs as a corporation, a partnership or a limited liability 
company, each of the persons executing this Lease on behalf of Tenant does hereby covenant and 
warrant that Tenant is a duly authorized and existing entity, that Tenant has and is qualified to do 
business in Arizona, that Tenant has full right and authority to enter into this Lease, and that each 
and all of the persons signing on behalf of Tenant are authorized to do so. Upon City’s request, 
Tenant shall provide City with evidence reasonably satisfactory to City confirming the foregoing 
representations and warranties.
24.5
Interpretation of Lease. The captions preceding the articles and Articles of this 
Lease and in the table of contents have been inserted for convenience of reference only and such 
captions shall in no way define or limit the scope or intent of any provision of this Lease. This 
Lease has been negotiated at arm’s length and between people sophisticated and knowledgeable 
in the matters dealt with herein and shall be interpreted to achieve the intents and purposes of the 
Parties, without any presumption against the Party responsible for drafting any part of this Lease. 
Provisions in this Lease relating to number of days shall be calendar days, unless otherwise 
specified, provided that if the last day of any period to give notice, reply to a notice or to undertake 
any other action occurs on a Saturday, Sunday or a bank or City holiday, then the last day for 
undertaking the action or giving or replying to the notice shall be the next succeeding business 
day. Use of the word “including” or similar words shall not be construed to limit any general term, 
statement or other matter in this Lease, whether or not language of non-limitation, such as “without 
limitation” or similar words, are used.
24.6
Successors and Assigns. Subject to the provisions of Article 12 and Article 15 
hereof relating to Leasehold Encumbrances and Assignment and Subletting, the terms, covenants 
and conditions contained in this Lease shall bind and inure to the benefit of City and Tenant and, 
except as otherwise provided herein, their personal representatives and successors and assigns; 
provided, however, that upon any sale, assignment or transfer by City named herein (or by any 
subsequent landlord) of its interest in the Premises as owner or lessee, including any transfer by 
operation of Law, City (or any subsequent landlord) shall be relieved from all subsequent 
obligations and liabilities arising under this Lease subsequent to such sale, assignment or transfer.
24.7
Brokers. Neither Party has had any contact or dealings regarding the leasing of the 
Premises, or any communication in connection therewith, through any licensed real estate broker 
or other person who could claim a right to a commission or finder’s fee in connection with the 
lease contemplated herein except as identified in the Basic Lease Information, whose commission, 
if any is due, shall be paid pursuant to a separate written agreement between such broker and the 
Party through which such broker contracted. In the event that any other broker or finder perfects a 
claim for a commission or finder’s fee based upon any such contact, dealings or communication, 
the Party through whom the broker or finder makes a claim shall be responsible for such 
commission or fee and shall Indemnify the other Party from any and all Losses incurred by the

