Loading...
HomeMy WebLinkAbout027-Mayfair Golf Course Termination of Lease AgreementI wool 11INNNIII111111111111 HIM III IIommIIII d as 3 0 a 0 1~ 0 U 0 \Y � o � M C' V U O a� .a o x � o TERMINATION OF LEASE AGREEMENTS AND RELATED AGREEMENTS AND MUTUAL RELEASE THIS TERMINATION OF LEASE AGREEMENTS AND RELATED AGREEMENTS AND MUTUAL RELEASE (hereinafter "Release ") is made this 28th day of September, 2007, between THE CITY OF SANFORD, its commissioners, officers, employees, managers, predecessors, successors, assigns and any and all other legal representatives, (hereinafter "City ") and SEMINOLE CLUB, INC., its current stockholders, officers, directors, successors, assigns and any and all other parties having authority to act on its behalf (hereinafter "Seminole Club ") and ALICE V. DANIELS and her respective estates, executors, administrators, personal representatives, assigns, and any and all other parties authorized to act on her behalf (hereinafter "Ms. Daniels "). Page 1 of 8 MARYANNE MORSE, CLERK OF CIRCUIT COURT SEMINOLE COUNTY BK 06833 F'qs 0883 - 942; (60p9s) CLERK'S * 2007141926 oo io/03/2007 03:19:56 PM IN CONSIDERATION of the sum of ONE MILLION SEVEN HUNDRED FORTY SIX THOUSAND NINE HUNDRED FORTY TWO DOLLARS AND EIGHTY THREE CENTS ($1,746,942.83), (hereinafter "Specified Payment ") and other good and valuable consideration, the execution of this Release and mutual separate agreements, covenants and warranties hereinafter contained, the receipt and sufficiency of which is acknowledged by each party, it is agreed, covenanted and warranted by and between the City, Seminole Club, and Ms. Daniels (collectively, the "parties ") that: (1) The City, Seminole Club, and Ms. Daniels cancel and terminate the following agreements and amendments concerning the real property described in Section One of the March 11, 1981 Lease Agreement, and its buildings, facilities and appurtenances, to wit: (a) Lease Agreement dated on or about March 11, 1981 (hereinafter "Lease Agreement") as recorded in Plat Book 1346, Page 1746 through 1759 of the Public Records of Seminole County, Florida, attached hereto as Exhibit A; and (b) Agreement dated on or about May 28, 1996 (hereinafter "Eminent Domain Proceeds Distribution Agreement'), attached hereto as Exhibit B; and (c) City of Sanford and Mayfair Golf Course Agreement dated on or about October 31, 1997, (hereinafter "Golf Course Agreement'), attached hereto as Exhibit C; and (d) Effluent Disposal /Irrigation Agreement dated on or about April 25, 1988 (hereinafter "Effluent Disposal /Irrigation Agreement'), attached hereto as Exhibit D; and Termination of Lease Agreements and Related Agreements and Mutual Release Page 2 of 8 (e) First Amendment to Effluent Disposal /Irrigation Agreement dated on or about May 31, 2000 (hereinafter "First Amendment to Effluent Disposal /Irrigation Agreement "), attached hereto as Exhibit E; and (f) First Amendment to Lease Agreement dated on or about May 31, 2000 (hereinafter "First Amendment to Lease Agreement ") as recorded on July 3, 2000 in Plat Book 3878, Page 1718 through 1721 of the Public Records of Seminole County, Florida, attached hereto as Exhibit F; and (g) Any and all other landlord /tenant relationships between the parties whether actual or implied. These agreements identified in paragraph 1(a) through (f), and copies being attached hereto as Exhibits A through F, are collectively referred to as the "Lease Related Agreements." (2) Seminole Club and Ms. Daniels and their employees and representatives shall vacate and forever surrender the real property described in Section One of the March 11, 1981 Lease Agreement, and its buildings, facilities and appurtenances, by 5:00, p.m. on September 28, 2007. (3) The City, Seminole Club, and Ms. Daniels hereby remise, release, acquit, and forever discharge each other from any claims relating to the Lease Related Agreements including, but not limited to, all manner of action or actions, cause or causes of action, suits, debts, dues, sums of money, accounts, reckonings, accountings, bills, specialties, covenants, Leases, controversies, agreements, promises, variances, trespasses, Termination of Lease Agreements and Related Agreements and Mutual Release Page 3 of 8 damages, judgments, executions, claims and demands whatsoever, in law or in equity, which said City, Seminole Club, and Ms. Daniels ever had, now have or hereafter can, shall or may have, against each other, for upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents; including, but not limited to any claim or cause of action related to or arising from the Lease Related Agreements and any agreements or amendments germane thereto and the negotiations and representations related to the Lease Related Agreements. (4) Attached hereto as Exhibits A through F and incorporated herein by reference without limitation, are the Lease Related Agreements which are being cancelled, terminated and held for naught by the parties hereto in their defined capacities for the consideration defined. (5) Seminole Club and Ms. Daniels agree to indemnify the City for any losses or expenses incurred as a result of any judgment of record against Seminole Club or the real property as a result of the Lease Related Agreements, including its buildings, facilities, and concessions, from the effective date of the Lease Agreement to the effective date of this Release, and any judgment entered hereinafter that is germane to or arises out of the business operation of the real property that is the subject of the Lease Related Agreements, including its buildings, facilities, and concessions, by Seminole Club or any and all parties having apparent or actual authority to act on its behalf. (6) Seminole Club, Ms. Daniels, and Maece Taylor, Inc. have agreed, pursuant to the Post - Closing and Escrow Agreement, attached hereto as Exhibit G, that THIRTY Termination of Lease Agreements and Related Agreements and Mutual Release Page 4 of 8 THOUSAND DOLLARS AND NO /100 ($30,000.00) will be subtracted from the Specified Payment and held in escrow pursuant to the terms of the Post - Closing and Escrow Agreement. (7) Facsimile Signatures: To facilitate execution, the parties hereto agree that this Termination of Lease Agreement and Related Agreements and Mutual Release may be executed and telecopied by the other party and that the executed telecopy shall be binding and enforceable as an original. (8) This Release and all attachments and exhibits hereto are subject to recordation amongst the public records of Seminole County, Florida. IN WITNESS WHEREOF, the parties have executed this Release intending to be bound thereby on the date and year written below their respective signatures. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Termination of Lease Agreements and Related Agreements and Mutual Release Page 5 of 8 Attest: CITY OF SANFORD, FLORIDA Janet R. Dougherty, ity Cle& Linda K hn, Mayor 9 0� / ,Zno 7 Date STATE OF FLORIDA COUNTY OF SEMINOLE Th fore ing instrument was acknowledged before me this p�� day of 2007, by Linda Kuhn as Mayor for the City of Sanford who is pers nally known to me and who did /did not take an oath. &A0 /SAS �,od(,{�'{�d Fz- Tah' -cr lJeu�ie P 1��( ° - lf3�o l �Fs1`o — O n _ /y /4406 ;i lif1�'i /< -600-63.3- �35 —o f -- 09 �, Official Notary Signature (Notary Seal) Printed Name DAWN M. BOUSE Notary Public, State of Florida Pdiy Comm. expiresNo DD348544 Bonded thru AShto Aocrcy, Inc. (800)451 Termination of Lease Agreements and Related Agreements and Mutual Release Page 6 of 8 Witnesses: Signature Z5� V F_ W\UL% STATE OF r" COUNTY OF SEMINOLE CLUB, INC. Signature A Ile /V Printed Name Title . The foregoing instrument was acknowledged before me this Q8 �' day of EI[, 12 G , 2007, by Ellice V•�aaiGls as s;este t' for Seminole Club, Inc. who is personally known to me or who produced Ft . IV - vr. , laic -env as identification and who did /did not take an oath. (Notary Seal) Official Notary Signature TZ4ru- I. 5+a_'f T1'RAI.STALTARE Printe Name 2R: r MY COMMISSION #I DD 473371 EXPIRES: October 21, 2009 ti6h BatedTw.NaryPI*Lk&.fl. Termination of Lease Agreements and Related Agreements and Mutual Release Page 7of8 d " , A ©, D © '7 Printed Name Date Witnesses: r �) Si gnature Printed Name /) ALICE V. DANIELS • - /�� / V NZA Printed Name Signature Date 4� r ( , 54i Afad '-� Printed Name STATE OF FkU pA COUNTY OF The foregoing instrument was acknowledged before me this a 8 day of 4k f ay , 2007, by Alice V. Daniels who is personally known to me or Z who produced T1, Df - L cer,Sk as identification and who did /did not take an oath. Official Notary Signature (Notary Seal) � "• "F TM 1. $TIILTARE j 1 w (1c Pe- W COMMISSION 0 DD 473371 EXPIRES: O*ber21,2009 Printed Name e�a•a mu rbm�y Rbic tuidNwieK• Termination of Lease Agreements and Related Agreements and Mutual Release Page 8 of 8 !J i:. CJ. FL, L E A S E THIS INDENTURE OF LEASE, made and entered into in duplicate this 11th day of March, 1981, by and between CITY OF SANFORD, FLORIDA, a municipal corporation created by the laws of the State of Florida and existing'in Seminole County, Florida, hereinafter referred to as Lessor, and Seminole Club, Inc., a Florida Corporation hereinafter referred to as Lessee, whether one or more, which expressions, Lessor and Lessee, shall include the successors, assigns, heirs and legal representatives of the :..ep�ective parties when the context so requires or admits, W I T N E S S E T H: 1. PREMISES AND TERM The Lessor has demised, leased and let, and by these N M 0 a + o •b > w u 0 �o Z wcn Presents does demise, lease and let unto the Lessee the following described real property and buildings' thereon situate in Seminole County, Florida, at what is commonly designa-ted the Sanford Golf Course and Country Club, a more particular description of said Property being, to -wit: Block 6 of the Bel -Isle Section of Loch Arbor as recorded in Plat Book 7, Page 72, of the Public Records of Seminole County, Florida AND Begin 30 chains south of the northeast corner of Section 4, Township 20 South, Range 30 East, run south 12.83 chains, thence west 7.17 chains, thence north 45 degrees west 4 chains, thence west 20.04 chains, thence south 10 chai..ns, thence west 5 chains, thence south 3 chains, thence west 5 chains, thence north 53 chains, thence east 20 chains, thence south 20 chains, thence east 10 chains, thence south 10 chains, thence east 10 chains, to the point of begin- ping, containing 123 acres, more or less, (LESS: Beginning at a poi.nt on the East Lire of Section 4, Township 20 South, Range 30 East, Seminole County, Florida, 1951 feet South of the Northeast corner Of said Section 4, thence run South along o� ?' the East Line of said section 106.6 feet, run thence West 98.9 feet, run thence �- North 71 degrees and, 14 minutes West .385.5 s feet, run thence South 87 degrees 5 1 i tes,and 15 seconds East 464.10 feet tothe Point of beginning) . ? EXHIBIT ; ,d e A � Page 1of14 -1- ro AND J !� F. Begin 53 chains South of NW corner of East , 1/2 of Section 4, Township 20 South, Range 30 East, run South 350.3 feet, thence East 200 feet, thence North 56 degrees 49 -1/2 minutes East 222.05 feet, thence North 14 degrees 40 -1/2 minutes East 440.92 feet, ,thence West 167:1 feet, thence South 198 feet, thence West 330 feet to point of beginning; I AND I Out Lot No. 1, less the North 230 feet, LOCH ARBOR, Country Club Entrance Section, Plat Book 5, Page 72, of the Public Records Of Seminole County, Florida, TO HAVE AND TO HOLD the above described real property and buildings, with all the rights, privileges and appurtenances thereunto belonging unto the Lessee for a term of sixty- seven years and seven months (7), beginning on the 11th day of March, 1981 and ending on the 10th day of'October, 2048, unless the said term shall be sooner terminated as hereinafter set forth. 2. RENTALS I Lessee covenants and agrees during the remaining t � erm 1/1 hereof, to spend annually on capital improvements, in lieu of� ?� rent, first to the golf course'itself•until such time as the layout and condition of said course are satisfactory to Lessor, - and then to building improveme;t „and•addiiional s,trucures,�he following sums: five percent (5$) of all gross revenue Gross revenue shall be defined as all revenues derived from all sources ' ZO except proceeds from the operation of the shop, as long as s� the pro shop-is being operated by the fro as reimbursement to th�o Pro shop proceeds shall include the sale of all mer- chandise, golfing equipment and proceeds from golf lessons but shall specifically exclude cart rentals. p y l Quarterly and annual ' accountings shall be rendered to the City of Sanford as pro- 5A1�. vided in paragraphs 18 and 19 of this lease. In the event any of the aforesaid sums, on an annual basis, are not spent in lieu ���T of on such improvements, the same shall be R o paid as rent to � I' the City: Capital improve ment shall be defined as t C )✓I �.a °.e � N try EXHIBIT � A Page 2of14 impro vements which become permanent in natu as compared to �l improvements which are required only to maintain repair And condition; provided, however, the expenditures required t%orein for re- working and�renoVation of tees and greens shall {kp considered as capital improvements: I,t is further agreed t11at the above' described sums may be carried over from year to year, for example: if Lessee expends during one year the sum ,.if $25,000.00 in permanent' improvements and if under the above described gross revenue formula $5,000.00 would be required during such year, the remaining $20,000.00 would be carried forward to subsequent years and credited toward future required expenditures under the above described formula. 