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R-95-10-24-11E - 10/24/1995 RESOLUTION NO. R-95-10-24-11E WHEREAS, the City of Round Rock ("City") is the owner of an 18-hole golf course facility known as the Forest Creek Golf Course, and WHEREAS, the City and CCA S I LBAND/GOLFCORP/ROUND ROCK, INC. ("Golfcorp") previously entered into a Management Agreement dated December 1, 1989, providing for the management and operation by Golfcorp of the Forest Creek Golf Course, and WHEREAS, THE City and Golf are desirous of entering into an Amended and Restated Management Agreement which provides for the continuing management and operation of the Forest Creek Golf Course by Golfcorp, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Amended And Restated Management Agreement, a copy of such Agreement being attached hereto as Exhibit A. RESOLVED this 24 day of October, 1995 . CHARLES CULP M ER, Mayor City of Round Rock, Texas ATTEST: 00010M,U'��114'�L 01ANNE LAND, City Secretary C:\WPDOCS\RESOLUTI\RS51024E.WPD/kg DATE: October 20, 1995 SUBJECT: City Council Meeting, October 24, 1995 ITEM: 11. E. Consider a resolution renewing the management agreement for the Forest Creek Golf Course. STAFF RESOURCE PERSON: David Kautz STAFF RECOMMENDATION: The current management agreement for Forest Creek Golf Course expires on October 19 of this year. Golf Corp, the current operator, has offered the attached proposal to the City which covers the next five-year term. The proposed agreement, developed under the guidelines of the federal tax code, outlines the operator's responsibilities, specifies a management fee schedule and provides for the payment of accrued but unpaid fees carrying forward from the previous agreement. A summary of the agreement is included with the agreement. AMENDED AND RESTATED MANAGEMENT AGREEMENT BY AND BETWEEN THE CITY OF ROUND ROCK, TEXAS ("Owner") AND CCA SILBAND/GOLFCORP/ROUND ROCK, INC. ("Operator") October 24, 1995 C:\WP S\CITY\GOLFCOUR\ORIGAGMT.WPD/sls AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") dated the 24th day of October, 1995, by and between the CITY OF ROUND ROCK, TEXAS, a home rule city (hereinafter referred to as "Owner"), and CCA SILBAND/GOLFCORP/ROUND ROCK, INC., a Texas corporation (hereinafter referred to as "Operator"), is as follows: RECITALS WHEREAS, Owner is the owner of the Real Property, as hereinafter defined, upon which there is an 18-hole golf course facility with improvements, known as "Forest Creek Golf Course," together with all furniture, fixtures, and equipment required to be located thereon for the purpose of operating said 18-hole golf course and related amenities; and WHEREAS, Operator and Owner previously entered into a Management Agreement dated December 1, 1989 (the "Prior Management Agreement"), providing for the management and operation by Operator of the Forest Creek Golf Course and both Owner and Operator are desirous of entering into this Agreement which agreement will amend and supersede the Prior Management Agreement in its entirety; NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, Owner and Operator agree as follows: ARTICLE 1. PRIOR MANAGEMENT AGREEMENT TERMINATED AND RELEASE OF LIMITED GUARANTY AGREEMENT 1.1. Prior Management Agreement Status. The Owner and Operator agree that the Prior Management Agreement is terminated and of no further force or effect. Owner and Operator both hereby mutually release and discharge the other party from any and all liabilities and obligations of any nature whatsoever, whether known or unknown, arising directly or indirectly, out of or in connection with the Prior Management Agreement save and except for the obligation of Owner to pay to Operator, Prior Management Fees in accordance with the provisions of Article 5 hereof which both Owner and Operator agree and confirm is a continuing obligation of Owner and such obligation shall not be released or terminated except by payment by Owner to Operator of Prior Management Fees, plus all interest accrued on the Prior Management Fees in accordance with the provisions of this Agreement. 1 1.2. Release of Limited Guaranty Agreement. For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by Owner, including, but not limited to, the execution of this Agreement by Operator, Owner acknowledges and agrees that CCA Silband/GolfCorp is fully released and discharged from any and all obligations and liabilities arising directly or indirectly from or in connection with that certain Limited Guaranty Agreement dated October 19, 1992, executed by CCA Silband/GolfCorp in favor of Owner as "Lessee." ARTICLE 2 DEFINITIONS For the purposes of this Agreement, the following terms shall have the meanings indicated: 2.1. Annual Capital Budget. The term "Annual Capital Budget" shall have the meaning set forth in Section 7.5. 2.2. Annual Operations Budget. The term "Annual Operations Budget" shall have the meaning set forth in Section 7.4. 2.3. Base Management Fee. The term "Base Management Fee" shall have the meaning as defined in Section 5.1.1 . 2.4. Base Year Consumer Price Index. The term `Base Year Consumer Price Index" shall mean the Consumer Price Index for the month of June, 1995. 2.5. Capital Reserve. The term "Capital Reserve" shall mean those amounts at any given time funded into an account in Owner's name for (i) capital replacements and improvements within and to the Forest Creek Golf Course, (ii) funding of the payment by Operator of the payments required to be made by Operator to Owner in accordance with the provisions of Section 5.3 in the amount of the Monthly Debt Payments, or (iii) payment of amounts due Operator under Section 5.2. At the conclusion of each Fiscal month, Operator shall credit to the Capital Reserve account established an amount equal to four percent (4%) of the Green Fees for the preceding Fiscal Month. 1995. 2.6. Commencement Date. The term "Commencement Date" shall mean May 1, 2.7. Consumer Price Index. The term "Consumer Price Index" shall mean the Consumer Price Index for All Urban Consumers, All Items (1982-84=100), from time to time published by the Bureau of Labor Statistics, United States Department of Labor for Austin, Texas, of if none is published for such city, then the metropolitan area closest to Austin, Texas, for which the Bureau of Labor Statistics does publish such information. In the event that the Consumer Price Index shall be discontinued, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price Index, together with information 2 which will make possible the conversion of the new index. If for any reason the Bureau of Labor Statistics does not furnish such index and information, the parties hereto shall thereafter accept and use such other index or comparable statistics regarding he cost of living for Austin, Texas, or the closest metropolitan area for which the Bureau of Labor Statistics does publish such information, as the base may be, which shall be computed and published by an agency of the United States or by a financial periodical or recognized authority then to be selected by the parties. 2.8. Current Management Fees. The term "Current Management Fees" shall have the meaning as defined in Section 5.1 hereof. hereof.2.9. Default. The term "Default" shall have the meaning as defined in Article 18 2.10. Easements and Rights. The term "Easements and Rights" shall mean all rights of access, easements, rights-of-way, and any other property rights which allow Owner, its agents or assigns, Operator and/or any other party, the right to use, gain access to, or otherwise benefit the Real Property, including, but not limited to, the right to use all adjacent roads, streets, gates, utility lines and water rights owned by Owner and required for the operation of the Property. 2.11. Financial Statements. The term "Financial Statements" shall mean a balance sheet of the Property as of the close of a fiscal period and statements of Gross Receipts and Expenses for that portion of the Fiscal Year then ended, applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the financial position or results of operations of any change during the period. 2.12. Fiscal Month. The term "Fiscal Month" shall mean a consecutive 28-day period, or a portion thereof, during a Fiscal Year, commencing on the first day following the termination of the prior Fiscal Month. The first Fiscal Month of each Fiscal Year shall commence on the first day of each Fiscal Year; provided, however, that for purposes hereof, the first Fiscal Month may be short Fiscal Month commencing on the first day of the first Fiscal Month beginning on or after the Commencement Date and ending on that date which would have been the ending date for such Fiscal Month if such Fiscal Month had been part of a Fiscal Year commencing on the Monday following the last Sunday in the December immediately preceding the Commencement Date. 2.13. Fiscal Quarter. The term "Fiscal Quarter" shall mean a fourth of a Fiscal Year. There shall be four (4) Fiscal Quarters in each Fiscal Year, the first three (3) of which shall consist of three (3) Fiscal Months. The first Fiscal Quarter of each Fiscal Year shall commence on the first (1st) day of each Fiscal Year and the last Fiscal Quarter shall end on the last day of the Fiscal Year; provided, however, that for purposes hereof, the first Fiscal Quarter may be a short Fiscal Quarter beginning on the first day of the first Fiscal Month beginning on or after the Commencement Date and ending on that date which would have been the ending date for such Fiscal Quarter if such Fiscal Quarter had been part of a Fiscal Year commending on the Thursday following the last Wednesday in the December immediately preceding the Commencement Date. 3 2.14. Fiscal Year. The term "Fiscal Year" shall mean a period commencing on the Monday following the last Sunday in December during each calendar year and ending on the last Wednesday of the following December; provided, however, that for purposes hereof the first Fiscal Year may be a short Fiscal Year commencing on the first day of the first Fiscal Month beginning on or after the Commencement Date and ending on the last Sunday of the following December. 2.15. Forest Creek Golf Course. The term "Forest Creek Golf Course" shall mean the 18-hole golf course located on the Real Property. 2.16. Green Fees. The term "Green Fees" shall mean the fees paid for the privilege of playing golf at the Forest Creek Golf Course. 2.17. Gross Receipts. The term "Gross Receipts" shall mean all receipts related to or derived from the operation of the Forest Creek Golf Course, computed on an accrual basis, from cash or credit transactions recognized after the Commencement Date, and shall include, but shall not be limited to, green fees, cart fees, the amount of all sales (wholesale or retail) of food, beverages, goods, wares or merchandise on, at, or from the Property, or for services of any nature performed on, at, or from the Property, determined in accordance with generally accepted accounting principles applied on a consistent basis. Gross Receipts shall be reduced by any refunds„ rebates, discounts and credits of a similar nature given, paid or returned by Operator in the course of obtaining such Gross Receipts. Gross Receipts shall not include: 2.17.1. Applicable gross receipts taxes, admission, cabaret, excise, sales and use taxes, or similar governmental charges collected as a part of the sales price of any goods or services; 2.17.2. Income and revenues of licensees and concessionaires of Operator from the Property or any part thereof; provided, however, (i) that all commissions, percentages or other payments received or earned by Operator from any licensee or concessionaire shall be included in Gross Receipts and (ii) any licenses or concessionaires of Operator from the Property, or any portion thereof, shall be subject to the prior approval of Owner which approval shall not be unreasonably withheld; 2.17.3. Service charges, which are defined to mean percentage gratuities added to billings as compensation to Operator's employees; 2.17.4. Proceeds of borrowing by Operator; or 2.17.5. Proceeds paid as a result of an insurable loss. 2.18. Gross Receipts Variable Fee. The term "Gross Receipts Variable Fee" shall have the meaning as defined in Section 5.1.2 of this Agreement. 4 2.19. Improvements. The term "Improvements" shall mean the improvements of any nature located or to be located on the Real Property (including, but not limited to, a clubhouse, an 18-hole golf course, and a maintenance facility), and any other improvements constructed or to be constructed on the Real Property. 2.20. Intangible Personal Property. The term "Intangible Personal Property" shall mean all intangible property or rights owned or held in connection with the Forest Creek Golf Course or the Property, including, but not limited to, security deposits, prepaid rents, liquor and operating licenses, and all trademarks related to the operation or use of the Forest Creek Golf Course and/or any other Property. 2.21. Management Fees. The term "Management Fees" shall collectively mean the Base Management Fee and the Gross Receipts Variable Fee to be paid to Operator pursuant to the terms of Article 5 herein. 2.22 Monthly Debt Payment(s). The term "Monthly Debt Payment" shall mean a monthly payment in accordance with Exhibit "A", said payments to be applied by the City to the New Bonds Debt Payment(s). 2.23. Negative Net Cash Flow. The term "Negative Net Cash Flow" shall be defined as the amount, if any, by which the sum of (i) Monthly Debt Payments, lus (ii) the amount to be funded to the Capital Reserve, plus (iii) Operating Expenses, exceed Gross Receipts for the particular period in question. 2.24. New Bonds. The term "New Bonds" shall mean the City of Round Rock, Texas Combination Tax and Revenue Certificates of Obligation, Series 1995, and any refinancing thereof. 2.25. New Bonds Debt Payment(s). The term "New Bonds Debt Payment" shall mean the semi-annual debt payments as set out in Exhibit "B". 2.26. Operating Expenses. The term "Operating Expenses" shall mean those necessary or reasonable operating expenses of the Forest Creek Golf Course incurred or paid during or after the Commencement Date hereof in connection with the normal course of conducting and operating the business affairs of the Property and/or Forest Creek Golf Course, set forth in the then current Annual Operations Budget, computed on an accrual basis, including, but not limited to, the following items: 2.26.1. Salaries, wages, employee benefits and payroll expenses, including, but not limited to, standard pension and/or profit sharing plans, payroll taxes, profit sharing programs and insurance of all employees employed on-site in the direct operation of the Property, excluding, however, service charges, which are defined as percentage gratuities and paid to employees; 2.26.2. Marketing, advertising and promotional expenses; 5 2.26.3. Replacement of inventories of maintenance parts and supplies, food stores and bar supplies; 2.26.4. Replacement of broken, lost or damaged silver, chinaware, glassware, cooking utensils and other similar items of equipment. 2.26.5. Office supplies, postage, printing, routine office expenses and accounting services incurred in the on-site operation of the Property; 2.26.6. The costs of entertainment at the restaurant, or other portion of the Property, including vocalists and bands; 2.26.7. Reasonable travel expenses of on-site employees incurred exclusively in connection with the business of the Property; 2.26.8. Accrual of a reserve for insurance and property taxes each month in an amount or at a rate that is sufficient to pay such insurance premiums or property taxes when they become due and payable; 2.26.9. Insurance premiums, to the extent not provided for in any reserve established therefor; 2.26.10. Accounts receivable previously included within Gross Receipts, to the extent they remain unpaid ninety (90) days after the first billing; 2.26.11. Auditing, accounting costs, computer fees and legal fees performed by a non-affiliate of Operator and incurred in respect of the operation of the Property, including any financial management and accounting fees paid for services rendered by any non-affiliate of Operator; 2.26.12. Costs incurred for utilities, including, but not limited to, all electric, gas and water costs and any other private utility charges incurred in connection with the operation of the Property; 2.26.13. Ordinary maintenance and repairs, to the extent same are not paid from the Capital Reserve, as well as the cost of any capital improvements or capital replacements; 2.26.14. All lease payments on any item of furniture, fixtures or equipment utilized in the operation of the Property, except as set forth below; 2.26.15. Any Negative Net Cash Flow deficit carried forward from previous Fiscal Months; 2.26.16. All out-of-pocket expenses incurred by Operator or Operator's affiliates, including, but not limited to, Golf Holding Inc., in providing the services under the terms of this Agreement; 6 2.26.17. Principal or interest payments on indebtedness of Operator in providing the services under the terms of this Agreement; 2.26.18. Rental or lease payments for items of furniture, fixtures or equipment incurred by Operator in providing the services under the terms of this Agreement; 2.26.19. An amount to be paid to Owner equal to the Monthly Debt Payments as they become due; and 2.26.20. All other customary and reasonable expenses incurred in the operation of the Property. Any of the above provisions resulting in a double deduction as an Operating Expense shall be allowed as a deduction only once. 2.27. Operator's Personal Property. The term "Operator's Personal Property" shall mean the property described on Exhibit "C" attached hereto. 2.28. Owner's Personal Property. The term "Owner's Personal Property" shall mean the property described on Exhibit "D" attached hereto and any personal property purchased by the Forest Creek Golf Course or by Operator for which the Operator is reimbursed shall be owned by the Owner. 2.29. Personal Property. The term "Personal Property" shall mean (a) Owner's Personal Property, (b) Operator's Personal Property, and (c) all other personal property, machinery, fixtures, furnishings, installed or to be placed or installed on or about the Real Property and to be used as a part of or in connection with the operation of the Forest Creek Golf Course, including, but not limited to, (i) all equipment, fixtures, and furniture, (ii) golf carts, (iii) restaurant equipment, (iv) golf course maintenance equipment, and (v) any other furniture, fixtures and equipment to be utilized by the Property, as determined by Operator to be required to operate a public golf course facility. 