5.A1 Operations & Management Agreement

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Performance Incentive shall be no greater than one-quarter of the amount of the Incentive Management Fee, and in no event shall the combined total of the Incentive Management Fees for any year exceed the amount of the total Monthly Management Fees paid in that year. The Incentive Management Fees, if any, are due and payable within thirty (30) days of the receipt by Owner of the financial statement for each operating year together with the calculation by Manager of the amount of such Incentive Management Fee. The Annual Operating Budgets approved by Owner shall include provisions for payments of the Monthly Management Fee and the Incentive Management Fee. 18.3 Fee Payment. Owner expressly agrees that Manager shall be entitled to receive monthly installments of the Monthly Management Fee on or before the last day of the month for which the installment is being paid. Owner shall be responsible for insuring that the Operating Accounts contain sufficient funds for this purpose, just as the Owner is responsible for insuring that sufficient funds are available for payroll and for all other approved operating expenses. 18.4 Reimbursable Expenses. In addition to the Monthly Management Fee and the Incentive Management Fee, during the term of this Agreement, Manager shall be entitled to receive reimbursement for reasonable and necessary travel and lodging expenses incurred by Manager's corporate employees (as opposed to Golf Course-level employees) in direct relationship to Manager's responsibilities under this Agreement, up to an annual maximum reimbursement of $10,000. A budget for such expenses shall be prepared by Manager, and submitted to Owner for approval, as part of the Annual Operating Budget. 18.5 Fees for Consulting Services. Manager's obligations under this Agreement include certain consulting services to assist Owner in determining the best long-range strategy for the Golf Course. Manager shall receive a consulting fee of $5,000 upon the completion of item 7.3 (a) herein and shall receive a second payment of $5,000 upon the completion of consulting item 7.3 (e) herein. Fees for Consulting Services shall be invoiced to Owner separately and shall not be paid out of the Operating Account. SECTION 19 FORCE MAJEURE 19.1. Circumstances Beyond the Control of Either Party. The Manager and the Owner agree that with respect to any services to be provided, payments to be made, or action to be taken by either party during the term of this Management Agreement, the party required to furnish or perform the same shall in no event be liable for the failure to do so when prevented by any cause beyond the reasonable control of such parties such as strike, lock-out, breakdown, accident, order or regulation of or by any governmental -28-