027-Mayfair Golf Course-Lease/Seminole Club IncU
7523 ALOMA AVENUE
SUITE 202
WINTER PARK, FLORIDA 32792
TELEPHONE (407) 657 -6067
MEMBER
AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS
FLORIDA INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS
RECEIVED
C.J L "
JUN 0 4 1993
CITY OF SANFORD
BOARD OF DIRECTORS
SEMINOLE CLUB, INC.
D /B /A MAYFAIR COUNTRY CLUB:
WE HAVE EXAMINED THE SCHEDULE OF GROSS REVENUES (AS DEFINED IN THE
LEASE AGREEMENT DATED MARCH 11, 1981, BETWEEN THE CITY OF SANFORD,
FLORIDA, AS LESSOR, AND SEMINOLE CLUB, INC., AS LESSEE) OF SEMINOLE
CLUB, INC., D /B /A MAYFAIR COUNTRY CLUB, FOR THE YEARS ENDED MARCH
31, 1993 AND 1992. OUR EXAMINATION WAS MADE IN ACCORDANCE WITH
GENERALLY ACCEPTED AUDITING STANDARDS AND, ACCORDINGLY, INCLUDED
SUCH TESTS OF THE ACCOUNTING RECORDS AND SUCH OTHER AUDITING
PROCEDURES AS WE CONSIDERED NECESSARY IN THE CIRCUMSTANCES.
IN OUR OPINION, THE SCHEDULE OF GROSS REVENUES REFERRED TO ABOVE,
PRESENTS FAIRLY THE GROSS REVENUES OF SEMINOLE CLUB, INC., D /B /A
MAYFAIR COUNTRY CLUB, FOR THE YEARS ENDED MARCH 31, 1993 AND 1992,
ON THE BASIS SPECIFIED IN THE LEASE AGREEMENT REFERRED TO ABOVE.
APRIL 27, 1993
Douglas Maniscalco
CERTIFIED PUBLIC ACCOUNTANT
I
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SEMINOLE CLUB, INC.
D /B /A/ MAYFAIR COUNTRY CLUB
SCHEDULE OF GROSS REVENUES
YEARS ENDED MARCH 31, 1993 AND 1992
(WITH AUDITORS' REPORT THEREON)
SEMINOLE CLUB, INC.
D /B /A MAYFAIR COUNTRY CLUB
SCHEDULE OF GROSS REVENUES
YEARS ENDED MARCH 31, 1993 AND 1992
$987,185 $987,353
THE ACCOMPANYING FOOTNOTE IS AN INTEGRAL PART OF THIS STATEMENT.
1993
1992
GREENS FEES
$285,048
$244,129
CARTS
414,371
460,412
MERCHANDISE
43,324
45,283
DRIVING RANGE
4,696
14,520
FOOD & BEVERAGE
34,637
34,363
BEER & LIQUOR
66,877
63,339
TOURNAMENTS
38,413
35,540
MEMBERSHIP
35,720
38,714
OTHER
64,099
51,053
$987,185 $987,353
THE ACCOMPANYING FOOTNOTE IS AN INTEGRAL PART OF THIS STATEMENT.
SEMINOLE CLUB, INC.
D /B /A MAYFAIR COUNTRY CLUB
NOTE TO FINANCIAL SCHEDULE
NOTE (1) - REVENUE RECOGNITION:
ALL REVENUES ON ACCOMPANYING FINANCIAL SCHEDULE, EXCEPT MEMBERSHIP
REVENUE, ARE RECOGNIZED AS EARNED (ACCRUAL BASIS) ; MEMBERSHIP
REVENUE IS RECOGNIZED AS RECEIVED (CASH BASIS).