2.30. Positive Net Cash Flow. The term "Positive Net Cash Flow" shall mean that amount, if any, by which Gross Receipts exceed the sum of the following for the Fiscal Month in question: (i) the Monthly Debt Payments, us (ii) the amount to be funded to the Capital Reserve, lus (iii) Operating Expenses. 2.31. Prior Management Agreement. The term "Prior Management Agreement" shall mean that one certain Management Agreement dated December 1, 1989, and all amendments thereto, between Owner and Operator. 2.32. Prior Management Fees. The term "Prior Management Fees" shall have the meaning as defined in Section 5.4 hereof. 2.33. Property. The term "Property" shall mean (i) the Real Property, (ii) the Easements and Rights, (iii) the Personal Property, (iv) the Intangible Personal Property, (v) the 7 Improvements, and (vi) any other contract or property rights owned by Owner related to the Real Property and the Personal Property. 2.34. Real Estate Taxes. The term "Real Estate Taxes" shall mean all taxes, assessments, excises, levies and other charges required to be paid upon or with respect to Real Property and/or improvements, assessed, levied or imposed by any public authority having jurisdiction, whether general or special. 2.35. Real Property. The term "Real Property" shall mean that certain parcel or parcels of land described in Exhibit "E" attached hereto. 2.36. Tax Year. The term "Tax Year" shall mean each fiscal year from time to time utilized by the taxing authorities having jurisdiction over the Real Property which occurs after the execution date of this Agreement. 2.37. Term. The term "Term" of this Agreement shall mean a period of five (5) years beginning on the Commencement Date, unless sooner terminated as provided herein. ARTICLE 3 APPOINTMENT OF OPERATOR AND OWNERSHIP OF PERSONAL PROPERTY 3.1. Management of the Property. Owner hereby appoints, hires and employs Operator, as Owner's exclusive agent, to supervise, manage, direct and operate the Forest Creek Golf Course and the Property during the Term of this Agreement, and Operator hereby accepts said appointment upon and subject to the terms, conditions, covenants and provisions set forth herein. Owner hereby delegates to Operator the sole responsibility, discretion and authority to determine operating policies and procedures, standards of operation, house rules, standards of service and maintenance, pricing, and other policies, rules and regulations affecting the Property or the operation thereof, to implement all such policies and procedures, and to perform any act on behalf of Owner deemed necessary or desirable for the operation and maintenance of the Property. The performance of all activities shall be for the account of Operator. 3.2. Use of the Property and Nondisturbance. Owner hereby grants to Operator the exclusive use and possession of the Property during the Term of this Agreement for the purposes set forth herein for the purposes of managing and operating the Property. During the Term of this Agreement, Owner agrees that it may not in any event remove or prohibit Operator's use and possession of the Property, except due to an act which is not cured by Operator within the applicable grace period provided herein after written notice from Owner to Operator. 3.3. Ownership of Personal Property. The Owner and Operator agree that (i) Operator is the owner of all of Operator's Personal Property together with any and all additions and substitutions thereof during the Term of this Agreement and (ii) Owner is the owner of all 8 of Owner's Personal Property together with any and all additions and substitutions thereof during the Term of this Agreement. Owner acknowledges and agrees that Operator owns Operator's Personal Property and that upon the termination of this Agreement for any reason whatsoever, including, but not limited to, a Default by Operator which is not cured within the time permitted after written notice from Owner to Operator, Operator will be entitled to remove all Operator's Personal Property together with all additions and substitutions thereof during the Term of this Agreement. ARTICLE 4 TERM 4.1. Term. The Term of this Agreement shall be for a period of five (5) years beginning on the Commencement Date unless sooner terminated in accordance with the provisions of this Agreement. Owner hereby reserves the option to terminate this Agreement (the "Early Termination Option") on the date which is three (3) years following the Commencement Date of this Agreement (the "Early Termination Date") by the delivery of written notice by Owner to Operator of the exercise by Owner of the Early Termination Option not less than sixty (60) days prior to the Early Termination Date. ARTICLE 5 CURRENT MANAGEMENT FEES, OWNER'S RECEIPTS, PRIOR MANAGEMENT FEES AND PRIORITY OF PAYMENTS 5.1. Current Management Fees. During the period in which this Agreement is in effect, Operator shall be paid the following (collectively referred to as the "Current Management Fees"): 5.1.1. Base Management Fee. On the Commencement Date and on the first day of each Fiscal Month thereafter during the Term, in advance, Operator shall earn and be entitled to deduct from Gross Receipts a fee equal to ELEVEN THOUSAND SEVENTY-SIX AND 07/100 DOLLARS ($11,076.07) (the "Base Management Fee"). The Base Management Fee shall be increased, or decreased, on an annual basis on each anniversary date of the Commencement Date by multiplying the then current Base Management Fee by an amount equal to any increase in the Consumer Price Index over the Consumer Price Index for the prior year. 5.1.2. Gross Receipts Variable Fee. Subject to the conditions set out below, on the first day of each Fiscal Month, Operator shall earn and be entitled to deduct from Gross Receipts a sum equal to the following (the "Gross Receipts Variable Fee"): two percent (2%) of Gross Receipts for the prior Fiscal Month until such time as the Prior Management Fees, and all interest accrued thereon, are paid in full, at which time the Gross Receipts Variable Fee shall automatically 9 increase to ten percent (10%) of the Gross Receipts for the prior Fiscal Month. Notwithstanding the foregoing, the parties agree that in no event will the Gross Receipts Variable Fee exceed the Base Management Fee accrued in any year of the Term (a "Term Year") which begins on the anniversary date hereof provided, however, notwithstanding anything contained herein to the contrary, on a Term Year Basis, in the event the Gross Receipts Variable Fee exceeds the Base Management Fee, as adjusted, for such period, then the Gross Receipts Variable Fee that Operator shall be paid for such period shall be an amount which is ONE AND N0/100 DOLLAR ($1.00) less that the Base Management Fee, as adjusted, that is payable to Operator for such applicable period. The Gross Receipts Variable Fee shall be reduced by an amount equal to the amount that prior Monthly Debt Payments have not been fully funded by Gross Receipts, but only to the extent that New Bonds Debt Payment(s) have not been fully funded out of Gross Receipts. 5.2. Accrual of Unpaid Current Management Fees. Notwithstanding anything herein to the contrary, in the event that during any Fiscal Month during the Term of this Agreement there are not sufficient Gross Receipts to pay the full amount of the Current Management Fees after payment by Operator to Owner of an amount equal to the Monthly Debt Payments required pursuant to Section 5.3, and Operating Expenses, the unpaid portion of the Current Management Fees shall accrue until such time as and to the extent that Gross Receipts are sufficient to pay such accrued Current Management Fees, at which time Operator shall deduct same from Gross Receipts. At the termination of this Agreement, save and except arising from a Default by Owner which is not cured within the time permitted after written notice thereof from Operator to Owner, all Current Management Fees and unreimbursed Operating Expenses arising during the Term of this Agreement, and interest on Prior Management Fees, shall be paid solely from the existing, unencumbered or not otherwise budgeted balance in the Capital Reserve account and any remaining unpaid balance of such Current Management Fees, interest on Prior Management Fees, and unreimbursed Operating Expenses shall not subsequently be due or payable. 5.3. Monthly Debt Payments. From and after Commencement Date and continuing thereafter throughout the Term (including any renewals or extensions hereto), to the extent Gross Receipts are available, Operator shall make monthly payments to Owner in an amount equal to the Monthly Debt Service Payments to Owner, or Owner's designee on the dates which occur during the Term of this Agreement in the amounts set forth on Exhibit "A" attached hereto with the first such Monthly Debt Payment due and payable on Junel, 1995. If directed to by the Owner in writing, Operator hereby agrees to make the payments otherwise payable to Owner in the amount of the Monthly Debt Payments required herein directly to the party that Operator is instructed to in writing by Owner. Owner covenants to Operator and agrees to make the New Bonds Debt Payments as they come due. 5.4. Payment of Prior Management Fees . Owner and Operator agree that as of the Commencement Date, Operator has accrued and unpaid prior management fees and expenses in connection with the Prior Management Agreement of One Million and no/100 Dollars ($1,000,000.00) (hereinafter collectively referred to as the " Prior Management Fees "). The Owner and Operator agree that the then current unpaid portion of Prior Management Fees shall 10 bear interest at the rate of six percent (6%) per annum (which is the same rate of interest as the New Bonds) until the Prior Management Fees.and all interest accrued thereon is paid in full or until the termination of this Agreement, whichever first occurs. Upon termination of this Agreement, any unpaid Prior Management Fees shall no longer bear interest. In the event of the termination of this Agreement for any reason whatsoever, save and except a termination arising out of a Default by Operator that is not cured within the time permitted after written notice from Owner to Operator, the payment of the Prior Management Fees, plus accrued interest thereon, shall be subordinate only to the payment of (i) the Monthly Debt Payments that Owner is required to pay on the New Bonds, and (ii) Operating Expenses. Commencing with the period beginning ten (10) years after the date of the Commencement Date of this Agreement, the payment by Owner to Operator of the then unpaid Prior Management Fees and Current Management Fees, if any, plus accrued interest thereon, shall be subordinate to: (i)the debt on the New Bonds, (ii) Operating Expenses and (iii) a reasonable management fee or similar fee payable to any third party, whether or not such party is an Affiliate of City, to manage or operate the Property. (Such a management fee will be considered reasonable if it is comparable to the fees paid for the similar management of other municipally owned golf courses in Texas.) The term "Affiliate of City" means any organization, corporation, partnership, individual, or other entity of any nature or type, that is affiliated with or is directly or indirectly, through one or more intermediaries, controlled by or is under common control with the City or any portion of the City. In the event of the sale or lease of the Property, the Forest Creek Golf Course, or any portion thereof, the then current remaining unpaid principal balance of Prior Management Fees, together with all accrued interest thereon, shall be due and payable in full. Notwithstanding the foregoing, Operator acknowledges that in the event of a Default by Operator which is not cured within the time permitted after written notice from Owner to Operator and the termination of this Agreement arising from such Default by Operator, the unpaid portion of the Prior Management Fees, together with all accrued interest thereon, shall be deemed to be paid in full not as a penalty but as liquidated damages for the Default by Operator and the termination of this Agreement. 5.4.1. Financial Statements and Owner and Operator's Right to Audit. Owner and Operator agree that the parties shall have the following additional rights as set forth below: 5.4.1.1. Operator's Right to Review and Audit. In the event of termination of this Agreement for any reason whatsoever prior to the payment in full to Operator of Prior Management Fees, except for a termination of this Agreement arising from a Default by Operator which is not cured within the time permitted after written notice from Owner to Operator, within thirty (30) days of the end of each calendar year ending after the termination of this Agreement, Owner shall cause to be delivered to Operator (i) financial statements setting forth in similar detail and form as provided to Owner during the Term of this Agreement, the Gross Receipts, Operating Expenses and any other expenses or costs of any nature whatsoever relating to the Property, or any portion thereof, for the prior calendar year then ending including a calculation of the amount that is to be paid by Owner to Operator toward the payment of the then current unpaid principal balance of Prior Management Fees together with all 11 interest accrued thereon and (ii) the payment to be made by Owner to Operator in payment of the then current unpaid principal balance of Prior Management Fees together with all accrued interest thereon. All such payments received by Operator shall be applied first to the accrued and unpaid interest on Prior Management Fees, and the remaining balance of such payments, if any, shall be applied to the payment of the unpaid principal balance of Prior Management Fees . Operator, at Operator's sole cost, shall be entitled to review and audit the books and records of Owner and any other entity who may have possession of such books and records relevant to the determination of Gross Receipts, Operating Expenses, other costs and expenses relating to the Property or any portion thereof, at any time upon not less than twenty-four (24) hours written notice to Owner. Such review and audit shall take place at the offices of Owner; provided, however, Operator shall use Operator's best efforts to minimize the disruption of Owner's business. If Operator disputes any calculation by Owner which impacts the amount of any payments to be paid by Owner to Operator on the unpaid principal balance or accrued and unpaid interest on Prior Management Fees, Operator shall provide Owner of written notice of the disputed items within thirty (30) days following the completion of Operator's review and audit. In the event that Operator and Owner are unable to resolve any disputed items to which Operator has provided Owner written notice within the 30-day period following the delivery by Operator to Owner of such notice, such dispute shall be settled by a nationally recognized accounting firm mutually acceptable to Operator and Owner. In the event that Owner and Operator are unable to agree upon a nationally recognized accounting firm, Owner and Operator shall each select a nationally recognized accounting firm and those representatives of those two (2) firms shall jointly select one (1) nationally recognized accounting firm to settle the disputed items. Upon the conclusion of such review and audit by the nationally recognized accounting firm, the costs of such review and audit shall be paid by Operator unless the amount of the payment toward the payment of the then current unpaid principal balance and accrued interest on Prior Management Fees is increased by two percent (2%) or more as a result of such audit over the amount of the payment specified in the applicable annual calculation of such payment provided by Owner to Operator in accordance with the provisions of this Agreement. 5.4.1.2. Owner's Right To Review and Audit. During the Term of this Agreement, Owner shall have the right to request and have performed an audit, review or a financial examination agreed upon with Operator, of the financial records of Operator by an independent Certified Public Accountant selected by Owner. Notwithstanding anything contained in Section 5.4.1.1 or 5.4.1.2 to the contrary, in no event will any audit which is performed at the request of Owner which is to be an Operating Expense, exceed the sum of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) provided that the financial records of Operator are 12 in reasonably good order, reasonably readily available for examination and there are no unusual circumstances that would otherwise cause the cost of such review, audit or other financial examination to be significantly higher. 5.5. Priority Of Gross Receipts and Positive Net Cash Flow. Owner and Operator agree that the following shall be the priority of payments under this Agreement: 5.5.1. Gross Receipts received shall be applied by Operator to the payment of the following items in priorities indicated: 5.5.1.1. First, to the payment of the then current scheduled Monthly Debt Payment which is due, but only to the extent that the next scheduled New Bonds Debt Payment is not fully funded (i.e. once the next scheduled New Bonds Debt Payment is fully funded, no additional Monthly Debt Payment is due); 5.5.1.2. Second, to any amounts remaining unpaid for prior Monthly Debt Payments, but pnly to the extent that the next scheduled New Bonds Debt Payment is not fully funded; 5.5.1.3. Third, to the payment of the amounts to be paid to Capital Reserve account, including any amounts remaining unpaid from prior months and including the reimbursement to the account for any sums paid out for one or more New Bonds Debt Payment(s) or portion thereof; and 5.5.1.4. Fourth, to the payment of the then current Operating Expenses. 