WITH THE CITY OF ROCKAWAY BEACH, MISSOURI;
5
(Q)
ESTABLISHING AND MAINTAINING PARKING AREAS
REQUIRED FOR THE EMPLOYEES OF THE GAMING OPERATIONS AND THE FACILITY, AND, TO
THE EXTENT NECESSARY, ESTABLISHING AND MAINTAINING ADEQUATE TRANSPORTATION TO
SUCH PARKING;
(R)
DEVELOPING AND MAINTAINING CUSTOMER AND
GUEST TRANSPORTATION SERVICES, INCLUDING INTERFACING WITH TOUR BUS OPERATORS
SERVING THE BRANSON, MISSOURI AREA AND DEVELOPING AND MAINTAINING WATER AND LAND
SHUTTLE SERVICES BETWEEN THE FACILITY AND THE CITY OF BRANSON, MISSOURI; AND
(S)
THOSE DUTIES SPECIFIED BY THE COMPANY FROM
TIME TO TIME.
2.2
CONSTRUCTING AND EQUIPPING THE FACILITY.
FOLLOWING THE EFFECTIVE DATE, THE COMPANY, THROUGH THE BOARD AND WITH THE
DIRECTION AND ASSISTANCE OF THE MEMBERS, SHALL UNDERTAKE ALL STEPS NECESSARY TO
DESIGN, CONSTRUCT AND EQUIP THE FACILITY.
THE MANAGER SHALL SUBMIT ALL
CONSTRUCTION AND EQUIPMENT PLANS TO THE BOARD AND THE GAMING COMMISSION FOR
FINAL APPROVAL BEFORE IMPLEMENTATION.
ANY CONTRACTS PERTAINING TO THE DESIGN,
CONSTRUCTION OR EQUIPMENT OF THE FACILITY SHALL ALSO REQUIRE THE FINAL APPROVAL
OF THE BOARD.
2.3
REIMBURSEMENT OF COSTS.
ANY AND ALL
REASONABLE COSTS INCURRED BY THE MANAGER IN FULFILLING ITS RESPONSIBILITIES
PURSUANT TO THIS AGREEMENT SHALL BE REIMBURSED BY THE COMPANY TO THE MANAGER
(THE "OPERATING EXPENSES").
THE MANAGER SHALL SUBMIT ITS OPERATING EXPENSES TO
THE COMPANY FOR REIMBURSEMENT IN ACCORDANCE WITH THE PROCEDURES COMMUNICATED TO
THE MANAGER BY THE COMPANY FROM TIME TO TIME.
2.4
COMPLIANCE WITH APPLICABLE LAW.
THE MANAGER
SHALL PERFORM ALL OF ITS RESPONSIBILITIES PURSUANT TO THIS AGREEMENT IN
ACCORDANCE WITH APPLICABLE LAW.
2.5
QUARTERLY MEETING.
THE MANAGER SHALL BE
AVAILABLE FOR A MEETING AT THE FACILITY WITH THE COMPANY AND THE MEMBER
REPRESENTATIVE AT LEAST EVERY THREE (3) MONTHS DURING THE TERM HEREOF TO DISCUSS
ALL MATTERS RELEVANT TO THE GAMING OPERATION.
2.6
MANAGEMENT FEE.
IN CONSIDERATION OF THE
PERFORMANCE OF THE DUTIES AND OBLIGATIONS ASSUMED BY THE MANAGER HEREUNDER, THE
COMPANY AGREES THAT THE MANAGER SHALL RECEIVE COMPENSATION EQUAL TO THE
MANAGEMENT FEE, WHICH SHALL BE PAID TO THE MANAGER ON A MONTHLY BASIS COMMENCING
AFTER THE OPERATION DATE.
THE MANAGEMENT FEE SHALL BE CALCULATED MONTHLY
BEGINNING AS OF THE LAST DAY OF THE FIRST COMPLETE CALENDAR MONTH THAT OCCURS
AFTER THE OPERATION DATE ("CALCULATION DATE") AND SHALL BE RECONCILED ANNUALLY.
SUCH ANNUAL RECONCILIATION SHALL BE REVIEWED AND CONFIRMED BY THE CPA.
ALL
PAYMENTS TO THE MANAGER OF THE MANAGEMENT FEE SHALL BE DEPOSITED AS INSTRUCTED
IN WRITING TO THE COMPANY BY THE MANAGER FROM TIME TO TIME WITHIN THIRTY (30)
DAYS FOLLOWING EACH CALCULATION DATE.
2.7
TERM OF THE AGREEMENT.
THE TERM OF THIS
AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND SHALL CONTINUE UNTIL
TERMINATED PURSUANT TO SECTION 6.1 OF THIS AGREEMENT.
6
ARTICLE 3.
EMPLOYEES AND OPERATIONS
3.1
PERSONNEL.
ALL EMPLOYEES OF THE FACILITY
SHALL BE COMPANY EMPLOYEES ASSIGNED TO THE FACILITY UNDER THE AUTHORITY AND
SUPERVISION OF THE MANAGER, AND SHALL NOT BE EMPLOYEES OF THE MANAGER.
ALL
RESPONSIBILITY FOR EMPLOYMENT DECISIONS, INCLUDING, BUT NOT LIMITED TO, THE
HIRING, FIRING, PROMOTION, TRANSFER, COMPENSATION AND DISCIPLINE OF