1BB2z00 21e054142
STATE OF FLORIDA DEPARTMENT OF BUSINESS REGULATION
DIVISION OF HOTELS AND RESTAURANTS TALLAHASSEE. FLORIDA 32399 -1012
ISSUED S(MINOLE CLU8S TP.tC
TO: P "AYFAIP COUNTRY CLUB
COUNTRY CLUB RD
LAKE "64RY FL 32746
RAILED Sf?uNal� CLUBS IN17
TO: P (I KX 950789
LAKP. "AR FL -42715 -0789
w
RECEIVED
C)/'v
JUN 0 41993
CITY OF SANFORD
LICENSE. NUMBER 69 00043P -2
LODGIN
CLASS I UNITS
FOOD SER
SEATS
SERVICES
200
z.
LICENSE FEE $ 1 80.00
HEP FEE $ 6.00
LATE RENEWAL $
TOTAL FEE PAID $ 1 86.00
04/01/94
LAWTON CHILES
GOVERNOR
lJ
AUDIT CONTROL NO 0
I
LS - ( 2-
IN 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:
Mediation Summary
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 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 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 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 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, 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. 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)
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
Mediation Summary
Seminole Club, Inc. v. The City of Sanford
Case No. 98- 1113- CA -15 -13
Page 2
published daily rate from June 1 to September 30, except weekends and holidays.
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 of this 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.
It. 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.
Counsel, John Bill
Mediator, Jay Cohen
CVcrr \cdr \Cities \Sanford \Mayfair\Mediated Settlement Agreement.wpd
By: /s/ Tony VanDerwom
The City of Sanford
By: /s/ Mayor Larry Dale
The City of Sanford
/s/
Counsel, Catherine Reischmann
Mediation Summary
Seminole Club, Inc. v. The City of Sanford
Case No. 98-1113-CA-1 5-B
Page 3
so
IN 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:
Mediation Summary
Seminole Club, Inc. v. The City of Sanford
Case No. 98 -1 1 13- CA -15 -B
Page I
°^ 00^,
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 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 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 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 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, 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. The parties shall amend the Effluent Agreement to provide for the maintenance
of the irrigation system by Seminole Club, Inc. for a tern concurrent with the lease.
Payment for said maintenance shall be the lessor of the amount paid for rent as above
in paragraph I(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)
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
Mediation Summary
Seminole Club. Inc. v. The City of Sanford
Case No. 98-11 13 -CA- 15 -13
Page 2
published daily rate from June 1 to September 30, except weekends and holidays.
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 of this 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
1: \krr \cdr\ Cities \Sanford \Mayfair \Mediated Settlement Agrcement.wpd
By: /s/ Tony VanDerworp
The City of Sanford
By: /s/ Mayor Larry Date
The City of Sanford
Counsel, Catherine Reischm rm
Mediation Summary
Seminole Club, Inc. v. The City of Sanford
Case No. 98- 1113- CA -15 -B
Page 3
., B LS -�-7
CITY OF SANFORD AND MAYFAIR GOLF COURSE AGREEMENT
This Agreement is made and entered into this 3 f s r of ac - r-&A , 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.
WITNESSETH
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 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 referred to as the
Sanford Golf Course and Country Club; and
WHEREAS 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
J
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 shall 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 5 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
2
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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 operating and maintaining the system according to
industry standards..
(B) 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 shall 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
N
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W
/0%,
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 Keeping - The Golf Course shall 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 - Ae 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)
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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, F132771
9
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.
11) 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.
GO
12) Successors and Assigns - 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:
l
et R, Dougherty, City dlerk
State of Florida
County of Seminole
City of Sanford,
A. Dale, Mayor
Seminole Club, Inc.
1
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Sworn to (or a ffirmed) and subscribed before me this day of
A.D. 1997, by ..berme -� s who is personally known to me OR produced
identification. Type of identification produced >e�p
Notary Public - State of Florida
•'•'�^ " " ^2" A. C. PARRISH
MY GOMMISEION # CC 435850
EXPIRES: Februaryry 28
' .P(;,;4.; °• Bonded Thru Notary PebIIC Ond1wtem
A R E E M E N T
L- Coa.7
THIS Agreement made and entered into this �� t' day of
1 , 1996, by and between the CITY OF SANFORD,
FLORIDA, a municipal corporation 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 clear of any
liens or encumberances,
NOW THEREFORE, for good and valuable consideration and the
mutual covenants contained herein, the parties agree as 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 warrant or 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.
