GOLF COURSE MANAGEMENT AGREEMENT

This Golf Course Management Agreement (“Agreement”) is entered into by and between the
City of Brookings, an Oregon municipal corporation (the “City”), and Early Management Team,
Inc., an Oregon corporation (EMT), whereby EMT will provide golf course management
services.
RECITALS
A. The City owns a golf course known as Salmon Run Golf Course, located at 99040 South
Bank Chetco River Rd (the property and the improvements are herein referred to as the
“Golf Course”).

B. Salmon Run Golf Course consists of an 18-hole golf course, driving range, shop building,
clubhouse and associated business operation.

C. EMT has expressed a willingness to manage the golf course for the City.
AGREEMENT
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1.0 MANAGEMENT. City hereby retains, engages and appoints EMT as City’s agent to
supervise, manage, direct, and operate the Golf Course on behalf of and for the account
of City. EMT hereby accepts said appointment upon and subject to the terms and
conditions hereof and at all times consistent with the Business Plan approved by City.
City hereby delegates to EMT the discretion and authority to determine operating policies
and procedures, standards of operation, house rules, standards of service and
maintenance, fees and other pricing, and other policies, rules, and regulations affecting
the Golf Course or the operation thereof, to implement all of same, and to perform any
act on behalf of City deemed by EMT to be necessary or desirable for the operation and
maintenance of the Golf Course. EMT shall have the authority and responsibility for the
administration, operation and management of the Golf Course, including, without
limitation, course maintenance, building maintenance, equipment maintenance, food and
beverage provision, merchandise, service, accounting and financial reporting.

2.0 TERM. This Agreement has a term of 36 months, commencing on May 20, 2016 and
terminating on May 19, 2019. This Agreement may be extended for two additional 36
month periods upon the written consent of both parties.

3.0 BUSINESS PLAN. EMT has developed a Business Plan attached hereto as Exhibit A. It
is acknowledged that the parties have entered into this Agreement with reliance upon said
Business Plan.

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 3.01 As conditions warrant, EMT shall revise the Business Plan and present revisions
to the City for approval. EMT shall not be deemed to have made any guarantee or
warranty in connection with the results of operations or performance set forth in
the Business Plan since the parties acknowledge that the Business Plan is intended
to set forth objectives and goals based upon EMT’s judgment and the facts and
circumstances known by EMT at the time of preparation.

3.02 On an annual basis, EMT and City shall update meet to review the Business Plan
no later than July 1 and submit it to City for City’s review and written approval.
City shall give its comments and/or approval of the updated Business Plan within
thirty (30) calendar days after receiving the Business Plan from EMT. In the event
of disapproval of the Business Plan (or any portion thereof), EMT shall use
commercially reasonable efforts to operate the Golf Course pursuant to the terms
of this Agreement until such time as City and EMT agree upon revisions to the
Business Plan.and make such adjustments as the parties deem necessary and
appropriate.

4.0 SCOPE OF SERVICES. EMT will provide all labor and materials, unless otherwise
specified in this Agreement, for the operation and maintenance of the Golf Course
including, but not limited to, the following:
a. Supervision of the starting of play by golfers.
b. Supervision of play on the course.
c. Enforcement of all rules and regulations relative to the golf course.
d. Establish and collect greens fees and membership fees.
e. Provision and maintenance of rental equipment, (i.e. carts, clubs).
f. Provide an operating fleet of carts to handle the requirements of the course; return
carts to storage area each evening; account for all carts at end of the day; collection of
fees for use of carts.
g. Organize, supervise and direct volunteers
h. Maintain all internal signs
i. Provision of range balls that are in a reasonable condition for rental; keep range tee
area neat.
j. Provide proper and professional maintenance for course fairways, driving range,
greens, shrubs and trees. EMT will at its sole cost and expense be responsible for
supplies and labor to meet this requirement excluding irrigation water supply.
Watering to be done at night as much as possible.
k. Operate and maintain a friendly, reputable pro shop, practice range and golf course.
l. Maintain the Pro Shop in a clean, presentable, and well stocked condition; keep the
Pro Shop open during normal hours of operation; keep knowledgeable staff on hand
to help until all bags and carts have been returned each day and play is finished.
m. Maintain score cards, divit tools, tees and golf balls at all time.
n. Organize, advertise and operate golf tournaments.
o. Market the golf course and events.
p. Operate the clubhouse, event tent, and outside meeting, snacking area.