5.5.2. Positive Net Cash Flow shall be applied by Operator to the payment of the following items in the priorities indicated within thirty (30) days following the end of each Fiscal Month, or at such other time as may be set forth below: 5.5.2.1. First, to the payment of any of the Base Management Fees which are then currently due and payable to Operator until they are paid in full; 5.5.2.2. Second, to the payment of any portion of the Gross Receipts Variable Fee which is then currently due and payable to Operator until they are paid in full; 5.5.2.3. Third, to the payment of the unpaid portion of Prior Management Fees, plus all accrued interest thereon which payments shall be made within forty-five (45) days following the expiration of each Fiscal Quarter for the prior Fiscal Quarter then ended. Such payments shall be 13 applied first to the payment of accrued and unpaid interest on Prior Management Fees and, at any time during which such interest is then currently paid in full, to the unpaid principal of Prior Management Fees until the Prior Management Fees are paid in full; and 5.5.2.4. Fourth, any Positive Net Cash Flow remaining after the payment in full, on a then current basis, of all three (3) of the foregoing priorities of Positive Net Cash Flow to Operator, shall be paid and distributed to Owner within forty-five (45) days following the expiration of each Fiscal Quarter then ended. ARTICLE 6 REAL ESTATE TAXES AND PERSONAL PROPERTY TAXES During the Term of this Agreement, Owner covenants and agrees that there shall be no Real Estate Taxes payable or levied of any nature whatsoever. Nothing herein contained shall require Operator to pay or be charged for any portion of (i) municipal, state or federal income taxes assessed against Owner, (ii) municipal, state or federal capital levy, estate, succession, inheritance or transfer taxes of Owner, or (iii) corporation franchise taxes imposed upon Owner or any corporate owner of the fee of the Property. ARTICLE 7 GENERAL RESPONSIBILITIES OF OPERATOR 7.1. Operation of the Forest Creek Golf Course. Operator shall operate, maintain and manage the Forest Creek Golf Course in a manner which Operator deems in its sole ' ,. discretion to be necessary to operate a public golf club; provided, however, the Forest Creek Golf Course shall be maintained by Operator in a good and attractive condition reasonably comparable to other municipally owned golf courses in the central Texas area that (i) have similar annual budgets for golf course maintenance, (ii) that charge similar greens fees to those being charged for playing the Forest Creek Golf Course and (iii) that have similar climatic and soil conditions to the Forest Creek Golf Course. Operator shall have the authority and duty to exercise all prerogatives of management with respect to the Forest Creek Golf Course, including implementing all policies and procedures established by Operator, collecting Gross Receipts into a special trust account held in Operator's name in trust for the benefit of Owner and paying an amount to Owner equal to the Monthly Debt Payments required pursuant to Section 5.3 and Operating Expenses therefrom, and performing any act necessary or desirable for the operation and management of the Forest Creek Golf Course and the Property. 7.2. Commencement Date. From and after the Commencement Date and so long as it has not been excluded from possession of the Property by Owner, Operator shall, as Operating Expenses, maintain, preserve and keep the Property in good repair, working order and condition, and shall from time to time make all repairs, replacements and improvements C:\WPDOCS\CITY\GOLFCOUR\ORIGAGMT.WPD/sls 14 necessary to keep the Property in such condition. Owner shall have no responsibility for such maintenance or for any of these repairs, replacements or improvements. All such additions, modifications and improvements shall thereafter comprise part of the Property and be subject to the provisions of this Agreement. Such additions, modifications and improvements shall not in any way damage the Property nor cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value not less than the value of the Property immediately prior to the making of such additions, modifications and improvements. 7.3. Annual Operations Budget. No later than each December 1 prior to the commencement of the next Fiscal Year, Operator shall prepare, and provide to Owner, an annual operations budget for such Fiscal Year (hereinafter referred to as the "Annual Operations Budget") setting forth the projected Gross Receipts and Operating Expenses for such Fiscal Year associated with the operation of the Property. 7.4. Annual Capital Budget. No later than each December 1 prior to the commencement of each Fiscal Year, Operator shall prepare, and provide to Owner, an annual capital replacements and repair budget for such Fiscal Year (hereinafter referred to as the "Annual Capital Budget") setting forth the projected capital repairs and improvements to the Property for such Fiscal Year. Owner and Operator agree that the Annual Capital Budget for the 1995 Fiscal Year has already been prepared by Operator and provided to Owner. The parties agree that the source for the funding of the items set forth in the Annual Capital Budgets shall be the funds in the Capital Reserve. The accounting for the utilization of the funds in the Capital Reserve account shall be done on an annual basis based on the Fiscal Year of Operator. In the event during any Fiscal Year, Operator spends an amount in excess of the funds available in the Capital Reserve account, then the amount of such excess shall be credited toward the expenditures to be made in subsequent Fiscal Years. In the event that during any Fiscal Year, Operator spends an amount which is less than the funds available in the Capital Reserve account, Operator shall be entitled to spend such unutilized funds in subsequent Fiscal Years with Owner's approval, which approval shall not be unreasonably withheld. In the event of the termination of this Agreement, which termination does not arise directly from a Default by Operator which is not cured within the time permitted after written notice from Owner to Operator, and any portion of Prior Management Fees or any accrued interest on Prior Management Fees remains unpaid at the time of such termination, until such time as Prior Management Fees and all accrued interest thereon is paid in full, it is agreed by the parties that the expenditures for capital repairs and improvements to the Property, or any portion thereof, shall be limited in any calendar year to an amount not greater than four percent (4%) of the Greens Fees for such calendar year for purposes of calculating the payments payable to Operator of the unpaid portion of the Prior Management Fees and accrued interest thereon. 7.5. Accounting Records and Reporting. Operator agrees from and after the Commencement Date, and during the Term of this Agreement at Operator's cost, to maintain efficient and accurate accounting records in a format consistent with other public golf courses operated by Operator or its affiliates as follows: 15 7.5.1. From and after the Commencement Date, and during the Term of this Agreement, Operator shall submit to Owner on or before the twentieth day following the previous Fiscal Month a Financial Statement showing in detail all of the Gross Receipts, Operating Expenses and statement of financial position (a balance sheet), of Operator for the preceding Fiscal Month and the Fiscal Year to date. 7.5.2. From and after the Commencement Date, and within sixty (60) days after the close of each Fiscal Year, Operator shall submit to Owner a financial statement showing all Gross Receipts, Operating Expenses and statement Of position (a balance sheet) for the Fiscal Year then ended. The Financial Statement shall be certified by a certified public accountant selected by Operator and shall include a statement that the financial statements were compiled in compliance with the terms and conditions of this Agreement and in accordance with generally accepted accounting principles. 7.6. Status Reports and Meetings. Operator agrees to have a representative of Operator present at the meetings of the Golf Course Advisory Board of the Owner provided that Operator has sufficient prior notice of the date, time and location of such meetings. Additionally, a representative of Operator and a representative of Owner shall hold quarterly meetings for the purpose of having the representative of the Operator update the Owner on the general operations of the Property and review the financial performance of the Property. On or before December 15th of each year, Operator shall provide Owner with an annual status report setting forth the general condition of the Property and a general outline of all planned improvements and needed changes for the forthcoming operating year. 7.7. Emergency Expenditures. In the,event that a condition should exist in, on, or about the Property, or any portion thereof, of an eergency nature, including structural repairs, which requires immediate repairs to preserve and/or protect the Property, and assure its continued operation or to protect the members or employees, Operator is authorized to take all steps and to make all expenditures necessary to repair and correct any such conditions whether or not provisions have been made in the applicable budget or budgets for any such emergency expenditures and the applicable budget or budgets shall be automatically increased to include the full amount of such expenditures as if such amounts were originally set forth in the applicable budgets. Operator agrees to deliver written notice to the Owner within three (3) Business Days, of any such emergency specifying the exact nature of the emergency and the expenditures which Operator has made or may be additionally planning on making in order to address the repairs or other measures required to be done in connection with the applicable emergency. The term "Business Days" shall mean all days during which there is regular delivery of the U.S. Mail excluding Saturdays. 7.8. Expenditures Required for Compliance With Law. In the event that at any time during the Term of this Agreement repairs, additions, changes, or corrections in or to the Property shall be required by reason of any laws, ordinances, rules, or regulations, now or hereafter in force, or by order of any governmental or municipal power, department, agency, authority, or officer, such repairs shall be made at the direction of Operator; provided, however, in the event that any such expenditures were not been included within the applicable budget or 16 budgets, the applicable budget or budgets shall be automatically increased to include the full amount of such expenditures as if such amounts were originally set forth in the applicable budgets. ARTICLE 8 POSSESSION OF THE PROPERTY On the Commencement Date, Owner shall deliver possession of the Property to Operator. ARTICLE 9 UTILITIES AND SERVICES Operator agrees to pay all charges for utilities and services used by it on the Property, which shall be separately metered, including, but not limited to, gas, electricity, telephone, sanitary sewer, domestic water, fire protection, water, and trash collection. Notwithstanding the foregoing, Owner and Operator agree that during the Term of this Agreement, Operator shall have the option of utilizing water wells on the Real Property for the irrigation of the Real Property at no cost except for the actual operation and maintenance cost associated with the well and the production of the water. When it becomes available, Owner shall have the option of replacing well water with effluent from the wastewater treatment plant. The cost of the effluent will also be the actual operation and maintenance cost of transporting it from the treatment plant to the Real Property. ARTICLE 10 OWNER'S COVENANTS AND REPRESENTATIONS 10.1. Owner makes the following representations to Operator, which representations shall, unless otherwise stated herein, survive the execution and delivery of this Agreement and the Commencement Date: 10.1.1. Status. Owner is a duly formed and validly existing home rule city of the State of Texas, governed by the Constitution and the laws of the State of Texas. 10.1.2. Authorization. The Constitution and the laws of the State of Texas authorize Owner to enter into this Agreement and the transactions contemplated hereby and thereby; and to carry out its obligations under this Agreement. The officers of Owner executing this Agreement have been duly authorized to execute and deliver this Agreement under the terms and provisions official action. of a resolution or resolutions of Owner's governing body or by other appropriate 17 10.1.3. Compliance. Owner has complied with all open meetings and public bidding laws and all other State laws applicable to this Agreementand the acquisition of the Property by Owner. 10.1.4. Governmental Agencies. As of the execution date hereof, Owner has no knowledge of any existing conditions in or about the Property or otherwise which violate any city, county, state or federal law, ordinance or regulation, including, but not limited to, regulations relating to zoning and use of the Property, and Owner has not received any notice, written or otherwise, from any governmental agency requiring the correction of any condition with respect to the Property which might be in violation of any law, ordinance or regulations. 10.1.5. Title to the Real Property, Existing. Encumbrances. Owner has good and indefeasible title to the Real Property, free and clear of all liens, claims and encumbrances of any nature, except those specific items set forth on Exhibit "F" (the "Existing Real Property Conditions"). 10.1.6. Access. There is no fact or condition which would result in the termination of the current access to the Real Property from existing roads or to sewer and other utility services, and Owner represents that on the Commencement Date the Real Property will enjoy access and service for sewers and all utilities (including, but not limited to, water, sewer, electricity and telephone facilities) available to the Real Property in sufficient quantities necessary to service the Property for use as a public golf course facility. 10.1.7. Zoning. The Real Property is properly zoned for use as a public golf course facility, including, but not limited to, the sale of alcoholic beverages. 10.1.8. Assessments. As of the execution date hereof, Owner has received no notice and has no knowledge of any pending improvements, liens or special assessments to be made against the Property by any governmental authority. 10.1.9. Violation of Representations. From and after the execution date hereof and until the termination of this Agreement, Owner shall not take any action or omit to take any action which would have the effect of violating any of the representations of Owner contained in this Agreement. 10.1.10. Violation of Agreement. Neither the execution and delivery of this Agreement by Owner nor Owner's performance of its obligations hereunder will result in a violation or breach of any term or provision or constitute a Default or accelerate the performance required under any other agreement or document to which Owner is a party, or is otherwise bound, or to which the Property, or any part thereof, is subject, and will not constitute a violation of any law, ruling, regulation or order to which Owner is subject. 18 10.1.11. Documentation. If necessary to carry out the intent of this Agreement and as allowable by law, Owner agrees to execute and provide to Operator, on or after the execution date hereof, any and all other instruments, documents, conveyances, assignments and agreements which Operator may reasonably request in connection with the operation of the Property. 10.1.12. Noninterference. If Operator shall keep and perform its covenants, conditions and obligations hereunder, Owner covenants and agrees that Owner will not, other than as permitted by this Agreement or required by law, interfere in any manner with Operator's operation, possession and management of the Property. 10.1.13. Litigation, Claims, or Proceedings. There are no existing or pending actions, suits, litigation, claims, proceedings or governmental investigations with respect to any aspect of any of the Property or the Forest Creek Golf Course, nor, to the knowledge of Owner, have any such actions, suits, litigation, claims, proceedings or governmental investigations been threatened or asserted. In the event that a lien, claim or cause of action affecting the Property or the Forest Creek Golf Course should arise resulting from any activities by Owner prior to the Commencement Date, Owner shall advise Operator in writing. 10.1.14. Construction Claims. Owner shall hold Operator harmless, to the extent permitted by law, from any unpaid bills or claims in connection with the construction of any improvements to the Property. 10.1.15. Improvements. The Improvements have been constructed and installed in compliance with (i) all applicable laws, statutes, ordinances, codes, covenants, conditions, and regulations, (ii) restrictions of any kind or nature affecting the Real Property, and (iii) any occupancy classification applicable to the Forest Creek Golf Course's operation. 10.1.16. Permits. All permits and licenses necessary for the operation and occupancy of the Property, including, but not limited to, all building and use permits, have been obtained for all operations of the Forest Creek Golf Course, and no notice to revoke, suspend, or terminate same has been received by Owner. Owner shall cooperate fully with Operator as necessary to enable Operator, to procure and/or transfer and maintain all licenses, permits or authorizations necessary for the operation of the Property. 10.1.17. Liens. From and after the execution date hereof and until the Commencement Date or earlier termination of this Agreement, Owner shall not sell, assign or create any right title, or interest whatsoever in or to the Property, or create or permit to exist any lien, encumbrance or charge thereon, without Promptly discharging the same. 19 10.1.18. Contracts. There are no outstanding contracts, commitments, leases, or agreements of any nature to which the Forest Creek Golf Course, Operator, or the Property is or may become subject. Owner further agrees not to enter into any contracts, commitments, leases, or agreements after the execution date hereof to which the Forest Creek Golf Course, Operator or the Property may be or become subject without the prior express written approval of Operator. 