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Golf Course Lease Agreement
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GOLF COURSE LEASE AGREEMENT
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THIS LEASE AGREEMENT (hereinafter "LEASE AGREEMENT "), made and
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entered into this 27th day of September, 2007, by and between the CITY OF
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SANFORD, FLORIDA, a municipal corporation created by the laws of the State of
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Florida and existing in Seminole County, Florida, acting through the SANFORD CITY
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COMMISSION, hereinafter referred to as the "CITY," whose address for the purpose of
this LEASE AGREEMENT is City of Sanford, 300 North Park Avenue, Sanford, FL
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32772 -1788, and Maece Taylor, Inc., a Florida corporation, hereinafter referred to as
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"LESSEE," whose address for the purpose of this LEASE AGREEMENT is 3536
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Country Club Road, Sanford, Florida 32771, WITNESSETH:
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Recitals
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WHEREAS, the CITY owns real property, buildings and appurtenances situated
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thereon in Seminole County, Florida, at what is commonly designated the Mayfair Golf
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Course, hereinafter referred to as the "PROPERTY ", a more particular description of
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said property being, to -wit:
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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.
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AND
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Begin 30 chains south of the northeast corner of Section 4, Township 20
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Range 30 East, run south 12.83 chains, thence west 7.17 chains,
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thence north 45 degrees west 4 chains, thence west 20.04 chains, thence
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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
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east 10 chains, to the point of beginning, containing 123 acres, more or
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less, (LESS: Beginning at a point on the East Line of Section 4, Township
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20 South, Range 30 East, Seminole County, Florida, 1951 feet South of
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Northeast corner of said Section 4, thence run South along the East;
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Line of said section 106.6 feet, run thence West 98.9 feet, run thence
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North 71 degrees and 14 minutes West 385.5 feet, run thence South 871
degrees rees 51 minutes, and 15 seconds East 464.10 feet to the
point of 9 p
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beginning);
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AND
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53 chains South of NW comer of East ' /z of Section 4, Township 20
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South, Range 30 East, run South 350.3 feet, thence East 200 feet, thence
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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,
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South 198 feet, thence West 330 feet to point of beginning; and
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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;
AND
Together with a parcel as shown on Plat of Bel -Isle Section of Loch Arbor,
Seminole County, Plat Book 7, Page 72, more particularly described as
follows: Beginning 2106.2 Feet South of the N.W. corner of Section 3,
Township 20 South, Range 30 East, Seminole County, Florida, Run North
83 degrees East 109 Feet, run thence South 5 degrees and 40 minutes
West 820 Feet, run thence West 21.5 Feet, run thence North 802.5 Feet
to the Point of Beginning;
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Also Lot 15, Block 1, of Bel -Isle Section of Loch Arbor, Plat Book 7, Page
72 of the Public Records of Seminole County, Florida
Subject to the right of way for H.E. Thomas Jr. Parkway (State Road 46A);
and
WHEREAS, the CITY desires to lease the PROPERTY to a qualified entity
lessee who shall operate and manage the PROPERTY's Golf Course, Clubhouse, Pro
Shop, concessions and other facilities and shall provide all services and maintenance
for these operations; and
WHEREAS, the LESSEE desires to procure from the CITY the right to lease the
PROPERTY and provide said services and maintenance, and can provide a competent
and qualified Golf Professional willing and able to manage the PROPERTY and
qualified to provide the requisite services associated therewith; and
WHEREAS, the public interest and welfare will be served and the PROPERTY
enhanced by the granting of an agreement to a reputable party who will lease the
PROPERTY and provide all services to the public patronizing the PROPERTY and
maintenance to the PROPERTY; and
WHEREAS, there is presently recorded in the public records in and for Seminole
County, Florida, a certain lease agreement between the CITY and Seminole Club, Inc.,
the current lessee and related agreements and amendments; and
WHEREAS, the CITY and LESSEE herein desire to terminate the CITY's lease
agreement with Seminole Club, Inc. as well as its related agreements and amendments;
and
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WHEREAS, the CITY and Seminole Club, Inc. have negotiated and will execute
a Termination of Lease Agreements and Related Agreements and Mutual Release
(hereinafter "Termination and Release "); and
WHEREAS, the LEASE AGREEMENT between the CITY and LESSEE is
conditioned upon the execution of the Termination and Release, in recordable form; and
WHEREAS, it is the desire of the CITY and LESSEE for the CITY to record the
Termination and Release between the CITY and Seminole Club, Inc., and that the
recording thereof is a material condition of the LEASE AGREEMENT between the CITY
and LESSEE; and
WHEREAS, the LEASE AGREEMENT between the CITY and LESSEE is
conditioned upon the LEASE AGREEMENT being in recordable form; and
WHEREAS, it is the desire of the CITY and LESSEE for the LEASE
AGREEMENT between the CITY and LESSEE to be recorded by the CITY in the public
records in and for Seminole County, Florida, and that the recording thereof is a material
term and condition of the LEASE AGREEMENT; and
WHEREAS, the LESSEE has paid $1,000,000.00 as consideration for being
selected as LESSEE under this LEASE AGREEMENT. The payment of this
$1,000,000.00 is a material condition of this LEASE AGREEMENT.
WHEREAS, on September 24, 2007 the City Commission of the City of Sanford
approved the execution of this LEASE AGREEMENT;
NOW, for and in consideration of the covenants and agreements contained
herein, and in order to obtain the mutual benefits provided herein, the parties hereto
agree as follows:
The aforesaid recitals are true and correct, and the same shall be deemed
incorporated by reference.