,,.k
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 the loss payment portion attributable to repair
and restoration of the golf course and shall 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 RESTORATION OBLIGATION
Pursuant to the obligations of its Lease Agreement, dated
on or about March 11, 1981, SEMINOLE CLUB shall conduct and perform
all reconstruction efforts to substantially reconstruct and restore
to present quality condition the par 72 course known as Mayfair
Country Club.
3. FUNDS MANAGEMENT
SEMINOLE CLUB shall deposit all of its loss payable
allocated to reconstruction in the amount of $325,000.00 (Three
Hundred Twenty -Five Thousand Dollars) as follows:
a) $292,500 shall be deposited with First Union
National Bank in a separate fund as an operating
account. SEMINOLE CLUB shall be signatory on the
account. A 10% (ten percent) retainage in the amount
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 signatures of
SEMINOLE CLUB and the CITY and each such party shall
be entitled 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.
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 to 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.
a) Partial 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 allm
labor performed and material furnished through the date of job pew
formance allocated to the payment.
b) Final Lien Waivers Any final payment made to any 0
contractor, sub- contractor or materialmen shall be conditioned
upon a complete and final Lien Waiver of all legal and equitable R CW
rights for the entire job performance at Mayfair Country Club. 4 W
Said Lien Waivers shall be obtained and maintained on file U U'
at the offices of SEMINOLE CLUB on the premises of Mayfair County
Club. Said documents shall be available to the CITY for inspecti m rA
at anytime. � �+
5. LEASE AGREEMENT ACKNOWLEDGMENT
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. SUFFICIENCY OF CLAIM
SEMINOLE CLUB acknowledges that it has agreed to and
accepts the payment of $325,000.00 (Three Hundred Twenty Five Thousand
Dollars) from Seminole 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.
S. 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 WITNESS WHEREOF, the parties hereto have set their hands
and seals the day and year first above written.
SEMINOLE CLUB, INC
CITY OF SANFORD, FLORIDA
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B y �1aG[�e�— Ea-
ce Presi t &ETiX- B:- �MIT+i,- -Mayor
WHITEY ECKSTEIN, ACTING MAYOR
Attested to by:
Depu i , Clerk erk
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5EMINOLE CO. 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 repsective parties when the context so requires or admits,
W I T N P•. S S E T H:
1. PREMISES AND TERM
The Lessor has demised, leased and let, and by these
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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 designated 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
r1.r.
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 chains,
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
ning, containing 123 acres, more or less,
(LESS: Beginning at a point on the East
Line 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
rf> the East Line of said section 106.6 feet,
run thence West 98.9 feet, run thence
s " North 71 degrees and 14 minutes West 385.5
feet, run thence South 87 degrees 51 minu
, tes,and 15 seconds East 464.10 feet to the
point Sf beginning).
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880 r 1:1 AL RECORDS
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AND
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CE Co. 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 ;.
AND
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 (67) 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
Lessee covenants and agrees during the remaining term
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 improvement and additional struc.ures, the
following sums: five percent (5 %) of all gross revenue. 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 reimbursement to
the pro. Pro shop proceeds shall include the sale of all mer-
chandise, golfing equipment and proceeds from golf lessons but
shall specifically exclude cart rentals. Quarterly and annual
accountings shall be rendered to the City of Sanford as pro-
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
of rent on such improvements, the same shall be paid as rent to
the City. Capital improvements shall be defined as those types
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of improvements which become permanent in nature as compared to
those improvements which are required only to maintain repair
and condition; provided, however, the expenditures required
herein for re- working and renovation of tees and greens shall
be considered as capital improvements. It is further agreed
that the above described sums may be carried over from year to
year, for example: if Lessee expends during one year the sum
of $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
yards in length, with fairways of standard width, and clubhouse
and locker rooms as a country club. The annual maintenance
Co requirements for the golf course shall include as minimum
standards
_ proper fertilization, watering, mowing and weed kill-
ing programs. The proposed annual maintenance program shall firs
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be submitted to the City Commission on an annual basis for
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 a.,nspected the property hereby
leased and let and accepts the same in its condition as and of
the 11th 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,
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sewage disposal, gas, electricity, and any 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 taxes that may be levied by any taxing
authority upon this lease or leasehold interest.