3. CONDITIONS This lease is made subject to the following terms, conditions, covenants and restrictions hereby agreed upon by and between the Lessor and the Lessee, to -wit: (1) Lessee agrees during the term of ,this lease to maintain and operate the golf course on the above described property as an eighteen hole golf course, aggregating 6;000 J in length, with fairways of standard'width, and clubhouse {� i and locker rooms as a country club. The annual maintenance requirements for the golf course shall include as minimum standards proper , watering, mowing and weed kill- __- ,ing programs The proposed annual maintenance program shall first Ckr ;•r be submitted to the City Commission .on an annual basis for (, I! , 1 , approval, rejection or modification. Once an annual maintenance /) program is approved by the City, it shall be implemented by the Lessee within the following twelve months. (2) The Lessee has ,inspected the property hereby leased'and let and accepts the same in its condition as and of th.e llth. day of March, A.D., 1981. (3) Taxes The Lessee shall, in addition to the rentals hereby reserved, pay or cause to be paid before they, become delinquent, all taxes, assessments and charges for water, 1 �v EXHIBIT A Page 3ofI4 -3- 14 Ci �J a IN sewage disposal, gas, electricity, and anv other utilities and any and all other impositions, general or special, ordinary or extraordinary, 'of every kind and nature assessed, levied or im- posed by any taxing authority upon said demised real property, buildings or personal property, or any part thereof, or upon any building or buildings from time to time hereafter erected on said real property by the Lessee or upon any personal Property hereby leased and let, or which may be levied, assessed, or im- posed upon the interest of the Lessor in or under this lease or,upon its reversionary estate in said premises, said obligations on--the•part•Of'the Lessee'to continue throughout the term of this.•lease. The Lessee"shall likewise pay before they become delinquent 'any, and all' faxes that may be levied by- any'' ` C` authority upon this lease or leasehold interest. 'The Lessee shall deliver to the Lessor within (30) 1 thirty days after the payment of any taxes, assessments or other r1j impositions, the receipts or duplicate copies ••thereof showing Payment thereof. Should the Lessee for any reason fail. to pay such taxes, assessments and impositions before they become de- liquent and when and where same shall become due, then the •Lessor shall have the right at its option and without waiving its right to declare a forfeiture of this lease by reason of such default', to pay the same together with such penalties as may be accrued, and charge the same against the Lessee, where- upon the same, together with all penalties and interest, shall foEthwith become due and payable by the Lessee to the Lessor, with interest thereon. - J (4) Assessments for Public Im provements . The Lessee shall pay, before they become deliquent, any and all assessments which may be made by the Lessor or its successor )r- successors; or by:any other authorized taxing body, for any )ublic improvements affecting the real property hereby leased �nd ,lett,. and which are ordinarily assessable against real roperty. -4 -- C� 'I 6 � A Page 4of14 (5) Use and Care of Premises The Lessee shall not permit or suffer the commission of waste of the property hereby leased-and let, nor said premises or the buildings there- on, to be used for any vicious, illegal or immoral purposes or for any purpose that will substantially increase the rate of insurance thereon, or for any purpose in'violation of State Laws, or municipal ordinances, rules or regulations now or there- after in force and applicable thereto.; and the Lessee shall con- form its operations and uses of the leased property with all laws,'ordinances, rules and regulations of the United States of America, the State of Florida, and the Lessor and of all public authorities, boards or officers relating to said premises, and relating to health and safety and shall keep and maintain said premises and buildings and every part thereof and all sidewalks -- and areas adjoining the same in a clean, safe, secure and whole- some condition. 0 u J 0 J (6) Maintenance of Buildings The Lessee shall C_ c °- maintain 'at its own expense all of the aforesaid buildings and additions thereto and fixtures therein, and at its own expense , keep the same in a state of sound 'condition and repair. This provision shall likewise apply to any building or buildings that may be constructed on the leased premises. 0 (7) New Buildings to Become Property of Lessor Any building or buildings erected on the leased premises and�� all additions thereto and fixtures thereon shall be and become J a part of the land upon which erected, and shall not be removed by the Lessee before or at the termination of this lease, by lapse of time or otherwise, except as provided in Paragraph (8). (8) Removal of Buildings None of the buildings hereby leased and let or replacement or replacements thereof orh additional building or buildings shall be removed by the Lessee 1l unless by reason of age the same shall become incapable of re- pair; in which event the Lessee may; with the written approval of Lessor, remove such building or buildings so incapable of being -5- EXHIBIT A Page 5of14 'N repaired. In the event of the removal of any building or build- 7 ings by the Lessee the Lessee may erect at its own expense in place thereof another building or buildings, in value equal to or greater than the building or buildings so removed. The plans and specifications for any building or buildings proposed to be erected by the Lessee shall be subject to the approval of the Lessor. The Lessee shall, before commencing construction of any new building, furnish and deliver to the Lessor a good and sufficient bond of 'indemnity or other security acceptable to the p o Lessor, to secure and safeguard said premises and the Lessor 70 G against any and all liens, claims, levies, attachments, demands; ,costs, expenses, loss or damage in relation thereto, and the Co N work and labor done thereon and the materials furnished there- for and against all claims and demands.or contractors, subcon- tractors, laborers, materialmen and all other persons in respect thereto.' The Lessee shall, in no event, have power, authority or right hereunder to incur and create any obligation in such respect to said premises, buildings, or improvements which shall create or constitute a lien or claim in favor of Lessee or a third party against the right, title and interest of the Lessor in or to said premises, buildings or improvements which may now or hereafter be erected thereon and notice of hereby given to all persons furnishing labor .or materials therefor that any liens therefor shall attach only to the leasehold interest hereunde -•and be subordinate to all of the rights, 'title and interest �of= Lessor in and to said premises; buildings and improvements under this lease. The materials of any build ing,��9�;, removed hereunder shall be the property of the Lessor. 1 (9) Indemnity f or Lessor and others The Lessee shall keep the Lessor harmless ana indemnified at all times against any loss, cost, damage or expense by reason of any accident, loss, casualty or damage to person or property sub- stained by any of Lessee's employees, patrons, guests or anyone else while on or occupying any of the leased premises and while A Page 6of14 w c... ec repaired. In the event of the removal of any building or build- 7 ings by the Lessee the Lessee may erect at its own expense in place thereof another building or buildings, in value equal to or greater than the building or buildings so removed. The plans and specifications for any building or buildings proposed to be erected by the Lessee shall be subject to the approval of the Lessor. The Lessee shall, before commencing construction of any new building, furnish and deliver to the Lessor a good and sufficient bond of 'indemnity or other security acceptable to the p o Lessor, to secure and safeguard said premises and the Lessor 70 G against any and all liens, claims, levies, attachments, demands; ,costs, expenses, loss or damage in relation thereto, and the Co N work and labor done thereon and the materials furnished there- for and against all claims and demands.or contractors, subcon- tractors, laborers, materialmen and all other persons in respect thereto.' The Lessee shall, in no event, have power, authority or right hereunder to incur and create any obligation in such respect to said premises, buildings, or improvements which shall create or constitute a lien or claim in favor of Lessee or a third party against the right, title and interest of the Lessor in or to said premises, buildings or improvements which may now or hereafter be erected thereon and notice of hereby given to all persons furnishing labor .or materials therefor that any liens therefor shall attach only to the leasehold interest hereunde -•and be subordinate to all of the rights, 'title and interest �of= Lessor in and to said premises; buildings and improvements under this lease. The materials of any build ing,��9�;, removed hereunder shall be the property of the Lessor. 1 (9) Indemnity f or Lessor and others The Lessee shall keep the Lessor harmless ana indemnified at all times against any loss, cost, damage or expense by reason of any accident, loss, casualty or damage to person or property sub- stained by any of Lessee's employees, patrons, guests or anyone else while on or occupying any of the leased premises and while A Page 6of14 using or operating any of the leased personal property, and to that end shall maintain at all times, in full force and effect N U I insurance against liability for damage sustained by negligence of the Lessee, their agents,. servants, employees, or sub - tenants or by reason of any'accident, loss, casualty or damage resulting to any person or property through any use, misuse or non -use of said premises or personal property or by reason of any act or thing done or undone on, in or about said premises, or in relation thereto. (10) Alterations, Fixtures, Etc. The Lessee shall have the right, at-their own expense,.t.o-m'ake alterations, attach fixtures and erect partitions and signs in and upon the bui I� ldings , hereby leased or any replacements or additional buildings. on the ,fir premises, subject to any and all building restrictions now or hereafter imposed by the City of Sanford and to inspection by the 1 ") L essor or its duly constituted representatives; but Lessee, if required'by the Lessor, shall upon the termination of this lease, .restore said premises to a condi -tion equal to that existing at the time of the Lessee's entering upon the same under this lease reasonable and ordinary wear and tear and damage by war, fire, flood, windstorm or any of the other elements or by circumstances Dver which the Lessee has no control, excepted, except however, that if the Lessor requires such restoration, the Lessee shall be liven written notice by the Lessor at least thrity (30) days be- `ore the termination of this lease. (11) Inspection of Property by Lessor The_I,e,ssor shall have the right to enter upon all of the real property' and'buildings hereby leased and let, for the purpose of inspect - ing the property leased and let, to determines whether the terms and conditions of this lease are being observed and carried out by the Lessee, and for an other Y purpose necessary or proper .f or the reasonable protection of Lessor's interest in said property. (12) Reservations for Utilit Pur oses. The Lessor hereby makes reservations of so much of the y property V UT EXHIBIT A Page 7of14 -7- h^ hereby leased and let as may be reasonably necessary for any and all kinds of utility servies and purposes, with the' right to enter upon any of said property for the installation, main- tenance, repair, removal or transfer thereof, either to existing buildings and installations of any hereafter placed upon any part of the property herein demised. (13) Damage by Fire or Element's Lessor shall carry such insurance against fire'and /or windstorm covering