Article I. Lease and Terms
A. Lease The CITY hereby leases the above described PROPERTY and its
buildings and appurtenances, with all rights and privileges belonging thereunto, to the
LESSEE for a period of twenty (20) years commencing September 29, 2007 and ending
September 29, 2027. Thereafter, this LEASE AGREEMENT will automatically renew for
an additional five (5) year term unless LESSEE has defaulted on this LEASE
AGREEMENT default. Furthermore, LESSEE is granted the first right of refusal for any
Lease Agreement or Management Contract to be entered into by the CITY after
expiration of the five (5) year LEASE AGREEMENT renewal term. The first operating
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year of the LEASE AGREEMENT shall commence on September 29, 2007 and end
December 31, 2008 ( "First Operating Year"). Thereafter the operating year ( "Operating
Year") for the LEASE AGREEMENT shall be the same as the calendar year ( "Calendar
Year").
B. Grant. THE CITY hereby permits the LESSEE to operate and manage
the Pro Shop located on the PROPERTY and to serve as or employ a Golf Professional
for the Golf Course. LESSEE covenants and agrees to utilize his professional skills and
abilities to operate and manage the PROPERTY in accordance with the terms and
conditions hereinafter provided and set forth.
C. Inspection of Leased Premises, Assets, and Equipment. By executing
this LEASE AGREEMENT, LESSEE certifies that it has inspected the PROPERTY,
merchandise, and equipment related to this LEASE AGREEMENT and that it accepts
them in their present condition. On or before the execution of the LEASE
AGREEMENT, LESSEE will conduct an initial on -site visit to the PROPERTY or
acknowledge that said visit has been conducted. Within thirty (30) days following the
execution of this LEASE AGREEMENT ( "Due Diligence Period "), LESSEE should
forward to the CITY the results of the inspection, and shall complete and report to the
City on the following due diligence tasks, when possible and available.
(1) Obtain current staffing roster and validate current payroll
information, and obtain information on policies and issues relative to employees
— insurance, benefits, vacation privileges, personnel files, etc.
(2) Determine current payroll status and identify any significant or
urgent shortfall issues.
(3) Obtain complete list of, and validate, all current accounts payables;
secure copy of a valid invoice or other adequate documentation for each account
payable, identify urgent payables — including, but not limited to, delinquent utility
bills, etc.
(4) Obtain a complete vendor list, including the account numbers for
the PROPERTY and name, address, phone and email address of each contact.
(5) Obtain a complete list of, and validate, all current accounts
receivables, and secure adequate validating documentation for each account
receivable.
(6) Visually inspect all buildings on the PROPERTY, take
representative photographs and written notes, and identify all known defects
and defaults urgent facilities maintenance issues — such as leaky pipes, broken
windows, HVAC problems, etc.
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(7) Visually inspect all infrastructures on the PROPERTY (roads,
parking, outdoor lighting, irrigation, major drainage, pumping and disposal
systems, etc.) and take representative photos and written notes, identify all
urgent issues.
(8) Conduct a visual inspection of the Golf Course, including a review
of maintenance records and practices (chemical /fertilizer applications,
aerification, pesticide applications, etc.) for the past year. Provide representative
photos and written notes, identify all potential problems.
(9) Identify all hazardous conditions, health and safety issues or
environmental impact issues.
(10) Within the Due Diligence Period, obtain and review a schedule for
all previously booked events and golf leagues scheduled at the PROPERTY,
including a contact name and phone number for each event. Copy the booking
sheet for each event, if one exists; and determine what deposits have been
received, if any.
(11) Obtain a complete membership roster with schedule of member
categories, dues and fees, including names, addresses, phone numbers and
email addresses for all members. Determine the status of membership
programs.
(12) Secure copies of liquor licenses, occupational licenses, business
licenses, health inspection notices and all similar types of permits and licenses
and regulatory requirements. Determine renewal or assignment procedures for
each item and obtain contact names and phone numbers at local agencies.
(13) Secure copies of licenses, permits, reports, and regulatory
compliance documents, water consumption permits, discharge permits, pesticide
applicator licenses, and all other similar permits or licenses, and determine
renewal or assignment procedures for each item, where possible.
(14) Secure and review copies of all equipment contracts or leases with
warranties (e.g. golf carts, equipment, copy machines, ice machines, etc.).
Determine renewal or transfer assignment procedures for each item, where
possible.
(15) Secure and review copies of all service contracts, such as security,
janitorial, etc.
(16) Determine if there are any barter or trade -out arrangements in
place, either with Golf Course members, local hotels or restaurants, local media
or other local vendors. Make a list of all such arrangements, and obtain all
written documentation that may exist.
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(17) Conduct a complete inventory of the Clubhouse and Pro Shop.
(18) Determine the point of sale system(s) in use at the Golf Course,
Clubhouse and Pro Shop and the capabilities and adequacy, including a copy of
any leases or service contracts.
(19) Obtain a basic description and demonstration of the accounting
systems and associated software package, if any.
(20) Secure and review copies of detailed financial statements for the
last twelve (12) months of total course operation.
(21) Secure a copy of the last three years' annual budgets; secure
copies of any business plans and /or marketing plans, if available.
(22) Obtain and review complete information on all insurance coverage
in force for the PROPERTY — agents, brokers, carriers, limits, and copies of
policies. Determine what coverage is current and in effect. Procure a contact
name and phone number for the agent/broker.
(23) Secure copies of all brochures, collateral materials, scorecards,
membership applications, outing contracts, and any other forms or applications
used in the normal course of business operations, if any.