The Lessee shall deliver to the Lessor within (30)
thirty days after the payment of any taxes, assessments or other
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impositions, the receipts or duplicate copies thereof showing
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payment thereof. Should the Lessee.for any reason fail to pay
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liquent and when and where same shall become due, then the
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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
forthwith become due and payable by the Lessee to the Lessor,
with interest thereon.
(4) Assessments for Public Improvements The
Lessee shall pay, before they become deliquent, any and all
assessments which may be made by the Lessor or its successor
or successors, or by any other authorized taxing body, for any
public improvements affecting the real property hereby leased
and let, and which are ordinarily assessable against real
property.
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(5) Use and Care of Premises The Lessee shall
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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.
(6) Maintenance of Buildings The Lessee shall
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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.
(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
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 or
additional building or buildings shall be removed by the Lessee
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
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repaired. In the event of the removal of any building or build-
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
Lessor, to secure and safeguard said premises and the Lessor
against any and all liens, claims, levies, attachments, demands,
costs, expenses, loss or damage in relation thereto, and the
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 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
hereunder and be subordinate to all of the rights, title and
interest of the Lessor in and to said premises, buildings and
improvements under this lease. The materials of any building
removed hereunder shall be the property of the Lessor.
(91 Indemnity for Lessor and Others The Lessee
shall keep the Lessor harmless and 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
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using or operating any of the leased personal property, and to
that end shall maintain at all times, in full force and effect,
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
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have the right, at their own expense, to make alterations, attach
fixtures and erect partitions and signs and upon the buildings
hereby leased or any replacements or additional buildings on the
premises, subject to any and all building restrictions now or
hereafter imposed by the City of Sanford and to inspection by the
Lessor or its duly constituted representatives; but Lessee, if
required by the Lessor, shall upon the termination of this lease,
restore said premises to a condition 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
over which the Lessee has no control, excepted, except,however,
that if the Lessor requires such restoration, the Lessee shall be
given written notice by the Lessor at least thrity (30) days be-
fore the termination of this lease.
(11) Inspection of Property by Lessor The Lessor
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 determine whether the terms
and conditions of this lease are being observed and carried out
by the Lessee, and for any other purpose necessary or proper.for
the reasonable protection of Lessor's interest in said property.
(12) Reservations for Utility Purposes The
Lessor hereby makes reservations of so much of the property
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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 Elements Lessor shall
carry such insurance against fire and /or windstorm covering the
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
for such,insurance not less than three (3) months after Lessor
shall have paid such premium or charge. There shall be no
liability on Lessor for restoration of any buildings on premises
hereby demised which are damaged or destroyed by causes not
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-
perty. Any insurance proceeds paid to Lessor by reason of loss
as aforesaid shall be applied to restoration of the b or I�
buildings damaged or destroyed, provided that Lessee shall pay
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
such building or should restoration not be substantially begun
within six months after the damage or destruction shall occur,.
the Lessee may retain all insurance proceeds received by it to
be expended for any municipal purpose.