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indemnified Party in defending against the same. The provisions of this Article shall survive any 
termination of this Lease.
24.8
Severability. If any provision of this Lease or the application thereof to any person, 
entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, 
or the application of such provision to persons, entities or circumstances other than those as to 
which it is invalid or unenforceable, shall not be affected thereby, and each other provision of this 
Lease shall be valid and be enforceable to the fullest extent permitted by Law.
24.9
Governing Law. This Lease shall be construed and enforced in accordance with the 
Laws of the State of Arizona.  Venue for any action shall be in the County of Maricopa.
24.10 Entire Agreement. This instrument (including the exhibits hereto, which are made 
a part of this Lease) contains the entire agreement between the Parties and supersedes all prior 
written or oral negotiations, discussions, understandings and agreements. The Parties further 
intend that this Lease shall constitute the complete and exclusive statement of its terms and that no 
extrinsic evidence whatsoever (including prior drafts of this Lease and any changes therefrom) 
may be introduced in any judicial, administrative or other legal proceeding involving this Lease. 
Tenant hereby acknowledges that neither City nor City’s Agents have made any representations 
or warranties with respect to the Premises or this Lease except as expressly set forth herein, and 
no rights, easements or licenses are or shall be acquired by Tenant by implication or otherwise 
unless expressly set forth herein.
24.11 Attorneys’ Fees and Costs. If any action is commenced that arises out of or related 
to this Lease, the prevailing party shall be entitled to recover from the other party such sums as the 
court may judge to be reasonable attorneys’ fees, expert fees, and expenditures in the action, in 
addition to costs and expenditures otherwise allowed by law. In any matter arising out of or relating 
to the bankruptcy of Tenant, Tenant agrees to pay all of Landlord’s costs and expenditures, 
including attorneys’ fees and expert fees, which may be incurred in enforcing or protecting 
Landlord’s rights or interests.
24.12 Cumulative Remedies. All rights and remedies of either party hereto set forth in 
this Lease shall be cumulative, except as may otherwise be provided herein.
24.13 Transition Procedures. Upon the expiration of the Term or earlier termination of 
this Lease, for whatever reason, Tenant and City shall do the following (and the provisions of this 
Article 24.13 shall survive the expiration or termination of this Lease until they have been fully 
performed) and, in general, shall cooperate in good faith to effect an orderly transition of the 
management of the Premises.
24.13.1 Transfer of Licenses. Upon the expiration or earlier termination of the 
Lease, Tenant shall use its best efforts (i) to transfer to City or City’s nominee all licenses, 
operating permits and other governmental authorizations and all contracts which City elects to 
assume, including contracts with governmental or quasi-governmental entities and management 
contracts, that may be necessary for the operation of the Premises and completion of any repairs, 
maintenance, Improvements or Alterations (collectively, “Licenses”), or (ii) if such transfer is

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prohibited by law or City otherwise elects, to cooperate with City or City’s nominee in connection 
with the processing by City or City’s nominee of any applications for all Licenses; provided, in 
either case, that the costs and expenditures of any such transfer or the processing of any such 
application shall be paid by City or City’s nominee.
24.13.2 Leases and Concessions. Tenant shall assign to City or City’s nominee 
simultaneously with the termination of this Lease, and the assignee shall assume all leases, 
subleases, and concession agreements in effect with respect to the Premises then in Tenant’s 
possession, which City or City’s nominee elects to assume. Tenant shall negotiate in good faith 
with City or City’s nominee for the sale of all or any portion of Tenant’s personal property that 
City or City’s nominee elects to purchase.
24.14 Survival of Indemnities. Termination of this Lease shall not affect the right of either 
Party to enforce any and all indemnities and representations and warranties given or made to the 
other Party under this Lease, nor shall it affect any provision of this Lease that expressly states it 
shall survive termination hereof. Tenant specifically acknowledges and agrees that, with respect 
to each of the indemnities contained in this Lease, Tenant has an immediate and independent 
obligation to defend City and the other Indemnified Parties from any claim which actually or 
potentially falls within the indemnity provision even if such allegation is or may be groundless, 
fraudulent or false, which obligation arises at the time such claim is tendered to Tenant by City 
and continues at all times thereafter.
24.15 Relationship of Parties. City is not, and none of the provisions in this Lease shall 
be deemed to render City, a partner in Tenant’s business, or joint venture or member in any joint 
enterprise with Tenant. Neither Party shall act as the agent of the other Party in any respect 
hereunder, nor shall either Party have any authority to commit or bind the other Party without such 
party’s consent as provided herein. This Lease is not intended nor shall it be construed to create 
any third-party beneficiary rights in any third party, unless otherwise expressly provided. The 
granting of this Lease by City does not constitute authorization or approval by City of any activity 
conducted by Tenant on, in or relating to the Premises. Tenant, its employees, assignees, 
subcontractors, or agents shall at no time be deemed employees of City.
24.16 Transfer by City. If City sells or otherwise transfers the Premises, City shall be 
released from its obligations hereunder arising on or after the date of such sale or transfer and 
Tenant shall look solely to the successor-in-interest to City, provided however, that the City shall 
have transferred the Premises subject to the Lease, assigned the lease to such successor in interest 
and required such assignee and successor to assume all of City’s obligations, conditions and duties 
owing to Tenant under the Lease. Upon a sale of the Premises by City, Tenant shall attorn to the 
purchaser or transferee, such attornment to be effective and self-operative without the execution 
of any further instruments on the part of the Parties to this Lease. This Lease shall not be deemed 
to constitute any commitment by City or create any priority or right in favor of Tenant with regard 
to any future sale or other disposition of the Premises, or any portion thereof.
24.17 Non-Liability of City Officials, Employees and Agents. No elective or appointive 
board, commission, member, officer, employee or other Agent of City shall be personally liable to