10.1.19. Owner's Violation. In the event of a violation of any of the representations made in this Article by Owner occurring subsequent to the execution date hereof, Owner shall promptly cure any condition created by such violation. In the event Owner fails to promptly cure said violation, Operator may take whatever action, at law or in equity, available to Operator as a result of said Default, including, but not limited to, the right to (i) terminate this Agreement, or (ii) bring suit for specific performance and/or damages sustained by Operator as a result of Owner's Default. No remedy herein conferred upon or reserved to Operator is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any breach by Owner shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. ARTICLE 11 OPERATOR'S COVENANTS AND REPRESENTATIONS 11.1. Operator makes the following representations to Owner, which representations shall, unless otherwise stated herein, survive the execution and delivery of this Agreement: 11.1.1. Corporate Status. Operator is a corporation duly organized, validly existing, and in good standing under the laws of Texas, with full corporate power to enter into this Agreement and execute all documents required hereunder. 11.1.2. Authorization. The making, execution, delivery, and performance of this Agreement by Operator has been duly authorized and approved by all requisite action of the Board of Directors of Operator, and this Agreement has been duly executed and delivered by Operator and constitutes a valid and binding obligation of Operator, enforceable in accordance with its terms. 11.1.3. Violation of Agreement. Neither the execution and delivery of this Agreement by Operator nor Operator's performance of its obligations hereunder will result in a violation or breach of any term of provision or constitute a Default or accelerate the performance required under any other agreement or document to which Operator is a party or is otherwise bound or to 20 which the Property or any part thereof is subject, and will not constitute a violation of any law, ruling, regulation or order to which Operator is subject. 11.1.4. Documentation. If necessary to carry out the intent of this Agreement, Operator agrees to execute and provide to Owner, on or after the execution date hereof, any and all other instruments, documents, conveyances, assignments and agreements which Owner may reasonably request in connection with the operation of the Property, including, but not limited to, an assignment of Operator's contractual rights to all leased equipment and any licenses or permits. ARTICLE 12 INDEMNffy AND INSURANCE 12.1. Operator's Indemnification. Operator covenants to defend and save Owner and its officers and employees, while acting within the scope of their duties, harmless and indemnified from and against any and all actions, suits, proceedings, claims, demands, costs (including attorneys' fees and court costs), expenses and liability of any kind or nature whatsoever, for injury to or death of person or damage of property including property owned by Owner), which may be brought, made, filed against, imposed upon or sustained by Owner, its officers or employees, based upon arising out of an act or omission of Operator, its officers, agents or employees. This indemnity shall not include claims based upon or arising out c the `'Willful misconduct of Owner, its officers or employees. Further, this indemnity shall not require payment of a claim by Owner or its officers or employees as a condition precedent to Owner's recovery under this provision. 12.2. Owner's Indemnification. Owner covenants and agrees, to the extent permitted by law, to indemnify and save Operator, Operator's affiliates, Operator's shareholder, parent corporation, and all their respective officers, directors, legal representatives, and employees (hereinafter referred to as the "Indemnified Parties") harmless from any and all costs, expenses, penalties, claims, demand, and liabilities resulting from (i) any action or claim, or otherwise, arising with respect to Owner's operation or ownership of the Forest Creek Golf Course or the Property, or the construction or acquisition of the Improvements, and (ii) any negligent act or omission of Owner or of its invitees, agents or employees, but this indemnity shall not extend to costs, expenses, penalties, claims, demands and liabilities resulting from acts of willful misconduct of Operator, its employees or agents. Further, this indemnify shall not require the payment of a claim by any of the Indemnified Parties as a condition to recovery under this provision. 12.3. Operator's Insurance. Operator shall obtain, as Operating Expenses, the following insurance concerning the Property and cause all contractors to maintain similar insurance, where appropriate: 21 12.3.1. Worker's compensation and employer's liability insurance as may be required under applicable laws covering all employees of Operator included in the operation of the Forest Creek Golf Course, with such deductible limits as are generally established by Operator; 12.3.2. Comprehensive general public liability insurance against claims for bodily injury, death or property damage occurring on, in, or about the Property, and automobile insurance on vehicles operated in conjunction with the Property, with a combined single limit of not less than TWO MILLION AND N0/100 DOLLARS ($2,000,000,00) each occurrence for personal injury, death, and property damage, with such deductible limits as are generally established by Operator; 12.3.3. Insurance on the Property, including the Improvements and Personal Property, against loss or damage by fire, lightning, flood, earthquake, and all other risks covered by the usual standard extended coverage endorsements, in such amounts and with such deductible limits as established by Operator and agreed to by Owner, all in an amount of not less than ninety percent (90%) of the replacement cost thereof; and 12.3.4. Such other insurance in amounts as Operator, in its reasonable judgment, deems advisable for protection against claims, liabilities and losses arising out of, or connected with, the operation of the Property. 12.3.5. All insurance provided by Operator under this Article shall name Operator and Owner as named insureds. Operator shall deliver to Owner, at least thirty (30) days prior to the Commencement Date, certificates of insurance with respect to all policies so procured, including existing, additional, and renewal policies, and in the case of insurance about to expire, shall deliver certificates of insurance with respect to the renewal policies not less than ten (10) days prior to the respective dates of expiration. All policies of insurance provided for under this Article 12 shall, to the extent obtainable, have attached thereto an endorsement that such policy shall not be canceled or materially changed without at least thirty (30) days prior written notice to Owner and Operator. 12.4. Subrogation. Anything in this Agreement to the contrary notwithstanding, Owner and Operator each hereby waive any and all rights of recovery, claims, actions or causes of action against the other, its agents, officers and employees for any loss or damage that may occur to the Property, any personal property therein, or any improvements made thereto, or any part thereof, or any other real or personal property of either party by reason of fire, the elements, or any other cause which is insured against under the term of the policies of casualty insurance that Operator or Owner are required to provide hereunder or may otherwise carry, to the extent and only to the extent of any proceeds actually received by Owner or Operator, respectively, with respect thereto, regardless of cause or origin, including negligence of either party hereto, its agents, officers or employees, and each party covenants that no insurer shall hold any right of subrogation against the other. 22 ARTICLE 13 DESTRUCTION BY FIRE OR OTHER CASUALTY 13.1. Total Destruction. In the event that the Improvements are totally destroyed by fire or other casualty to the extent that the damage cannot be materially restored with due diligence within two hundred forty (240) days from the date construction commences, Operator may, at its option, terminate this Agreement by giving written notice to the other sixty (60) days following such damage or destruction. In the event of termination of within this Agreement pursuant to this Section, this Agreement shall cease and come to an end as of the date of such damage or destruction as though such date were the date originally fixed for the expiration of the Term of this Agreement. 13.2. Partial Destruction. In the event the Improvements are damaged by fire or other casualty and such damage can be materially restored with due diligence within two hundred forty (240) days following the date construction commences, Owner shall have the obligation to repair the Improvements, as the case may be, as nearly as practicable to the condition same was in prior to such damage, but in no event shall Owner be required to expend funds in excess of proceeds of insurance received relating to the damage. Owner shall cause such reaper to be commenced with all reasonable dispatch so as to complete the same at the earliest, reasonable possible date. ARTICLE 14 CONDEMNATION 14.1. Notice of Taking. Owner shall, within ten (10) days of Owner's receipt of notice of a proposed and/or actual taking of the Real Property, or a portion of either, under any governmental law, ordinance or regulation, or by right of eminent domain, provide Operator (i) written notice of such proposed or actual taking, and (ii) a copy of the documents and/or pleadings received from the governmental authorities. 14.2. Effect of Entire Taking. If during the Term of this Agreement the entire Real Property shall be appropriated or taken for any public or quasi-public use under any governmental law, ordinance or regulation, or under the power of eminent domain by any public or quasi-public authority, then this Agreement and the Term hereof shall cease and come to an end as though such date were the date originally fixed for the expiration of the Term of this Agreement. 14.3. Effect of Partial Taking. If during the Term of this Agreement a portion of the Real Property shall be appropriated or taken for any public or quasi-public use under any governmental law, ordinance or regulation, or under the power of eminent domain by any public or quasi-public use under any governmental law, ordinance, or regulation, or under the power of eminent domain by any public or quasi-public authority so as to render the Property substantially unusable for the purposes and in the manner contemplated herein, then, in such event, Operator shall have the right to cancel and terminate this Agreement by giving written notice to Owner within sixty (60) days after the receipt by Operator from Owner of Written 23 notice of such appropriation or taking. In the event of termination of this Agreement pursuant to this Section, then this Agreement shall cease and come to an end as of the date of such written notice by Operator as though such date were the date originally fixed for the expiration of the Term of this Agreement, and neither party shall have any obligation to the other arising out of or in any way connected with this Agreement by virtue of such termination subject to the provisions of Section 14.5 hereof. 14.3.1. In the event less than the whole of the Real Property are so appropriated or taken and Operator does not elect to terminate this Agreement and Operator remains in that portion of the Real Property which shall not have been appropriated or taken, then, in such event, the rental payable hereunder to Owner shall abate until Owner has restored (and Owner hereby agrees, at Owner's cost and expense, to restore) the Property as far as possible to a complete unit of the like quality and character as existed prior to such appropriation or taking. 14.4. Operator's Award. If this Agreement is terminated pursuant to the provisions of this Article, then the damage award to be made pursuant to the condemnation proceedings shall be apportioned between Owner and Operator according to the value of their respective interests in the Property and this Agreement. ARTICLE 15 RIGHT TO CURE 15.1. Owner's Performance. After the expiration of an Y permitted grace period recited in this Agreement, if Operator shall have failed to cure any Default in the performance of any covenant or promise on its part to be performed, Owner may, immediately, or at any time thereafter, without further notice, perform the same for the account and at the expense of Operator. Notwithstanding the above, in the case of an emergency (being defined as a situation involving the immediate threat of a loss of property or injury), Owner may, after notice to Operator, so perform in Operator's stead prior to the expiration of any applicable grace period; provided, however, Operator shall not be deemed in default under this Agreement. 15.2. Operator's Performance. After the expiration of any permitted grace period, if Owner shall have failed to cure any Default in the performance of any covenant or promise on its part to be performed, Operator may, immediately, or at any time thereafter, without further notice, perform the same for the account and at the expense of Owner. Notwithstanding the above, in the case of an emergency, Operator may, after notice to Owner, so perform in Owner's stead prior to the expiration of any applicable grace period; provided, however, Owner shall not be deemed in default under this Agreement. 15.3. Reimbursement. If, pursuant to this Article, Owner or Operator at any time is compelled or elects to (i) pay any sum of money, (ii) do any act which will require the payment of any sum of money, or (iii) incur any expense (including reasonable attorneys' fees) in instituting, prosecuting and/or defending any action or proceeding instituted by reason of Operator's or Owner's failure to reimburse, as herein provided, the sum or sums so paid or 24 Payable by Owner or Operator, as the case may be, with all interest, costs and damages, shall be immediately due from the other upon receipt of a statement therefor. ARTICLE 16 QUIET ENJOYMENT 16.1. Quiet Enjoyment. Owner, for itself, its successors and assigns, agrees that upon the due performance and observance by Operator of the terms, covenants and conditions contained herein, Operator shall, and may, at all times duringthe Term of this Agreement, peaceably and quietly have, hold, and enjoy the Property. Within ten (10) days of the date of the execution of this Agreement, Owner shall obtain for Operator from any present mortgagee or mortgagees of the Property a nondisturbance agreement (the "Nondisturbance Agreement") assuring Operator that in the event of a default and/or foreclosure under such mortgage, Operator's possession and enjoyment of all of its rights under this Agreement shall continue unimpaired. The executed Nondisturbance Agreement shall be delivered by Owner to Operator and shall be recorded of recorded in the real property records of Williamson County, Texas. 16.2. Inspection and Maintenance of Property. Operator agrees that Owner shall have the right at all reasonable times to enter upon and to examine and inspect the Property. Operator further agrees that Owner and any representative of Owner shall have such rights of access to the Property as may be reasonably necessary to cause the proper maintenance of the Property in the event of a Default herewith, or to carry out Owner's obligations and exercise Owner's rights under Article 18, or to determine whether Operator is in compliance with this Agreement. ARTICLE 17 SALE AND ASSIGNMENT 17.1. Operator's Sale or Assignment. Operator shall not assign, sublet or permit an assignment by operation of law of this Agreement or any interest hereunder without the prior written approval of Owner which approval shall not be unreasonably withheld by Owner. If this Agreement is assigned, Owner may collect payments from such assignee or sublessee and shall apply the net amount collected to the rental for which Operator is obligated to pay, but no such collection shall be deemed a waiver of Owner's prior approval or the acceptance of such assignee hereunder. 17.2. Effect of Assignment. Any person who shall by operation of law or otherwise become an assignee of this Agreement or become vested with the leasehold interest hereunder, or a portion thereof, shall be bound by and liable upon all covenants and provisions contained m this Agreement, but neither Operator nor any subsequent tenant whose interest is assigned or divested shall be relieved of liability hereunder. In the case of any transfer or vesting of the 25 interest hereunder, or any part thereof, either through foreclosure proceedings or otherwise by Operation of law, it shall be a condition to the validity of such transfer or vesting of interest that, if so requested by Owner, any person or persons claiming the leasehold interest hereunder, or any Part thereof, so derived shall promptly execute and deliver to Owner a written assumption of the obligations of Operator hereunder, in such form so that such person or persons shall thereupon be bound by and liable upon all the covenants and provisions of this Agreement to the same extent as was Operator. 17.3. Owner's Sale, Lease or Assignment. In the event of the sale or assignment of Owner's interest in this Agreement to another party, sale or assignment the assign thereof ("Owner's Successor") must execute an asump ionua hreement providing for the assignment by Owner's Successor of all ofthe obligations and liabilities of Owner under this Agreement. Additionally, in the event of the sale or lease of the Property, the Forest Creek Golf Course or any portion thereof or in the event of the assignment by City of this Agreement by Owner, as a condition precedent to either of the foregoing, the City must pay in full to Operator the then current unpaid principal balance of Operator's Investment plus all accrued interest thereon. ARTICLE 18 EVENTS OF DEFAULT 18.1. Operator's Default. The occurrence of any of the following events which is not cured in the time permitted herein shall constitute a default under this Agreement (hereinafter referred to as a "Default"): 18.1.1. If Operator fails to pay any sums payable under this Agreement when and as the same shall become due and payable, and said failure shall continue for a period of twenty (20) days after written notice (specifying the item not paid) thereof from Owner to Operator to cure any payment failure. 