MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT, made and entered into on the dates set forth below, by and between UNIVERSITY PARK RECREATION DISTRICT, a
Recreation district in Manatee County Florida, hereinafter called "UPRD" and UPCC, LLC a Florida Limited Liability Company, hereinafter referred to as "MANAGER".

WITNESSETH:

WHEREAS, the facilities and lands to be owned by the UPRD include a 27-hole golf course and practice facilities, a pro shop, a clubhouse with kitchen, administrative and community facilities, tennis courts, a croquet court, a fitness center, a golf cart storage facility, and associated facilities, as well as certain other facilities and parcels of land that are within the area to be covered by the UPRD (the "University Park Country Club");

WHEREAS, UPRD has, through its Board of Supervisors ( “Board”), the responsibility of supervising the management of the University Park Country Club, (hereinafter referred to as "the Property" and further depicted in Exhibit "A") and wishes to employ professional management to provide consultation, advice, guidance and day to day management of the Property, and

WHEREAS, Manager is a management company active in the management
of recreational facilities and has in its employ management and service personnel experienced in the management of all aspects of country club operations as operated on the Property, and

WHEREAS, UPRD desires to employ Manager, as an independent contractor, to provide consultation, advice, guidance and day to day management for UPRD and Manager desires to provide such consultation, advice, guidance and day to day management for UPRD, upon the terms, conditions, and provisions hereinafter set forth.

NOW THEREFORE, in consideration of TEN DOLLARS ($10.00) and other good and valuable consideration, including the mutual benefits provided to each party by this Agreement, receipt of which is hereby acknowledged by the parties hereto, it is mutually agreed by and between the parties hereto as follows:

RECITALS: That the above recitals are true and correct and are incorporated herein.

TERM: UPRD does hereby employ and retain Manager as an independent contractor and the Manager hereby accepts such employment as the manager of the Property for the term of 30- years beginning	February X, 2019, and terminating on	February y, 2049. This contract will continue to remain in force after the expiration date if cancellation is not received.

EARLY TERMINATION:
UPRD has the right to terminate this Agreement at any time with or without cause upon one hundred and eighty (180) days written notice to the Manager. Manager shall have the right to terminate this Agreement with or without cause upon one hundred and eighty (180) days written notice to UPRD.

Any modification to this agreement requires a sixty (60) day written notice by either party with cause and an opinion from nationally recognized bond counsel that the modification(s) will not cause interest on any bonds issued to finance or refinance the University Park Country Club to be taxable

All obligations arising under this Agreement shall be null and void as of the termination date, except for Manager obligations to turn over all books, records, monies and personal property to UPRD as owner of the Property or anyone UPRD may designate in writing and except for UPRD’s obligations to pay Manager for services rendered up to, and including the termination date and any incidents arising before termination of this Agreement where Manager is negligent or acts illegally.

Manager to complete work in progress at termination and shall not be liable for any of the costs incurred by UPRD to change management companies even though the Manager may institute the early termination.

FUNCTION OF UPRD: Manager fully understands that a function of UPRD is the management of the Property together with the maintenance and operation of common elements that may appertain in the relationship between UPRD and the University Park Community Association “UPCAI” as per their anticipated cooperation agreement.

DUTIES OF THE MANAGER: In general, Manager shall manage the entire country club operation constituting the recreation facilities of UPRD and provide consultation, advice and guidance to UPRD. The services to be performed by Manager shall include but shall not be limited to:

The overall management of the day-to-day operations and business of the entire Country Club operation. This includes the Clubhouse and all amenities including food and beverage operations, Golf Pro Shop operation, the Golf Course Maintenance operation and the Tennis and Fitness facility.

Manager will establish a budget for approval by the Board of UPRD and will implement the approved budget through the General Manager. The budget will include both an operating budget and a capital budget (with such capital budget to include dispositions of capital property).

Manager will be responsible for all staffing, and all staff needed to operate and maintain the University Park Country Club shall be employees of the

Manager or subcontractors to the Manager. In addition, the Manager will be responsible to achieve the goals established for the University Park Country Club operation and ensure all managers and departments provide a consistent high level of service for members, guests and visitors

Manager is directly responsible to the Board of UPRD and will report monthly on all financial aspects of the club. Variances in the financial performance will be identified, and Manager will keep UPRD informed of any matters relating to the overall performance of the club of a significant nature.

Manager will develop a marketing plan each year and submit it to the UPRD Board for approval.

Manager will develop an organizational plan and policies that should be adopted.

Manager will prepare schedules of dues, fees and other charges as a part of the budgeting review and approval process and review and update Club Bylaws and Rules and Regulations as needed. Manager will recommend to the Board direction for membership sales and actively promote the implementation of member activities and events to retain and grow the membership.

