SANTA ANA GOLF, LLC (COURSECO, INC.)

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NOW, THEREFORE, in consideration of the promises and the respective and mutual agreements contained herein, said parties hereby agree as follows: ARTICLE I -DEFINITIONS As used in this Agreement, the following terms shall have the respective meanings indicated below: Agreement means this Management Agreement. Annual Budget Plan means the document as described in Section 3.4. Affiliate means any and all corporations, partnerships, trusts, limited liability companies and other entities directly or indirectly controlled by, controlling, or subject to direct or indirect common control of an entity or person. Capital Improvements means any alteration or addition to, or rebuilding or renovation of, the Facility,the cost of which is not charged to property operation and maintenance. Cash Register Bank or Petty Cash Funds, as described in Section 6.1. City means City of Santa Ana,a California Municipality or any successor to City's interest under this Agreement. City Account shall have the meaning described in Section 6.1 of this Agreement. Commencement Date means the date upon which Contractor assumes its obligations under this Agreement to manage and operate the Facility, which date shall be May 1, 2026. Comparable Facilities means other municipal golf course facilities located in Orange County, charging comparable green fees, with a comparable level of maintenance standards and a comparable quality of improvements and amenities. Compensation means the direct salaries and wages paid to or accruing for the benefit of any manager or other employee, together with all fringe benefits payable to or accruing for the benefit of such manager or other employee, including employer's contribution under the Federal Insurance Contributions Act("FICA"); unemployment compensation, or other employment taxes; pension fund contributions, worker's compensation, group life and accident and health insurance premiums as well as any payments made by Contractor which fall within the deductible amounts of any such policies; retirement; disability; and other similar benefits. CPI means The United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all urban consumers (all items for the Los Angeles-Riverside-Orangc County metropolitan area on the basis of 1982 - 1984 equals 100). Notwithstanding the foregoing, if the format or components of the CPI are materially changed after the date hereof,then Contractor shall substitute an index which is published by the Bureau of Labor Statistics or similar agency and which is most nearly equivalent to the CPI in effect as of the date hereof. The substitute index -2-