the C buildings now or hereafter existing on said demised property as ►! Lessor shall consider necessary, provided however, that Lessee �) shall reimburse in full to Lessor any premium or charge paid fie` for such not less than three (3) months after Lessor shall have paid such premium or charge. There shall be no Y� � 1 liability .on Lessor for restoration of any buildings on premises I r hereby demised which are damaged or destroyed by causes not �1 covered by insurance carried by Lessor and the Lessor's liability for damage or destruction insured against shall extend under the conditions hereafter set -forth only to the amount of the proceeds of any insurance paid to Lessor on policies covering said pro- S perty. Any insurance proceeds paid'to Lessor by reason of loss as aforesaid shall be applied to restoration of the'btilding or< �pl z a buildings damaged or destroyed, g g y provided that Lessee shall pay Re s any additional amount required to effect such restoration to substantially equal condition.to that prior to such damage or destruction. Should Lessor and Lessee agree not to restore any 1r: )v such--building or should - restoration not .be..,substantially begun ,n within six months after the damage or destruction shall occur, J��uV; the Lessee may retain all insurance proceeds received by it to G 'f be .,for...,any municip4h!. purpose . (14) Assignment of Lease, Subletting The Lessee shall not assign this lease nor sublet the premises or any part !; A ,, , thereof without the written consent of the Lessor. Lessee shali exhibit this lease for examination by any prospective subtenant before'requesting such consent to sublease, and the rights of any ME EXHIBIT A Page 8of14 subtenants permitted by Lessor shall always be subject to and subordinate to the rights, title and interst of the Lessor here- under, and sub subletting shall. not relieve the Lessor from its p l i. t17 C � L.I c: responsibility to carry out the terms of this lease, and the Lessor shall not be required to look to any sub - leasee or sub- tenant for the performance of any of the covenants required to be by the Lessee, hereunder; and the Lessee shall con- tinue to be bound by all of the terms, agreements and covenants and conditions hereof. (15) Service of Notices Whenever it shall become necessary or desirable to serve notice upon one party by the other', said notice shall be in writing or printing and may be sent by registered mail with full postage prepaid to the last known post office address of the then Lessor or Lessee who is such of record; and notice to the then Lessor or Lessee of re- 0 r cord shall, for all purposes; be deemed notice to eabh and every- one of their predecessors in interest respectively, and to all persons holding under or through them. (16) Five Year Improvement•P.rogram Lessee coven- ants and agrees that during five years immediately succeeding the execution of this instrument Lessee will make the following improvements to the golf course: FIVE YEAR PROGRAM FOR MAYFAIR COUNTRY CLUB I. STAFFING Pro Manager - Golf Director Bj Assistant Pro- Manager - -. ... C Supgrintendent D. Head Professional 1. Pro -Staff 2.' Teaching Staff 3. Carts 4. Starters & Rangers E. Club House - Assistant Pro - Manager II. COURSE MAINTENANCE A. Immediate adherence to a complete, consistent and sound maintenance program. 1. Mowing Schedule 2'. Watering schedule, according to need A -9- Page 9oi14 3. Fertilizing schedule according to soil analysis 4. Chemical program u-> .. rte. �r. C .r .-i a•. b. c. d. B. Special Insecticide Fungicide Herbicide Nematicide Programs - Golf Course 1. Strong herbicide program and resprigging of fairways 10 -18 24 Construction of proper paths Asphalt 8'' wide with rock base 3. Rebuilding of closed bunkers that were on original design 4. Re- dragging and beautifying existing lakes 5. Tree planting program to outline fairways, #10, #11, 012, #13 6. Converting existing range into first class practice and teaching facility 7. Modernize all equipment and sprinkler system 8: Improve security by fencing III: CLUB HOUSE AND PRO SHOP: A. Special Programs 1. Renovating clubhouse 2. Renovating pro shop and cart barns 3. Beautifying grounds around clubhouse and pro shop 4. Renovating locker room 5. Landscaping existing entrance to clubhouse and parking lot 6. Renovating swimming ,pool and pool house IV. GOLF ACTIVITIES A. Hire outstanding head pro, pro shop staff and teaching staff B. Redecorate and restock pro shop to compete with better pro shops in the area C. Initiate comprehensive teaching program 1. 2. 3. 4 ' D. Org< Free Clinics Free Jr. Program Private lessons T.V. lessons International golf school inized Golf Club 1.. Men's golf association and tournament schedule 2. Women's golf association-and tournament schedule 3. Twi -lite golf 4. Pro -am schedule' 5. Pro tournaments a. Winter open b. Summer open C. Space coast tour (4) 6. Area Junior Tournament 7.- Summer Junior training program EXHIBIT $ A - Page 10of14 • i T � ' V. EXPAND FOOD AND BEVERAGE PROGRAM COST OF PLAN OVER AND ABOVE NORMAL EXPENSES Chemical Program Renovation of Fairways, trees, ,Bunkers Cart Path Construction Lake Program Irrigation Upgrade Range Facilities Clubhouse and Building Parking Lot and Landscaping Fencing TOTAL, cry $ 50,000.00 $ 50,000.00 $ 55,000.00 $ 20,000.00 $ 30,000.00 $ 20,000.00 $150,000.00 $ 50,000.00 $ 30,000.00 $455,000.00 Yearly Average for five Years 91,000.00 Lessee further covenants and agrees to expend a average of $91,000.00 annually during the five years immediately succeeding the execution of this lease for the programs outlined in the preceding paragraph. It is expressly understood and 'agreed between the parties that this sum is in addition to the maintenance program identified in paragraph 3 (1) or any other expenditures provided for elsewhere in this lease. It is agreed between the parties that any expenditures herein shall be cumula- tive'and any amount spent in excess of the '$91,000.00 minimum shall be credited toward expenditures in subsequent years. It is further agreed that sums spend for labor shall be considered in computing the expenditures described above. The. renovation Lessee `shall furnish to Lessor on or before thirty (30) days �l� ✓' �', after the end of each quarter during the entire term of this lease, a statement of all gross revenues of the business opera - 10 tions cbnducted by Lessee on the leased preinises during such 30� } ! preceding months, which statement shall show the actual amount ,.4;�� of,gross revenue as herein defined and any other receipts from,;5�� sales or services for the preceding quarter and which shall be of the back nine holes shall be considered a priority item by the parties and shall be completed by October 1, 1981. (17) Statements as to Lessee's Receipts broken down so as to show the gross revenues of each catagory of operations, and shall be sworn to by an officer of Lessee who of his own knowledge knows the correctness of each statement. -11- $ A Page llof14 i Ln (18) Auditor's Annual Certificate. .Lessee shall - furnish Lessor within sixty (60) days after the expiration of C1 , each lease year during the term of the lease, a complete state- S�fN anent of all gross revenues as herein defined from sales R1i services ;•, xendered, and all other business operations conducted on the leased premises during the preceding lease year. Said statement :shall show alI of the gross revenues of each catagory of opera- tions, and shall be, certified as acurate by a licensed, practic- ing Certified Public Accountant who does not hold any ownership interest in the operation of said business. (19) Liability Insurance Supplementing the insurance i ndemnification provision of this lease, Lessee agrees to carry a policy of public liability and property damage insurance in which the limits of liability shall not be less that $500,000.00 per person, and $1,000,000.00 for each accident or occurance for bodily injury, and $50,000.00 for property damage. Said policy shall name Lessor as co- insured and shall be insured by such companies as are first approved and acceptable to Lessor. (20) Restrictions A ainst Removal of Trees or Subletting During the remaining term of said lease Lessee 'is prohibited, without the written consent of Lessor, from cutting or removing TfJ any timber or trees, except dead trees, upon the demised premises, and is further prohibited from subleasing any of the areas not "_ now presently occupied by fairways, greens, or building struc- tures. _J (21) Use BY Local Residents The Lessee shall at all times permit the use thereof by local residents and their guests on a membership basis and daily green fee basis comparable tb average membership fees and daily green fees charged by phblic•'and jrivate golf in the surrounding EXHIBIT A _12- Page l�of14 I territory of a radius of fifty miles. (22) Contingencies Constituting a Breach Hereof 4: In the event any levy, lien or attachment shall be made against the interest of the Lessee or if any other proceedings at law or in equity be instituted to subject said premises or any part thereof to the payment of any claim, debt, liability or damages of or against the Lessee, or the Lessee shall become insolvent or bankrupt, or if proceedings for the receivership or bankruptcy shall be instituted against them, or if they shall make an assign- ment for the benefit of creditors, or if they in any manner seek, permit, or suffer the fee or the leasehold interest hereby created to be transferred, or encumbered by operation of law, or other- wise jeopardized, hypothecated, or encumbered, except for such transfers as may be authorized under Section 2 of this lease, then and in any such event, or in the event of the same or similar legal or equitable consequence or effect, such event shall be deemed to constitute a breach of this lease, at the option of the Lessor so as to terminate all rights, privileges, and interest of Lessee herein and hereunder, unless however; the Lessee shall, without the necessity of demand or notice from the Lessor obtain and procure within thirty (30) days after the same shall have been done, instituted, filed, or made or asserted, a discharge, release, cancellation or withdrawal thereof, or within like period bond the same off ftom 'said premises and leasehold interest and relieve said leasehold interest and the Lessor's interest herein and in said premises therefrom. The failure of the Lessee to pay any of the rentals, taxes, or any of the other sums in the manner and time hereinbefore provided, and the continuance of such,failure for a period of thirty (30) days, or to keep, fulfill or perform any of the other terms, provisions, agree- ments, covenants and conditions herein - contained, on their part to be kept, fulfilled and performgd, and the continuance of such failure for a period of sixty (60) days after notice in writing from the Lessor to Lessee of such failure, shall likewise con- EXHIBIT A Page 13of14 -13- I stitute a breach of this lease, at the option of the Lessor, so as to terminate all rights, privileges and interest of the Lessor, Therein and hereunder. In the event of a breach of this lease, 11 , the Lessee shall and will pay to the Lessor all costs', reasonable 11 attorney' . s fees, and other expenses which may be incurred by the Lessor in enforcing their rights hereunder and also such other actual damages as the Lessor may actually sustain by reason of said breach or default. Waiver of one or more defaults by the Lessee hereunder shall not constitute a waiver of any other subsequent defaults. _ IN . . ... S WHEREOF, the Lessor has caused these I to b executed in its name by its Mayor, and attested and .its corporate - seal,hereunto affixed by its City Clerk, and the 'Lessee -have hereunto affixed their hands and seals, the day and year., first above written. ' and Delivered rvp ce of: f is C er Lessor CITY ANFORD, FLORIDA v Its ayor Lessor.- 0 it, 6dl U-) O is / SEMINOLE CLUB, NC. „� 1110 111111111.