(24) Obtain copies of aerial photos, site maps, boundary surveys, or
other such materials that will provide current and accurate information on the
status of all real property. Floor plans and site plans for the clubhouse also
should be obtained.
(25) As requested by the CITY, in writing, obtain such other information
and make such other assessments as are generally consistent with the scope of
inquiry recommended and outlined above.
D. Driving Practice Range LESSEE shall have the exclusive right to
operation of the driving range located on the PROPERTY and will be responsible, at his
own expense, for providing any and all balls, markers, maintenance, and other items
necessary in connection therewith.
E. Indemnification regarding Survey. In lieu of the CITY providing
LESSEE with a current boundary survey of the PROPERTY as is customary in such
commercial transactions, LESSEE forbears the right to receive an updated survey and,
as security therefor, the CITY shall indemnify, defend, and covenant to protect
LESSEE from any losses, damages, claims, and /or causes of action that may
arise therefrom based upon LESSEE's failure to have been provided a current
boundary survey of the PROPERTY upon formal written request for the same by the
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LESSEE or any material discrepancy between the legal description of the property set
forth in the recitals and the April 10, 1987 J.R. Morgan II, Professional Land Survey.
Article ll. Scope of LESSEE's Services and Duties
The parties agree that LESSEE will provide at its expense a minimum of the following:
A. Buildings, Grounds, and Maintenance.
Accessibility
(1) Hours of Operation The LESSEE shall keep the Golf Course
and the clubhouse open and staff on duty every day except December
25 unless the parties agree otherwise, or unless inclement weather
prohibits the reasonable use of the Golf Course. The hours of operation
for the Golf Course shall begin at sunrise and end at sunset. The Pro
Shop will be operational on every day the Golf Course is open, and
sufficient staff will remain on the premises until all golfers have completed
their rounds.
(2) Availability to the Public. It is expressly understood and
agreed that the Golf Course is a public recreational facility open to the
public and that the LESSEE shall have no right to restrict or prohibit the
use of the Golf Course, or any facilities therein, unless circumstances
arise which demonstrate good cause shown for such prohibited or
restricted use as to any individual or entity based upon failure to satisfy
any debt obligation or other conduct unbecoming and potentially unsafe to
LESSEE, its employees, agents, subcontractors and patrons.
(3) Use by Local Residents. The LESSEE shall provide to
CITY residents unlimited play for any given day (excluding golf cart fee)
for the published daily rate, except weekends and holidays.
B. Personnel and Staffing
(1) Staffing. LESSEE will provide the necessary personnel to staff the
Clubhouse, the Pro Shop, and the necessary Golf Course personnel for
operations and maintenance. Personnel shall display at all times the highest
standards of customer service through courtesy, prompt service, and knowledge
of business. The LESSEE's choice of personnel will be respected by the CITY to
the maximum extent. The CITY recognizes that the LESSEE has the right and
obligation to employ a staff capable of performing assigned duties. Employees
needed to carry out the LESSEE's provisions of this LEASE AGREEMENT shall
be the employees of the LESSEE.
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(2) Golf Professional. The LESSEE will employ or serve as Golf
Professional for the PROPERTY.
(a) The Golf Professional shall conduct himself /herself at all
times in accordance with the standards accepted for golf professionals
and established by the Professional Golfers Association (hereinafter
"PGA ") or Ladies Professional Golfers Association (hereinafter "LPGA ").
(b) The LESSEE agrees that no later than three hundred and
sixty five (365) days after the execution of this LEASE AGREEMENT, the
Golf Professional shall have acquired Class A membership in good
standing in the PGA or LPGA and maintain such standing throughout the
term of the LEASE AGREEMENT. Alternatively, LESSEE may serve as
or employee a Golf Professional without such qualifications provided that
such Golf Professional is approved by the City Manager or his designee
prior to the Golf Professional's employment, which such approval shall not
be unreasonably withheld considering the qualifications of the suggested
Golf Professional.
(c) The Golf Professional shall not be absent from the Golf
Course for longer than thirty -one (31) consecutive days without notice to
and approval by the City Manager, or his designee. During any absences
in excess of seven (7) consecutive days, the LESSEE is required to
appoint an adult supervisor fully qualified to perform the supervisory duties
set forth in the LEASE AGREEMENT.
(3) Staff Limitations The LESSEE's hiring practices will comply with all
State and Federal laws. The LESSEE's employees shall not be eligible for any
CITY employee rights or benefits. Further, the CITY reserves the right to advise,
but not demand, the dismissal of any employee of the LESSEE's whose
performance or actions are perceived by the CITY as detrimental to the
maintenance and operation of the PROPERTY and its facilities.
(4) Staff Presentation. The LESSEE shall ensure that its employees
present themselves in a neat, clean, and courteous manner at all times.
(5) Accident Reports The LESSEE shall report all injuries to Golf
Course patrons to the CITY.
(6) Subcontracting. The LESSEE may, if necessary, subcontract
services performed under this LEASE AGREEMENT, such as catering of food,
but shall be held responsible for the adequate provision of and payment for such
services by the subcontractor and for full liability and obligations for the
performance of such subcontractor. No such approval shall make the CITY a
party of or to any subcontract, or subject the CITY to liability of any kind to any
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subcontractor. The subcontractor and his /her employees shall not be considered
employees of the CITY.
C. Equipment Rental LESSEE, at his expense, shall make available for
rental by the public items such as golf clubs, pull and electric carts and other golf
equipment as may be reasonable, upon expiration of present lease for Yamaha gas golf
carts. Provided, however, if the CITY or LESSEE is able to liquidate the existing Lease
on such terms as are acceptable to the liquidating party, LESSEE shall enter into such
Lease Agreement for electric carts. LESSEE shall be responsible for all maintenance
and replacement of these items, and agrees to keep the same clean and in good and
safe operating condition at all times.