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 q. Repair and maintenance of golf carts, mowers and tractors and other equipment.
q.r. Repair irrigation distribution pipe, sprinkler heads, valves, controller boxes, controller
component and software.
Formatted: Indent: Left: 0.5", Hanging: 0.5"
4.01 EMT shall comply with City purchasing regulations with respect to purchase of
parts and materials subject to reimbursement under this agreement. Specifically,
EMT shall attempt to secure at least three quotes for all purchases of $1,000 or
more. All purchases of $1,000 or more shall be approved by City in advance.

5.0 RESPONSIBILITIES OF CITY. City shall be responsible for the following:

a. Maintaining the access road in good repair
b. Maintaining cart roads in good repair
c. Maintaining bridge structure in good repair
d. Maintaining roadside drainage, ditches and culverts
e. Maintaining potable water system, including source of supply, treatment and
distribution
f. Maintaining equipment and piping used to extract irrigation water from the Freeman
Ranch well and the transmission main connecting to the golf course irrigation system
g. Maintaining the on-site sewage collection system, but not including periodic pumping
of the septic tank
h. Maintaining the shop building structure including roof
i. Providing and maintaining an event tent adjacent to the clubhouse
j. Providing and maintaining an entrance sign at South Bank Chetco River Road
k. Service direction signs on Highway 101 from the Oregon Department of
Transportation
k.l. Provide irrigation distribution pipe, sprinkler heads, valves, controller boxes,
controller components and software.

6.0 CONDITION OF PROPERTY. EMT will accept all properties, facilities, and equipment
"as is" in their present existing condition. The City and EMT will work together to
identify urgent needs for construction and repair of facilities during the term of this
Agreement. The parties will agree as to which party will be responsible for making the
repairs on a project by project basis.

7.0 USE OF PROPERTY. City hereby grants to EMT the right to use the property that
constitutes the Golf Course for the purposes set forth herein (it being understood that the
right of possession remains with the City and that the City may enter Golf Course at any
time).

7.01 City Tournaments. EMT agrees to waive entry fees (consisting of green fees and
cart fees) for the use of the Golf Course for the conduct of one city-sponsored
fundraising tournament annually.

8.0 UTILITIES. All utilities, including, but not limited to, telephone, internet, electric, gas,
sewage/garbage, cable, and all other utilities will be the responsibility of EMT. The
provision of both potable and irrigation water will be the responsibility of the City.
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9.0 SECURITY. EMT will at all times during the term of this Agreement provide adequate
security and safety measures necessary to protect the Golf Course and any persons,
including EMT’s employees, invitees, agents, and members of the general public, from
risk of harm arising from EMT’s management of the Golf Course.

10.0 JACK CREEK. EMT will endeavor to retain the natural golf features and aesthetic
beauty of Jack Creek Valley. EMT will work closely with the appropriate governmental
agencies to meet this obligation. EMT will not use any pesticides or fertilizers which
require a permit, or allow any pesticides or fertilizers to enter Jack Creek.

11.0 WASTE. EMT must not commit or suffer to be committed any waste upon the Golf
Course premises or allow any nuisance, unreasonable noise, odor, or other act or thing
that may disturb the quiet enjoyment of any other person(s) or entities located on or near
the Golf Course premises.

12.0 DISASTER ASSISTANCE. In the event the golf course suffers damage as a result of a
disaster event declared by the President, whereby disaster assistance funds are made
available for public facilities, City shall apply for assistance to fund debris removal and
repairs at the Golf Course.

13.0 EQUIPMENT. EMT may use City-owned equipment secured as a part of the Settlement
Agreement with Wild Rivers Golf Management for the purpose of maintaining and
operating the Golf Course. EMT shall be responsible for maintenance and repair of said
equipment. EMT shall notify City when such equipment is no longer serviceable or no
longer of use and shall assist the City in the disposal of said equipment. Thereafter, EMT
shall be responsible for providing replacement equipment as needed which will be an
asset of EMT. Attached hereto as Exhibit B is a listing of City-owned equipment as of the
execution this Agreement.