�,� By: Jo Da INC es�c2nt Less e t to essee �; at • �' ` ~ 4r -14- EX:14 Page - A - G 'R - E' - E M �E N T THIS Agreement made and entered into this 24_ �K' day of /k4Y , 1996, by and between the CITY OF SANFORD, FLORIDA, a municipal co- rporation hereinafter referred to as "City ", and SEMINOLE CLUB, INC., a Florida corporation, hereinafter referred to as "Seminole Club ". WHEREAS, the CITY is fee simple title holder of, and SEMINOLE CLUB is Lessee of the property known as Mayfair Country Club, and WHEREAS, both property interests are effected by the condemnation taking of the Northerly taking of said property by County of Seminole and, WHEREAS, the CITY and SEMINOLE CLUB have separately negotiated their damage claims, and WHEREAS, each party has a mutual legal interest in the repair and restoration of the golf course, and WHEREAS it is the underlying intent that SEMINOLE CLUB perform restoration and repairs and hold the CITY free and c -lear of any liens or encumberances, NOW THEREFORE, for good and valuable consideration.and the mutual covenants contained herein, the parties follows: 1. SEPARATE IDENTITY OF CLAIMS Each party acknowledges that, subject to this specific Agreement, the CITY and SEMINOLE CLUB have separate and distinct claims in the condemnation - action and taking by Seminole County - above- referenced. Each party has separately negotiated its claim or interest with the County. SEMINOLE CLUB acknowledges in favor of the CITY that the CITY has not participated in SEMINOLE CLUB's process of settlement nor does the CITY warrantor guarantee the sufficiency of the loss payable to SEMINOLE CLUB. The CITY will not be obligated to supple- ment any funds payable to SEMINOLE CLUB for repair and restoration of Mayfair Country Club. SEMINOLE CLUB shall make no claim against the separate award in favor of the CITY_ Except to the extent of the restrictions of this Agreement, the CITY acknowledges in favor of SEMINOLE CLUB that it has no claims to the loss payment made to SEMINOLE CLUB by the County. EXHIBIT � B Page lof4 All loss of business. or loss of revenue claims made by SEMINOLE CLUB shall remain the separate property of SEMINOLE CLUB. SEMINOLE CLUB shall segregate th,e loss payment portion attributable to repair and restoration of the golf course and sha.11 manage the - funds subject to this Agreement. The -.CITY shall not supplement this loss claim nor shall the CITY make any claim to any excess should any remain after restoration of the golf. course. 2 • REPAIR AND RESTOR .:OB L - I'GAT ION Pursuant to the obligat -ions of its Lease Agreement, dated on or about March 11, 1981, .SEMINOLE CLUB shall conduct and perform all reconstruction effort -s to and restore to present quality condition th.e par 72 course known as Mayfair Country Club. 3. FUNDS MAN EXHIBIT B Page 20f SEMINOLE CLUB shall deposit all of its loss payable allocated to reconstruction in the amount of $325,000. (Three Hundred Twenty -Five Thousand Dollars) as follows: a) $292,500 shall deposited with First Union National Bank in a separate fund as an ope. rating_ account. SEMINOLE CLUB shall be signatory on the account. A 10% (ten percent) retainage in the..a.mount of $32,500.00 shall--be deposited in a separate account at First Union National Bank. Said funds- - shall be accessable only by - the *joint sighatures.of SEMINOLE CLUB and the CITY and each such party sha11 be entitl -ed to all reports and information access. b) Each such account shall be interest bearing and said interest shall accrue to the favor of SEMINOLE CLUB. c) Distributions from.the operational account, until the property known as Mayfair Country Club is substantially repaired or restored, shall be limited-- - to expenses reasonably necessary and related - to the repair and restoration of the golf course. EXHIBIT B Page 20f N 0 E d) Th -e retainage- monies shall be payable to SEMINOLE CLUB upon substantial completion of the repair and restoration which shall be deemed to have occurred when the restored portions of the course are- available for play in substantially similar condition as the course exists -:at the date of this Agreement. .4. LIEN WAIVER PROVISIONS SEMINOLE CLUB, at the outset of its repair and restoration efforts, shall provide the CITY an Owners /Contractors Affidavit in form sufficient to the CITY detailing all contractors, sub-contract- ors and materialmen known or anticipated at the outset of construction. This Affidavit shall be supplemented from time to time as needed by SEMINOLE CLUB prior to hiring any new contractors, sub - contractors or ordering from new materialmen. Supplemental Affidavits may be faxed to the CITY followed by a hard copy within five (5) business days. e o e CITY for inspect. at anytime. a) Partia -1 Lien Waivers Seminole Club shall obtain Partial Lien Waivers with each payment made - providing for a waive- of all legal and equitable lien rights which could accrue for al labor performed and material fur through throe h the date. of job P E`Ocf - formance- al 1 ocated to the .payment. pq:'-. b) Final Lien Waivers Any final payment made to any contractor, sub- contractor or materialmen shall be conditioned rn=° upon a complete and final Lien Waiver of all legal and equitable rights for the entire job- perforrmance at Mayfair Country Club. P1,1, °? Said Lien Waivers shall be obtained and maintained on file at the offices of SEMINOLE CLUB on the remises of Ma fair.Cbuntr j�+_.�• . p y Club. Said documents shall be availabl t th - EXHIBIT ;t B Page 3of4 5. LEASE AGRE - EMENT ACKNO WUE - UGMENT SEMINOLE CLUB acknowledges that this Agreement directly relates to its Lease Agreement with the CITY dated on or about March 11, 1981 and specifically is in fulfillment of its obligations in paragraph 3, Conditions, which provides that the Lessee shall during the term of this Lease maintain and operate the golf course. 6. SUFFItCIFNCY - OF - ('I - ATM SEMINOLE CLUB acknowledges that it has agreed to and accepts the payment of $325,000.00 (Three'Hundred Twenty Five Thousand Dollars) from Semino - le County as full payment for any property - acquisition or loss claims. This compensation fully satisfies any _claim to any loss or property reduction under the Lease Agreement with the CITY dated March 11, 1981. 7. SEMINOLE CLUB does hereby indemnify and agree to hold the CITY harmless for any and all claims, demands or causes of action which could arise or be made in connection with all construction and renovation activities contemplated under -this Contract, including all direct or indirect claims of any contractors, subcontractor; material - men or laborer. '8. In the event of any litigation arising under this Contract the prevailing party shall be entitled to an award of a reasonable attorneys fee. 9. Venue for any claim or cause of action arising out of this Contract shall be Seminole County, Florida. IN WHEREOF, the parties- hereto have set their hands and seals the day and year first above written. SEMINOLE CLUB, CITY OF SANFORD, FLORIDA By WHITEY ECKSTEIN, ACTING MAYOR Attested to by: Depu C i � y C l e r k EXHIBIT B Page 4of4 a CITY OF SANFORD AND MAYFAIR GOLF COURSE AGREEMENT This Agreement is made and entered into this _'s t s r of 0 " - G =Z , 1997 by and between Seminole Club, Incorporated, a Florida Corporation, hereinafter know as Golf Course and City of Sanford, Florida a municipal corporation created by the laws of the State of Florida and existing in Seminole County, Florida, hereinafter referred to as City, shall include the successors, assigns, heirs and legal representatives of the respective parties when the context so requires or admits_ WITNESSETII WHEREAS the City ol is the legal owner of that property commonly designated as the Sanford Golf Course and Country Club/Mayfair Country Club; and WI4EREA the Sanford Golf Course and Country Club has been out leased to Seminole Club, Incorporated under a lease entered into on March 11, 1981, which contains a more specific legal description of the total property referre&to as Sanford Golf Course and Country Club; and ' WIiEREAS Seminole Club Inc. and the City of Sanford entered into an agreement dated April 25, 1988, for the City to install an irrigation system and provide reclaimed water to the golf course. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto do agree as follows: 1) The foregoing recitals are true and correct 2) Purpose of the Agreement - The purpose of this AGREEMENT is to shift the responsibility and duties to operate, repair and maintain the EXHIBIT � c Page lof6 existing reclaimed water irrigation system from the CITY to the GOLF COURSE with compensation provided from the CITY to the GOLF COURSE to perform the required work. 3) Responsibilities of the Golf Course - The Golf Course shalt assume responsibility for all maintenance, repair and operation of the irrigation system currently performed by City personnel. These duties shall include, but are not limited to, maintaining and repairing all sprinkler heads, controllers, small diameter pipe line (3 inch and smaller), wires, valves, weather station, computer, MAXI S system electrical system components, power source and other appurtenances. If the GOLF COURSE physically determines that a pipe line break occurred in a pipe line with a diameter of more than 4 inches, or if the Golf Course believes that a repair is outside the purview of this agreement, then the Golf Course shall contact the Utility Director or his designee in writing, and the Utility Director will investigate to determine . if the repair will require City remediation due to being outside the scope of this agreement. If the City agrees that the repair requires City remediation, then the City will commence remediation activities. The GOLF COURSE shall utilize reclaimed water in accordance with previous agreements. The design rate of reclaimed water to be used at the GOLF COURSE is 0.63 MGD annual average. Nothing in this agreement shall force the GOLF COURSE to utilize any volume of reclaimed water that would be detrimental to the operation or turf of the course.The Golf Course shall provide a written monthly summary by the fifth (5th) of every month. The GOLF COURSE shall employ I EXHIBIT C Pas; 2of6 an appropriate number of professionals with experience in irrigation system operation and maintenance to fulfill the obligations of this agreement_ The irrigation system shall be maintained to industry standards. 4) (A) City Responsibilities - The City shall continue to maintain the master pump station at the golf course and all related pump station components with the exception of the fertigation system (this shall include the jockey pump, pond level, etc). The City shall be responsible for maintaining all large diameter pipe lines (4 inch and larger). The City shall have the right to enter upon the premises at any time in order to inspect and monitor the irrigation system to insure that the Golf Course is operatirfg and maintaining the system according to industry standards.. (I3) City Contact Personal - Should the Golf Course determine a problem that is the City's responsibility, they may contact the Utility Department at : 330 -5640 8:30 a.m. - 5:00 p.m. 322 -4194 After Hours Emergency The City's contact person will be Paul Moore, Utility Director, or his designee. Any telephone contact shat) be followed up in writing_ 5) Payment - The total annual payment from the City to the Golf Course shall be $56,000. This payment shall include reimbursement for labor, materials, equipment and all other costs associated with the maintenance and operation of the reclaimed water irrigation system. The Golf Course shall be responsible for invoicing the City quarterly C EXHIBIT � c Page 3of6 for payment of the reclaimed water irrigation system maintenance. Quarterly invoices shall be issued in January, April, July and October of each year. The City shall make payment to the Golf Course within thirty (30) days after receipt of the invoice. 6) Record Keepinn - The Golf Course shalt maintain records of daily work orders, progress reports, employees time, and materials purchased (invoices) involving the reclaimed water irrigation system. This information, along with system operational data, shall be open for inspection to City personnel at all times. A Quarterly report shall be performed by the Golf Course listing all expenses associated with this agreement. This report shall be furnished with each quarterly invoice. 7) Regulatory Requirements - The Golf Course agrees to operate the existing reclaimed irrigation system in conformance with all State and local regulations. 8) Term of Agreement - This agreement shall become effective October 1, 1997. This is a one year agreement that may be extended each additional year if agreed to by both parties. Either party may terminate this agreement by giving a minimum six (6) month notice. Additional agreement extensions may involve payment changes and /or other changes if both parties are in agreement. The Golf Course shall notify the City by March of each year if they intend to continue the contract and /or to request a contract price modification. 9) Notices: Proper Form - Any notice required or allowed to be delivered hereunder shall be in writing and be deemed to be delivered when (1) 4 EXHIBIT C Page 4oiG of such notice when deposited in United States mail, postage prepaid, certified mail, return receipt requested, addressed to a party at the address set forth opposite the party's name below, or at such other address as the party shall have specified by written notice to the other party delivered in accordance herewith: Seminole Club, Inc__ Mr. Jack Daniels Mayfair Country Club P. O. Box 3911 Lake Mary, F132746 Sanford: City Manager City of Sanford 300 North Park Avenue Sanford, FI 32771 10) Notices Default - Each of the parties hereto shall give the - other party written notice of any defaults hereunder and shall allow the defaulting party thirty (30) days from the date the notice is sent to cure such defaults. 