D. Pro Shop, Merchandise. No later than forty -five (45) days after the
execution of this LEASE AGREEMENT, LESSEE will make available for purchase by
the public at the Pro Shop a variety of golf - related merchandise including clubs, bags,
gloves, shoes, balls, clothing and other such items. The LESSEE will maintain an
inventory of such items having a wholesale value of not less than $10,000.
E. Collection and Reporting of Fees at Pro Shop. LESSEE will be
responsible for the collection and reporting, as defined below, of all revenues received
from the Pro Shop.
F. Teaching Program. LESSEE will offer on a continuing basis a
comprehensive teaching program, including private lessons and clinics to members of
the public. Such teaching programs shall be adequate to meet the demands of the
public.
G. Golf Promotion and Programs. LESSEE will implement programs and
conduct activities to promote public interest in the game of golf and to promote use and
enjoyment of the Golf Course.
H. Marshalling, Starter and Handicapping Services LESSEE will provide
marshalling and starter service at the Golf Course to meet the course demands.
LESSEE may provide free play in exchange for marshalling and starter services.
LESSEE will make available to the public a handicapping service at an appropriate
industry standard fee.
I. Concessions. The LESSEE shall operate and maintain on the
PROPERTY a concession room to be open and available to the public at reasonable
times daily for the sale of food and drink commonly available in such places and
consistent with the laws of the State of Florida, Seminole County, and the CITY.
Concession operations shall be conducted in a clean and sanitary manner, keeping the
premises tidy and presentable at all times.
J. Purchase or Lease of Supplies and Equipment. The LESSEE shall be
responsible for the purchase or lease of all equipment necessary to operate the Golf
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Course, Clubhouse and Pro Shop including, but not limited to mowers, golf carts,
supplies and equipment used for the sale of food and beverages, and Pro Shop
Inventory and all other purchases which shall be made in the LESSEE's name and on
LESSEE's credit only, not the CITY's.
K. Organized Golf Associations and Activities LESSEE will promote the
organization of Golf Course associations and activities organized by golf clubs,
including, but not limited to:
(1) Men's golf association and tournament schedule
(2) Women's golf association and tournament schedule
(3) Twilight Golf
(4) Professional and Non Professional Tournaments
(5) Restoration of the Mayfair Tournament
(6) Open Charity Tournaments
(7) Area Junior Tournaments
(8) Summer Junior Training programs
(9) Discounted or free golf programs and opportunities for the non-
traditional golfer (minority, low- income, at -risk youth, the physically
challenged)
(10) Golf outings
L. Meeting /Banquet Facilities. LESSEE may make available to the public,
at a reasonable charge, the Club facility for meetings, banquets, parties and the like.
The LESSEE is responsible for all booking, reservations, and arrangements. LESSEE
will develop general written standardized guidelines under which these events may be
conducted, including a rental agreement that all parties wishing to rent the facility must
sign. The written general standardized guidelines must be approved in advance by the
CITY.
M. Licenses and Permits. No later than sixty (60) days after the effective
date of this LEASE AGREEMENT, LESSEE shall be responsible for obtaining all
necessary permits and licenses for full operation of the PROPERTY including the Golf
Course, Clubhouse, Pro Shop and all concession activities being conducted therein
(e.g. beer, liquor, and cigarettes).
N. Supervision LESSEE shall provide suitable and adequate supervision of
the PROPERTY including the Golf Course, Clubhouse, Pro Shop and all concession
activities being conducted therein. Such supervision shall ensure the orderliness of
activities so as not to permit any unlawful or disorderly conduct on the premises.
LESSEE shall assist the CITY in the enforcement of all rules and regulations of the
CITY regarding golf courses and public buildings and grounds. The CITY will provide
LESSEE with a copy of the CITY rules, regulations and ordinances, if any.
O. Marketing LESSEE and CITY agree to cooperate with the promotional
efforts of each other.
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P. Fidelity Bond. No later than forty -five (45) days after the effective date of
this LEASE AGREEMENT, the LESSEE will provide a fidelity bond of $100,000 to cover
against loss from embezzlement, fraud or other misappropriation, or negligence for all
LESSEE's agents, representatives and employees. Within five (5) days of procurement
of the Fidelity Bond, LESSEE will provide a copy of such to the CITY.
Article III Fees /Revenues /Records.
A. Fees and Charms. LESSEE shall set the rates to be charged for green
fees, including tournament fees and prices for golf related merchandise, concessions,
room rentals, the fees, costs or prices for golf cart rentals, pull cart rentals and club /bag
rentals, golf equipment repairs, handicapping, private golf lessons, and clinics, driving
range usage, and other services provided at the Pro Shop. Said rates and prices shall
be competitive and comparable to other public and semi - private golf courses in the
greater central Florida area. CITY residents will receive discounts off these rates and
prices. Said residents will be identified in such manner as is acceptable to the parties.
B. Fee Collection The LESSEE shall collect all greens fees, season badge
fees, gift card fees, tournament fees, golf cart rentals, facility rentals and food and
beverage sales.