(14) Assignment of Lease, Subletting The Lessee
shall not assign this lease nor sublet the premises or any part
thereof without the written consent of the Lessor. Lessee shall
exhibit this lease for examination by any prospective subtenant
before requesting such consent to sublease, and the rights of any
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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
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 performed 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
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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-
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 Program Lessee coven-
ants and agrees that during five years immediately succeeding
the execution of this instrument Lessee will make the following
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improvements to the golf course:
I. STAFFING
A. Pro - Manager -Golf Director
B. Assistant Pro - Manager
C. Course Superintendent
D. Head Professional
FIVE YEAR PROGRAM FOR
MAYFAIR COUNTRY CLUB
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
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3. Fertilizing schedule according to soil
analysis
4. Chemical program
a. Insecticide
b. Fungicide
c. Herbicide
d. Nematicide
B. Special Programs - Golf Course
1. Strong herbicide program and resprigging
of fairways 10 -18
2. 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, 412, #13
6. Converting existing range into first class
practice and teaching facility
7. Modernize all equipment and sprinkler syst
8. Improve security by fencing
III. CLUBHOUSE AND PRO SHOP:
A. Special Programs
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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. Free Clinics
2. Free Jr. Program
3. Private lessons
4. T.V. lessons
5. International golf school
D. Organized 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
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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
Clubhbuse and Building
Parking Lot and Landscaping
Fencing
TOTAL
Yearly Average for five Years
$ 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
91,000.00
Lessee further covenants and agrees to expend a
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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
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
Lessee shall furnish to Lessor on or before thirty (30) days
after the end of each quarter during the entire term of this
lease, a statement of all gross revenues of the business opera-
tions conducted by :Lessee on the leased premises during such
preceding months, which statement shall show the actual amount
of gross revenue as herein defined and any other receipts from
sales or services for the preceding quarter and which shall be
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 knowledgd knows the correctness of each statement.
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(18) Auditor's Annual Certificate Lessee shall
furnish Lessor within sixty (60) days after the expiration of
each lease year during the term of the lease, a complete state-
ment of all gross revenues as herein defined from sales, services
rendered, and all other business operations conducted on the
leased premises during the preceding lease year. Said statement
shall show all 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
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indemnification 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 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 Against Removal of Trees or
Sublettinq.
During the remaining term of said lease Lessee - is prohibited,
without the written consent of Lessor, from cutting or removing
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.
(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
to average membership fees and daily green fees charged by
public and private golf courses in the surrounding
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territory of a radius of fifty miles.
(22) Contingencies Constituting a Breach Hereof
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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 from 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 performed, and the continuance of such
failure for a period of sixty (6.0) days after notice in writing
from the Lessor to Lessee of such failure, shall likewise con-
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stitute a breach of this lease, at the option of the Lessor, so
as to terminate all rights, privileges and interest of the Lessor,
herein and hereunder. In the event of a breach of this lease,
the Lessee shall and will pay to the Lessor all costs, reasonable
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 WITNESS WHEREOF, the Lessor has caused these
presents to be executed in its name by its Mayor, and attested
and its corporate seal hereuntq affixed by its City Clerk, and
the Lessee have hereunto affixed their hands and seals, the
day and year first above written.
Signed, Sealed and Delivered
in the ` prVp5ce of.:
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CITY ANFORD, FLORIDA
s � yor
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Lessor
/ SEMINOLE CLUB,
by: Jo . ' Da
Less 'e
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MEMORANDUM
TO: City Clerk
FROM: Director of Engineering and Planning
SUBJECT: Golf Course Effluent Disposal Irrigation Agreement
DATE: April 27, 1988
Henry:
The attached original Irrigation Agreement dated April 25,
1988 is forwarded for safekeeping. It is recommended that this
agreement be filed together with the Golf Course lease. Attachment
A to this agreement will be forwarded by separate memorandum.