18.1.2. If Operator shall fail in the performance of or compliance with any of the covenant, agreements, terms or conditions contained in this Agreement, other than that referred to in the immediately preceding Paragraph, and such failure shall continue for a period of thirty (30) days after written notice thereof from Owner to Operator specifying in detail the nature of such failure, or, in the case such failure cannot be cured with due diligence within thirty (30) days, Operator fails to proceed promptly and with all due diligence to cure the same and thereafter to prosecute the curing of such failure with all due diligence [it being intended that in connection with a failure not susceptible of being cured with due diligence within thirty (30) days, that the time within which to cure the same shall be extended for such period as may be reasonably necessary to complete the same with all due diligence]. 18.1.3. If the Forest Creek Golf Course shall fail to generate Gross Receipts during any twelve month period beginning on June 1 of each calender 26 Year and ending on May 31 of the subsequent calender year during the Term of this Agreement of at least FIVE HUNDRED THOUSAND AND N0/100 DOLLARS ($500,000.00), it shall be considered as a Default of Operator. The Parties hereto acknowledge and agree that said failure shall not be considered as a Default if any Unavoidable Delay, as defined in Article 21 hereof, caused or significantly contributed to such failure. 18.2. Owner's Default. The occurrence of any of the following events which is not cured in the time permitted herein shall constitute a default under this Agreement (hereinafter referred to as a "Default"): 18.2.1. If Owner shall fail to pay any sums payable to Operator under this Agreement when and as the same shall become due and payable and such failure shall continue for a period of twenty (20) days after written notice thereof from Operator to Owner. 18.2.2. If Owner shall fail in the performance of or compliance with any of the covenants, agreements, terms, or conditions contained in this Agreement and such failure shall continue for a period of thirty (30) days after written notice thereof from Operator to Owner specifying in detail the nature of such failure, or, in the case such failure cannot with due diligence be cured within thirty (30) days, Owner fails to proceed promptly and with all due diligence to cure the same and thereafter prosecute the curing of such failure with all due diligence it being intended that in connection with a failure not susceptible of being cured with due diligence within thirty (30) days, that the time within which to cure the same shall be extended for such period as may be necessary to complete the same with all due diligence. ARTICLE 19 REMEDIES 19.1. Owner's Remedies. Upon the occurrence of a Default by Operator which is not cured within the time permitted, Owner shall be entitled to proceed with the following remedies as set forth below: 19.1.1. Right To Remedy Defaults of Operator. Owner may remedy any Default of Operator, and in connection with such remedy, Owner may pay all expenses and employ counsel, and all sums so expended or obligations incurred by Owner in connection therewith shall be paid by Operator to Owner, upon demand by Owner, and on failure of such reimbursement, Owner may, at Owner's option, deduct all costs and expenses incurred in connection with 27 remedying a Default of Operator from the next sums subsequently becoming due to Operator from Owner under the terms of this Agreement. 19.1.2. Right To Terminate Agreement. Owner may terminate this Agreement by Owner's written notice of termination to Operator. Upon receipt of Owner's notice of termination of this Agreement, Operator shall surrender possession of the Real Property, Owner's Personal Property Improvements to Owner and assist in an orderly transfer of the pe at ondto another management entity or Owner; provided, however, in the event of the termination of this Agreement arising from a Default by Operator which is not cured within the time permitted, the parties stipulate and agree that in the event of such termination of this Agreement, the unpaid or unreimbursed portion of any amounts owed to Operator including, but not limited to, any Prior Management Fees, Current Management Fees, and interest thereon, shall be deemed to be paid in full not as a penalty but as liquidated damages for the Default by Operator as Owner's sole and exclusive remedy hereunder. 19.1.3. Remedies Not Exclusive With Specific Exceptions. Save and except for (i) the remedy of having the unpaid portion of the Prior Management Fees and any reimbursed amounts owed to Operator, being deemed to have been paid in full in the event of a Default by Operator which is not cured and the termination of this Agreement arising from such Default as provided in Section 19.1.2 hereof, and (ii) the exercise by Owner of the Option To Terminate in accordance with the provisions of Section 19.1.4 hereof, no remedy granted to Owner is intended to be exclusive of any other remedy herein or by law provided, but each shall be cumulative and shall be in addition to every other remedy give hereunder or now or hereafter existing at law, in equity or by statute. No delay or omission of Owner to exercise any right or power accruing upon any Default shall impair Owner's exercise of any right or power or shall be construed to be a waiver of any Default or acquiescence therein. 19.2. Operator's Remedies. Upon the occurrence of a Default which is not cured by Owner within the time permitted, Operator and/or Declarant shall be entitled to proceed with any or all of the following remedies: 19.2.1. Right To Remedy Defaults of Owner. Operator may remedy any Default of Owner, and in connection with such remedy, Operator may pay all expenses and employ counsel, and all sums so expended or obligations incurred by Operator in connection therewith shall be paid by Owner to Operator, upon demand by Operator, and on failure of such reimbursement, Operator may, at Operator's option, deduct all costs and expenses incurred in connection with remedying a Default of Owner from the next sums subsequently becoming due to Owner from Operator under the terms of this Agreement. 19.2.2. Right to Terminate Agreement. Operator may terminate this Agreement by Operator's written notice of termination to Owner. 28 No remedy granted to Operator is intended to be exclusive of any other remedy herein or by law provided, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity or by statute. No delay or omission of Operator to exercise any right or power accruing upon any Default shall impair Operator's exercise of any right or power or shall be construed to be a waiver of any Default or acquiescence therein. 19.3. Attorneys' Fees. In the event Operator or Owner should Default under any of the provisions of this Agreement and the nondefaultin g party should employee s or incur other expenses for the enforcement of performance or bservance of any obligation rya agreement on the part of the defaulting party, the defaultinga g nondefaulting party the reasonable fees of such attorneys and such other expenses reasonably pay to e incurred. y ARTICLE 20 TERMINATION 20.1. Termination. The Term of this Agreement shall terminate on the occurrence of any of the events set forth in Paragraphs 20.1.1 through 20.1.4 below: 20.1.1. A Default by Operator which is not cured within the time permitted and Owner sends to Operator a written notice of termination for cause; 20.1.2. A Default by Owner which is not cured within the time permitted and Operator sends to Owner a written notice of termination for cause; 20.1.3. The expiration of the Term of this Agreement; and 20.1.4. In the event that Owner delivers written notice of the exercise by Owner of the Early Termination Option in accordance with the provisions of Section 4.1 hereof. ARTICLE 21 UNAVOIDABLE DELAYS The provisions of this Article shall be applicable if there shall occur during the Term of this Agreement or prior to the Commencement Date any of the following (hereinafter collectively referred to as "Unavoidable Delays"): (i) acts of God, governmental restrictions, regulations or controls, enemy or hostile governmental action, civil commotion, fire, or other casualty; or (ii) other conditions similar to those enumerated in this Article beyond the reasonable control of the party obligated to perform. As the result of any of the above described events, if Owner or Operator shall fail punctually to perform any obligation on its part to be performed under this Agreement, then, upon written notice to the other, within ten (10) days of such event, such failure shall be excused and not be a breach of this Agreement by the party claiming an 29 unavoidable delay, but only to the extent occasioned by such event. If any right or option of either party to take any action under or with respect to the Term of this Agreement is conditioned upon the same being exercised within any prescribed period of time or at or be a named date, then such prescribed period of time or such named date shall be deemed to be fore extended or delayed, as the case may be, upon written notice, as provided above, for a time equal to the period of the unavoidable delay. Notwithstanding anything contained herein to the contrary, the provisions of this Article shall not be applicable to Operator's or Owner's obligation to pay any sums, monies, costs, charges or expenses required to be paid pursuant to the terms of this Agreement. ARTICLE 22 OPERATOR'S OBLIGATIONS 22.1. Independent Corporation. Owner recognizes and acknowledges that Operator is an independent corporation, chartered under the laws of the State of Texas, and is solely responsible for the obligations and liabilities recited herein, arising hereunder, or in any manner related to the transactions contemplated hereby, and Owner further recognizes and acknowledges that no other entity or entities, including (i) the parent corporation of Operator, Golf Holding Inc., (ii) any officer, employee or individual, or (iii) any corporation affiliated with Operator, is in any manner liable or responsible for the obligations and liabilities of Operator, whether recited herein, arising hereunder, or in any manner related to the transactions contemplated hereby. 22.2. Entire Agreement. This Agreement embodies the entire agreement and understanding of Owner and Operator relating to the subject matter hereof and supersedes all Prior representations, agreements and understandings, oral or written, relating to such subject matter. Neither this Agreement nor any provision hereof may be amended, enlarged, modified, waived, discharged or terminated orally, but only as expressly provided herein or by an instrument signed by Owner and Operator. ARTICLE 23 NOTICES Any notices or other communications required or permitted hereunder shall iently be suffic given if in writing and (i) delivered personally, (ii) forwarded by prepaid tele ram or (iii) sent o by certified mail, return receipt requested, postage prepaid, addressed as shwn below, or to such other address as the party concerned may substitute by written notice to the other. All notices personally delivered shall be deemed received on the date of delivery. All notices forwarded by prepaid telegram shall be deemed received two (2) days after the date same are sent. All notices forwarded by mail shall be deemed received on a date seven (7) days (excluding Sundays and holidays) immediately following date of deposit in the U.S. mail; provided, however, the return receipt indicating the date upon which all notices were received shall be rima fKk evidence that such notices were received on the date on the return receipt. 30 If to Owner: CITY OF ROUND ROCK, TEXAS 221 E. Main Round Rock, Texas 78664 Attention: City Manager With a co nv to: Stephan L. Sheets 309 E. Main Round Rock, Texas 78664 If to Operator: CCA SILBAND/GOLFCORP/ROUND ROCK, INC. 3030 LBJ Freeway, Suite 350 Dallas, Texas 75234 Attention: President With a co Uv to: McCauley, Macdonald, Love & Devin, P.C. 3030 LBJ Freeway, Suite 240 Dallas, Texas 75234 Attention: John M. Theirl, Esq. The addresses and addressees may be changed by giving notice of such change in the manner provided herein for giving notice. Unless and until such written notice is received, the last address and addressee given shall be deemed to continue in effect for all purposes. No notice to either Owner or Operator shall be deemed given or received unless the entity noted "With a copy to,, is simultaneously delivered notice in the same manner as any notice given to either Owner or Operator. ARTICLE 24 GENERAL PROVISIONS 24.1. No Broker. Owner and Operator each warrant that no real estate broker or person acting as such was consulted or dealt with by them in connection with or had any part in interesting them to enter into this Agreement. Each party shall hold the other harmless from any liability or expense incurred by the other party because of any claim for commission, fees or other compensation made by any real estate broker or other person based on claims contrary to this warranty. 24.2. Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 31 24.3. Successors and Assigns. This Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns whenever the context so requires or permits. 24.4. Time. Time is of the essence in this Agreement and each and all of its provisions. Any extension of time granted for the performance of any duty or obligation under this Agreement shall not be considered an extension of time for the performance of any other duty or obligation under this Agreement. 24.5. Severability. Except as expressly provide to the contrary herein, each section, Pte, term, or provision of this Agreement shall be considered severable, and if for any reason any section, part, term, or provision herein is determry ined to be invalid and contrato or in conflict with any existing or future law or regulation by a court or agency having valid jurisdiction, such determination shall not impair the operation of or have any other affect on other sections, parts, terms, or provisions of this Agreement as may remain otherwise intelligible, and the latter shall continue to be given full force and effect and bind the parties hereto, and said invalid sections, parts, terms, or provisions shall be deemed not to be a part of this Agreement. 24.6. Applicable Law. This Agreement has been executed and delivered in the State of Texas and shall be construed in accordance with the laws of the State of Texas. Any action brought to enforce or interpret this Agreement shall be brought in the court of appropriate jurisdiction in the jurisdiction in which the Property p rty is located. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or considering same shall not apply the presumption that the terms hereof shall be more strictly construed against a party by reason of the rule or conclusion that a document should be construed more e; it being agreed that reeme strictly against the party who itself or through its agent prepared the sam all parties hereto have participated in the preparation of this Agnt and that legal counsel was consulted by each responsible party before the execution of this Agreement. 24.7• Amendment and Waiver. This Agreement may not be amended or modified in any way except by an instrument in writing executed by all parties hereto; provided, however, either Owner or Operator may, in writing, (i) extend the time for performance of any of the obligations of the other, (ii) waive any inaccuracies and representations by the other contained in this Agreement, (iii) waive compliance by the other with any of the covenants contained in this Agreement, and (iv) waive the satisfaction of any condition that is precedent to the performance by the party so waiving of any of its obligations under this Agreement. 24.8. No Joint Venture. Nothing contained herein shall be deemed or construed by partnership, or (iii) a joint venture between the parties hereto. the parties hereto or by any third party as creating the relationshipof i ( ) principal agent, (ii) a 24.9. Exhibits. All Exhibits attached hereto are incorporated herein by this reference as if fully set forth herein; provided, however, in the event that at the time of the execution of this Agreement any of the Exhibits to be attached are incomplete, the parties shall use their best efforts to complete such Exhibits at the earliest possible date. To the extent this Agreement may be rendered unenforceable by the lack of completion of any of the Exhibits, such defect shall 32 be cured as such incomplete Exhibits are made complete in accordance with this Section, except to the extent that such Exhibits are deemed and stipulated by the parties to be complete on the execution of this Agreement by the parties hereto. If any Exhibits are subsequently changed by the mutual written agreement of the parties, the Exhibits shall be modified to reflect such change or changes and initialed by the parties. 24.10. Captions. Captions, titles to sections, and paragraph headings used herein are for convenience or reference and shall not be deemed to limit or alter any provision hereof. 24.11. Survival. All covenants, agreements, representations, and warranties made herein shall survive the execution and delivery of this Agreement. All other documents and instruments to be executed and delivered in accordance herewith shall continue in full force and effect. 