C. Payment to City. The parties agree that CITY shall receive five percent
(5 %) of the gross revenues from the operation of the PROPERTY, including its Golf
Course, Clubhouse, and Pro Shop which shall include, but not be limited to, green fees,
concessions, room rentals, handicapping, merchandise sales, tournaments fees, driving
range, golf cart rental, pull cart rental, and club /bag rental. Provided further that
revenues received from golf lessons and golf clinics are excluded. Payments owed by
LESSEE to the City pursuant to this provision shall be made by the LESSEE to the
CITY, without demand by the CITY, no later than March 31 of the year following the
Operating Year. The first payment to the CITY pursuant to this provision shall be no
later than March 31, 2009.
D. Collection of Revenues LESSEE agrees that all revenues received in
connection with operation of the PROPERTY, including the Golf Course, Clubhouse,
Pro Shop, and concessions whether from sale of merchandise, collection of green fees,
rental of equipment, repair of clubs, private lessons, clinics, or otherwise, shall be run
through the cash registers, except for revenues received for golf lessons and golf
clinics.
E. Financial Records. LESSEE shall keep accurate and complete books
and financial records as follows:
(1) LESSEE agrees to maintain complete detailed and accurate books
and records of sales receipts and inventory regarding operations at the
PROPERTY, including greens fees, badge sales, golf cart and other equipment
rentals, and all food and beverage concessions, operation of the Pro Shop, and
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the giving of golf lessons, all in accordance with strict accounting standards,
subject to the CITY's approval, which approval shall not be unreasonably
withheld.
(2) Annual Audit Upon annual audit of financial statements furnished
to the CITY by the LESSEE pursuant hereto, the Finance Director of the CITY, or
employee /designee, shall be authorized to conduct such annual audit as the
CITY shall require upon receipt of said reviewable financial statements from the
LESSEE in order to validate said financial statements in accordance with
generally acceptable accounting practices.
The expense of the annual audit performed by the Finance Director, or
employee /designee, shall be paid by the LESSEE within thirty (30) days of billing
by the Finance Department, which services shall be furnished at the regular
hourly rate and basic administrative costs paid to the Finance Director, or
employee /designee, which formal annual audit cost shall not exceed Seven
Thousand Five Hundred Dollars and no /100 ($7,500.00).
In the event a material discrepancy surfaces, at the option of the CITY, the
CITY may require an audit by an outside independent Certified Public Accountant
( "CPA ") who does not hold any ownership interest in the operation of LESSEE,
such CPA to be selected by the CITY. In the event no material discrepancy is
found by the CPA, the CITY will pay the cost of the formal audit. In the event a
material discrepancy is confirmed by the CPA, LESSEE will pay the cost of the
formal audit.
(3) LESSEE agrees upon twenty -four (24) hours notice to make
available to the CITY or its designee, all records, books of account, cash register
tapes, created kept or used and statements maintained with respect to its
operations at the PROPERTY. These records shall be maintained for a period of
three (3) years from the date they were created.
(4) LESSEE agrees that the CITY or its agents shall have the right at
any time to audit the books and records required to be made and preserved by
LESSEE. LESSEE shall be responsible for any deficiency payment owed.
(5) LESSEE agrees to provide accounting and financial management
services and support for the PROPERTY in accordance with generally accepted
accounting standards.
(6) LESSEE agrees to provide verification annually that the tax
reporting and payment obligations are satisfied in a complete, accurate and
timely manner as dictated by all regulatory agencies.
F. Annual Business Plan. The First Annual Business Plan for the First
Operating Year shall be due December 1, 2007. Thereafter the Annual Business Plan
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shall be due December 1 of each Operating Year. No later than thirty (30) days prior to
the beginning of each Operating Year, LESSEE shall submit to the CITY, a proposed
Annual Business Plan for the upcoming year. The CITY shall review the Annual
Business Plan within fifteen (15) days of receipt of same. The Annual Business Plan will
include the following:
(1) A line -item expense and revenue budget (the "Annual Operating
Budget ") for the fiscal year, which will utilize a chart of accounts that conforms to
golf industry standards. The Annual Operating Budget shall include a two -year
revenue estimate consistent with business planning assumptions, and
coordinated with recommended marketing strategies.
(2) A proposed Marketing Plan aimed at the implementation of
programs and activities to promote the Mayfair Golf Course. The plan should
provide an evaluation of the marketplace potential and the competitive
environment. Strategies should be presented with respect to the major market
segments and daily fee golf, memberships, and organized outings and
tournaments. Plan elements should include, but not be limited to, a pricing
strategy, fee structures, a public - relations and outreach strategy and a media
strategy. The LESSEE agrees to cooperate with the promotional efforts of the
CITY whenever possible. An established marketing budget and timetable will be
provided.
(3) An Annual Maintenance Plan that will include:
(a) Detailed specifications for the maintenance of the Golf
Course, including guidelines for managing the course at a high level of
quality in the most cost - effective manner possible. This plan will include a
maintenance staffing program, a maintenance budget, a plan for replacing
and /or upgrading course maintenance equipment, and recommendations
for course maintenance and resolving all existing agronomic problems.
(b) Detailed specification for the maintenance of all facilities on
the property, including guidelines for keeping the buildings, parking lots,
signs, fixtures, HVAC and electrical systems, furniture, equipment and
other structures on the PROPERTY in safe operating condition and in
compliance with applicable codes, statutes, etc.
(4) An Annual Golf Operations Plan, outlining an operating strategy for
all aspects of a golf operation, including rates and fee schedules, golf
merchandise sales through the Pro Shop, and concession operations. A staffing
plan and budget estimate will be included. Particular emphasis will be placed on
customer service and the image that the PROPERTY projects to golfers and the
public.
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(5) A proposed Capital Improvement Plan and budget, identifying both
minor and major capital improvement components. LESSEE may also propose
improvements that will add to the value of the course, improve recreational
opportunities for customers or to enhance revenue opportunities.