13.01 Carts. City agrees to enter into a lease/purchase agreement or otherwise secure
financing for the purchase of 48 golf carts from a third party. EMT agrees to pay
to City an amount equal to the monthly lease and/or purchase payment. Upon
final payment on said financing, ownership of the carts shall be transferred to
EMT. EMT shall at all times be responsible for the maintenance and repair of said
carts. EMT may purchase or lease additional carts at their discretion and at their
expense.

13.02 Equipment Replacement. City and EMT will develop plan for equipment Formatted: Indent: Left: 0.5", Hanging: 0.5"
replacement, including financing. Formatted: Underline

14.0 SAFETY.

14.01 Unsafe Conditions. EMT must immediately correct any unsafe condition of the
Golf Course or unsafe practices occurring thereon, as well as comply with all
applicable safety laws. EMT must cooperate and comply fully with City, County,

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 State, Federal or any other regulatory agency having jurisdiction thereover
regarding any safety inspections and certifications of any and all structures,
enclosures, vehicles, and equipment.

14.02 Emergency Assistance and Notification. EMT must take commercially reasonable
steps, such as call 9-1-1, in order to obtain emergency medical care for any
member of the public who is in need thereof, because of illness or injury
occurring at the Golf Course and agrees to cooperate fully with City in the
investigation of any accidental injury or death occurring at the Golf Course. EMT
must submit a report within twenty-four (24) hours to the City Manager of any
accidental injury requiring ambulance response or death.

14.03 Fire Protection. City shall provide fire protection services for the Golf Course and
shall, at its discretion, locate fire suppression equipment at Golf Course. City may
provide Golf Course employees with training in use of said equipment.

15.0 SUPERVISION. EMT shall report to and take direction from the City Manager. EMT
shall maintain accounts and records, including personnel, property and financial records,
adequate to identify and account for all costs pertaining to this Agreement and such other
records as may be deemed necessary by the City to assure proper accounting of all funds.
EMT will submit a quarterly financial report to the City Manager detailing all expenses
and income for each month.

16.0 INSURANCE. EMT must obtain and maintain during the term of this Agreement, and
any extension thereof, the following types of insurance at EMT’s sole expense.

16.01 Commercial General Liability. CGL insurance with not less than the following
limits, and endorsed to include the City of Brookings as an additional insured,
shall be provided by EMT:
a. General aggregate: $2,000,000.
b. Completed operation aggregate $2,000,000.
c. Personal and advertising - injury $1,000,000 each occurrence.
d. Fire damage: $100,000
e. Medical expense $10,000
f. Umbrella Liability Aggregate: $1,000,000

16.02 Workers’ Compensation Insurance. Workers compensation insurance shall be

required under the Laws of the State of Oregon.

16.03 Automobile Insurance. Automobile insurance shall be provided covering all

owned, leased, and hired vehicles and non-ownership liability for not less than the
following limits:
a. Bodily injury: $1,000,000 per person $1,000,000 per accident.
b. Property damage: $500,000 per accident basis.

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 16.04 Primary Insurance. EMT’s insurance policies, with respect to any claims related
to this Agreement, will be primary with respect to all other sources of coverage
available. Any City maintained insurance or self-insurance coverage will be in
excess of and not contribute to any of EMT’s coverage.

17.0 INDEPENDENT CONTRACTOR. EMT services shall be furnished by EMT as an

independent contractor and nothing herein contained shall be construed to create a
relationship of employer-employee or master-servant, but all payments made hereunder
and all services performed shall be made and performed pursuant to this Agreement by
EMT as an independent contractor. EMT acknowledges that the compensation for all
services provided under this Agreement is specified in the Agreement and EMT is not
entitled to any City benefits including, but not limited to: vacation pay, holiday pay, sick
leave pay, medical, dental, or other insurance benefits, or any other rights or privileges
afforded to City employees. EMT represents that EMT maintains a separate place of
business, serves clients other than the City, will report all income and expenses accrued
under this contract as applicable to the Internal Revenue Service, and has a tax account
with the State of Oregon for payment of all applicable taxes collected by the State of
Oregon. Neither EMT nor any of its employees are eligible to receive any of the rights or
benefits otherwise available to City employees. EMT shall be free from the direction and
control of the City over the means and manner of performing services under this
Agreement, subject only to the right of the City to specify the desired results. EMT shall
be solely responsible for payment of all taxes, fees, and salaries due its employees as
required by law or other agreement.