1 1) Indemnification - Golf Course shall provide proof of insurance naming both the Golf Course and the City as insured parties and protecting each against mutually responsible risks arising out of the reclaimed water irrigation system, including, but not limited to, public liability insurance with limits to be hereafter agreed upon by the parties in writing. 5 EXHIBIT � c Page 5of6 12) Successors and Assi Timis - The covenants and agreements set forth herein shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns. IN WITNESS WHEREOF the undersigned parties have executed this agreement in a form and manner sufficient to bid them as of the date of joint execution. Attest: oaxvx A&u 4a� et R. Dougherty, City lerk State of Florida County of Seminole City of Sanford, Florida By Larry A. Dale, Mayor S `ernrnnIA Chib Tin,- a s� Swom to (or affirmed) and subscribed before me this day of A.D. 1997, byJ V .I "ie-IS who is personally known to me OR produced identification. Type of identification produced > '>° Notary Public - State of Florida A. C. PARRrH My COMMi- ION Y CC 435850 EXPIRES: February 28. 19M t LL - Bonded Thn; Notary Public tkW wrte s EXHIBIT C Page 6of6 -io-k*A k,.I-Akj &, -I V - F ° 4/12/88 i EFFLUENT DISPOSAL /IRRIGATION AGREEMENT THIS AGREEMENT is made and entered into this of , 1988 by and between Seminole Club, Incorporated, a Florida corporation, hereinafter known as Permittor and City of Sanford, Florida, a municipal corporation created by the laws of the State of Florida and existing in Seminole County' Florida, hereinafter referred to as Permittee,shall include the successors, assigns, heirs and legal representatives of the respective parties when the context so'requires or admits.. W I' T H E S S E T H WHEREAS the City of Sanford is the legal ` owner of that property commonly designated as the Sanford Golf Course and Country Club /Mayfair Country Club; and WHEREAS the Sanford Golf Couse and.Country Club has been outleased to Seminole Club, Incorporated under a lease entered into on March 11, 1981, which contains a more specific legal description of the total property referred to as the Sanford Golf Course and Country Club; and WHEREAS this lease contains a provision tiYich is quoted as foll..)ws: 'I Puz oses. (-2) Reservations for Utilit The lessor hereby makes reservations of so much of the proPerty hereby leased d and let as may be reasonably necessary for any and all kinds of uti- lity s.ervi-ces and purposes, with the right to enter upon any of the EXHIBIT D Page 1 of 13 said property for the installation, maintenane, repair, removal or transfer thereof, either to existing building and installations of any hereafter placed upon any ,part of the propexty herein demised." WHEREAS it is recognized that reclaimed water irrigation/ disposal is a "utility purpose ", the Permittee - desires, under this lease provision, to utilize the Golf Course open area for disposal of "public access quality" treated effluent, .hereinafter referred to as effluent, which disposal will, partially meet the needs of Permittor for a supply' of water, containing nutrients, for irrigation; and WHEREAS the parties desire to reduce to writing .their agreement whereby the Permittee will utilize the open area of the Golf Course for disposal of treated effluent by spray irrigation ,and will provide to Permittor the benefits of such spray irrigation; and WHEREAS the design for the complete irrigation system for the Golf Course is now complete, with an average application rate projected of 0.6308 million gallons per day, said system to be installed and operational by approximately September, 1989; NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto do agree as follows: 1. The foregoing recitals are true -and correct. 2. Purpose of the System The purpose of the system W-?t 3rh�'h 0`f tt�'hLt% + tab _C,.- t2C: sbcw= ? tLn A D Page 2 of 13 drawings (s), and 'to properly dispose. of - treatred wastewater effluent at no direct cost to the Permittor for the. effluent utilized. The effluent must meet Florida Department of Environmental Regulation's "public access quality ", as stated below, and other applicable governmental permit. and pollution requirements. The Permittee shall be responsible by proper plant operation and onsite testing as necessary to insure that all such criteria are meta Preapplication treatment beyond the minimum is required where unrestricted public access is involved, such as for most park and golf course applica- tions. The effluent must contain' not more than 5 'mg /1 suspended solids on an annual basis and no detectable fecal coliforms at any time. This requirement is intended to minimize public. health con- cerns over pathogens, including virus. 3. Present Irrigation System The present irrigation system of the Golf Course consists of one well, complete with pump and distribution system. Water from this well is considered fully suitable for irrigation g purposes and when tested in February, 1987 hadia PH of 7.3. Water from this well is pumped through a series of underground mains and laterals to underground pop -up type sprinklers irrigating tees, greens, and fairways. This system is sometimes used for application of liquid chemicals. Roughs and-other areas are not generally irrigated. The maintenance and operation of this system is totally the responsibility of the'Permittor. This present system is to continue' to be operated for Golf Course — o __ D Page 3 of 13 irrigation during construction of the- new effluent irrigation system, and until the new effluent irrigation system is placed in full operation. After the effluent irrigation system is - in * full operation, present system will be utilized to provide regular irriga- tion for those areas shown on Appendix A where effluent irrigation may not be utilized. (These include.areas around City potable water wells along Rantoul Lane and areas around the swimming pool and food service operations of the Club House.) . Permittee shall be responsi- ble for repair within 24 hours of any damage to the present irriga- tion system caused by installation of the new effluent irrigation system. Permittor shall be responsible for other regular operation and maintenance expenses for the present system during 'and after the installation of the effluent system and prior to its commencement of operation, which will occur in approximately September 1989. If the present irrigation' pump /well is used to supply make up water to the effluent storage pond in any, case of nonavailability of effluent, costs of pumping from this.,well will be prorated between the parties based on time of use for effluent pond make up. 4. Effluent Irrigation System Permittee has completed design of an effluent irrigation system for the Golf Course for "total irrigation" of all available areas, including greens, .tees, fairways, roughs, and driving range except as provided for in Section 17, Documents have been submitted to Department of Environmental Regu- _lation for 'r.ev.iew and -- permitting for-• cons tructiori. Construction plans. - 4 - D Page 4 of 13 and specifications will be submitted'to Permittor for review and com- ment. Permittor will complete his review and provide-objective com- ments Permittee regarding the overall design of the effluent irri- gation system within a reasonable time, approximately' 30- days. Approval /concurrence will not be unreasonably withheld. Permittee shall make all reasonable effort to respond to comments and concerns of Permittor. Any remaining disputes will be resolved by a committee consisting of the Permittor's representative, the City Engineer,. and a third party selected by these two members. S. Construction of Irrigation System Permittee will construct at his expense, pipelines to convey treated effluent from Wastewater Treatment Plant to the Golf Course and shall construct certain land spreading /Golf Course irrigation improvements (system) as generally described in Attachment.A, titled. Contract B,'Irriga- tion of Golf Course at Mayfair Country Club Construction be in accordance with construction plans and specifications to be pre.- .,pared by Permittee's Consulting Engineers, Conklin, Porter & Holmes Engineers, Inca The system shall include a lined effleunt storage pond, effluent pump station and metef, irrigation lines, valves, heads, satellite controllers, master controllers, monitoring wells and appurtenances to all of the above. Permittee /construction con- tractor will be responsible for repairs of any damage done to present irrigation system, in order to assure its continued capability to be utilized. Permittee /construction contractor will be responsible to EXHIBIT _ 5 _ D Page 5 of 13 restore the grounds, in any area disturbed by„ him to previous grade, upon completion of work in that immediate area. No digging will be allowed on greens, tees, or putting green. All work.shall be, back- filled and leveled each construction day and all 18 'holes shall be reasonably playable on each weekend day (Saturday /Sunday). 6. Schedule for Construction Construction of the system shall be scheduled to be accomplished during the summer season when Golf Course activity is lower than in the winter time, and when natural growth rate of vegetation is. highest in order to permit rapid overgrowth of vegetation disturbed by system installa- tion. Construction in the various areas of the Golf Course will be scheduled to minimize impact on play of the course,--and to return areas to use as soon as possible following installation of the effluent irrigation system. Construction will be scheduled so that. no more than three (3) of the holes of the Golf Course may be out of play •at any .time. Except when and where• expressly permitted by Permittor, no construction work related to the irrigation system will be permitted on the Golf Course 3anuary 1 through May 1 of any y calendar year. It is anticipated that actual installation of 'the irrigation system on the Golf Course will commence approximately May 1, 1989 and be completed prior to September 30, 1989. The construc- tion period will be 150 days, (or less) per contract specifica- tions. 7.. Cost of Construction Permittee_ shall at its sole EXHIBIT cost and expense install the complete effluent irrigation system D �`ae G c% s 3 within the confines of the property, 'as generally, described on Exhibit A to provide irrigation for tees, greens (except as provided for in Section 17), fairways, roughs and other areas suitable for irrigation in order to provide as much capability for irrigation and effluent disposal as reasonably possible. 8. Effluent Irrigation System Operation the effluent irrigation system shall be primarily controlled by a computer driven automatic control system. Primary hours of, operation,for irrigation will be 6:00 P.M. to 6:00 A.M.. Additional operating time of the system during other hours may be controlled by the Permittor in order to provide necessary irrigation for.various areas of the Golf Course. Permittor shall have ability to curtail. programmed automa- tic operation of the effluent irrigation system.when operation of the system would have an adverse effect on the 'condition of the Golf Course. Such manual changes made from time to time by the Permittor will be considered as "manual overrides" of the computer control system.. Disputes over. what constitutes an adverse effect -will -be resolved by the committee established in Section 4. Irrigation of the'Golf Course, other than by natural precipitation and in specific areas where effluent irrigation is not to be used, shall be exclu- sively by the effluent irrigation system, except as otherwise pro- vided for by this agreement. Permittee shall maintain records of dates and times when the effluent irrigation system is -used for irrigation in a " manual override mode' unless the automated system _.__. EXHIBIT D has the ability to and records these operations. page 7 of 13 9. Effluent' Irrigation System Maintenance Permittee shall perform all maintenance -of the ' lined effluent storage pond, pumps, control .system, and effluent irrigation system including sprinkler heads on the Golf Course property., Permittee shall be responsible for appropriate level of inspection and testing to insure adequate maintenance of this system. Permittor shall be responsible to immediately notify Permittee of any apparent failures ' or malfunc -' tions of the system elements for which Permittee is responsible. Permittor shall* continue to perform maintenance on all remaining elements of the "non- effluent" irrigation system, including well., pump, distribution lines and sprinkler heads. 