24.12. Governing Document. This Agreement shall governing the event of any inconsistency between this Agreement and any of the Exhibits attached hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper, duly authorized corporate officers, all as of the day and year first above set forth. OWNER: Attest: CITY OF ROUND ROCK, TEXAS By: 0kN0j)tAA P By: 6YA5Ay ScC,�ETA Name: Art' CUGP�PPEiP✓ Title: rnA�/OR OPERATOR: Attest: CCA SILBAND/GOLFCORP/ROUND ROCK, INC. By. By: t�XE6*T/VE- /57r NT— Name: Title: 33 City of Round Rock,Texas Exhibit A Monthly Debt Payment Schedule Monthly City Payment Due Payment Payment Number Date Amount/T1 Amount 1 06/01/95 39,784.06 2 07/01/95 39,784.06 3 08/01/95 39,784.06 4 09/01/95 39,784.06 5 10/01/95 39,784.06 6 11/01/95 49,784.06 7 12/01/95 49,784.06 8 01/01/96 49,784.06 9 02/01/96 39,784.06 10 03/01/96 39,784.06 11 04/01/96 39,784.06 12 05/01/96 60.000.00 Total 527,624.66 477.408.67 13 06/01/96 48,000.00 14 07/01/96 48,000.00 15 08/01/96 48,000.00 16 09/01/96 48,000.00 17 10/01/96 48,000.00 18 11/01/96 38,170.00 19 12/01/96 38,170.00 20 01/01/97 38,170.00 21 02/01/97 38,170.00 22 03/01/97 38,170.00 23 04/01/97 38,170.00 24 05/01/97 60.000.00 Total 529.020.00 458.040.00 25 06/01/97 48,000.00 26 07/01/97 48,000.00 27 08/01/97 48,000.00 28 09/01/97 48,000.00 29 10/01/97 48,000.00 (')Debt service payments are to be 30 11/01/97 38,222.92 made according to this schedule 31 12/01/97 38,222.92 from gross receipts to the extent 32 01/01/98 38,222.92 they are available. Once the full 33 02/01/98 38,222.92 amount of the annual bond debt 34 03/01/98 38,222.92 payment has been funded, no 35 04/01/98 38,222.92 further payment will be due during 36 05/01/98 60.000.00 that term year. Total 529.337 52 458.675 00 debtsvc\golfpmt City of Round Rock,Texas Exhibit A Monthly Debt Payment Schedule Monthly City Payment Due Payment Payment Number Date Amount(*) Amount 37 06/01/98 48,000.00 38 07/01/98 48,000.00 39 08/01/98 48,000.00 40 09/01/98 48,000.00 41 10/01/98 48,000.00 42 11/01/98 38,247.71 43 12/01/98 38,247.71 44 01/01/99 38,247.71 45 02/01/99 38,247.71 46 03/01/99 38,247.71 47 04/01/99 38,247.71 48 05/01/99 60.000.00 Total 529.486.26 458.972.50 49 06/01/99 48,000.00 50 07/01/99 48,000.00 51 08/01/99 48,000.00 52 09/01/99 48,000.00 53 10/01/99 48,000.00 54 11/01/99 38,247.71 55 12/01/99 38,247.71 56 01/01/00 38,247.71 57 02/01/00 38,247.71 58 03/01/00 38,247.71 59 04/01/00 38,247.71 60 05/01/00 60.000.00 Total 529.486.26 458,972.50 61 06/01/00 48,000.00 62 07/01/00 48,000.00 63 08/01/00 48,000.00 64 09/01/00 48,000.00 65 10/01/00 48,000.00 (')Debt service payments are to be 66 11/01/00 38,218.13 made according to this schedule 67 12/01/00 38,218.13 from gross receipts to the extent 68 01/01/01 38,218.13 they are available. Once the full 69 02/01/01 38,218.13 amount of the annual bond debt 70 03/01/01 38,218.13 payment has been funded, no 71 04/01/01 38,218.13 further payment will be due during 72 05/01/01 60.000.00 that term year. Total 529.308 78 458.617.50 debtsvc\golfpmt City of Round Rock,Texas Exhibit A Monthly Debt Payment Schedule Monthly City Payment Due Payment Payment Number Date Amount(*f Amount 73 06/01/01 48,000.00 74 07/01/01 48,000.00 75 08/01/01 48,000.00 76 09/01/01 48,000.00 77 10/01/01 48,000.00 78 11/01/01 38,158.13 79 12/01/01 38,158.13 80 01/01/02 38,158.13 81 02/01/02 38,158.13 82 03/01/02 38,158.13 83 04/01/02 38,158.13 } 84 05/01/02 60.000.00 Total 528.948 78 457.897.50 85 06/01/02 48,000.00 86 07/01/02 48,000.00 87 08/01/02 48,000.00 88 09/01/02 48,000.00 89 10/01/02 48,000.00 90 11/01/02 38,066.88 91 12/01/02 38,066.88 92 01/01/03 38,066.88 93 02/01/03 38,066.88 94 03/01/03 38,066.88 95 04/01/03 38,066.88 96 05/01/03 60.000.00 Total 528,401.28 456.802.50 97 06/01/03 48,000.00 98 07/01/03 48,000.00 99 08/01/03 48,000.00 100 09/01/03 48,000.00 101 10/01/03 48,000.00 (*)Debt service payments are to be 102 11/01/03 38,360.21 made according to this schedule 103 12/01/03 38,360.21 from gross receipts to the extent 104 01/01/04 38,360.21 they are available. Once the full 105 02/01/04 38,360.21 amount of the annual bond debt 106 03/01/04 38,360.21 payment has been funded, no 107 04/01/04 38,360.21 further payment will be due during 108 05/01/04 60.000.00 that term year. Total 530.16126 460.322.50 debtsvclgolfpmt city of Round Rock,Texas Exhibit A Monthly Debt Payment Schedule Monthly City Payment Due Payment Payment Number Date Amount(T) Amount 109 06/01/04 48,000.00 110 07/01/04 48,000.00 111 08/01/04 48,000.00 112 09/01/04 48,000.00 113 10/01/04 48,000.00 114 11/01/04 38,186.46 115 12/01/04 38,186.46 116 01/01/05 38,186.46 117 02/01/05 38,186.46 118 03/01/05 38,186.46 119 04/01/05 38,186.46 120 05/01/05 60.000.00 Total 529.118 76 458.237.50 121 06/01/05 48,000.00 122 07/01/05 48,000.00 123 08/01/05 48,000.00 124 09/01/05 48,000.00 125 10/01/05 48,000.00 126 11/01/05 38,395.42 127 12/01/05 38,395.42 128 01/01/06 38,395.42 129 02/01/06 38,395.42 130 03/01/06 38,395.42 131 04/01/06 38,395.42 132 05101/06 60,000.00 00.00 Total 530,372.52 460.745 00 133 06/01/06 48,000.00 134 07/01/06 48,000.00 135 08/01/06 48,000.00 136 09/01/06 48,000.00 137 10/01/06 48,000.00 138 11/01/06 38,159.58 (')Debt service payments are to be 139 made according to this schedule 12/01/06 38,159.58 from gross receipts to the extent 140 01/01/07 38,159.58 they are available. Once the full 141 02/01/07 38,159.58 amount of the annual bond debt 142 03/01/07 38,159.58 Payment has been funded, no 143 04/01/07 38,159.58 144 05/01/07 60.000.00 further payment will be due during that term year. Total 528.957 48 457.915 00 debtsvclgolfpmt City of Round Rock,Texas Exhibit A Monthly Debt Payment Schedule Monthly City Payment Due Payment Payment Number Date Amount nt 1*1 Amount 145 06/01/07 48,000.00 146 07/01/07 48,000.00 147 08/01/07 48,000.00 148 09/01/07 48,000.00 149 10/01/07 48,000.00 150 11/01/07 38,305.42 151 12/01/07 38,305.42 152 01/01/08 38,305.42 153 02/01/08 38,305.42 154 03/01/08 38,305.42 155 04/01/08 38,305.42 156 05/01/08 60__000.00 Total 529.832 52 459.665 00 157 06/01/08 48,000.00 158 07/01/08 48,000.00 159 08/01/08 48,000.00 160 09/01/08 48,000.00 161 10/01/08 48,000.00 162 11/01/08 38,392.08 163 12/01/08 38,392.08 164 01/01/09 38,392.08 165 02/01/09 38,392.08 166 03/01/09 38,392.08 167 04/01/09 38,392.08 168 05/01/09 60,000.00 Total 530,352 48 460.705 00 169 06/01/09 48,000.00 170 07/01/09 48,000.00 171 08/01/09 48,000.00 172 09/01/09 48,000.00 173 10/01/09 48,000.00 (`)Debt service payments are to be 174 11/01/09 38,417.92 made according to this schedule 175 12/01/09 38,417.92 from gross receipts to the extent 176 01/01/10 38,417.92 they are available. Once the full 177 02/01/10 38,417.92 amount of the annual bond debt 178 03/01/10 38,417.92 payment has been funded, no 179 04/01/10 38,417-92 180 further payment will be due during 05/01/10 60.000.00 that term year. Total 530.507 52 461.015 00 debtsvc\golfpmt City of Round Rock,Texas Exhibit A Monthly Debt Payment Schedule Monthly City Payment Due Payment Payment Number Date Amount(*) Amount 181 06/01/10 48,000.00 182 07/01/10 48,000.00 183 08/01/10 48,000.00 184 09/01/10 48,000.00 185 10/01/10 48,000.00 186 11/01/10 38,381.25 187 12/01/10 38,381.25 188 01/01/11 38,381.25 189 02/01/11 38,381.25 190 03/01/11 38,381.25 191 04/01/11 38,381.25 192 05/01/11 60.000.00 Total 530,287.50 460.575 00 193 06/01/11 48,000.00 194 07/01/11 48,000.00 195 08/01/11 48,000.00 196 09/01/11 48,000.00 197 10/01/11 48,000.00 198 11/01/11 38,280.42 199 12/01/11 38,280.42 200 01/01/12 38,280.42 201 02/01/12 38,280.42 202 03/01/12 38,280.42 203 04/01/12 38,280.42 204 05/01/12 60.000.00 Total 529 682.52 459.365 00 205 06/01/12 48,000.00 206 07/01/12 48,000.00 207 08/01/12 48,000.00 208 09/01/12 48,000.00 209 10/01/12 48,000.00 (`)Debt service payments are to be 210 11/01/12 38,088.75 211 made according to this schedule 12/01/12 38,088.75 from gross receipts to the extent 212 01/01/13 38,088.75 they are available. Once the full 213 02/01/13 38,088.75 amount of the annual bond debt 214 03/01/13 38,088.75 payment has been funded,no 215 04/01/13 38,088.75 further payment will be due during 216 05/01/13 60,000.00 that term year. Total 528.532 50 457.065.00 debtsvclgolfpmt City of Round Rock,Texas Exhibit A Monthly Debt Payment Schedule Monthly City Payment Due Payment Payment Number Date Amount(*) Amount 217 06/01/13 48,000.00 218 07/01/13 48,000.00 219 08/01/13 48,000.00 220 09/01/13 48,000.00 221 10/01/13 48,000.00 222 11/01/13 38,262.50 223 12/01/13 38,262.50 224 01/01/14 38,262.50 225 02/01/14 38,262.50 226 03/01/14 38,262.50 227 04/01/14 38,262.50 228 05/01/14 60.000.00 Total 529.575 00 459.150.00 229 06/01/14 48,000.00 230 07/01/14 48,000.00 231 08/01/14 48,000.00 232 09/01/14 48,000.00 233 10/01/14 48,000.00 234 11/01/14 37,942.71 235 12/01/14 37,942.71 236 01/01/15 37,942.71 237 02/01/15 37,942.71 238 03/01/15 37,942.71 239 04/01/15 37,942.71 240 05/01/15 60.000.00 Total 527,656 26 455.312 50 241 06/01/15 48,000.00 242 07/01/15 48,000.00 243 08/01/15 48,000.00 244 09/01/15 48,000.00 245 10/01/15 48,000.00 (*)Debt service payments are to be 246 11/01/15 37,968.75 247 made according to this schedule 12/01/15 37,968.75 from gross receipts to the extent 248 01/01/16 37,968.75 they are available. Once the full 249 02/01/16 37,968.75 250 amount of the annual bond debt 03/01/16 37,968.75 payment has been funded, no 251 04/01/16 37,968.75 further payment will be due during 252 05/01/16 60.000.00 that term year. Total 527.812 50 455.625 00 debtsvc\golfpmt City of Round Rock,Texas Exhibit A Monthly Debt Payment Schedule Monthly City Payment Due Payment Payment Number Date Amount( ) Amount 253 06/01/16 48,000.00 254 07/01/16 48,000.00 255 08/01/16 48,000.00 256 09/01/16 48,000.00 257 10/01/16 48,000.00 258 11/01/16 37,916.67 259 12/01/16 37,916.67 260 01/01/17 37,916.67 261 02/01/17 37,916.67 262 03/01/17 37,916.67 263 04/01/17 37,916.67 264 05/01/17 60,000.00 Total 527,500 02 455 000.00 265 06/01/17 48,000.00 266 07/01/17 48,000.00 267 08/01/17 48,000.00 268 09/01/17 48,000.00 269 10/01/17 48,000.00 270 11/01/17 37,786.46 271 12/01/17 37,786.46 272 01/01/18 37,786.46 273 02/01/18 37,786.46 274 03/01/18 37,786.46 275 04/01/18 37,786.46 276 05/01/18 60,000.00 Total 526,718.76 453.437 50 277 06/01/18 48,000.00 278 07/01/18 48,000.00 279 08/01/18 48,000.00 280 09/01/18 48,000.00 281 10/01/18 48,000.00 282 11/01/18 (`)Debt service payments are to be 37,578.13 made according to this schedule 283 12/01/18 37,578.13 from gross receipts to the extent 284 01/01/19 37,578.13 they are available. Once the full 285 02/01/19 37,578.13 286 amount of the annual bond debt 03/01/19 37,578.13 payment has been funded, no 287 04/01/19 37,578.13 further payment will be due during 288 05/01/19 60,000.00 that term year. Total 525.468 78 450.937 50 debtsvc\golfpmt City of Round Rock,Texas Exhibit A Monthly Debt Payment Schedule Monthly City Payment Due Payment Payment Number Date Amount( ) Amount 289 06/01/19 48,000.00 290 07/01/19 48,000.00 291 08/01/19 48,000.00 292 09/01/19 48,000.00 293 10/01/19 48,000.00 294 11/01/19 37,708.33 295 12/01/19 37,708.33 296 01/01/20 37,708.33 297 02/01/20 37,708.33 298 03/01/20 37,708.33 299 04/01/20 37,708.33 300 05/0120 60.000.00 Total 526,249.98 452.500 00 301 06/0120 48,000.00 302 07/0120 48,000.00 303 08/0120 48,000.00 304 09/0120 48,000.00 305 10/0120 48,000.00 306 11/0120 37,734.38 307 12/0120 37,734.38 308 01/0121 37,734.38 309 02/0121 37,734.38 310 03/0121 37,734.38 311 04/0121 37,734.38 312 05/0121 60.000.00 Total 526.406 28 452.812 50 313 06/0121 48,000.00 314 07/0121 48,000.00 315 08/0121 48,000.00 316 09/0121 48,000.00 317 10/0121 48,000.00 318 11/0121 37,656.25 (*)Debt service payments are to be 319 made according to this schedule 12/0121 37,656.25 from gross receipts to the extent 320 01/0122 37,656.25 they are available. Once the full 321 02/0122 37,656.25 amount of the annual bond debt 322 03/0122 37,656.25 323 04/0122 37,656.25 Payment has been funded, no 324 further payment will be due during 05/0122 60 000.00 that term year. Total 525.937 50 451.875 00 debtsvclgolfpmt City of Round Rock,Texas Exhibit A Monthly Debt Payment Schedule Monthly City Payment Due Payment Payment Number Date Amount(") Amount 325 06/01/22 48,000.00 326 07/01/22 48,000.00 327 08/01/22 48,000.00 328 09/01/22 48,000.00 329 10/01/22 48,000.00 330 11/01/22 37,473.96 331 12/01/22 37,473.96 332 01/01/23 37,473.96 333 02/01/23 37,473.96 334 03/01/23 37,473.96 335 04/01/23 37,473.96 336 05/01/23 60.000.00 Total 524.843.76 449.687.50 337 06/01/23 48,000.00 338 07/01/23 48,000.00 339 08/01/23 48,000.00 340 09/01/23 48,000.00 341 10/01/23 48,000.00 342 11/01/23 37,604.17 343 12/01/23 37,604.17 344 01/01/24 37,604.17 345 02/01/24 37,604.17 346 03/01/24 37,604.17 347 04/01/24 37,604.17 348 05/01/24 60.000.00 Total 525,625.02 451.250.00 349 06/01/24 48,000.00 350 07/01/24 48,000.00 351 08/01/24 48,000.00 352 09/01/24 48,000.00 353 10/01/24 48,000.00 (`)Debt service payments are to be 354 11/01/24 37,187.50 made according to this schedule 355 12/01/24 37,187.50 from gross receipts to the extent 356 01/0125 37,187.50 they are available. Once the full 357 02/0125 37,187.50 amount of the annual bond debt 358 03/0125 37,187.50 payment has been funded, no 359 04/0125 37,187.50 further payment will be due during 360 05/0125 60,000.00 that term year. Total 523.125.00 446.250.00 Grand total 13.714.833.67 debtsvc\golfpmt City of Round Rock,Texas Exhibit B New Bonds Debt Payment Due Date Amount Total 12/01/95 $238,704 06/01/96 238,704 $477,409 12/01/96 229,020 06/01/97 229,020 458,040 12/01/97 229,338 06/01/98 229,338 458,675 • 12/01/98 229,486 06/01/99 229,486 458.973 12/01/99 229,486 06/01/00 229,486 458,973 12/01/00 229,309 06/01/01 229,309 458,618 12/01/01 228,949 06/01/02 228,949 457,898 12/01/02 228,401 06/01/03 228.401 456,803 12/01/03 230,161 06/01/04 230,161 460,323 12/01/04 229,119 06/01/05 229,119 458.238 12/01/05 230,373 06/01/06 230,373 460,745 12/01/06 228,958 06/01/07 228,958 457,915 12/01/07 229,833 06/01/08 229.833 459,665 debtsvc\golfpmt City of Round Rock,Texas Exhibit B New Bonds Debt Payment Due Date Amount Total 12/01/08 230,353 06/01/09 230,353 460,705 12/01/09 230,508 06/01/10 230,508 461,015 12/01/10 230,288 06/01/11 230,288 460,575 12/01/11 229,683 06/01/12 229,683 459,365 12/01/12 228,533 06/01/13 228,533 457,065 12/01/13 229,575 06/01/14 229,575 459,150 12/01/14 227,656 06/01/15 227,656 455,313 12/01/15 227,813 06/01/16 227,813 455,625 12/01/16 227,500 06/01/17 227,500 455,000 12/01/17 226,719 06/01/18 226.719 453,438 12/01/18 225,469 06/01/19 225,469 450.938 12/01/19 226,250 06/01/20 226,250 452,500 12/01/20 226,406 06/01/21 226,406 452,813 debtsvclgolfpmt City of Round Rock,Texas Exhibit B New Bonds Debt Payment Due Date Amount Total 12/01/21 225,938 06/01/22 225,938 451.875 12/01/22 224,844 06/01/23 224,844 449,688 12/01/23 225,625 06/01/24 225,625 451.250 • 12/01/24 223,125 06/01/25 223,125 446,250 Grand Total $13.714.834 debtsvc\golfpmt Exhibit "C" 40ratorl's Personal Property Additional Ownership Serial Equipment As Number In Use At Noted if Qt1[ Golf Course Below Applicable 1 Black Office Chair Doug Turner 1 Burn Pouramatic coffee Disp Sysco 1 Manitowaoc Ice Machine Cold, Inc 1 Small Capacity Ice Machine GolfCorp 1 BIB Coke Dispenser Coca-Cola 1 Coke Machine Coca-Cola 1 Jacobsen LF100 Austin Count Club 1 Cushman Truckster 3 wheel (Old) Plantation 1 National 5 Gang Pull Behind Plantation 1 Jacobsen Turfcat Plantation 1 Ransomes 350D Plantation 1 Aerwa , S ker Austin Country Club E1 Oathe 800 Blower Austin Counq Club Popcorn Machine GolfCorp 1 2 Coca Cola Coolers Coca Cola EXHIBIT "D" Item 7/24/95 Ownership Serial Number if Forest Creek applicable unless otherwise noted. 1 Wooden desk with side return 1 wooden fax stand 1 Omnifax g36d fax machine 1 white bookshelf 1 bubblejet printer 1 US Security safe 18 Corkboards 11 Hanging file folders ,1 metal desk + 12 business card holders 11 small wihte board, (Dry Erase) , 1 4 drawer file cabinet 3 Plastic floor stand organizers 2 rubbermaid trash cans 1 blue office chair b 3 connect plastic bins 13 Counter wood display holders.... 11 Radio Shack amplifier 2 Radio Shack outside speakers.. r1nec12 Misc. microphones. ! dea address stamps cellular phone ---- 5 motorola 2 way radios L6comdiaal eedom system 2 way radio arp er3220 Cash register Plastic hangers phones !75 Assorted fixture hangers .. 8 assorted snack bar tables 4 snack bar stools loan I McCall standup freezer 1 True Refregerator I 1 Beverage Air Freezer�Refrigerator combination i 1 Beverage Air Beer Tap !1 Tea Dispensor, plastic 1 Chip Holder 1 holmes 3 speed fan FISharp er23855 Cash REgister agnovox TV Il Magnovox VCR 1 Mirrored Display 12 Covered multiuse waste baskets '3 large plastic waste basket �2MKitchen size waste baskets FP 1 Panosonic Microwave i 1 Star Hot dog machine 1 OMAS USA Meat cutter i 2 Large Bulletin Boards e 18IBER G06 dispe... I 2 American Watercare Water Softners i 4 Misc. Golf Prints 1 Club Car RAnge Cart 1 Gufstaffson Range Ball washer 11 50 foot heavy duty water hose '4 metal outside patio tables i 12 metal outside chairs F18mini slot letter boards and letters Carts on path Corex signs ' 40 Misc, corex mesage signs ' 2 various message banners 5 clip boards i 1 24 hour Mitsubishi VCR- Surveillance 1 Survellance monitor 1 Beverage Cart, EZGO I Easy Picker 5 gang ball picker 1 Easy Picker High Capacity range bail washer 1400 Dozen Range Balls 7 Movable wooden merchandise displays... 1 Acros 386sx computer and Monitor j i 1 Epson Action Laser II Printer MAINTENANCE 1 Oak desk 3 office chairs j 1 10 key Calculator ti 8210 1.drawer file cabinet 1.386 COmputer and monitor 1 Fijutsu D14300 Printer ' 1 Computer Desk 1 Ram Bird Maxi Interface Module ' 4 Circuti Boards, Maxi system 00423 3.Terminal strips by Maxi 631,895 1 Controller by Rainbird 27KJ ;2 par aid cup cutters 768,114 'I par aide turf mender 6" 2 Par aid cup setters j 2 Scotts SRI rotary spreader i4 Scotts drop spresder 36" ' 12 Flymo cutters ' 5 Spiker reels Jac Tri Kin 0050026&27 1 Dayton steam cleaner 1 Padduk master walls sprayer j i I Eyewas station j 1 Speed air compressor io328902-013452 6 Jacobsen verti cut reels ,Hurple Kleen Parts washer '3 hadn operated grease guns 2 pnuematic grease guyns .Lawson nut and bolt bin .Dayton 12" drill press ,Ir24859 (Folly back capper i (Neary Back Lapeer 12,930 , 3,1361 1 Metal office desk i 1 Rolling file cabinet ' 2 EZGO xt500 I i !1 Jacobsen Greensking IV 2,302' i 1 Jacobsen Greensking IV i 2,301' I1 Jacobsen Greensking IV ;Jacobsen LF 100 2,296 2,243 Ijacobsen.LF 100 i 2,143 i jAdf9fift C- G.I IK=bota n Trap 'Rake j F2100 Rotary ' 4aa8i i 4,266 1 Bench Vise ; 3/8 Impact wrench 13/8 impact Buttherfly I ' I 12 -Jacobsen 20" push mower Kubota blower attachement i 101,000,020 [(C(. ushman GTI , ushman GTI ' 631,521 (National 68" Triplex 1 631,431 89,010,2101 3 ton dump trailer 1 Cshman core harvestor (Cushman topdresser 60,077,212;' (Cushman vicon frame 20,094,313 i roo84304 Turffpoint vicon frame 11,130 I Vicon Hopper New 1700 I Vicon Hopper damaged 1700 i i FKubota shman truscter 3 wheel 634,387 3250 Tractor idla12993/10318 Kubota vertireel 2411 jtoro green aerfiter (Cannon Box Blade Ryan fwy aerifier it5275 Green machine backpack blower 148,145 Cushman spray tank 939,4851 ja0084754 jJohn deere 310 loader 301a Kubota loader attachment John deere spray rig 10,188 INa ----------------------' IJ ' Faes 5Q I ,19 Turf blankets cover greens ' 16 ball washers 16 mesh trash cans Candy drag broom i FWY Spiker iJunk Treader i Turfco Topdresser (Turf cat mower deck A©O !6 2.5 Gal Gas Cans 16 36"yankee rakes 1 Dolly I 16 Shovels 13 leaf Rakes 124 trap rakes ' t (Assorted signage 12 - 100' 1"hose 1AStro turf dragnet Chain Dragmat i 12' exstension ladder 'Berhovard Back Sprayer !SRI Back Pack spayer i 112 Grass Cathcers for mowers mop bucket ' 16 folding chairs (CCI 25LB IOIL DIP PAN WIRESTRIPPERS 3 SET OF SCREWDRIVERS ASSORTED 14 PC COMBINATION WRENCH 11 PC COMBINATION METRIC WRENCHS IIMPACT DEEEP SOCKET SET 12 PC 1/4 DR SCOKETS 1/2 ELCECT IlM1PACT WRENCH --------------- 21 PC 1/2" SOCKET SET 3/8 UNIVERSAL 5/8 SPARK PLUG SOCKET 113/16 SPARK PLUG SOCKET 8" CUTTING PLIERS i 1 110, 12& 18" CHANNEL LOCKS i 1 SET VISE GRIPS SLEDGE HAMMER 16 LB TUBING CUTTER I FLARING TOOL 1 FEELER GAUGE (ALLEN WRENCH SET STANDARD iALLEN WRENCH SET METRIC 100 PSI XPORTABLE TANK POST HOLE DIGGER SET CHISELS ISET PUNGHES FIRE EXTENGUISHER 121 PLASITC CUP LINERS TOOL BOX, PIGGYBACK ICHIPPING HAMMIER — 12& 14" PIPE WRENCHES (OHM mETER 12 HACK SAWS EASSORTEEDFILES T 1LEPHONE !AM—FM RADIO 12" OSCILATING FAN (DROP LIGHT WITH EXTENSION CORD 112 JUMPER CABLES IORANGE 50'EXTENSION CORD (YELLOW 100'EXTENSION CORD '45' AIRHOSE I I25 FOOT CURLED AIR HOSE (DAYTON ACETELYNE TANK CART 1ACYTELENE OXYGEN GAUGES 6'FOOT STEEL WORK BENCH DAYTON 6" GRINDER (DAYTON 250 AM WELDER I2 WELDING HE )WELDING LEADS 10' ' ;DAYTON BATTERY CHARGER ` ' s PORTER CABLE ROUTER 14 —— 2TON JACKSTANDS ! 