17.01 Personnel. EMT represents that it will secure at his own expense, all personnel
required to perform the services under this Agreement. Such personnel shall not
be employees of nor have any contractual relationship with the City. Such
personnel shall be compensated solely by EMT.

17.02 Employees. EMT shall: (1) determine personnel requirements, recruitment

schedules, and compensation levels; (2) furnish job descriptions for full-time, and
operational and procedural manuals for all personnel; and (3) establish forms and
procedures for employee compensation. EMT shall hire, promote, discharge, and
supervise all employees performing services in and about the Golf Course. All of
the employees of the Golf Course shall be employees of EMT. City must approve
in advance and in writing the hiring of EMT’s general manager. Such approval
shall not be unreasonably withheld.

17.03 Supervision. All of the services required hereunder will be performed by EMT or
under its supervision and all personnel engaged in the work shall be fully
qualified and authorized or permitted under state and local law to perform such
services.

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17.04 Subcontracting. EMT shall negotiate, consummate, enter into, and perform such
agreements as EMT may deem necessary or advisable for the furnishing of all
food, beverages, utilities, concessions, entertainment, operating supplies,
equipment, repairs and other materials and services as EMT determines are
needed from time to time for the management and operation of the Golf Course.
Notwithstanding the above, any contract that exceeds Ten Thousand Dollars
($10,000) in total payments over the term of such contract or which has a term of
more than one (1) year shall require the prior written consent of City.

17.04.1 Oceanside Diner/Jack Creek Café. It is recognized that, at the time of

first execution of this Agreement, Oceanside Diner, dba Jack Creek
Café, is conducting business within the clubhouse building under a
letter agreement with the City of Brookings. The parties agree that
EMT may shall enter into a subcontract agreement with Oceanside
Diner/Jack Creek Café or successor for the continuing operation of
said food service and restaurant not later than November 1, 2017. This
section is not to be interpreted as requiring EMT to contract for the
provision of food service or a restaurant.

17.05 Repairs. EMT shall use commercially reasonable efforts to make, or cause to be
made, all necessary and proper repairs in and to Salmon Run in order to keep and
maintain the same in good repair, working order and condition (normal wear and
tear excepted), and outfitted and equipped for the proper operation thereof.

17.05.1. EMT shall invoice City for the cost of all materials and supplies Formatted: Indent: Left: 1"
associated with maintenance as provided in Sections 4.0(r) and 5.0(l). Upon prior
written authorization by City, EMT may perform repair work listed in Section 5.0
and receive reimbursement for actual costs.

17.05.2 EMT and City, through its Public Works and Development Services
Department, shall develop a plan to address drainage and grading needs at the golf
course. Said plan shall identify corrective measures, estimated costs, sources of
funds, and a schedule of work for incrementally correcting flooding and other
course physical constraints to extended season use.

17.06 Licenses, Permits and Accreditations. EMT shall apply for and use its
commercially reasonable efforts to obtain and maintain, in City’s name (or, if
otherwise required by applicable law, in EMT’s name) all licenses, permits, and
accreditations required in connection with the management and operation of the
Golf Course. City will reasonably cooperate with EMT in applying for, obtaining,
and maintaining such licenses (including liquor licenses), permits, and
accreditations.

17.07 Fee. EMT’s fee will consist of retaining any income, subject to the following,
realized as a result of EMT’s management of the Golf Course under this

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 Agreement. EMT will not charge a monthly fee. EMT shall provide City with a
copy of EMT U.S. Corporation Income Tax Return (IRS Form 1120) not later
than May 15 of each year. EMT shall retain as a management fee 100 percent of
the first $50,000 of Taxable Income as shown on Line 30 of Form 1120 and 80
percent of Taxable Income in excess of $50,000. EMT shall remit to City the
aforementioned percent of Taxable Income in excess not later than June 1 of the
calendar year in which the federal income tax is payable.

17.08 Fee Upon Term Extension. The amount of Fee provided in 17.07 shall be
subject to renegotiation upon extension of this Agreement as provided in Section
7.0.