G. Monthly Reports: The first Monthly Report shall be due December 28,
2007 in the First Operating Year. On the twentieth (20th) day of each month, thereafter,
the, LESSEE will provide to the CITY:
(1) A monthly financial report that will include a comparison of actual
versus budgeted income and expenditures by line item.
(2) A year -to -date report indicating actual income and expenses
compared to budgets for such period. Any substantial variance of actual income
and expenses from the Annual Operating Budget or Annual Business Plan will be
noted and explained in the report.
(3) A statement as to the management and operation of the
PROPERTY and where applicable, recommendations for future development and
improvement of the PROPERTY.
(4) Status and activities report related to the Annual Marketing Plan.
(5) Status and activities report related to the Annual Maintenance Plan.
(6) Status and activities report related to the Annual Golf Operations
Plan.
(7) Statistical reports to include:
(a) Rounds of golf played per month
(b) Tournaments
(c) Classes and Lessons
(d) Memberships
(e) Other Activities
H. Year End Report: No later than March 31 of the year following each
Operating Year, LESSEE will deliver to CITY a profit and loss statement showing the
results of operations for that Operating Year for review and comment by the City
Manager (or his designee). In addition, the year end report should include the following:
(1) Review and evaluation of the Club's overall financial position and
performance.
(2) Verification that all licenses and permits are current.
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(3) Verification that all taxes and fees have been satisfied.
(4) A statement that the PROPERTY remains in compliance with all
applicable regulations, ordinances, statutes, etc.
(5) A statement as to the management and operation of the
PROPERTY and where applicable, recommendations for future development and
improvement of the PROPERTY.
(6) Review of activities related to the Annual Marketing Plan.
(7) Review of activities related to the Annual Maintenance Plan.
(8) Review of activities related to the Annual Golf Operations Plan.
(9) Year end statistical reports to include
(a) Rounds of golf played per month
(b) Tournaments
(c) Classes and lessons
(d) Memberships
(e) Any other information the CITY may deem necessary to
keep the CITY apprised of progress and concerns
I. Payment of Taxes. In the event that any real estate or sales taxes are
levied or assessed by lawful authority by reason of the fact of this LEASE AGREEMENT
and of LESSEE's use of the PROPERTY or against any structure erected by the CITY
or LESSEE on the PROPERTY, such taxes shall be timely paid by LESSEE. LESSEE
further agrees to timely pay all taxes, assessments or other public charges levied or
assessed by lawful authority (but reasonably preserving LESSEE's right of appeal)
against its personal property on the premises, during the term of this LEASE
AGREEMENT or any renewals or extensions thereof. For valuations of the PROPERTY
of $600,000 or less, the LESSEE will bear sole responsibility for the ad valorem real
estate taxes. In the event of a twenty- percent (20 %) increase or greater in the valuation
of the PROPERTY in excess of the preceding year's ad valorem real estate value
LESSEE and the CITY will equally share the tax burden.
J. Evaluation On April 30 of each Operating Year during the term of this
LEASE AGREEMENT. The evaluation may cover, but is not limited to:
(1) Financial performance in comparison of other public golf courses
within the Orlando metropolitan area.
(2) Course use including rounds played, concession and cart sales.
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(3) Course care including maintenance and cleanliness of the golf
course, clubhouse, fixtures, furnishings, signs and equipment.
(4) A survey of Golf Course users, conducted by LESSEE, to gauge
satisfaction with the Golf Course, Clubhouse, Pro Shop and its facilities and
concessions.
Since a primary goal of the CITY is to provide affordable golf as a recreational
opportunity to all citizens and maximize revenues and performance, if the LESSEE's
operation results in a significant decline in subsection (1) -(3) above, as compared to
other public and semi - private golf courses in the Orlando metropolitan area as
determined by accepted industry standards and excepting force majeure and other
factors outside LESSEE's control, the CITY shall notify the LESSEE that it is in default
of any material term in which instance LESSEE shall have ninety (90) days to cure said
default. f the LESSEE fails to cure said default, as determined by the CITY, within the
ninety (90) day cure period, the CITY may terminate this LEASE AGREEMENT for just
cause by sending a notice of termination effective at the end of the then - current
Operating Year.
Article IV. Maintenance and Utilities
A. General Maintenance Requirements. The LESSEE agrees to use
reasonable efforts with regard to the ongoing maintenance responsibility of the
PROPERTY so it can remain open and playable. In the event of damage to the
PROPERTY from flood, tornado, acts of God or vandalism, LESSEE, agrees to repair
and restore the PROPERTY as soon as practical in order that play may be resumed.
B. Routine Maintenance Repair and Capital Improvements The LESSEE
agrees to:
(1) Maintain the physical and structural condition of the PROPERTY,
including without limitation, the grounds, plants, trees, hole design, paths, water
features and other course features. All facilities and buildings shall be kept in a
sound state of repair and in compliance with applicable codes. Particular
attention should be paid to preserving the original Donald Ross design of the
Course.
(2) Maintain the physical and structural condition of the facilities,
including without limitation, the buildings, parking lots, signs, and fixtures, HVAC
and electrical systems, furniture, equipment and other structures. All facilities
and buildings should be kept in a sound state of repair and in compliance with
applicable codes giving consideration to their current condition and the desires of
the LESSEE to operate the facility as the Legends of Mayfair Country Club.
Defaulting conditions existing on the date of the execution of this LEASE
AGREEMENT and germane to this paragraph only are excepted.