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Tenant, its successors and assigns, in the event of any default or breach by City or for any amount 
that may become due to Tenant, its successors and assigns, or for any obligation of City under this 
Agreement.
24.18 Consents, Approvals, Elections and Options. Any consent or approval required by 
the City, or any election or option exercisable by the City, must be given or exercised by the City 
Manager of the City.
24.19 Counterparts. This Lease may be executed in two or more counterparts, each of 
which shall be deemed an original, but all of which taken together shall constitute the same 
instrument.
24.20 Voluntary Agreement; Authority to Execute. City and Tenant each represent that 
they have read this Lease in full and understand and voluntarily agree to all provisions herein. The 
Parties further declare that prior to signing this Lease they each had the opportunity to apprise 
themselves of relevant data, through sources of their own selection, including consultation with 
legal counsel of their choosing if desired, in deciding whether to execute this Lease. The 
signatories to this Lease represent that they have the proper authority to execute this Lease on 
behalf of the respective Party.
24.21 Force Majeure.  Neither Party shall be liable to the other nor deemed in default 
under this Lease in the event that and to the extent that such Party’s performance of the Lease is 
prevented or delayed by reason of Force Majeure.  If Tenant is unable to perform under this Lease 
because of Force Majeure, Tenant's performance shall be extended for a period of time equal to 
the duration of the Force Majeure, provided Tenant first gives Notice to the City (i) that the Force 
Majeure is the direct and sole cause of Tenant's inability to perform and written evidence 
supporting that assertion and (ii) the date the Force Majeure first prevented Tenant from 
performing under this Lease. Tenant may not assert Force Majeure as an excuse not to perform 
under this Lease more than ten (10) days after the Force Majeure first occurred. If a Force Majeure 
continues for sixty (60) consecutive days, then this Lease shall terminate on the 61st day, unless 
the City, in its sole discretion, extends the period of time to perform. The City may extend the time 
from time to time and for whatever period of time the City deems appropriate. 
24.22 Conflict of Interest.  To the extent applicable by provision of law, the Tenant 
acknowledges that this Lease is subject to cancellation pursuant to Section 38-511, Arizona 
Revised Statutes, as amended, the provisions of which are incorporated herein and which provides 
that the City may within three (3) years after its execution cancel any contract (including this 
Lease) without penalty or further obligation made by the City if any person significantly involved 
in initiating, negotiating, securing, drafting or creating the contract on behalf of the City is at any 
time while the contract or any extension of the contract is in effect, an employee or agent of any 
other party to the contract in any capacity or a consultant to any other party to the contract with 
respect to the subject matter of the contract.
24.23 E-Verify Compliance.  To the extent applicable under Section 41-4401, Arizona 
Revised Statutes, as amended, the Tenant shall comply with all federal immigration laws and 
regulations that relate to its employees and its compliance with the “e verify” requirements under