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EFFLUENT DISPOSAL /IRRIGATION AGREEMENT
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THIS AGREEMENT is made and entered into this
of Y , 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 N 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 which is quoted
as follows: "(12) Reservations for Utility Purposes The lessor
hereby makes reservations of so much of the property hereby leased
and let as may be reasonably necessary for any and all kinds of uti-
lity services and purposes, with the right to enter upon any of the
said property for the installation, maintenarMe, repair, removal or
transfer thereof, either to existing building and installations of
any hereafter placed upon any part of the property 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
and intent of this Agreement are to provide adequate Golf Course
irrigation to Golf Course property as shown in the attached
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drawings(s), and to properly dispose of 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 met. 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 /l 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 purposes and when tested in February, 1987
had a 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
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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 review and -- permitting for construction. Construction plans
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and specifications will be submitted to Permittor for review and com-
ment. Permittor will complete his review and provide objective com-
ments to 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.
5. 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 shall be
in accordance with construction plans and specifications to be pre-
pared by Permittee's Consulting Engineers, Conklin, Porter & Holmes
Engineers, Inc. The system shall include a lined effleunt storage
pond, effluent pump station and meter, 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
_ 5 -
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 January 1 through May 1 of any
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
cost and expense install the complete effluent irrigation system
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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.
S. 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
has the ability to and records these operations.
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IR
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 econo-
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 non - effluent
irrigation system shall be maintained and operated by the
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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 effluent 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 components 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. Permittee 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
parties. It shall remain effective for the life of the existing
lease for the Golf Course between Seminole Club, Incorporated, as
well as any successors, and City of Sanford, 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.:
Mr. Jack Daniels
Mayfair Country Club
P.O. Box 3911
Lake Mary, Florida 32746
Sanford:
City Manager
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
15. 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 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
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arising out of the reclaimed water system and irrigation, includ-
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-
tern include irrigation of all greens with reclaimed water. Permittee
pursued this course of design based on numerous known Golf Course
operations where reclaimed water is utilized throughout, without
any identified adverse effect therefrom. Permittor feels special
concern for the irrigation of the greens and is strongly disposed
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140%
toward continuing to irrigate the greens, u$j lizing water from the
present irrigation well. Permittor 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.
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IN WITNESS WHEREOF the undersigned parties have executed
this agreement in a form and manner sufficient to bind them as of
the date of joint execution.
Seminole Club, Inc.
Notary Q � 1A
Jack D YrnkV s
NOTARY PUBLIC STATE Of PLOQ 10A
NY COMMISSION EXP. NOV. 1,1588
SUCEO THRU GENERAL. 14S. UNO.
City of Sanford
Notary �
NY COMMISSION EXP. NQY. 1,1588
9DlPDEO THRU GEhER, ?L IlFS.
D. Smith, Mayor
Approved for Legal Sufficiency
for City of Sanford
E
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OFFICIAL RECORDS
80OIC pF,Cr
1 3t, 6 1 746
SD41HOLE CO. 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 repsective parties when the context so requires or admits,
W I T N E S S E T H:
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1. PREMISES AND TERM
The Lessor has demised, leased and let, and by these
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 designated 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 chains,
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
ning, containing 123 acres, more or less,
(LESS: Beginning at a point on the Fast
Line 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
'x the East Line of said section 106.6 feet,
' ?t run thence West 98.9 feet, run thence
North 71 degrees and 14 minutes West 385.5
10 feet, run thence South 87 degrees 51 minu-
, tes,and 15 seconds East 464.10 feet to the
point of beginning).
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3 OFFICIAL RFCOROS
H's6 �14
AND
CO. FL.
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,
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 (67) 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
Lessee covenants and agrees during the remaining term
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 improvement and additional structures, the
following sums: five percent (5 %) of all gross revenue. 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 reimbursement to
the pro. Pro shop proceeds shall include the sale of all mer-
chandise, golfing equipment and proceeds from golf lessons but
shall specifically exclude cart rentals. Quarterly and annual
accountings shall be rendered to the City of Sanford as pro-
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
of rent on such improvements, the same shall be paid as rent to
the City. Capital improvements shall be defined as those types
-2-
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of improvements which become permanent in nature as compared to
those improvements which are required only to maintain repair
and condition; provided, however, the expenditures required
herein for re- working and renovation of tees and greens shall
be considered as capital improvements. It is further agreed
that the above described sums may be carried over from year to
year, for example: if Lessee expends during one year the sum
of $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.