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(3) Assure all facilities are maintained in a clean and sanitary state,
keeping the premises and areas contiguous to buildings in a tidy state and
presentable condition at all times.
(4) Maintain all public restrooms in a clean and sanitary state.
(5) Develop and implement written Golf Course maintenance
standards that will be sufficient, in the CITY's professional judgment, to provide
playing conditions that are consistent with the Golf Course's market position and
competitive with conditions at comparable facilities.
(6) Develop and implement housekeeping and preventive maintenance
programs for all buildings, grounds and facilities at the golf course.
(7) Maintain accurate, up -to -date, and detailed records of chemical and
fertilizer application schedules and rates, irrigation schedules and rates,
verification and top dressing schedules, and other agreed upon critical course
maintenance elements.
(8) Undertake, repair, replace and complete capital improvement
projects with CITY approval and in accordance with the Annual Business Plan.
(9) Monitor premises and facilities of the PROPERTY for situations that
are potentially unsafe or hazardous. In the event that such situations are
determined to be present, take immediate steps to remedy the situation.
(10) Monitor premises and facilities of the PROPERTY for situations that
could cause serious damage to PROPERTY facilities (e.g. a leaking roof) and in
the event that such situations are determined to be present, take immediate
steps to remedy the situation.
(11) Maintain and update, as necessary, all pre- existing plans, drawings
and building specifications.
(12) Provide services to maintain trees on the PROPERTY and replace
damaged or destroyed trees on the PROPERTY within ninety (90) days of
detecting such damage or destruction.
(13) Provide services to keep the PROPERTY clean and presentable by
providing for hauling of trash.
(14) Provide for janitorial service and upkeep on the facilities, including
pest control.
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C. Utilites. The LESSEE shall furnish and pay for all public utilities
(including continuous outside lighting) incurred in the use and operation of the facilities
referred to in this LEASE AGREEMENT.
D. Water. During the First Operating Year of the LEASE AGREEMENT,
LESSEE will have use of not to exceed 550,000 gallons of reclaimed water per day at a
cost of $5,000.00 per month. After the First Operating Year, the LESSEE will have the
use of 500,000 gallons of reclaimed water per day at a cost of $5,000.00 per month;
LESSEE will pay the market rate paid by commercial users for each 1,000 gallons of
water usage over 500,000 gallons per day.
E. Payment of Other Utilities and Services. LESSEE shall be responsible
for paying the charges and monitoring fees for any security system LESSEE may
desire; for all long distance telephone and facsimile charges; for all cable television
charges and for any other utilities LESSEE may require.
F. Additional Operational and Maintenance Requirements The LESSEE
shall:
(1) Develop and implement quality control programs, customer service
standards, operating policies and procedures, employee handbooks and other
guidelines for the operation of the PROPERTY.
(2) Ensure that licenses and permits necessary to support the
operation and maintenance of the PROPERTY are kept current and in good
standing.
(3) Enter into service contracts and vendor agreements as necessary
or advisable to support the operation and maintenance of the PROPERTY. Such
agreements may include, but not be limited to: janitorial services, waste
collection and disposal services, linen or uniform services, pest control services,
herbicide treatment services and related course operational services.
(4) Monitor compliance with pre- existing lease obligations or other
contractual obligations assumed by the CITY, and recommend new leases or
contracts as necessary to support the operation and maintenance of the golf
course.
G. Irrigation. The LESSEE shall be responsible for maintenance of all
irrigation and fertigation systems (reclaimed and potable). The CITY shall be
responsible for maintaining and repairing within a reasonable time the reclaimed water
storage pond and master pump station which water sources are exclusively used for
irrigation and fertigation of the Golf Course and the Main Water Plant which is located
on the Golf Course.
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H. Reservations for Utility Purposes. The CITY reserves so much of the
PROPERTY as may be reasonably necessary for any and all necessary utility services
and purposes, with the right to enter upon the PROPERTY for the installation,
maintenance, repair, removal or substitution thereof, either to existing buildings and
installations or any utility services hereafter placed upon any part of the PROPERTY. In
the event such installation(s) shall affect the operation, physical design and /or present
layout of the Golf Course or result in financial detriment to the LESSEE, then in that
event, such installation(s) shall be subject to mediation between the parties in
accordance with Article X of this LEASE AGREEMENT. The CITY shall notify the
LESSEE of the plan for the installation(s) before commencing same. If CITY receives a
request for utility easement on the PROPERTY it will notify the LESSEE of such
intended installation of utility services within five (5) days of receiving same.
I. Bathroom Facilities at the Sixth and Ninth Holes on the Golf Course.
The CITY agrees that LESSEE may demolish the bathroom facilities currently existing
at the Sixth and Ninth Holes on the Golf Course and that LESEE has no duty or
obligation to replace or repair the bathroom facilities. In the event that LESSEE elects
to erect or repair the bathroom facilities at these locations, the CITY will procedurally
assist with and expedite: a) the design phase of the facilities; b) the permitting
requirements; and c) the approval of an acceptable discharge plan for substitute
facilities to be constructed by LESSEE.
Article V. Future Improvements
Capital Projects With the prior approval of the CITY, which approval shall not
be unreasonably withheld, LESSEE, at its sole expense, may make improvements to
the PROPERTY for increased service and recreational opportunities for the residents of
the CITY and to enhance revenue opportunities, hereinafter referred to as "Future
Improvements."
(1) LESSEE shall at its own expense, provide for the payment of all costs and
expenses associated with the design, procurement and installation of the Future
Improvements.
(2) In year one of the LEASE AGREEMENT, LESSEE agrees to contribute
$720,000 towards capital improvements on the PROPERTY.