12 TON FLOOR JACK 12 10 GALLON WATER COOLERS IDAYTON 36" FLOOR FAN ;1 SMALL REFRIGERATOR i (PROCTOR SILEX COFFEE MAKER SHARP MICROWAVE TAPPAN MAICORWAVE i ! 2 — EP HANDSOAP DISPENSER i 4 — T 127 SHINDIWA WEEDEATER 2 TORO WEE EATERS 1 SHINDIAWA EDGER , ;HOMELITE XL CHAINSW ;5 MACHETES 1POULAN CHAINSAW 60" SPRAYHAWK ;NEEDLE NOSE PLIERS DIAGONAL CUTTERS SLIP JOINT PLIERS SET STANDARD DRILL BITS s 18 & 12" CRESCENT WRENCHES 'TIRE GAUGE PRY BAR ;201 3\8 CHAIN TOW 13 BOOMERS 3/8 :SNAP RING PLIERS TOOL KIT FOR SPRINKELER HEAD 'FORD TOOL BOX ,LAWSON SNAP RING ASSORTMENT PAI HAMMERLOCK ASSORTMENT ' MAKITA ANGLE GRINDER NUEMATIC DIE GRINDER WHEEL PULLER !BEARING PULLER BATTERY TERMINAL CLEANER 12 SLIDE HAMMER jLAWSON SCREW EXTRACTOR ANTIFREEEZE TESTO 'HYDROMETER CHAPSTIC ' LELSTANDS EIGHT OF CUT SCALES OPERATED OIL PUMP 3 -48" FLOREXCENT LIGHTS L2LOPPERS 8'FLAG POLES ' 24" FOLDINGSAW 2 - 12 VOLT SUBMERSIBLE PUMPS 2 - 2 QUART MEASURING CUPS 1 I PAINT STRIPER 'k2PAINT ND SEEDER CYCLONE ' i ALLON SPAR TANK HT TO KNOW CENTER ' DISPENSERS f AIRCOND/HEAT UNIT MINUTEMAN 6 OZ POWER SUPPLY TORO 310OGM TORO CSM72 95,041,011 CUSHMAN GROOMSMASTER 3,078,850,822 95,005,194 CUSHMAN TRUCKSTER 2 Allen Hovercraft Mowers 150027, 50026 j Jacobsen Fairway Sweeper j 3710 Gannon Earthcavator s Kubota VR5740 Verticutter 5 reels T5275 I i i i' Von`� MPAA13 FIELD NOTES FOREST CRM GOLF CUM BEING 185.25 acres of land out of 'the E. W. Matthews Survey, Abstract No. 449, and the John H. Randall Survey, Abstract No. 531, Williamson County, Texas, being all of that certain 15.25 acre tract of land described In a deed to the City of Round Rock recorded In Volume 1853 at Page 855, Official Records, Williamson County, and 170.00 acres out of that certain 582.35 acre tract of land described In a deed to the Ben Franklin Corporation recorded in Volume 1020 at Page 812, Official Records of Williamson County, and being more particularly described by metes and bounds as follows, to wit: TRACT 1 BEGINNING at the most northerly northeast corner of said 582.35 acre tract, said Beginning Point also being the southeast corner of of. Bluff Estates, Phase 2, a subdivision of record filed in Cabinet F. Slide 253, Plat Records of Williamson County; THENCE S 110 59' 28" W a distance of 241.09 feet with the east line of said 582.35 acre tract to an iron rod set at the most northerly corner of said 15.25 acre tract; THENCE S 440 23' 26" E a distance of 362.62 feet to an Iron rod set at the northeast corner of said 15.25 acre tract; THENCE S 120 43' 00" W a distance of 1068.00 feet to an iron rod at the southeast corner of said 15.25 acre tract in the north line of said 582.35 acre tract; THENCE N 890 17' 00" W a distance of 250.00 feet with the north line of said 582.35 acre tract and the south line of said 15.25 acre tract to an Iron rod, from which an Iron rod at the southwest corner of said 15.25 acre tract bears N 890 17' W a distance of 490.00 feet; THENCE traversing the Interior of said 582.35 acre tract, the following described courses and distances to iron rods set: (1) S 000 00' 00" W a distance of 185.00 feet; (2) S 730 08' 37" E a distance of 491.70 feet; (3) N 87° 47' 51" E a distance of 910.67 feet; (4) S 710 18' 25" E a distance of 702.03 feet; (5) S 410 49' 46" E a distance of 249.69 feet; (6) S 120 06' 57" W a distance of 428.54 feet; (7) S 630 30' 59" E a distance of 192.50 feet; (8) S 060 19' 50" W a distance of 195.32 feet; (9) S 670 12' 02" W a distance of 209.34 feet; (10) S 030 27' 20" E a distance of 133.67 feet; (11) S 700 46' 37" W a distance of 337.32 feet; (12) N 370 21' 55" W a distance of 80.59 feet; (13) N 73° 21' 35" W a distance of 861.06 feet; (14) N 790 41' 42" W a distance of 479.02 feet; (15) N 850 13' 05" W a distance of 113.57 feet; (16) N 730 15' 50" W a distance of 97.58 feet; (17) S 610 31' 35" W a distance of 59.27 feet; EXHIBIT ! EN (18) S 140 32' 49" W a distance of 629.23 feet; (19) S 350 34' 39" W a distance of 665.09 feet; (20) N 830 58' 40" W a distance of 213.16 feet; von 2000PAA14 TRACT 1 (Continued) (21) N 550 02' 00" W a distance of 167.70 feet; (22) N 030 13' 30" E a distance of 592.02 feet; (23) N 620 54' 16" E a distance of 231.51 feet;', (24) N 000 00' 00" E a distance of 215.00 feet; (25) N 430 36' 10" E a distance of 290.00 feet; (26) N 080 12' 44" W a distance of 115.12 feet; (27) N 320 48' 33" W a distance of 477.18 feet; (28) N 010 50' 47" W a distance of 532.27 feet; (29) N 470 40' 35" W a distance of 118.82 feet; (30) N 090 17' 54" W a distance of 310.19 feet; (31) N 070 12' 51" E a distance of 786.85 feet; (32) N 500 33' 43" W a distance of 146.28 feet; (33) N 770 28' 40" W a distance of 129.26 feet; (34) S 540 45' 43" W a distance of 574.87 feet; (35) S 410 49' 01" W a distance of 674.91 feet; (36) S 030 16' 37" E a distance of 73.15 feet to an iron rod set In the north line of Golf Road; (37) N 590 49' 56" W a distance of 405.72 feet with the north line of said Golf Road to an iron rod set; (38) N 300 10' 04" E a distance of 42.96 feet; (39) N 070 40' 14" W a distance of 299.68 feet; (40) N 000 39' 17" E a distance of 175.01 feet; (41) N 320 12' 39" E a.distance of 118.19 feet; (42) N 610 45' 31" E a distance of 111.23 feet; (43) N 790 39' 30" E a distance of 231.84 feet; (44) N 580 08' 42" E a distance of 351.95 feet; (45) N 240 26' 38" E a distance of 226.91 feet to an iron rod set in the south line of Golf Road; V0L2060P,-,A15 TRACT 1 (Continued) THENCE along and with the southerly line of Golf Road, the following described four (4) courses and distances: (1) S 880 54' 23" E a distance of 236.04 feet to an Iron rod found at the beginning of a curve to the right; (2) An are distance of 138.62 feet with said curve to the right, said curve having a central angle of 60 59' 52", a radius of 1134.99 feet, tangents of 69.40 feet, and a chord bearing and distance of S 850 244 27" E 138.53 feet, to an iron rod found at the point of tangency of said curve; (3) S 81'. 54' 31" E a distance of 84.27 feet to an iron rod found at the beginning of a curve to the left; (4) An are distance of 240.06 feet with said curve to the left, said curve having a central angle of 590 48' 05", a radius of 230.00 feet, tangents of 132.26 feet, and a chord bearing and distance of N 680 11' 27" E 229.31 feet, to an Iron rod found at the Intersection of the southerly line of said Golf Road and the north line of said 582.35 acre tract; THENCE along and with the north line of said 582.35 acre tract and the south line of said Oak Bluff Estates, Phase 2, the following described three (3) courses and distances: (1) S 880 53' 40" E a distance of 89.20 feet to an iron rod found; (2) S 880 47' 57" E a distance of 380.72 feet to an iron rod found, and; (3) S 890 02' 29" E a distance of 501.86 feet to the Place of Beginning, containing 145.4457 acres of land. SAVE AND EXCEPT PARCEL 1, described as follows, to wit: BEGINNING at an Iron rod set in the Interior of the above described Tract 1, from which the northeast corner of said .582.35 acre tract described In Volume 1020, Page 812, Official Records of Williamson County, (also being the northeast corner of Tract 1), bears N 10' 12' 08" E a distance of 2008.84 feet; THENCE traversing the interior of said 130.1957 acre tract, the following described courses and distances to iron rods set; (1) S 590 10' 43" E a distance of 286.11 feet; (2) S 820 42' 15" E a distance of 256.26 feet; (3) N 840 11' 36" E a distance of 593.04 feet; (4) N 650 03' 22" E a distance of 237.12 feet; (5) S 530 33' 39" E a distance of 665.02 feet; (6) S 10° 14' 05" E a distance of 365.82 feet; (7) S 20° 33' 22" W a distance of 170.88 feet; (8) S 59' 51' 31" W a distance of 115.00 feet; (9) N 68' 55' 55" W a distance of 397.09 feet; (10Y]k 500 37' 50" W a distance of 252.24 feet; �VOL2060FAWE416 PARCEL 1 (Continued) (11) N 860 18' 31" W a distance of 621.29 feet; (12) N 700 27' 48" W a distance of 164.47 feet; (13) S 610 08' 59"'W a distance of 190.66 feet; (14) N 560 43' 30" W a distance of 153.10 feet; (15) N 360 08' 31" W a distance of 220.42 feet; (16) N 250 06' 53" W a distance of 168.12 feet, and; (17) N 180 35' 36" E a distance of 286.88 feet to the Place of Beginning, containing 25.2753 acres of land. r AND ALSO TRACT 2, described as follows, to crit: BEGINNING at an iron rod set in the southerly line of Golf Road, from which the northeast corner of said 582.35 acre tract bears N 550 29' 40" E a distance of 2490.84 feet; THENCE traversing the interior of said 582.35 acre tract, the following described courses and distances to iron rods set; (1) S 030 16' 42" E a distance of 172.03 feet; (2) S 65° 02' 25" W a distance of 323.33 feet; (3) S 100 27' 36" W a distance of 400.32 feet; (4) S 180 21' 32" E a distance of 548.24 feet; (5) S 000 00' 00" E a distance of 161.86 feet; (6) S 45" 35' 55" W a distance of 328.92 feet; (7) S 620 39' 48" W a distance of 132.83 feet; (8) S 190 44' 27" W a distance of 48.14 feet to an iron rod set in the northerly line of Golf Road; (9) N 700 15' 53" W a distance of 146.91 feet with the north line of Golf Road to an iron rod set; (10) N 190 44' 10" E a distance of 96.36 feet; (11) N 19' 13' 50" W a distance of 227.71 feet; (12) N 480 14' 23" W a distance of 187.68 feet; (13) N 900 00' 00" W a distance of 260.00 feet; (14) S 81° 47' 34" W a distance of 475.50 feet; (15) S 64° 17' 29" IV a distance of 95.14 feet; (16) S 46' 47' 24" W a distance of 85.12 feet; (17) S 280 48' 59" W a distance of 293.23 feet to an iron rod set in the north line of Golf Road; VOL 2 AA17 TRALT 2 (Continued) (18) M are distance of 210.00 feet with the north line of said Golf Road, said north line being a curve to the left having a central angle of 230 08' 19". a radius of 520.00 feet, tangents of 106.45 feet, and a chord bearing and distance of N 770 58' 57" W 208.58 feet, to an iron rod set; (19) N 080 31' 04"-W a distance of 103.05 feet; (20) N 570 08' 21" W a distance of 191.67 feet; (21) N 610 28' 37" W a distance of 471.77 feet; (22) N 010 09' 00" E a distance of 224.77 feet; (23) N 300 05' 17" E a distance of 269.28 feet; (24) N 090 10' 59" W a distance of 626.69 feet; (25) N 180 49' 17" W a distance of 132.25 feet; (26) S 75° 00. 00" W a distance of 20.00 feet; (27) N 27° 19' 05" W a distance of 115.46 feet; (28) N 080 41' 22" E a distance of 117.28 feet; (29) N 730 36' 11" E a distance of 200.60 feet; (30) N 250 15* 48" E a distance of 96.35 feet; (31) N 520 48' 39" E a distance of 177.48 feet; (32) N 46° 31' 54" E a distance of 437.22 feet; (33) N 520 16' 52" E a distance of 494.26 feet; (34) N 050 41' 35" W a distance of 286.74 feet; (35) N 890 49' 52" E a distance of 228.02 feet; (36) S 750 38' 46" E a distance of 75.39 feet; (37) S 610 23' 10" E a distance of 75.22 feet; (38) S 25° 08' 10" E a distance of 79.27 feet; (39) S 070 51' 10" W a distance of 81.81 feet; (40) S 540 17' 36" E a distance of 174.08 feet; (41) S 190 39' 22" E a distance of 420.78 feet; (42) S 540 28' 33" E a distance of 475.71 feet; (43) N 360 09' 31" E a distance of 26.21 feet to an iron rod set in the south line of Golf Road; (44) M are distance of 210.32 feet with the south line of said Golf Road, said south line being a curve to the left having a central angle of 220 16' 25", a radius of 541.03 feet, tangents of 106.51 feet, and a chord bearing and distance of S 48' 41' 44" E 209.00 feet, to an iron rod found at the point of tangency of said curve; (45) S 59° 49' 56" E a distance of 530.52 feet with the south line of said Golf Road to the Place of Beginning, containing 118.4600 acres of land. von 2060�a�>:418 SAVE AND F74CEPT PARCEL 2, described as follows, to wit: BEGINNING at an iron rod set In the Interior of the above described Tract 2, from which the northeast corner of said 582.35 acre tract described in Volume 1020, Page 812, Official Records of Williamson County, bears N 630 22' 40" E a distance of 2903.79 feet; THENCE traversing, the interior of said 118.4600 acre Tract 2, the following described courses and distances to Iron rods set; (1) S 150 56' 43" W a distance of 135.00 feet; (2) S 320 29' 26" W a distance of 154.35 feet; (3) S 100 50' 05" W a distance of 425.59 feet; (4) S 000 47' 07" E a distance of 221.07 feet; (5) S 680 36' 00" W a distance of 1177.19 feet; (6) N 710 50' 18" W a distance of 120.23 feet; (7) N 490 32' 18" W a distance of 198.82 feet; (8) N 220 49' 00" W a distance of 90.58 feet; (9) S 670 11' 00" W a distance of 152.19 feet; (10) N 280 27' 38" W a distance of 48.46 feet; (11) N 300 21' 46" E a distance of 310.60 feet; (12) N 210 00' 23" W a distance of 772.36 feet; (13) N 490 18' 38" E a distance of 676.38 feet; (14) N 430 37' 01" E a distance of 556.66 feet; (15) S 660 18' 34" E a distance of 107.02 feet; (16) S 170 41' 23" E a distance of 396.44 feet; (17) S 670 22' 48" E a distance of 825.00 feet to the Place of Beginning, containing 53.3804 acres of land. CGALTER i I ASSOCIATES, SURVEYORS -4- ..... ...., ............... ..`.. 143, Stan Coalter, RPS, LSLS r(�, Z;3 'T'( 7-21-91 ) =� STATE OF TEXAS ;;t�,;;: �. .; _ 1— ( hereby cern '�&'SOP; � tY that thr:; �: ;�i L � on the date and at the fimL ian�pec: nr,;eor: - bY me, and was duly RECORDED in the Volum(: N c and Page of the named RECORDSof Williamson County, Texas, as stamped hereon by me, on TY�, S P 2 6 1991 _ X. o couNnr c�ERx ��"co MIUARSON COUNTY, TEXAS T-1 Owners Policy Schedules—Form Prescribed by State Board of Insurance of Texas—Revis 1-1-1984 TRIS.POLI,CY IS BE ISSUID IN LIEU OF POLICY NUMBO-5801 677836 A GF No. 89 014 9b 1 SCHEDULE A Owner Policy No.:0-58o1- 788110. A Date of policy: December 2 9, 1989 Nameofinsured: CITY OF ROUND ROCK Amount of: $6 , 232 , 969 . 00 1. The estate or interest in the land.insured by this policy is:(fee simple,leasehold,easement,etc.-Identify or describe) FEE SIMPLE 2. The land referred to in this policy is described as follows: TRACT A : 170.00 acres of land, more or less, out of the E. W. MATTHEWS SURVEY, Abstract No. 531, in Williamson County, Texas, and being more fully described by metes and bounds in Exhibit "A" attached hereto and made a part hereof. TRACT B-: 15. 25 acres of land, more or less, out of the E. W. MATTHEWS SURVEY, Abstract No. 449, in Williamson County, Texas, and being more fully described by metes and bounds in Exhibit "A" attached hereto and made a part hereof. EXHIB-1 IT M F 11 5812 STEWART TITLE GUARANTY COMPANY T-1 Owners PolicyForm prescribed byZtate Board of k wmre of T�'^�-Revised 2-1-91 y t SCHEDULE 6 policy No,:p:5w1_ GF 89014961 788110 A This policy is subject to the Conditions and Stipulations hereof,the terms and conditions of the leases or easements insured,if any,shown in Schedule A,and to the following matters which are additional exceptions from the coverage of this policy. 1. The following restrictive covenants of record itemized below(the Company must either insert specific recording data or delete this exception): AS TO TRACT A: N o,n e of record, except as recorded in Volume 1020, Page 769, Official Records, Williamson County, Texas, and Amendment to Restrictions and Easements dated December 8, 1989, recorded in Volume 1866, Page 1 , Official Continued on next page 2. Any discrepancies,conflicts,or shortages in area or boundary lines,or any encroachments,or any overlapping of improvements. 3. Standby Fees and taxes for the year 19 89* and subsequent years,and subsequent assessments for prior years due to change in land usage or ownership. $E E BELOW lien(s): 4. The following liens)and al terms.provisions and conditions of the instruments)creating or evidencing sold 5 . Rights of parties in possession. 6. Visible and apparent easements, if any. 7. The rights of Brushy Creek Water Control and Improvement District No. 1 to levy taxes and issue bonds . 8 . Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land. However, the Company does guarantee that no such liens have been filed with the County Clerk of Williamson County, Texas, prior to the date hereof. Liability hereunder at the date hereof is limited to $1 , 700,000.00. Liability shall increase as contemplated improvements are made, so that any loss payable hereunder shall be limited to said sum plus the amount actually expended by the Insured in improvements at the time the loss occurs. Any expenditures made for improvements, subsequent to the date of this policy, will be deemed made as of the date of this policy. In no event shall that liability of the Company hereunder exceed the face amount of this policy. Nothing contained in this paragraph shall be construed as limiting any exception or any printed provision of this policy. 9 . All rights , terms , conditions , liens , mineral reservations , easements , reversionary interests and other provisions of Land Use Agreement for Texas and Franklin Capital Corporation , recorded in Volume 1853 , Page 806, Official Records , Williamson County, Texas , as corrected by instrument recorded in Volume count!