17.09 Disposition of funds remitted to City. Monies remitted to City under Section
17.07 shall be used by City to pay for capital projects and major maintenance to
golf course buildings, roads, drainage systems and other infrastructure.
Formatted: Font: (Default) Times New Roman,
12 pt
17.0917.10 City and EMT shall develop a plan for expansion or relocation of the
Formatted: Left, Indent: Left: 0.5", Space
driving range, including acquisition of additional land. After: 8 pt, Line spacing: Multiple 1.08 li, No
bullets or numbering, Adjust space between
Latin and Asian text, Adjust space between
18.0 ACCOUNTING AND REPORTING. EMT shall at all times maintain accounting Asian text and numbers
records in a format consistent (in all material respects) with generally accepted
accounting practices. EMT shall provide the following financial statements in a format
reasonably specified by City:

18.01 Quarterly Statement. EMT shall submit to City, within twenty (20) calendar
days after the close of each calendar month, a financial statement showing in
reasonably accurate detail the financial activities of Salmon Run for the
preceding calendar month and the calendar year to date.

18.02 Annual Statement. EMT shall submit to City, within sixty (60) calendar days
after the close of each calendar year, a financial statement showing in reasonably
accurate detail the financial activities of Salmon Run for the calendar year then
ended.

19.0 INTERNAL CONTROL. EMT agrees to develop, install, and maintain reasonably
appropriate accounting, operating, and administrative controls governing the financial
aspects of the Golf Course, such controls to be consistent with generally accepted
accounting practices and principles.

20.0 RECORDS INSPECTION. EMT shall maintain a complete set of all financial, vendor,
employee and operating records relating to the Golf Course. At any time during the term
of this Agreement, City shall have the right, to inspect the books, records, invoices,
deposits, canceled checks, or other financial data or transactions of the Golf Course at
reasonable times and during normal business hours. City reserves the right to engage an

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 independent auditor to audit the financial activities of the Golf Course. Upon expiration
or termination of this Agreement, EMT will promptly turn over all such records or copies
of such records to City.

21.0 DEFAULT. The occurrence of any one or more of the following events, which is not
cured in any applicable grace period, shall constitute a default under this Agreement
(hereinafter referred to as an “Event of Default”):

21.01 Failure to Comply. Either party’s failure to comply with any of the covenants,
agreements, terms, or conditions contained in this Agreement that is not cured
within thirty (30) calendar days after written notice thereof from the other party to
specifying in detail the nature of such failure. Notwithstanding the foregoing, in
the event any failure cannot with due diligence be cured within such thirty (30)
day period, if the defaulting party proceeds promptly and diligently to cure the
same and thereafter diligently prosecutes the curing of such failure, the time
within which the failure may be cured shall be extended for such period as may be
necessary for the defaulting party to cure the failure.

21.02 Bankruptcy. If either party: (1) applies for or consents to the appointment of a
receiver, trustee, or liquidator of itself or any of its property; (2) is unable to pay
its debts as they mature or admits in writing its inability to pay its debts as they
mature; (3) makes a general assignment for the benefit of creditors; (4) is
adjudicated as bankrupt or insolvent; or (5) files a voluntary petition in
bankruptcy or a petition of an answer seeking reorganization or an arrangement
with creditors, or taking advantage of any bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation law or statute, or admits the
material allegations of a petition filed against it in any proceedings under any
such law, or if any action shall be taken by said party for the purpose of effecting
any of the foregoing.

21.03 Reorganization, Receiver. If an order, judgment, or decree is entered without the

application, approval, or consent of the party by a court of competent jurisdiction
approving a petition seeking reorganization of said party or appointing a receiver,
trustee, or liquidator of said party, or of all or a substantial part of any of the
assets of said party, and such order, judgment, or decree remains unstayed and in
effect for a period of ninety (90) calendar days from the date of entry thereof.

21.04 Fraud. If either party has reasonable grounds to suspect that the other party has
committed an act of fraud involving the provision of services under this
Agreement including any acts of fraud suspected against the corporate officers,
directors, employees or agents of either party.

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22.0 WRITTEN NOTICE OF TERMINATION. Upon proper termination of this Agreement,
EMT shall vacate the Golf Course and transfer all contracts, licenses, unearned accounts
receivable, furniture, fixtures, and equipment to the City and assist in the orderly transfer
of the operation to the City or the City’s contractor for management.

22.01 Termination for Fraud. If EMT defaults by committing an act of fraud, the City
may terminate the Agreement immediately upon written notice to EMT and
obtain performance of the work elsewhere.

