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027-Mediated Settlement AgrmtIN THE CIRCUIT COURT OF THE EIGHTEENTH JUDICIAL CIRCUIT SEMINOLE COUNTY, FLORIDA SEMINOLE CLUB, INC. Plaintiff, V. THE CITY OF SANFORD, Defendant. Case No: 98- 1113- CA -15 -B MEDIATED SETTLEMENT AGREEMENT At a mediation conference held on May 11, 2000 the parties agreed as follows: 1. Subject to and conditioned upon the approval of the City Commission of the City of Sanford, Florida on or before June 12, 2000: a. The parties shall amend the Effluent Disposal/Irrigation Agreement between them dated April 25, 1988, as follows: (1) City guarantees an average of 450,000 gallons per day at a minimum, measured over a lease year. (2) City guarantees no less than 2,250,000 gallons during any week (7 days). (3) Seminole Club, Inc. shall provide 72 hours advance notice, by fax to the Utilities Director, of intent to fertilize or apply other chemicals. (4) Seminole Club, Inc. may, at its expanse, audit the City's reclaimed water flow records to assure compliance. (5) In the event City fails to meet the above minimums it shall pay Seminole Club, Inc. $.25 per 1000 gallon for shortage at the end of the lease year. Similarly, Seminole Club, Inc. shall pay the City $.25 per 1000 gallons if it does not consume the minimums as determined at the end of the lease year. b. The parties shall amend their Lease Agreement dated March 11, 1981 deleting paragraph number 2 and replacing it with the following: Mediated Settlement Agreement Seminole Club, Inc. v. The City of Sanford Case No. 98- 1113- CA -15 -13 Page 1 Lessee covenants and agrees, during the remaining term hereof, to make rental payments to Lessor in the amount of 5% of gross revenue. The rent shall be due on the thirtieth day following the end of each lease year or following the termination or expiration ofthe term, as the case maybe. Said annual percentage rent shall be payable at City Hall, without any prior demand therefor and without any deductions or setoffwhatsoever, except as provided in the Effluent Agreement and /or Irrigation Maintenance Agreement. 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. Should the Lessor not be satisfied with the Auditor's annual statement described in paragraph 18 ofthe lease, the Lessor may at its own expense audit and check Lessee's books and records. Gross revenue shall be defined as all revenues derived from all sources except proceeds from the operation ofthe 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, but shall specifically exclude golf rentals. Quarterly and annual accountings shall be rendered to the City of Sanford as provided in paragraphs 18 and 19 ofthis lease. c. The parties shall amend the Effluent Agreement to provide for the maintenance of the irrigation system by Seminole Club, Inc. for a term concurrent with the lease. Payment for said maintenance shall be the lessor of the amount paid for rent as above in paragraph 1(b), or $65,000 (adjusted annually beginning March 2001 according to the CPI) due 30 days after end of lease year. The responsibility of the City shall be limited to the following: 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 an monitor the irrigation system to insure that the Golf Course is operating and maintaining the system according to industry standards. Seminole Club, Inc. shall otherwise maintain the irrigation system in working condition. d. During the balance of the term of the lease Seminole Club, Inc. agrees to 1) i 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. Mediated Settlement Agreement Seminole Club, Inc. v. The City of Sanford Case No. 98- 1113- CA -15 -B Page 2 e. $25,000 of the money in the registry of the court shall be paid to the City. The balance, including interest shall be paid to Seminole Club, Inc. The expenses of the clerk's fee shall be paid fifty /fifty. f. Within the 120 days following approval ofthis agreement Seminole Club, Inc. shall spend on labor and materials, no less than $50,000 on repairs and/or replacements to the irrigation system. The City may, at its expense, audit said expenditures. g. The agreement shall be retroactive to March 12, 2000. h. The parties shall execute and deliver mutual general release, except for the amended agreements between them, in a form reasonably satisfactory to counsel. i. Upon payment in full and execution and delivery of the amendments and releases the parties shall, by joint stipulation dismiss this case and 00- 906 -15 -B in the 18 Circuit, each side to pay their own costs and fees. By: /s/ John Daniels Seminole Club, Inc. /s/ Counsel, John Bill /s/ Mediator, Jay Cohen y; 9 By: /s/ Tony VanDerworp The City of Sanford By: /s/ Mayor Larry Dale The City of. Sanford /s/ Counsel, Catherine Reischmann Mediated Settlement Agreement Seminole Club, Inc. v. The City of Sanford Case No. 98-1113-CA-1 5-B Page 3 I:4=\cdr\ Cities \Sanford\MayfairWediated Settlement Agreement,wpd t> Mediated Settlement Agreement Seminole Club Inc. v. The City of Sanford Case No. 98- 1113- CA -15 -B Page 4 _ _ - - _ _ _._ _ _ _ Coo �- ra-tL�c Delete old paragraph 2, and add the following: Lessee covenants and agrees during the remaining term re - in the amount of ,#J of gross revenue. The rent all be end of each lease year or following the terminatio or expir Said annual percentage rent shall be payable at ity Hall i e ever. 'N make rental payments to lessor y �•�+'i° on the thirtieth day following the of the term, as the case may be. : any prior demand therefor mid 64 " - 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. Should the lessor not be satisfied with the Auditor's annual statement described in paragraph 18 of the lease, the lessor may at its own expense audit and check lessee's books and records. Gross revenue shall be defined as all reven s derived from all sources except proceeds from the operation of the pro shop, as long as th ro shop is being operated by the pro as a reimbursement to the pro. Pro shop proceeds shall the sale of all merchandise, golfing equipment and proceeds fbim golf lesso4 but shall specifically exclude golf rentals. Quarterly and annual accountings shall be rendered to the City of Sanford as provided in paragraphs 18 and 19 of this lease. _ c. " 7h � c y. /juc, 30 "66L ZOO/ 444414e,&a-7 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 operatirrg and maintaining the system according to industry standards.. OL G�1,c.+�O�Ctc, �'� �C ,ray -•� �%-° " r � x . +'.