Manager will implement all necessary procedures to assure the safety of members, guest and employees and adopt emergency plans and training to improve safety provisions and ensure that the club is operating in accordance with applicable local, state and national laws.

Manager shall read and familiarize themselves with the UPRD Charter which document shall not supersede this contract unless Manager and/or UPRD specifically agree in writing to amend this Agreement.

Manager shall inform the Board of any conditions which are in violation of the UPRD Charter documents and shall take necessary actions available under the Charter to enforce compliance.

Manager recognizes a co-operating agreement is proposed between UPRD and the Community Association (“UPCAI”) and will assist the Board in achieving the goals of such agreement.

Manager shall turn over all books, records, computer files, monies and personal property to UPRD or his designees on or before the termination date, even where there is a dispute as to amounts owing the Manager.

Manager will enter into service contracts as appropriate on behalf of UPRD in order to administer the property in a first class manner.

Manager shall promptly investigate and make a full written report as to all accidents or claims for damage relating to the ownership, operation and maintenance of the Property, including any damage or destruction and the estimated cost of repair. Manager shall incur no liability for failure, in good faith, to discover facts, which may have changed the outcome of a claim against or by UPRD.

Manager shall develop and maintain a filing system of UPRD records such as contracts, communications to the Board, financial information and other pertinent information.

Manager shall assist UPRD in establishing specifications for insurance and obtaining and evaluating competitive bids on an as needed basis, but at a minimum, annually.

Manager shall review permits applicable to the Property and ensure compliance with any conditions required thereof. Manager shall maintain, at all times, adequate public liability, professional liability and workers compensation insurance.

Manager shall perform the accounting and financial services listed below in respect of the operation of University Park Country Club.

All accounting and responsibilities except Federal Income Tax Returns
All budget preparation
Cash accounts reconciled within 15 days of receipt of bank statements
Management of the annual independent audit
Undertake the bidding, analysis and management of all insurance coverage’s
Management and monitoring of the Purchase Order system
Checking accuracy of vendor and contractor invoices and provide 1099 forms where required

Manager will not take a tax position inconsistent with it being a service provider.

AUTHORITY OF THE MANAGER :

Budgetary Authority

The UPRD will establish the operating and capital budget for the University Park Country Club (“Budget”) in consultation with the Manager. The UPRD will pay

the Manager the Monthly Management Fee as agreed on a monthly, pro rata, basis. If any Monthly Management Fee is deferred due to insufficient revenues, interest at a rate of [ ] shall accrue on such unpaid amounts, and any deferred fees will be paid, with accrued interest, no later than the earlier of five years from the date such management fee was originally due and the termination of this Agreement. In all other respects, the Manager shall have full authority to prosecute the approved Budget. This includes, but is not limited to: depositing all revenues into the appropriate UPRD accounts for the University Park Country Club and paying all capital and operating expenses of the University Park Country Club excluding insurance and property taxes (which are paid at the UPRD level) from such revenues.

Signatory Authority

The Manager shall be a signatory on the UPRD bank accounts for the University Park Country Club. The Manager’s spending authority is limited to $50,000.
Expenditures greater than $50,000 shall require a counter signature by the Chairman or Treasurer of UPRD.

Emergency Spending Authority

The Manager shall have emergency spending authority of up to $25,000 for emergency matters falling outside of the Budget. The Manager shall promptly notify the Chairman and District Manager of any such emergency spending.

Marketing

The Manager will implement the approved marketing plan and will not make material changes to the plan without approval by the UPRD Board.

MANAGEMENT FEE

The Management Fee shall be negotiated by the UPRD Board and the Manager annually as part of the UPRD budgetary process. The Management Fee for this initial year shall be $XXX

Assignments: This contract cannot be assigned in any way by either party without the express written consent of the contrary party.

Venue and Prevailing Law for Disputes: Should there be any disputes between the parties to this contract that results in litigation, the parties agree that any litigation will occur in Manatee County, Florida. Any disputes will be adjudicated under the laws of the State of Florida. The prevailing party in any dispute will receive its reasonable attorney's fees and costs.

Whole Agreement and Amendments: This contract represents the entire agreement between the parties. No other oral or written agreements exist between the parties that would in any way substitute, modify or amend this agreement. Any amendments or modifications of any type to this agreement will only be made in written form and agreed to by both parties.

Recording: This agreement is a public contract between the parties. The contract will be available on the UPRD website, but it shall not be recorded in the public records of any government.

Execution in Counterparts Allowed: This agreement may be executed in counterparts by the parties.