=, Page 447 , Official Records , Williamson County , Texas . 77ZZL7 Continued on next page , INC . nv STEWART TITLE GUARANTY COMPANY ' 1 GF 89014961 Attached to.,and made a.part of Stewart Title Guaranty Company Policy No.. 0-5801-7.88110 A. 5- Continuation of Schedule B SCHEDULE B, PARAGRAPH 1 CONTINUED Records, Williamson County, Texas. AS TO TRACT 8: None of record, except those in Deed dated December 21 , 1989, recorded in Volume 1853,, Page 855, Official Records , Williamson County, Texas. 10 . Terms , provisions and conditions of Trust Agreement dated as of December 1 , 1989 by and among the City of Round Rock, Texas, First City, Texas-Austin, N.A. and Round Rock Golf, Inc . as described in Memorandum of Trust Agreement , recorded in Volume 1864, Page 940, Official Records, Williamson County, Texas. 11 . Terms, provisions and conditions of Golf Course Construction Lease/ Purchase Agreement between Round Rock Golf, Inc. , as Lessor and the City of Round Rock, Texas, as Lessee, dated as of December 1 , 1989, recorded in Volume 1851 , Page 693, Official Records, Williamson County, Texas, as corrected by instrument recorded in Volume 2060, Page 419, official Records, Williamson County, Texas. 12. Terms , provisions and conditions of Ground Lease between City . of Round Rock and Round Rock Golf, Inc. dated December 1 , 1989 . 13. Terms , provisions and conditions of Management Agreement between City of Round Rock and CCA Silband/GolfCorp/Round Rock, Inc. dated December 1 , 1989. 14 . We do not insure access to the herein described property. 15 . Easement dated May 1 , 1958, executed by Otto C. Pfluger to Brushy Creek Water Control and Improvement District No. 1 , recorded in Volume 430, Page 643, Deed Records, Williamson County , Texas. 16 . AS TO TRACT A: Easement dated June 29 , 1981 , executed by Karen Lamprecht et al to Texas Power & Light Co . and Southwestern Bell Telephone Co . , recorded in Volume 848 , Page 611 , Deed Records , Williamson County , Texas , if located so as to affect this property . 17 . Portion of the property lying within 100 year flood plain as shown on survey plat dated January 13 , 1984 , prepared by R. T . Magness , Jr .-, Registered Public Surveyor No . 1433. 18 . 10 ' public utility easement along the most northerly property Continued on next page Page 203A STEWART TITLE GUARANTY COMPANY GF 89014961 Attached to and made a part of Stewart Title Guaranty Company Policy No. -0--5801-788110 A Continuation of Schedule 8 line as set out in deed dated May 10 , 1984 , executed by Pfluger-Knebel Ranch Partnership to Richland Hills Joint Venture, recorded in Volume 1020, Page 769 , and as shown on survey plat dated January 13 , 1984 , prepared by R. T . Magness, Jr. , Registered Public Surveyor No . 1433 , and subject to the terms set out in Paragraph 3 of Amendment to Restrictions and Easements dated December 8, 1989, recorded in Volume 1866 , Page 1 , Official Records, Williamson County , Texas . 19. Roadway easements as set out in Paragraph 4 of Amendment to Restrictions and Easements dated December 8 , 1989, recorded in Volume 1866, Page 1 , Official Records, Williamson County , Texas . 20. Covenant and Agreement to provide access to a certain 100 acre tract by dedicated and constructed public roads in two (2) locations as set out in deed dated May 10, 1984 , from Pfluger- Knebel Ranch Partnership to Richland Hills Joint Venture, recorded in Volume 1020, Page 769, Official Records, Williamson County, Texas, as amended by Amendment to Restrictions and Easements dated December 8, 1989, recorded in Volume- 1866, Page 1 , Official Records, Williamson County, Texas. 21 . Reversionary interest as set out in Dedication Deed dated September 28, 1989, executed by Franklin Capital Corporation to City of Round Rock, recorded in Volume 1853 , Page 798, Official Records, Williamson County, Texas , as corrected by Correction Dedication Deed recorded in Volume 2060, Page 401 , Official Records, Williamson County, Texas . 22. AS TO TRACT 8: Repurchase Option by Grantor in the event the construction of a public golf course on this property ,is not commenced within two (2) years after the date* of the deed set forth in Deed dated December 21 , 1989, from Pfluger-Knebel Ranch Partnership to the City of Round Rock, recorded in Volume 1853, Page 855, Official Records , Williamson County, Texas . 23. Covenant to include the remainder of the 100 acre tract of land (approximately 84 . 75 acres) in Grantee ' s master plan for streets and utility services as set forth in Deed dated December 21 , 1989 from Pfluger-Knebel Ranch Partnership to the City of Round Rock , recorded in Volume 1853 , Page 855 , Official Records , Williamson County , Texas . 24 . Agreement for the installation of fence by the Grantee on the common property line of this property and the remainder of that certain 100 acre tract of land as set forth in Deed dated December 21 , 1989 , from Pfluger-Knebel Ranch Partnership to the City of Round Rock , recorded in Volume 1853, Page 855 , Official Page Continued on next page 203A STEWART TITLE GUARANTY COMPANY GF 89014961 Attached to and made apart of Stewart Title Guaranty Company Policy No. 0-5801-788110 _A Continuation of Schedule g Records, Williamson County, Texas . " including taxes levied by Brushy Creek Water Control and Improvement District No . 1 Page 203A STEWART TITLE GUARANTY COMPANY VOL.2060Pn6E404. QCT A REVISED FIELD NOTES FOREST CREEK GOLF CLUB BEING 170.00 acres of land out of the E. W. hlatthews Survey, Abstract No. 449, and the John H. Randall Survey, Abstract No. 531, WIIllamon County, Texas, and being a land described In a deed to Ben part of that certain 582.35 acre tract of Franklin Corporation recorded In. Volune 1020 at Page 812, Official Records of WI1lIamson County, and being more particularly follows, to wit: described by metes and bounds as TRACT 1 BEGINNING at the northeast corner of said 582,35 acre tract, said Beginning Point also being the southeast corner of Oak Bluff Estates, Phase 2, a subdivision of record filed In Cabinet F. Slide 253, Plat Records of Williamson County; 771EIVCE S 110 59' 28" W a distance of 610.09 feet to an Iron rod found; THENCE S 480 10' 52" W a distance of 766.87 feet to an Iron rod found; TIiENCE' S 090 53' 59" W a distance of 425.73 feet to an Iron rod found; Tia•IVCE S 890 17' 00" E a distance of 490.00 feet to an iron rod set; TIQME traversing the Interior of said 582.35 acre tract, the following described courses and distances to Iron rods set: (1) S 000 00' 00" W a distance of 185.00 feet; (2) S 73° 08' 37" E a distance of 491.70 feet; (3) N 87° 47' 51" E a distance of 910.67 feet; (4) S 71' 18' 25" E a dlstance of 702.03 feet; (5) S 410 49' 46" E a distance of 249.69 feet; (6) S 120 06' 57" W a distance of 428.54 feet; (7) S 630 30' 59" E a distance of 192.50 feet; (8) S 060 19' 50" W a distance of 195.32 feet; (9) S 67° 12' 02" W a distance of 209.34 feet; (10) S 030 27' 20" E a distance of 133.67 feet; (11) S 700 46' 37" W a distance of 337.32 feet; (12) N 370 21' 55" IV a distance of 80.59 feet; (13) N 730 21' 35" IV a distance of 861.06 feet; (I4) N 790 41' 42" 1V a distance of 479.02 feet; (I5) N 85° 13' 05" 1V a distance of 113.57 feet; (16) N 73' 15' 50" IV a distance of 97.58 feet; (17) S 610 31' 35" W a distance of 59.27 feet; (18) S 140 32' 49" 1V a distance of 629.3 feet; F (19) S 35° 34' 39" IV a distance of 665.09 feet; 84 1.IT (20) N 830 58' 40" 1V n distnnee of 213.1G feet; „ A TRACT 1` (Continued) vat��''0�+�,r405 (21) N 550 02' 00" lY a distance of 167.70 feet; (22) N 03° 13' 30" E a distance of 592.02 feet; (23) N 620 54' 16" E a distance of 231.51 feet; (24) N 000 00' 00" E a distance of 215.00 feet; , (25) N 430 36' 10" E a distance. of 290.00 feet; (26) N 080 12' 44" W a distance of 115.12 feet; (27) N 32' 48' 33" W a distance of 477.18 feet; (28) N 01' 50. 47" W a distance of 532.27 feet; (29) N 47' 40' 35" W a distance of 118.82 feet; (30) N 090 17' 54" W a distance of 310.19 feet; (31) N 070 12' 51" E a distance of 786.85 feet; (32) N 500 33' 43" W a distance of 146.28 feet; (33) N 770 28' 40" W a distance of 129:26 feet; (34) S 540 45' 43" W a distance of 574.87 feet; (35) S 410 49' 01" W a distance of 674.91 feet; (36) S 030 16' 37" E a distance of 73.15 feet to an Iron rod set In the north line of Golf Road; (37) N 590 49' 56" tY a distance of 405.72 feet with the north line of said Golf Road to an Iron rod set; (38) N 30° 10' 04" E a distance of 42.96 feet; (39) N 070 40' 14" W a distance of 299.68 feet; (40) N 000 39' 17" E a distance of 175.01 feet; (41) N 320 12' 39" E a distance of 118.19 feet; (42) N 610 45' 31" E a distance of 111.23 feet; (43) N 790 39' 30" E a distance of 231.84 feet; (44) N 580 08' 42" E a distance of 351.95 feet; (45) N 240 26' 38" E a distance of 226.91 feet to an Iron rod set in the south line of Golf Road; VOL2060PAC-141r.- TRACT I (Continued) TIMM along and with the southerly line of. Golf Road, the following described four (4) courses and distances: (1) S 880 54' 23" E a distance of 236.04 feet to an Iron rod found at the beginning of a curve to the right; (2) An arc distance of 138.62 feet with said curve to the right, said curve having a central angle of 60 59' 52", a radius of 1134.99 feet, tangents of 69.40 feet, and a chord bearing and distance of S 85" 24' 27" E 138.53 feet, to an iron rod found at the point of tangency of said curve; , (3) S 810 54' 31" E a distance of 84.27 feet to an iron rod found at the beginning of a curve to the left; (4) An arc distance of 240.06 feet with said curve to the left, said curve having a central angle of 590 48' 05", a radius of 230.00 feet, tangents of 132.26 feet, and a chord bearing and distance of N 680 11' 27" E 229.31 feet. to an Iron rod found at the Intersection of the southerly line of said Golf Road and the north line of said 582.35 acre tract; THENCE along and with the north line of said 582.35 acre tract and the south line of said Oak [sluff Estates, Phase 2. the following described three (3) courses and distances: (1) S 880 53' 40" E a distance of 89.20 feet to an Iron rod found; (2) S 880 47' 57" E a distance of 380.72 feet to an Iron rod found, and; (3) S 890 02' 29" E a distance of 501.86 feet! to the Place of Beginning. containing 130.1957 acres of land. SAVE AND EXCEPT PARCEL 1. described as follows. to wit: 131MINNING at an iron rod set in the interior of the above described Tract 1. from which the northeast corner of said 582.35 acre tract described in Volume 1020, Page 812. Official Records of Williamson County. (also being the northeast corner of Tract 1), bears N 100 12' 08" E a distance of 2008.84 feet; THENCE traversing the interior of said 130.1957 acre tract, the following described courses and distances to Iron rods set; (1) S 59° 10' 43" E a distance of 286.11 feet; (2) S 820 42' 15" E a distance of 256.26 feet; (3) N 840 11' 3G" E a distance of 593:04 feet; (4) N 651 03' 22" E a distance of 237.12 feet; (5) 5 53° 33' 39" E a distance of 665.02 feet; (6) S 100 14' 05" E a distance of 365.82 feet; (7) S 200 33' 22" W a distance of 170.88 feet; (8) S 590 51' 31" IV a distance of 115.00 feet; (9) N 680 55' 55" W a distance of 397.09 feet; (10) N 500 37' 50" IV a distance of 252.24 feet; (71 VOL 2060'P„�: 0 PARCEL 1, (Continued) (11) N 860 18' 31” W a distance of '621.29 feet; (12) N 700 27' 48" W a distance of 164.47 feet; (13) S 610 08' 59" W a distance of 190.66 feet; (14) N 560 43' 30" W a distance of 153.10 feet; (15) N 360 08' 31" W a distance of 220.42 feet; (16) N 250 06' 53" IV a distance of 168.12 feet. and; (17) N 180 35' 36" E a distance of 286.88 feet to the Place of Beginning. containing 25.2753 acres of land. AND ALSO TINCT 2. described as follows. to wit: MIMING at an iron rod set in the southerly line of Golf Road. from which the northeast corner of said 582.35 acre tract bears N 55" 29' 40" E a distance of 2490.84 feet; TIM CE traversing the Interior of said 582.35 acre tract@ the following described courses and distances to iron rods set; (1) S 030 16' 42" E a distance of 172.03 feet; (2) S 650 02' 25" W a distance of 323.33 feet; (3) S 100 27' 36" W a distance of 400.32 feet; (4) S 18° 21' 32" E a distance of 548.24 feet; (5) S 00" 00' 00" E a distance of 161.86 feet; (6) S 450 35' 55" W a distance of 328.92 feet; (7) S 620 39' 48" IV a distance of 132.83 feet; (8) S 190 44' 27" IV a distance of 48.14 feet to an iron rod set In the northerly line of Golf Road; (9) N 700 15' 53" IV a distance of 146.91 feet with the north line of Golf Road to an iron rod set; (10) N 190 44' 10" E a distance. of 96.36 feet; (11) N 190 13' 50" W a distance of 227.71 feet; (12) N 480 14' 23" IV a distance of 187.68 feet; (13) N 909 00' 00" W a distance of 260.00 feet; (14) S 810 47' 34" IV a distance of 475.50 feet; (15) S 640 17' 29" W a distance of 95.14 feet; (16) S 460 47' 24" W a distance of 85.12 feet; (17) S 280 48' 59" IV a distance of 293.23 feet to an iron rod set in the north line of Golf Road; TRACT' 2 (Continued) (18) An arc distance of 210.00 feet with the north line of said Golf Road. said north line being a curve to the left having a central angle of 230 08' 19". a radius of 520.00 feet. tangents of 106.45 feet. and a chord bearing and distance of N 770 58' 57" W 208.58 feet, to an Iron rod set; (19) N 08° 31' 04" W a distance of 103.05 feet; (20) N 570 08' 21" W a distance of 191.67 feet; (21) N 610 28' 37" W'a distance of 471.77 feet; (22) N 010 09' 00" E a distance' of 224.77 feet; (23) N 300 05' 17" E a distance of 269.28 feet; (24) N 090 10' 59" W a distance of 626.69 feet; (25) N 180 49' 17" W a distance of 132.25 feet; (26) S 750 00' 00" W a distance of 20.00 feet; (27) N 27° 19' 05" W a distance of 115.46 feet; (28) N 08° 41' 22" E a distance of 117.28 feet; (29) N 730 36' 11" E a distance of 200.60 feet; (30) N 250 15' 48" E a distance of 96.35 feet; (31) N 52" 48' 39" E a distance of 177.48 feet; (32) N 460 31' 54" E a distance of 437.22 feet; (33) N 52" 16' 62" E a distance of 494.26 feet; (34) N 050 41' 35" W a distance of 286.74 feet; (35) N 890 49' 52" E a distance of 228.02 feet; (36) S 750 38' 46" E a distance of 75.39 feet; (37) S 610 23' 10" E a distance of 75.22 feet; (38) S 250 08' 10" E a distance of 79.27 feet; (39) S 070 51' 10" If a distance of 81.81 feet; (40) S 54° 17' 36" E a distance of 174.08 feet; (41) S 190 39' 22" E a distance of 420.78 feet; (42) S 540 28' 33" E a distance of 475.71 feet; (43) N 360 09' 31" E a distance of 26.21 feet to an Iron rod set In the south line of Golf Road; (44) An are distance of 210.32 feet with the south line of said Golf Road, said south tine being a curve to the left having a central angle of 22' 16' 25". a radius of 541.03 feet. tangents of I06.51 feet, and a chord bearing and distance of S 48' 41' 44" T•, 209.00 feet, to an iron rod found at the point of tangency of said curve; (45) S 590 49' 5G" E R distance of 530.52 feet with the south line of said Golf Road to the Place of Rot-inning. containing I18.4G00 acres of land. ci� VOL 2060:-;:409 SAVE AND EXCEPT PARCEL 2, described as.follows, to wit: BECIMVINC at an Iron rod act In the Interior of the above described Tract 2, from which the northeast corner of said 582.35 acre tract described in Volume 1020, Page 812, Official Records of Williamson County, bears N 630 22' 40" E a distance of 2903.79 feet; 111110E traversing the Interior of said 118.4600 acre Tract 2, the following described courses and distances to Iron rods set; (1) S 150 56' 43" 19.a distance of 135.00 feet; (2) S 320 29' 26" W a distance of 154.35 feet; (3) S 10° 50' 05" W a distance of 425.59 feet; (4) S 000 47' 07" E a distance of 221.07 feet; (5) S 680 36' 00" W a distance of 1177.19 feet; (6) N 71° 50' 18" W a distance of 120.23 feet; (7) N 490 32' 18" W a distance of 198.82 feet; (8) N 22° 49' 00" W a distance of 90.58 feet; (9) S 670 11' 00" W a distance of 152.19 feet; (10) N 280 27' 38" W a distance of 48.46 feet; (11) N 300 21' 46" E a distance of 310.60 feet; (12) N 210 00' 23" W a distance of 772.36 feet; (13) N 490 18' 38" E a distance of 676.38 feet; (14) N 430 37' 01" E a distance of 556.66 feet; (15) S 660 18' 34" E a distance of 107.02 feet; (16) S 170 41' 23" E a distance of 396.44 feet; (17) S 67° 22' 48" E a distance of 825.00 feet to the Place of Beginning, containing 53.3804 acres of land. C4ILTT'Z t ASS a OCIATES, SURVEYORS ..........F T 7-N.00.1lT--n ...:.. ....1481.. ..:. Y. . �Fcec L� Stan Coa I ter, RPS LS 2-21-91 1S TRACT B FIELD NOTES BEING 15.25 acres of land out of the E. W. NIATTIIEWS SURVEY, ABSTRACT NO. 449, Williamson County, Texas, and being a part of that certain 640 acre tract of land described as the "First Tract" in a deed to Otto C. Pfluger by deed recorded in Volume 347 at Page 574, Deed Records of Williamson County, and being more particularly described by metes and bounds as follows, to wit: BEGINNING at an iron rod set in an easterly line of that certain 582.35 acre tract of land described in a deed to The Ben Franklin Corporation recorded in Volume 1020 at Page 812, Deed Records of Williamson County, from which an iron rod found at the most northerly northeast corner of said 582.35 acre tract, (said northerly northeast corner also being the southeast corner of Oak Bluff Estates, a subdivision of record filed in Cabinet F, Slide 253, Plat Records of Williamson County), bears N 110 59' 28" E a distance of 241.09 feet; THINCE S 440 23' 26" E a distance of 362.62 feet to an iron rod set; MINCE S 120 43' 00" W a distance of 1068.00 feet to an iron rod set in the southerly north line of said 582.35 acre tract, from which an iron rod found at the most easterly northeast corner of said tract bears S 890 17' E a distance of 2501.38 feet; THINCE N 890 17' 00" W a distance of 740.00 feet with the southerly north Iine of said 582.35 acre tract to an iron rod found at an "L" corner in .said line; TIUNCE N 090 53' 59" E a distance of 425.73 feet with an easterly line of said 582.35 acre tract to a nail found at an angle point in said Iine; 11UWCE N 480 10 ' 52" E a distance of 766.87 feet with said easterly line to an iron rod found at an angle point in said line; THE CE N 110 59' 28" E a distance of 369.00 ,feet with said easterly line of said 582.35 acre tract to the Place of Beginning, containing 15.25 acres (664,270 square feet) of land, subject to easements, conditions or restrictions of record, if any.