10. Grounds Maintenance It is recognized that there will be some increase. in the grounds maintenance effort required of the Permittor as a result of irrigation of all areas of the Golf Course. it is also recognized that Permittor will receive some econro- mic benefit from reduction in 'irrigation well pumping costs. It is agreed that Permittor shall perform all appropriate grounds mainte- nance for all portions of the Golf Course. Permittor shall" take reasonable care of his grounds maintenance efforts to avoid unneces- sary damage to the effluent irrigation system components. Permittor shall request assistance from Permittee for location of effluent system lines before doing any excavation, and'shall be responsible for proper repair damage resulting from such excavation. 11. Non - Effluent Irrigation System The irrigation system shall'be maintained and operated the - 8 - non - effluent ° EXHIBIT D Page 8 of 13 Permittor. After.activation of the effluent irrigation system, the non - effluent irrigation system will continue to be used to regularly irrigate the areas marked on Attachment A and may be-as provided for in Section 17, where ef- fluent irrigation will not be allowed and as a backup supply to the effluent irrigation system, whereby the well and pump may be utilized to fill the storage pond in case of inter- ruption of availability of suitable effluent. Permittor shall be responsible for maintenance of the pomponents of the non - effluent irrigation system and for its operation for irrigation in those spe- cific areas. Permittor shall continue to be responsible for all permits required for the irrigation well. 12. Record Keeping Permittor shall be responsible for maintaining records of operation of the effluent irrigation system, during the periods the Permittor puts the system on manual override. Copies of all records of these override periods shall be provided to Permittee on a monthly basis not later than' the tenth ( 10th) day of the month following. Pe shall be responsible for groundwater monitoring and for maintaining all records required by Department of Environmental Regulation and records from all data directly generated by the automatic control system. Copies of all automatic control system data, especially information regarding quantities of effluent applied shall be regularly shared with Permittor. 13. Term Of Agreement This agreement shall be effec- tive and be binding upon the parties 'as soon as executed by both -- EXHIBIT D parties. It shall remain effective for the life of the existing Page 9 of 13 lease for the Golf Course between. Seminole Club,. Incorporated, as ' - n well as any successors, and City of Sanford,i legal owner of the Golf Course. 14. Notices: Proper Form. -Any notice required' or allowed to be delivered hereunder shall be in. writing and be deemed to be delivered when (1) hand delivered to the official hereinafter designated or (2) upon receipt of such notice when deposited in United States mail, postage prepaid,.. certified mail, return receipt requested, addressed to a party at the address set forth opposite the party's name below, or at such other address as the party shall have specified by written notice to the other party delivered. in accordance herewith: Seminole Club, Inc.: Sanford: 15. Notices; Default. Mr. Jack Daniels Mayfair Country Club P.O. Box 3911 Lake Mary, Florida 32746 City Manager City of 300 North Park Avenue Sanford, Florida . 32771 Each of the parties hereto shall give the other party written notice of any defaults hereunder and shall allow the defaulting party thirty (30) days from the date of receipt to cure such defaults. 16. Indemnification. Permitee shall provide proof of insurance naming both Permittor and Permittee as insured parties and protecting each against mutually responsible risks - 10 - D Page 10 of 13 arising out of the reclaimed water. system and irrigation, includ- . . rk ing, but not limited to, public liability insurance with limits to be hereafter agreed upon by the parties in writing. To the extent permitted by Florida .Laws and within the statutory limits of its liability, Permittee shall indemnify Permittor and hold Permittor harmless from any and all claims, actions, losses, liability, suits, proceedings, costs, expenses, and damages arising out of the use of the said real property by the Permittee for the spray irrigation of treated effluent. Such costs and expenses shall include, but not be limited to, reasonable attorney's fees and the cost of any litigation including appellate proceedings. Per- mittee shall not be liable to the Permittor for any non - negligent, normal or natural effects upon said real property or upon any person or persons proximately caused by effluent spraying or the presence of an effluent spraying system on the said real property leased to the Permittor. (This provision shall not amend the responsibility of Permittor created by the, lease of March 11, 1981. 17. Plans for the Golf Course reclaimed water irrigation sys- tem include irrigation of all greens with , water. 'Permittee pursued this course of design based on numerous known Golf Course operations where reclaimed. water is utilized throughout, without any identified adverse therefrom. Permittor feels special concern for the irrigation of the greens and is strongly disposed - 11 - EXHIBIT D Page 11 of 13 1• 4 arising out of the reclaimed water. system and irrigation, includ- . . rk ing, but not limited to, public liability insurance with limits to be hereafter agreed upon by the parties in writing. To the extent permitted by Florida .Laws and within the statutory limits of its liability, Permittee shall indemnify Permittor and hold Permittor harmless from any and all claims, actions, losses, liability, suits, proceedings, costs, expenses, and damages arising out of the use of the said real property by the Permittee for the spray irrigation of treated effluent. Such costs and expenses shall include, but not be limited to, reasonable attorney's fees and the cost of any litigation including appellate proceedings. Per- mittee shall not be liable to the Permittor for any non - negligent, normal or natural effects upon said real property or upon any person or persons proximately caused by effluent spraying or the presence of an effluent spraying system on the said real property leased to the Permittor. (This provision shall not amend the responsibility of Permittor created by the, lease of March 11, 1981. 17. Plans for the Golf Course reclaimed water irrigation sys- tem include irrigation of all greens with , water. 'Permittee pursued this course of design based on numerous known Golf Course operations where reclaimed. water is utilized throughout, without any identified adverse therefrom. Permittor feels special concern for the irrigation of the greens and is strongly disposed - 11 - EXHIBIT D Page 11 of 13 toward continuing to irrigate the .greens, utilizing water from the present irrigation. well. Permitter feels great concern for intro- ducing,any new changed condition, such as reclaimed water, and is therefore opposed to the planned use of reclaimed water on greens. As a means of resolving this conflict, it is agreed that Permittee will obtain an indepth unbiased study by an expert acceptable to both parties. The form of study will. include an identification of objective considerations to be addressed in arriving at a recom- mendation regarding irrigation of greens with reclaimed water, and will then address each of these objective considerations in arriv- ing at the recommendation, in favor of or against. irrigation of greens with reclaimed water. It is agreed that if the recommendation supports reclaimed water irrigation of greens, then the irrigation system .will be installed and operated as presently planned, and permitted by D.E.R. If the recommedation is against irrigation of greens with reclaimed water, Permittee will design and provide additional irrigation piping as necessary to provide for continued irrigation of greens from the pre- sent irrigation well-, with controls comparable to those presently in operation, utilizing water from the present irrigation well. 18. Successors And Assigns The covenants and agreements set forth herein shall inure to the to the benefit of and be binding upon the parties hereto, their successors and assigns. EXHIBIT 12 - _..__.. A D _ Page 12 of 13 z toward continuing to irrigate the .greens, utilizing water from the present irrigation. well. Permitter feels great concern for intro- ducing,any new changed condition, such as reclaimed water, and is therefore opposed to the planned use of reclaimed water on greens. As a means of resolving this conflict, it is agreed that Permittee will obtain an indepth unbiased study by an expert acceptable to both parties. The form of study will. include an identification of objective considerations to be addressed in arriving at a recom- mendation regarding irrigation of greens with reclaimed water, and will then address each of these objective considerations in arriv- ing at the recommendation, in favor of or against. irrigation of greens with reclaimed water. It is agreed that if the recommendation supports reclaimed water irrigation of greens, then the irrigation system .will be installed and operated as presently planned, and permitted by D.E.R. If the recommedation is against irrigation of greens with reclaimed water, Permittee will design and provide additional irrigation piping as necessary to provide for continued irrigation of greens from the pre- sent irrigation well-, with controls comparable to those presently in operation, utilizing water from the present irrigation well. 18. Successors And Assigns The covenants and agreements set forth herein shall inure to the to the benefit of and be binding upon the parties hereto, their successors and assigns. EXHIBIT 12 - _..__.. A D _ Page 12 of 13 4" .• y City of Sanford IN WHEREOF the undersigned parties have executed this agreement in a form and manner sufficient to bind them'as of the date of joint execution. v Notary WTkRt PUBLIC STATE Of FLORIDA Nr co"ISSIdN Exp. ROY. 1,1988 BONDED TNRU GEKERAL INS. UNO. / /"--L Notary l a om" PMX s?><11; V nit At CM133101 EXP. Rot. 1,198E MOO TNRB CENERdL ICS. UQ;, By Betty-& D. Smith,. Mayor Approved for Legal Sufficiency for City of Sanford i y At orney 11 13 - EXHIBIT BIT _. i Page 13 n of 13 Seminole Club, Inc. FIRST AMENDMENT T EFFLUE DISPOSAL/IRRIGATIO . AGREEMENT THIS FIRST AMENDMENT is made and entered in!' = this 31 s+ day of Nia y 2000, by and between SEMINOLE CLUB, INC., a Florid-; corporation (hereinafter known as "Permittor ") and the CITY OF SANFORD, FLORIDA, a municipal corporation created by the laws of the State of Florida and existing in Seminole County, Florida (hereinafter known as "Permittee ") as follows: WITNESSETH WHEREAS, Permittor and Permittee entered into that certain Effluent Disposal/Irrigation Agreement dated April 25, 1988 for the disposal of effluent at the Mayfair Golf Course located in Sanford, Florida; WHEREAS, Permittor has sued Permittee in those two cases styled Seminole Club. Inc v The City of Sanford in the Circuit Court of the Eighteenth judicial Circuit, in and for Seminole County, Florida, Case No.: 98- 1113- CA -15 -B and Seminole Club Inc v City of Sanford in the Circuit Court of the Eighteenth Judicial Circui), in and for Seminole County, Florida, Case No.: 00- CA- 906 -15 -B; and WHEREAS, as part of the Mediation conducted on May 11, 2000, between Permittor and Permittee, the parties agreed, inter alia, to amend the Effluent Disposal/Irrigation Agreement dated April 25, 1988. F.\ USERS \MARY\MAYFAIR%CITYLI'Nmend agree.wpd EXHIBIT E Page 1 o NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto do agree as follows: 1. Permittee guarantees an average of 450,000 gallons per day, at a minimum, measured over a lease year, to be delivered to Permittor as lessee of the Mayfair Golf Course to irrigate the Mayfair Golf Course. 2. Permittee guarantees to provide no less than 2,250,000 gallons during any one calendar week (7 days) for the remainder of the Lease Term. 3. Permittor shall provide seventy -two (72) hours advance notice, by telefax, to the Utilities Director of the City of Sanford, if Permittor intends to fertilize or apply other chemicals to the Mayfair Golf Course. 4. Permittor may, at its own expense, and upon reasonable notice to Permittee, audit Permittee's reclaimed water flow records to assure compliance with the requirements set forth herein. 5. In the event Permittee fails to meet the above minimums it shall pay Permittor twenty -five cents (25¢) per 1,000 gallons for any shortage with regard to the above annual lease year minimums to be paid at the end of the lease year. Correspondingly, Permittor shall pay Permittee twenty-five cents (25¢) per 1,000 gallons if it does not consume the minimums as determined at the end of this lease year. These sums shall be due and owing within thirty (30) days at the end of any given Lease Year. Payment of these sums will not relieve Permittee of its obligation to provide the minimums set forth in paragraph one (1), for the following years. 