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Section 23-214(A), Arizona Revised Statutes, as amended.  The breach by the Tenant of the 
foregoing shall be deemed a material breach of this Lease and may result in the termination of the 
services of the Tenant by the City.  The City retains the legal right, with reasonable prior notice, 
to randomly inspect the papers and records of the Tenant to ensure that the Tenant is complying 
with the foregoing.  Tenant shall keep such papers and records open for random inspection during 
normal business hours by the City.  The Tenant shall cooperate with the random inspections by 
the City including granting the City entry rights onto its property to perform such random 
inspections and waiving its respective rights to keep such papers and records confidential, to the 
extent permitted by law.
24.24 No Boycott of Israel.  To the extent applicable under Section 35-393, et seq., 
Arizona Revised Statutes, the Tenant hereby certifies it is not currently engaged in, and for the 
duration of this Lease shall not engage in, a boycott of Israel.  The term “boycott” has the meaning 
set forth in Section 35-393, Arizona Revised Statutes.  If the City determines that the Tenant’s 
certification above is false or that it has breached such agreement, the City may impose remedies 
as provided by law.
24.25 Use of Labor of Ethnic Uyghurs Prohibited.  To the extent applicable under Section 
35-394, Arizona Revised Statutes, the Tenant hereby certifies it does not currently, and for the 
duration of this Lease shall not use: (i) the forced labor of ethnic Uyghurs in the People’s Republic 
of China, (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s 
Republic of China, and (iii) any contractors, subcontractors or suppliers that use the forced labor 
or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic 
of China.  The foregoing certification is made to the best knowledge of the Tenant without any 
current independent investigation or without any future independent investigation for the duration 
of this Lease.  If the Tenant becomes aware during the duration of this Lease that it is not in 
compliance with such certification, the Tenant shall take such actions as provided by law, 
including providing the required notice to the City.  If the City determines that the Tenant is not in 
compliance with the foregoing certification and has not taken remedial action, the City shall 
terminate this Lease.
24.26 Authority of City Manager to Execute Amendments and Related Documents. The 
City hereby authorizes the City Manager, or the City Manager’s designee, to execute on behalf of 
the City any and all amendments, modifications, extensions, renewals, waivers, notices, and other 
documents that are necessary or incidental to the administration and implementation of this 
Agreement, provided that such actions do not materially alter the scope of services, increase the 
total compensation or obligations of the City beyond amounts previously approved by the City 
Council, or otherwise require additional approval under applicable law. Notwithstanding the 
foregoing, the City Manager retains the sole discretion to present any proposed amendment, 
modification, or related action to the City Council for review and approval, whether or not such 
action would otherwise fall within the authority granted under this Section.
[Signatures on the following page.]

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IN WITNESS WHEREOF, the Parties have executed this Amended and Restated Lease 
Agreement through their representatives duly authorized to execute this document and bind their 
respective entities to the terms and obligations herein contained on the date and year first written 
above.
LANDLORD
CITY 
OF 
TEMPE, 
an 
Arizona 
municipal 
corporation
___________________________________
Corey D. Woods, Mayor
ATTEST:
_______________________________
Kara A. DeArrastia, City Clerk      
APPROVED AS TO FORM:
_______________________________
Eric. C. Anderson, City Attorney
TENANT
Tempe Golf, LLC, a California corporation
By: ________________________________
Name: _____________________________
Its: ________________________________

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EXHIBIT A- DESCRIPTION OF PREMISES
Legal Description of Property
That real property consisting of approximately 149.7 acres located at 600 and 800 East Divot 
Drive, Tempe, Maricopa County, Arizona, and generally known as the Ken McDonald Golf 
Course. Promptly after execution of this Lease Agreement, Tenant shall obtain a survey of such 
real property and, upon receipt thereof, deliver same to Landlord. The Parties shall reasonably 
agree upon the legal description of said real property, and once the legal description of said real 
property is agreed upon by Landlord and Tenant, such legal description shall be deemed 
automatically substituted into this Exhibit A and shall thereafter constitute this Exhibit A; 
provided, however, upon the request of either Landlord or Tenant, the Parties shall enter into a 
recordable amendment to this Lease Agreement deleting this current Exhibit A and substituting in 
its place the mutually approved legal description of the property, which recordable amendment 
shall be recorded by the Parties.

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EXHIBIT B- LICENSED PROPERTY

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EXHIBIT C- WATER INFRASTRUCTURE

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EXHIBIT D- EXCLUDED EQUIPMENT

Golf Carts (including beverage carts)

Golf Maintenance Equipment

Golf Maintenance Tools

Information Technology Equipment

Equipment owned by Gemini Golf, LLC

Inventory owned by Gemini Golf, LLC

Fuel Tanks

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EXHIBIT E- MAINTENANCE STANDARDS
The Parties will jointly agree upon reasonable maintenance standards for the Golf 
Course as soon as practically possible, but, in no event, no later than June 1, 2023. 
Once the Parties have agreed upon the maintenance standards, they will be deemed 
automatically substituted in this Exhibit E and shall thereafter be this Exhibit E. The 
Parties may amend this Exhibit E from time to time to ensure that the Golf Course 
provides a superior golf experience.