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
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to maintain and operate the golf course on the above described
property as an eighteen hole golf course, aggregating 6,000
yards in length, with fairways of standard width, and clubhouse
and locker rooms as a country club. The annual maintenance
requirements for the golf course shall include as minimum
standards proper fertilization, watering, mowing and weed kill-
ing programs. The proposed annual maintenance program shall first
be submitted to the City Commission on an annual basis for
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
the 11th 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,
-3-
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sewage disposal, gas, electricity, and any 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 taxes that may be levied by any taxing
authority upon this lease or leasehold interest.
The Lessee shall deliver to the Lessor within (30)
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thirty days after the payment of any taxes, assessments or other
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 the 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
forthwith become due and payable by the Lessee to the Lessor,
with interest thereon.
(4) Assessments for Public Improvements The
Lessee shall pay, before they become deliquent, any and all
assessments which may be made by the Lessor or its successor
or successors, or by any other authorized taxing body, for any
public improvements affecting the real property hereby leased
and let, and which are ordinarily assessable against real
property.
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(5) Use and Care of Premises The Lessee shall
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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.
(6) Maintenance of Buildings The Lessee shall
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
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may be constructed on the leased premises.
(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
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 or
additional building or buildings shall be removed by the Lessee
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-
repaired. In the event of the removal of any building or build-
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
Lessor, to secure and safeguard said premises and the Lessor
against any and all liens, claims, levies, attachments, demands,
costs, expenses, loss or damage in relation thereto, and the
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
v create or constitute a lien or claim in favor of Lessee or a
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cs� third party against the right, title and interest of the Lessor
e; 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
hereunder and be subordinate to all of the rights, title and
interest of the Lessor in and to said premises, buildings and
improvements under this lease. The materials of any building
removed hereunder shall be the property of the Lessor.
(9) Indemnity for Lessor and Others The Lessee
shall keep the Lessor harmless and 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
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using or operating any of the leased personal property, and to
that end shall maintain at all times, in full force and effect,
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, to make alterations, attach
fixtures and erect partitions and signs in and upon the buildings
hereby leased or any replacements or additional buildings on the
premises, subject to any and all building restrictions now or
hereafter imposed by the City of Sanford and to inspection by the
Lessor or its duly constituted representatives; but Lessee, if
required by the Lessor, shall upon the termination of this lease,
_
d restore said premises to a condition equal to that existing at
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the time of the Lessee's entering upon the same under this lease,
co
reasonable and ordinary wear and tear and damage by war, fire,
Ct
flood, windstorm or any of the other elements or by circumstances
over which the Lessee has no control, excepted, except,however,
that if the Lessor requires such restoration, the Lessee shall be
given written notice by the Lessor at least thrity (30) days be-
fore the termination of this lease.
(11) Inspection of Property by Lessor The Lessor
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 determine whether the terms
and conditions of this lease are being observed and carried out
by the Lessee, and for any other purpose necessary or proper.for
the reasonable protection of Lessor's interest in said property.
(12) Reservations for Utility Purposes The
Lessor hereby makes reservations of so much of the property
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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..
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(13) Damage by Fire or Elements Lessor shall
carry such insurance against fire and /or windstorm covering the
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
for such insurance not less than three (3) months after Lessor
shall have paid such premium or charge. There shall be no
liability on Lessor for restoration of any buildings on premises
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hereby demised which are damaged or destroyed by causes not
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-
perty. Any insurance proceeds paid to Lessor by reason of loss
as aforesaid shall be applied to restoration of the building or
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buildings damaged or destroyed, provided that Lessee sihall pay
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
such building or should restoration not be substantially begun
within six months after the damage or destruction shall occur,
the Lessee may retain all insurance proceeds received by it to
be expended for any municipal purpose.