6. Permittor shall assume responsibility for all maintenance, repair and operation of the irrigation system effective as of March 12, 2000. These duties shall include, but are not limited to, F:\ USERS \MARYWAYFAIR\CITYI.rllamend agree.%.pd 2 EXHIBIT $ E I Pate 2 of 6 maintaining and repairing all sprinkler heads, controllers, small diameter pipeline (3 inch a smaller), wires, valves, weather station computer, Maxi Five System electrical system components, power source and other appurtenances. If Permittor determines, after inspection, that a pipeline break occurred in a pipeline with a diameter of more than four inches, or if Permittor believes that the repair is outside the purview of this Amendment, then the Permittor shall contact the Utility Director or his designee, in writing, and the Utility Director will investigate to determine what repairs are necessary. Permittee will make all necessary repairs promptly. Permittor shall employ _ an appropriate number of professionals with experience in irrigation system operation and maintenance to fulfill the obligations ofthis Amendment. The irrigation system shall be maintained commensurate with industry standards. 7. Permittor shall maintain records of daily work orders, progress reports, employee's time and materials purchased (invoices) involving the reclaimed water irrigation system. This information, along with system operational data, shall be open for inspection to Permittee's personnel upon reasonable notice. 8. The term of this Amendment shall be concurrent with the terms of that certain Lease dated March 11, 1981, between Permittor and Permittee (as Amended). 9. Permittor agrees to operate the hxisting reclaimed irrigation system in conformance with all state and local regulations. 10. Permittee shall continue to maintain the master pump station at the golf course and all related pump station components with the exception of the fertigation system. Permittee will continue to maintain the jockey pump at the master pump station, pond level, etc. Permittee shall be responsible for maintaining all large diameter pipelines (4 inch and larger). F:\ USERS \MARY\MAYFAIR \CITYLIT�amend agree.wpd 3 EXHIB E Page 3 o 11. Permittee shall have the right to enter upon the premises at any time in order to inspect and monitor the irrigation system to ensure that Permittor is operating and maintaining the system according to industry standards. 12. Permittor shall provide proof of insurance naming both Permittor and Permittee as insured parties and protecting each against mutually responsible risks arising out of the reclaimed water irrigation system, including, but not Iimited to, public liability insurance with limits to be hereafter agreed upon by the parties in writing. 13. Permittee shall pay to Permittor the lesser of the amount paid as rent by Permittor to Permittee under that certain Lease dated March 11, 1981 (as Amended) or $65,000.00 (adjusted annually in accordance with the Consumer Price Index as of March 31, 2001 for the preceding twelve (12) month period). The payment shall be due annually thirty (30) days after the end of any given lease year. As used herein, the term "Consumer Price Index" shall mean the Consumer Price Index for All Consumers, All Items, U.S. City Average (1982 - 1984 = 100) as published by the United States Department of Labor, Bureau of Labor Statistics. 14. This Amendment will be deemed effective from March 12, 2000 through March 11, 2048. IN WITNESS WHEREOF the undersiined parties have executed this Amendment in a form and manner sufficient to bind them as of the date of joint execution. F:\ USERS \MARY\MAYFAIR \CITYLIT,amemi agree.rvpd 4 EXHIBIT E Page 4 of 6 SEMINOLE CLUB, INC., (Permittor) By �LEARY, RIC Vice President STATE OF FLORIDA COUNTY OF n ✓�., ti BEFORE ME, the undersigned authority, this day personally appeared RICHARD CLEARY, whose title is Vice President of SEMINOLE CLUB, INC., and who, being first by me duly sworn, and who produced & h .a n- s L4 c.er4s as proof of identification/whe4rersenftHq 3a4ew, executed the foregoing instrument. WITNESS my hand and official seal this 2L1 day of . 2000. ELISE Y. LAUBACH MY COMMISSION R CC 865161 F+ „t eonaea nw Not 22.2003 7 Public Undenrriters Notary Public, tate of Florida F:\ US ERS\MARY\MAYFAIR \Cll'YLIl\amend agree.wpd S EXHI ll, E Page 5 of 6 WITNESSES: Diane Crews Typed/Printed Name , . -i , lease C. Davison Typed/Printed Name STATE OF FLORIDA COUNTY OF n o 1 e- CITY OF SANFORD (Permittee) B yv'� �-., - � V z a NNQ Larry A. Dale, Mayor Typed/Printed Name and Title BEFORE ME, the undersigned L.oxr r y A . Tc .1e , SANFORD, and who, being foregoing instrument. authority, this day personally appeared whose title is M r of THE CITY OF first by me duly sworn, and who produced as proof ofidentification/ Ipersonally know executed the WITNESS my hand and official seal this 31 s+ day of M!2!- , 2000. e0Y P U9 DIANE CREWS , c, COMMISSION # CC 655670 a� c EXPIRES JUN 15, 2001 Y "IDED THRU Of ATIMITIC BONDING CO.. INC F. \USERSUNARY \MAYFAIR \CITYLIT agree.%vpd Notary Public, State of Florida 6 EXHIBIT � E Page 6 of 6 CIA UU� t FIRST AMENDMENT TO LEASE AGREEMENT This Amendment to Lease Agreement is made this 31 sf day of M , 2000, by the CITY OF SANFORD, a Florida municipal corporation, hereinafter called "Lessor," and SEMINOLE CLUB, INC., a Florida corporation, hereinafter called "Lessee." WITNESSETH: A. Lessor owns the fee simple title to the following- described real property located in Seminole County, Florida: ::0 c.n �y SEE EXHIBIT "A" ATTACHED HERETO. co B. Lessor and Lessee previously entered into that certain Lease dated March 11, rn 1 ' 3 1981, recorded in Official Records Book 1346, page 1746, Public Records of <3" �c Seminole County, Florida, pursuant to which Lessee leased the above - described property from Lessor. C. The Lessor and Lessee have agreed to amend the Lease as follows, said -r- amendment to be effective as of March 12, 2000. AGREEMENT C__ c�- In consideration of the foregoing recitals, other good and valuable considerations, and the mutual covenants herein set forth, it is agreed as follows: w C -o 1. Recitals. The foregoing recitals are true and form a part of this Agreement. < c �2 2. Status of Lease. The Lease Agreement described above and recorded in Official rn Fir Records Book 3001, Page 1920, Public Records of Seminole County, Florida, is as of the =a date hereof in full force and effect, and has not been amended. a " co 3. Paragraph 2 ^f ^f^� en *ion -a L e as e is hereby d -leted a nd cf no fa rth e r effect = „, %,, u .,� em�„U. -- .... .. " ....... o and the following is substituted in its place: Lessee covenants and agrees, during them remaining term hereof, to make rental payments to Lessor in the amount of 5% of gross o — _ revenue. The rent shall be due on the thirtieth day following the end of each lease year --� or following the termination or expiration of the term, as the case may be. Said annual percentage rent shall be payable at City Hall, without any prior demand therefor and without any deductions or setoff whatsoever, except as provided in the Effluent Agreement/irrigation Maintenance Agreement between the parties, dated April 25, 1988, and any amendments thereto. If assignment occurs before the end of the lease year, then the rent shall be due at the time of assignment from the current lessee, prorated for the number of months since the beginning of the lease year to the time of assignment. Gross revenue shall be defined as all revenues derived from all sources except proceeds from the operation of the pro shop, as long as the pro shop is being operated - by the pro as a reimbursement to the pro. Pro shop proceeds shall be limited to the sale of all merchandise, golfing equipment and proceeds from golf lessons, and shall specifically E"ff F Page 1 of 4 ! Ir r exclude golf rentals. Quarterly and annual accountings shall be rendered to the City of Sanford as provided in paragraphs 18 and 19 of the March 11, 1981 original lease. Should the Lessor not be satisfied with the Auditor's annual statement described in paragraph 18 of the March 11, 1981 original lease, the Lessor may at its own expense audit and check Lessee's books and records. 4. The following paragraph is added to the lease: During the balance of the term of the lease Seminole Club agrees to 1) provide a free golf clinic every Monday from June 1 to September 30 for any Sanford resident 17 years and under (including hot dog and cold drink lunch); and 2) provide any Sanford resident with unlimited play for any given day (including cart) for the published daily rate from June 1 to September 30, except weekends and holidays. 5. in all .other respects, except as set forth in paragraphs 3 and 4 of this amendment, the March 11, 1981 lease remains the same. I Witnesses: Dio,ne Crews (Print name) (As to Lessor) 1�r I e n e C. Doav i son (Print name) (As to Lessor) 1clr se L (Print nam (As to Lessee) CITY OF SANFORD, a municipal co poratigrYl By :�� _ Dale, Mayor e, = 4 ATTEST: �,• : '- • - o A n Janet R- fl jh 0 - Ry-Glerk- Markae Rupp, Deputy City Clerk SEMI O CLUB, INC., Lessee, By: — at-, Print Title: . ,e EXHIBIT 2 - F Page 2 of 4 (� STATE OF FLORIDA COUNTY OF SEMINOLE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the _ State aforesaid to take acknowledgments, personally appeared, LARRY DALE, Mayor and � T . , E flr, of the City of Sanford, Florida, who are personally kn�ownt �* and "ie ail& e ged before me that they executed the same. WITNESS my hand and official seal in the County and State last aforesaid this 31 sf day of M 0.0 J 2000. 3'g MANE CREWS i < DI 6 COMMISSION # CC 655670 a EXPIRES JUN 15, 2001 O BNDED "U ARANTIC BONDING CO., INC STATE OF FLORIDA COUNTY OF 0 ILA W Notary Public, State of Florida Print Name: D i ar, e Crews. LO Go m 3 z CO O r m C o — 0 I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid to take acknowledgments, personally appeared, A, GI• d C f.e. -. the Vc - Pies, 4,;t of SEMINOLE CLUB, INC., ❑ who is personally known to me or j( who produced as identification. WITNESS my hand and official seal in the County and State last aforesaid this -day of , 2000. EUSEY. UIUBkCH r W COMMMM # OC865161 Notary Public, tate of Florida EXPIRES- 22.2003 Print Name: �;.• ea Prepared by and returned to: i:lnaMfile5�9s%sanfDrdlassign of lease Catherine D. Reischmann, Esquire Stenstrom, McIntosh, Colbert, Whigham & Simmons, P.A. 200 West 1 Street Sanford, FL 32771 (407) 322 -2171 ' EXHIBIT _ F 3 Page 3 of 4 5 Exhibit A %; " Block 6 of the Bel -Isle Section of Loch Arbor as recorded in Plat Book 7, Page 72, of the Public Records of Seminole County, Florida AND Begin 30 chains south of the northeast corner of Section 4, Township 20 South, .Range 30 East,.run south 12.83 chains, thence west 7.17 chains, thence north 45'degrees west 4 chains, thence west 20.04 chains, thence sout�h 10 chains, thence west - chains, thence south 3 chains, thence west S.chains, thence north 53 chains, thence east 20 chains, thenec� south. 20 chains, thence east 10 coo chains, thence south 10 chains, thence m east 10 chains, to the point of begin - ping, containing 123 acres, more or less, CD (LESS: Beginning at a point on the East C Line of Section 4, Township 20 South, Range 30 East .Seminole County, Florida, N 1951 feet South of the "Northeast corner of said Section 4, thence run South along the East Line of said section feet, run thence.West 98.9 feet, run thence North 71 degrees and 14 urinates West 385.5 feet, run thence South 87 degrees 51 minu- tes,and 15 seconds East 464.10 feet to. the point of beginning). AND Begin 53 chains South of NW corner of East 1/2 of Section 4, Township 20 South, Range 30 East, run South 350.3 feet,- thence East 200 feet, thence North 56 degrees 49 -1/2 minutes East 222.05 feet, thence North 14 degrees 40 -1/2 minutes East - 440.92 feet, thence West 167:1 feet, thence South 198 feet, thence West 330 feet to point of beginning; AND Out Lot No. 1, less the North 230 feet, EXHIBIT LOCH ARBOR, Country Club Entrance Section, F Plat Book 5', Page 72, of the Public Records Page 4 of 4 Of Seminole County, Florida, POST - CLOSING AND ESCROW AGREEMENT THIS POST - CLOSING AND ESCROW AGREEMENT (this "Agreement ") is made this 28th day of September, 2007 ( "Effective Date ") by and between SEMINOLE CLUB, INC., ( "Seminole Club ",) ALICE V. DANIELS ( "Alice Daniels "), and Maece Taylor, Inc. ( "Maece "), and joined in by SHUFFIELD, LOWMAN & WILSON, P.A. ( "Escrow Agent "). WITNESSETH: WHEREAS, Maece is succeeding Seminole Club as the tenant of that certain tract and parcel of land lying in Seminole County, Florida, commonly referred to as Mayfair Golf Course and/or Mayfair Country Club, (the "Premises "), as more particularly described in the respective lease agreements between the parties and the City of Sanford; WHEREAS, certain judgments exist of record against Seminole Club, Inc., or other entities, doing business as Mayfair Country Club, ( "the Judgments ") and; WHEREAS, Maece will hereafter occupy and operate the Premises under the name of or doing business in the name of Mayfair Golf Course or Mayfair Country Club, and the Judgments, potential judgments, and debts may negatively impact Maece's operation, lease, ownership interest, or ability to enter certain lease and finance agreements and other transactions; WHEREAS, although the closing of the transaction contemplated by the Release Agreement (the "Closing ") is to occur on the date hereof, at the time of the execution of Closing, the parties are not certain of the validity or enforceability of the Judgments, or the extent to which any existing or potential Judgments or debts which may result in liens or encumbrances against the Premises or the personal property contained thereon, or on the name of Mayfair Golf Course and/or Mayfair Country Club, arising from Seminole CIub Inc.'s possession or operation of the Premises; WHEREAS, the parties wish to secure against any loss, expense, or liability incurred by Maece or its successors and assigns as a result of any judgment, debt, lien or encumbrance that may exist on the Premises or any improvements, fixtures, or personal property thereon or on the name of Mayfair Golf Course and/or Mayfair Country Club as a result of the Judgments; WHEREAS, Escrow Agent agrees to act as escrow agent and hold and disburse, as appropriate, the Escrowed Funds (as hereinafter defined) in accordance with the terms hereof, NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00), the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and Iegal sufficiency of which are hereby acknowledged, Maece and Seminole Club hereby agree as follows: 1. Recitals The foregoing recitals are true and correct and are incorporated herein by this reference. 