1
EXHIBIT 10.5
EXPENSE SHARING AGREEMENT
THIS EXPENSE SHARING AGREEMENT is dated as of _________________, 1998, by
and among PRESIDIO GOLF TRUST, a Maryland real estate investment trust (the
"Trust"), PRESIDIO GOLF LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Operating Partnership," and together with the Trust, "Presidio"), and XXXXXX
XXXXXX GOLF MANAGEMENT LLC, a Delaware limited liability company ("Xxxxxx
Management").
W I T N E S S E T H:
WHEREAS, prior to the consummation of Trust's initial public offering of
common shares of beneficial interest, (i) Xxxxxx Management's general partner
and limited partnership interests in the Operating Partnership were converted
into units of limited partnership interests in the Operating Partnership; and
(ii) Xxxxxx Management contributed certain of its properties to the Operating
Partnership; and
WHEREAS, pursuant to that certain Concession Contract (the "Concession
Agreement") dated September 29, 1995 by and between Xxxxxx Management and the
United States of America, Department of the Interior, National Park Service,
Xxxxxx Management leases certain premises located at Xxxxxxxx 000, Xxxxxxxxxx
Xxxxxx, Presidio Main Post, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (the "Office
Premises"); and
WHEREAS, the parties hereto believe that the mutual rendering of services
by Presidio and Xxxxxx Management to each other will be to the mutual benefit of
each of the parties hereto.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, Presidio and Xxxxxx Management hereby agree as follows:
1. From and after the date hereof, Xxxxxx Management will provide such
facilities within the Office Premises as reasonably requested by the Trust and
its subsidiaries, including the Operating Partnership. Notwithstanding the
foregoing, in no event shall Xxxxxx Management be required to acquire any
additional facilities to provide facilities pursuant to this Agreement.
2. Xxxxxx Management will be reimbursed by the Trust on the basis of an
allocation of the costs for such facilities based on the cost accounting method
used by the Trust and its subsidiaries and Xxxxxx Management, respectively. For
purposes of determining the costs allocated with respect to Presidio's use of
space within the Office Premises, such costs will be based on the amounts
payable, including all occupancy costs, under the Concession Agreement.
2
3. Each quarter Xxxxxx Management shall prepare a schedule of the allocated
costs that Xxxxxx Management has incurred on behalf of the Trust and the Trust
shall pay to Xxxxxx Management the amount owed. Once each year after the close
of the year, the parties shall prepare a schedule of all of the costs and
expenses as allocated for such year which schedule, including supporting records
and work papers, shall be subject to review by independent auditors appointed by
the Trust to review the annual schedule. Notwithstanding the foregoing, in the
event that the parties shall disagree as to the appropriate allocation of such
costs and expenses, the decision of the Trust's independent auditors with
respect to the appropriate allocation of costs shall be final. As soon as
practicable after the annual schedule of costs has been determined as aforesaid
for any year, the party, if any, having a debit balance for such year, promptly
shall pay any amounts owed for such year to the other party.
4. This Agreement shall be for an initial term ending on December 31, 1999
and thereafter shall continue on a year to year basis. Notwithstanding the
foregoing, this Agreement may be terminated by either party, without penalty,
upon not less than thirty (30) days prior written notice as of December 31 of
any year.
5. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified, supplemented or waived, nor may consent
to departures therefrom be given, without the written consent of Xxxxxx
Management and the Trust, as approved by a majority of the trustees of the Trust
who are not employees, officers or affiliates of a lessee of the Trust.
6. Any obligation or liability whatsoever of the Trust which may arise at
any time under this Agreement or any obligation or liability which may be
incurred by it pursuant to any other instrument, transaction or undertaking
contemplated hereby shall be satisfied, if at all, out of the Trust's assets
only. No such obligation or liability of the Trust shall be personally binding
upon, nor shall resort for the enforcement thereof be had to, the property of
any of its shareholders, trustees, officers, employees or agents (solely as a
result of their status as shareholders, trustees, officers, employees or
agents), regardless of whether such obligation or liability is in the nature of
contract, tort or otherwise.
2
3
IN WITNESS WHEREOF, the parties have executed this Agreement as the date
first set forth above.
PRESIDIO GOLF TRUST, a Maryland
real estate investment trust
By:
-------------------------------
Its:
---------------------------
PRESIDIO GOLF LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: PRESIDIO GOLF TRUST
Its: General Partner
By:
-------------------------------
Its:
---------------------------
XXXXXX XXXXXX GOLF
MANAGEMENT LLC, a Delaware limited
liability company
By:
-------------------------------
Its:
---------------------------
3