(14) Assignment of Lease, Subletting The Lessee
shall not assign this lease nor sublet the premises or any part
thereof without the written consent of the Lessor. Lessee shall
exhibit this lease for examination by any prospective subtenant
before requesting such consent to sublease, and the rights of any
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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
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 performed 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 Notice 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-
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 Program 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
A. Pro - Manager -Golf Director
B. Assistant Pro - Manager
C. Course Superintendent
D. Head Professional
1. Pro -Staff
2. Teaching Staff
3. Carts
4. Starters & Rangers
E. Club House - Assistant Pro- Manager
II. COURSE MAINTENANCE:
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A. immediate adherence to a complete, consistent
and sound maintenance program.
1. Mowing Schedule
2. Watering schedule, according to need
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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-
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 Program 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
A. Pro - Manager -Golf Director
B. Assistant Pro - Manager
C. Course Superintendent
D. Head Professional
1. Pro -Staff
2. Teaching Staff
3. Carts
4. Starters & Rangers
E. Club House - Assistant Pro- Manager
II. COURSE MAINTENANCE:
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A. immediate adherence to a complete, consistent
and sound maintenance program.
1. Mowing Schedule
2. Watering schedule, according to need
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3.
Fertilizing schedule according to soil
analysis
4.
Chemical program
a. Insecticide
b. Fungicide
c. Herbicide
d. Nematicide
B.
Special Programs - Golf Course
1.
Strong herbicide program and resprigging
of fairways 10 -18
2.
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, #12, #13
6.
Converting existing range into first class
practice and teaching facility
7.
Modernize all equipment and sprinkler syste
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
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5.
Landscaping existing entrance to clubhouse
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and parking lot
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6.
Renovating swimming pool and pool house
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IV. GOLF ACTIVITIES
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A.
Hire
outstanding head pro, pro shop staff and
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teaching
staff
B.
Redecorate
and restock pro shop to compete with
better
pro shops in the area
C.
Initiate
comprehensive teaching program
1.
Free Clinics
2.
Free Jr. Program
3.
Private lessons
4.
T.V. lessons
5.
International golf school
D.
Organized
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
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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
0 110 #0a
Yearly Average for five Years
$ 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
91,000.00
Lessee further covenants and agrees to expend a
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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
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
Lessee shall furnish to Lessor on or before thirty (30) days
after the end of each quarter during the entire term of this
lease, a statement of all gross revenues of the business opera-
tions conducted by Lessee on the leased premises during such
preceding months, which statement shall show the actual amount
of gross revenue as herein defined and any other receipts from
sales or services for the preceding quarter and which shall be
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.
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(18) Auditor's Annual Certificate Lessee shall
furnish Lessor within sixty (60) days after the expiration of
each lease year during the term of the lease, a complete state-
ment of all gross revenues as herein defined from sales, services
rendered, and all other business operations conducted on the
leased premises during the preceding lease year. Said statement
shall show all 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
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indemnification 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)
or
During the remaining term of said lease Lessee is prohibited,
without the written consent of Lessor, from cutting or removing
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.
(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
to average membership fees and daily green fees charged by
public and private golf courses in the surrounding
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territory of a radius of fifty miles.
(22) Contingencies Constituting a Breach Hereof
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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 from 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 performed, 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-
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stitute a breach of this lease, at the option of the Lessor, so
as to terminate all rights, privileges and interest of the Lessor,
herein and hereunder. In the event of a breach of this lease,
the Lessee shall and will pay to the Lessor all costs, reasonable
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 WITNESS WHEREOF, the Lessor has caused these
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presents to be executed in its name by its Mayor, and attested
and its corporate seal hereuntq affixed by its City Clerk, and
the Lessee have hereunto affixed their hands and seals, the
day and year first above written.
Signed, Sealed and Delivered
in the i prVVnce of:
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As toy y Lessbr- -'fly
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CITY ANFORD, FLORIDA
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s Mayor
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Lessor
SEMINOLE CLUB,
Lessee
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