22.02 Termination for All Other Causes. When termination occurs under any terms or
condition of the Agreement, the City shall establish a schedule for EMT to
comply with in vacating the Golf Course and winding up its business under this
Agreement. Upon any termination notices under the Agreement, EMT shall work
diligently and in good faith to vacate the property in accordance with the City’s
schedule. In no case, shall the schedule for vacating the property exceed 60
calendar days.

23.0 GENERAL PROVISIONS.

23.01 No Discrimination. EMT will not discriminate in the operation or management of

the Golf Course against any person on account of age, race, religion, color,
handicap, marital status, sex, national origin, ancestry, sexual orientation, arrest
record or conviction record. This section does not prohibit the abidance of law
governing the consumption of alcoholic beverages or the offering of special rates
or services to persons 50 years of age or older.

23.02 Notice. Any notices to be given under this Agreement by either party to the other
must be in writing and may be transmitted by personal delivery or by certified
mail, postage prepaid with return receipt requested. Mailed notices will be
addressed to the parties at the addresses appearing below their respective
signatures, but each party may change that address by written notice in
accordance with this section. Notices delivered personally will be deemed
received as of the date of actual receipt; mailed notices will be deemed received
three (3) calendar days after the date of mailing.

23.03 Modification. Any modification of this Agreement will be effective only if it is in

writing and signed by both parties.

23.04 Indemnification. To the fullest extent permitted by law, EMT shall indemnify,
defend, and hold harmless the City, and its officers, employees, and agents
(“indemnitees”), from and against any and all causes of action, claims, liabilities,
obligations, judgments, or damages, including reasonable attorney’s fees and
costs of litigation (“claims”), arising out of EMT’s performance under this

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 Agreement or out of the operations conducted by EMT, including the City’s
active or passive negligence, except for such loss or damage arising from the sole
negligence or willful misconduct of the City. In the event indemnitees are made a
party to any action, lawsuit, or other adversarial proceeding arising from EMT’s
performance of this Agreement, EMT shall provide a defense to the indemnitee or
at the City’s option, reimburse indemnitees their costs of defense, including
reasonable attorney’s fees, incurred in defense of such claims.

23.05 No Assignment. This Agreement is for the personal services of EMT. EMT may
not assign this Agreement, EMT’s right to moneys becoming due under this
Agreement, or EMT’s duties under this Agreement to any other person or entity
without the written consent of the City. Any attempt at any such unauthorized
assignment shall be void.

23.06 No Waiver. The failure of either party to insist on strict compliance with any of
the terms, covenants, or conditions of this Agreement by the other party will not
be deemed a waiver of that term, covenant, or condition, nor will any waiver or
relinquishment of any right or power at any one time or times be deemed a waiver
or relinquishment of that right or power for all or any other times.

23.07 Compliance with Laws. EMT shall comply with all applicable local, state and
federal laws and regulations.

23.08 Attorney’s Fees. If any legal action or proceeding is necessary to enforce or

interpret the terms of this Agreement, the prevailing party will be entitled to
reasonable attorneys' fees, costs, and expenses in addition to any other relief to
which that party may be entitled. This provision will be construed as applicable to
the entire Agreement.

23.09 Severability. If any provision in this Agreement is held by a court of competent

jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this
Agreement will nevertheless continue in full force without being impaired or
invalidated in any way.

23.10 Entire Agreement. This instrument contains the entire agreement of the parties
with respect to the subject matter hereof and there are no other promised
representations or warranties affecting it. This Agreement supersedes any and all
other agreements, either oral or in writing, between the City and EMT with
respect to the engagement of the City and EMT and contains all of the covenants
and agreements between the parties with respect to that engagement. Each party
to this Agreement acknowledges that no representation, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party that are not embodied in the Agreement, and that no other

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 agreement, statement, or promise not contained in this Agreement will be valid or
binding on either party.

23.11 Execution. Each person signing on behalf of the respective parties represents and
attests that they are authorized to sign and to bind their principals.

IN WITNESS WHEREOF, the parties have executed this Agreement on this 20th day of May,
2016.

CITY OF BROOKINGS EARLY MANAGEMENT TEAM, INC.

898 Elk Drive P.O. Box 1688
Brookings, OR 97415 Brookings, OR 97415

By: Gary Milliman, City Manager By: Valarie L. Early, President

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