VALIDITY BASED ON DELEGATION: This contract is valid only to the extent that the Board of Supervisors of UPRD is authorized to delegate specific duties and responsibilities pursuant to the applicable UPRD documents and the laws of the State of Florida; however, the Association shall hold Manager harmless for any claims of wrongful delegation by the Association.

	ILLEGAL PORTION: In the event any term or provision of this Agreement be determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given the nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect.

EXHIBITS: All of the exhibits attached to this Agreement, if any, are incorporated in, and made a part of, this Agreement.

PERSONS BOUND: That the provision of this Agreement shall be binding upon and shall inure to the benefits of all parties hereto and their respective successors, legal representatives and assigns.

WAIVER: No waiver of any of the terms of this Agreement shall be valid, unless such is in writing and signed by the party against whom such waiver is asserted. In any event, no waiver shall operate or be constructed as a waiver of any future required action or of any subsequent breach.

INDEMNIFICATION: UPRD and Manager shall comply with the indemnification provisions contained in Schedule 1 attached hereto and incorporated within.

CONSTRUCTION OF THIS AGREEMENT:
The titles of paragraphs and sub-paragraphs are for reference purposes only, and shall not in any way limit the contents, application or effect thereof.

Authority to Execute
Each of the parties hereto covenant to the other that it has the lawful authority to enter into this relationship,

In witness whereof, the parties hereto have executed this Agreement, in duplicate, this 	day of 	, 2019.

UPRD:
University Park Recreation District Board of Supervisors

Sign  	

Print Name  	

Title:  	

MANAGER:
UPCC, LLC

Sign  	

Print Name  	

SCHEDULE 1

Indemnification.

Owner shall indemnify, defend and hold harmless Manager and its affiliates and each of their respective officers, directors, employees, stockholders, partners, Managers, representatives and contractors, and each of their respective successors and assigns, from and against any and all liabilities, obligations, claims, losses, causes of action, suits, proceedings, awards, judgments, settlements, demands, damages, costs, expenses, fines, penalties and fees (including without limitation the fees, expenses, disbursements and costs of attorneys and advisors) ("Claims") to the extent attributable to or resulting in any way from or in connection with the Property, the management of the Property, or the performance or exercise by Manager of the duties, obligations, powers, or authorities herein, or hereafter granted to Manager, except to the extent Manager is obligated to indemnify UPRD pursuant to Section 1.1(b) below.

Manager agrees to indemnify and hold harmless UPRD and its affiliates and each of their respective officers, directors, employees, stockholders, partners, Managers and representatives, and each of their respective successors and assigns, from and against any and all Claims to the extent attributable to (i) any acts or omissions of Manager which have been held to be grossly negligent and are not otherwise insured under property or liability policies, including deductibles and retentions, required to be maintained by UPRD, or (ii) any acts of Manager that are beyond the scope of Manager's authority hereunder. However, it is agreed that, under no circumstances shall Manager be held liable to UPRD or to any other party for loss or damage arising out of alleged or actual terrorist’s acts.

"Indemnified Party" and "Indemnitor" shall mean Manager and UPRD, respectively, as to Section 1.1(a) and shall mean UPRD and Manager, respectively, as to Section 1.1(b). If any action or proceeding is brought against the Indemnified Party with respect to which indemnity may be sought under this Section 1.1, the Indemnitor, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof including the employment of counsel and payment of all reasonable expenses. The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the Indemnitor shall not be required to pay the fees and expenses of such separate counsel, unless such separate counsel is employed with the written approval and consent of the Indemnitor.

Waiver of Claims. Notwithstanding anything to the contrary contained herein, UPRD and Manager each hereby waives its rights of recovery against each other and its respective Managers, officers and employees for any losses or damage that are insured against or required to be insured against under this Agreement or with respect to the Property. Such waiver shall apply regardless of whether the

loss or claim is caused in whole or in part by the acts or omissions of a released party, and regardless of whether the waiving party maintains a third party policy against, or self-insures, all or any portion of the risks required to be insured against hereunder. Each of UPRD and Manager agree to make such disclosure to its insurance carrier(s) and to use best efforts to obtain any necessary consents or endorsements to effect the foregoing mutual waivers and prevent any invalidation of the insurance coverages by reason of such waivers.

Waiver of Damages. Notwithstanding anything to the contrary contained herein, neither Owner or Manager shall be liable to the other party for indirect, consequential, special, incidental, punitive or other exemplary losses or damages, whether in tort, contract or otherwise, regardless of the foreseeability or the cause thereof, that would not otherwise be covered under the standard liability or property insurance forms required of the parties hereunder.

Responsibility for Acts of Force Majeure. UPRD and not the Manager shall be at risk of loss for any damage or destruction to the University Park Country Club, for example any damage caused by force majeure.

EXHIBIT A

Recreation District boundary