2. Escrow of Funds At Closing, Escrow Agent shall hold back from the Release Consideration to be disbursed to Seminole Club by Escrow Agent the sum of Thirty Thousand and No /100 Dollars ($30,000.00) (the "Escrowed Funds "), which the Parties have agreed is equal to the approximate sum of the Judgments, including an estimation of the post judgment interest accruing thereon, assuming for the purpose of this Agreement that the Judgments are valid and enforceable. Seminole Club is obligated to dispose of each of the Judgments either by obtaining Satisfaction of Record °°a'mentk 15 EXHIBIT Matter#: 01412-0012 Page 1 of 5 G or other discharge or disposition of record, or by establishing to the mutual satisfaction of the Parties hereto that any of the Judgments are invalid or unenforceable against Maece, its successors, assigns, or tenants of the Premises, or against the Premises or the personal property thereon, or against the name of Mayfair Golf Course and/or Mayfair Country Club. The Escrowed Funds shall be held and maintained by the Escrow Agent in an interest bearing account (with the interest earned thereon being the property of Seminole Club) and shall be disbursed as further provided herein. 3. Resolution of Judgments of Record As soon as reasonably possible after Closing, the firm of Shuffield Lowman, & Wilson, P.A., on behalf of Seminole Club, Maece, and Mayfair Country Club and/or Mayfair Golf Course shall investigate the validity and enforceability of each of the debts or Judgments, or potential judgments, and cause each of the same to be satisfied, discharged, removed of record, or otherwise demonstrated to the reasonable satisfaction of Maece that the Judgments are invalid or unenforceable against Maece, its successors, assigns, or tenants of the Premises, or against the Premises or the personal property thereon or on the name of Mayfair Golf Course and/or Mayfair Country Club. 4. Release of Escrowed Funds. Escrow Agent shall continue to hold the Escrowed Funds until such time as Seminole Club has removed the Judgments of record or otherwise resolved such judgments to the reasonable satisfaction of Maece, as described above in Section 3, and the Escrow Agent has received written acknowledgment from Maece or its attorney of the removal of the Judgments of record, or Maece's reasonable satisfaction as to the unenforceability of the Judgments against Maece or the Premises and personal property thereon or on the name of Mayfair Golf Course and/or Mayfair Country Club. The Escrowed Funds may be distributed by the Escrow Agent, on behalf of Seminole Club, to the holder of record of any of the Judgments, in consideration for the satisfaction or elimination of that judgment of record, in which event, Escrow Agent shall disclose such distribution to Maece, and provide documentation of the satisfaction or removal of that judgment of record. 5. Costs of Resolving Judgments of Record In the event that the cost and expense required to cause each of the Judgments to be satisfied, discharged, otherwise removed of record, or otherwise resolved to the reasonable satisfaction of Maece exceeds $30,000.00, then Seminole Club shall be responsible for the cost and expense and attorney's fees exceeding $30,000.00, without prejudice to any right or ability of Seminole Club to seek contribution or reimbursement including attorney's fees, from any other parties not signatories to this Agreement, excluding J. Gordon Blau, individually. 6. Indemnification and Covenant to Defend: Alice Daniels, Individually, and Seminole Club, Inc., agree and covenant to indemnify, defend, and hold harmless Maece to the extent of all Judgments, potential judgments, and debts referenced herein, including costs and attorney's fees, arising out of Seminole Club, Inc.'s operation and possession of the Premises. 7. Right to Attorneys' Fees In any action at law or in equity between the parties hereto occasioned by a default hereunder, the Prevailing Party shall be entitled to collect its reasonable attorneys' fees actually incurred in the action from the non - prevailing party. As used herein, the term "Prevailing Party" shall mean the party who receives substantially the relief sought. If the Prevailing Party utilizes "in- house" counsel, such party's reasonable costs, expenses and overhead for the time expended by the Prevailing Party for such in -house counsel in the aforementioned action shall be recoverable by the Prevailing Party in the same manner as Document# 15 = EXHIBR Matter#: 01412-0012 Page 2 of 5 G other attorney's fees. Both parties hereby fully waive any right to trial by jury to the extent that any such right shall exist with respect to this Agreement, or any claim, counterclaim or other action arising in connection therewith. 8. Remedies If and to the extent any party's obligations set forth herein are not satisfied as and when required under the terms of this Agreement, or applicable Laws, then the performing party shall have all of the remedies available under applicable law, including, but not limited to, the right to seek any and all legal, or equitable remedies in the event of such default. Any party's pursuit of any one or more of the remedies stated above and/or available at law or in equity shall not constitute an election of remedies precluding pursuit of any other remedy provided in this Agreement or any other remedy or remedies provided for or allowed by law or in equity, separately or concurrently or in any combination, nor shall it constitute a forfeiture or waiver of amounts payable under this Agreement, or of any damages or other sums accruing to either party by reason of the other party's failure to fully and completely comply with all of the terms of this Agreement. Either party's forbearance in pursuing or exercising one or more of its remedies shall not be deemed or construed to constitute a waiver of any event of default or of any remedy. No waiver by either party of any right or remedy on one occasion shall be construed as a waiver of that right or remedy on any subsequent occasion or as a waiver of any other right or remedy then or thereafter existing. No failure to pursue or exercise any of such party's powers, rights or remedies or to insist upon strict and exact compliance by the other party with any term of this Agreement, and no custom or practice at variance with the terms of this Agreement, shall constitute a waiver of the right to demand strict and exact compliance with terms and conditions of this Agreement. 9. Miscellaneous (a) Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties' successors and assigns. (b) Applicable Law This Agreement shall be construed and interpreted under the laws of the State of Florida and, where applicable, the laws of the United States of America. (c) No Waiver Failure of either party to insist upon strict and exact compliance with any provision hereof shall not constitute a waiver of the rights of such party to subsequently insist upon compliance with that provision or any other provision of this Agreement. Failure of either party to pursue or exercise any power, right or remedy on one occasion shall not constitute a waiver of the rights of such party to exercise such power, right or remedy on any subsequent occasion. No custom or practice at variance with the terms of this Agreement shall constitute a waiver by Seminole Club or Maece of the right to demand strict and exact compliance with terms and conditions of this Agreement. (d) Rights Cumulative All rights, remedies, powers and privileges conferred on the parties under this Agreement shall be cumulative of and in addition to, but not restrictive of or in lieu of, those conferred by law and /or available in equity. (e) Severability The provisions of this Agreement are intended to be independent, and in the event any clause or provision hereof should be declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason whatsoever, such illegality, unenforceability, or invalidity shall not affect the remainder of this Agreement. In lieu of each clause or provision of this Docx,ment#:15 EXHIBIT Mattel: 01412-0012 Page 3 of 5 G O Agreement that is declared illegal, invalid or unenforceable, there shall be substituted as part of this Agreement a clause or provision as nearly identical as possible that is legal, valid and enforceable. (f) Captions Titles or captions of sections contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. (g) Construction of Agreement Maece and Seminole Club acknowledge that they have read, understand and have had the opportunity to be advised by legal counsel as to each and every one of the terms, conditions, and restrictions and the effect of all of the provisions of this Agreement and Maece and Seminole Club agree to the enforcement of any and all these provisions and execute this Agreement with full knowledge of the same. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the provisions shall not apply the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the document. Typewritten or handwritten provisions inserted in this Agreement that are initialed by the parties shall control over all printed provisions of this Agreement in conflict therewith. The phrase "including" means "including but not limited to". (h) Time of Essence Time is of the essence for this Agreement. (1) Counterparts This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. It shall be fully executed when each party whose signature is required has signed at least one counterpart even though no one counterpart contains the signatures of all the parties. 0) Escrow Agent's Duties Escrow Agent agrees to hold the Escrowed Funds and to disburse the same only in accordance with the terms and conditions of this Agreement. Seminole Club and Maece acknowledge that Escrow Agent, in holding the Escrowed Funds, is acting at their request and for their convenience and, in that capacity, Escrow Agent shall not be deemed to be an agent of either Seminole Club or Maece. Escrow Agent is also the attorney for Seminole Club, and Maece hereby waives any claims of conflict that might be asserted as a result of Escrow Agent also representing Seminole Club in connection with this matter and Maece acknowledges that Escrow Agent shall not be restricted or limited in representing Seminole Club in connection with any matters related to or arising under the Release Agreement, the transaction contemplated therein, or this Agreement. If Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, Escrow Agent shall interplead the funds into thel8th Circuit in and for Seminole County Circuit Court, and shall be releaved of all further liabilities, obligations, responsibilities and duties. [SIGNATURES ON FOLLOWING PAGES] Doarrrwd:15 EXHIBIT Matter#: 01412-0012 Page 4 of 5 G IN WITNESS WHEREOF, the undersigned have caused this document to be executed as of the date written above. : SEMINOLE CLUB, INC.: a Florida corporation �'�l Cum. Aal-"� Alice Daniels, President Date: ALICE DANIELS, Individually Date: c2 p 7 MAKE TAYLOR, INC.: VA 0 � W - 5 — � I 1 Date: q - a8 - 07 ESCROW AGENT: SHUFFIELD, LOWMAN & WILSON, P.A. c By: MA HEW R. GIBBONS, for the firm Document#: 15 Mattel: 01412-0012 Page 5 of 5H G