(3) In the undertaking the design and construction Future Improvements, the
responsibilities of the LESSEE shall include, but not be limited to:
(a) The hiring of all contractors and /or suppliers for the design and
construction of said improvements.
(b) The scheduling and supervision of all work.
(c) The timely payment of all fees, costs, charges, and expenses
associated with this work, including for all necessary permits. The LESSEE shall
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obtain all necessary permits and inspections, and obtain a Certificate of
Occupancy, if required.
(d) Requiring all contractors or sub - contractors to indemnify the CITY
and to obtain and maintain in continuous effect the liability insurance coverages
specified by the CITY at the time of the design and construction of any Future
Improvements. This coverage may be provided by the LESSEE.
(e) Retain and pay for an engineer or architect licensed in the State of
Florida to perform the preparation of plans and specifications for the
improvement to be certified by a licensed engineer or architect licensed in any
state of the United States of America and duly apprised of all applicable laws,
rules, and regulations of the State of Florida and the City of Sanford Code.
(f) Conduct a final inspection upon contractor request for final payment
and develop a punch list of items for completion, if any.
(g) Maintain all project documents and records for a mandatory three -
year retention period from the date of final payment for inspection and auditing by
the LESSEE, the CITY, and any other authorized governmental entity.
(h) Submit certification that the improvement has been constructed in
substantial conformance with the approved plans and specifications.
(4) The design and construction of the Future Improvements shall be in
compliance with the City Code of the City of Sanford, and all applicable laws, codes,
statures, standards, rules, etc.
(5) The Future Improvements and any building or buildings erected on the
PROPERTY, including replacements thereto, and all additions permanently attached
thereto and fixtures thereon shall be and become part of the PROPERTY when upon
which erected, and remain a permanent part of the PROPERTY at the termination of
this LEASE AGREEMENT.
Article VI
Damages, Indemnification and Insurance
A. LESSEE Responsibility The LESSEE and its agents and representatives
will be responsible for any damages whatsoever to property in the custody of the
LESSEE or his /her employees. The LESSEE may not subcontract or assign work for
this LEASE AGREEMENT without the express written permission of the CITY. If the
LESSEE has received written authorization to subcontract work, it is agreed that all
subcontractors performing work under this LEASE AGREEMENT shall comply with its
provisions. It also is expressly understood that all persons employed by the LESSEE,
either directly or indirectly, shall be considered employees of the LESSEE and not
employees of the CITY.
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B. Indemnification Requirements
(1) Indemnification (Hold Harmless) Provision To the fullest extent
permitted by law, the LESSEE agrees to defend, pay on behalf of, indemnify, and hold
harmless the CITY, its elected and appointed officials, employees and volunteers and
others working on behalf of the CITY, against any and all claims, demands, suits, or
loss, including any and all outlay and expense connected therewith, and for any
damages which may be asserted, claimed or recovered against or from the CITY, its
elected and appointed officials, employees, volunteers or others working on behalf of
the CITY, by reason of personal injury, including bodily injury or death, and property
damages, including loss or use thereof, which arises out of or is in any way connected
or associated with the LESSEE'S use or occupancy of the PROPERTY and /or work or
activities performed by the LESSEE pursuant to the provisions of this LEASE
AGREEMENT. It is the intention of the parties that the CITY, its elected and appointed
officials, employees, volunteers or other working on behalf of the CITY, shall not be
liable or in any way responsible for injury, damage, liability, loss or expense resulting to
the LESSEE, its officers, employees, subcontractors, and others affiliated with the
LESSEE due to accidents, mishaps, misconduct, negligence or injuries either in person
or property resulting from the LESSEE'S use or occupancy of the PROPERTY and /or
work or activities performed by the LESSEE, pursuant to the provisions of this LEASE
AGREEMENT, except for and to the extent caused by the negligence of the CITY.
The LESSEE expressly assumes full responsibility for any and all damages
caused to the PROPERTY resulting from the LESSEE'S use or occupancy of the
PROPERTY and /or work or activities performed by the LESSEE, its officers,
employees, subcontractors, and others affiliated with the LESSEE.
The LESSEE represents that its activities pursuant to the provisions of this
LEASE AGREEMENT will be performed and supervised by adequately trained and
qualified personnel, and the LESSEE will observe, and cause its officers, employees,
subcontractors and others affiliated with the LESSEE to observe all applicable safety
rules.
(2) Waiver of Subrogation. To the extent permitted by law, LESSEE hereby
releases the CITY, its elected and appointed officials, its agents, employees and
volunteers and other working on behalf of the CITY, from and against any and all liability
or responsibility to the LESSEE or anyone claiming through or under the LESSEE by
way of subrogation or otherwise, for any loss or damage to property caused by fire or
other casualty and from bodily injury or death incurred by LESSEE'S employee, agents
or anyone invited onto the PROPERTY by the LESSEE. This provision shall be
applicable and in full force and effect only with respect to loss or damage and bodily
injury occurring during the time of this LEASE AGREEMENT. The LESSEE'S policies
of insurance shall contain a clause or endorsement to the effect that such release shall
not adversely affect or impair such policies or prejudice the right of the LESSEE to
recover thereunder.
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C. Indemnification Insurance and Certificates of Insurance Without' limiting
any of the other obligations or liabilities of LESSEE, LESSEE shall, during the term of
the LEASE AGREEMENT, purchase and maintain the insurance and indemnification set
forth in Exhibit A with companies duly licensed to write insurance in the State of Florida.
Valid Certificates of Insurance for each policy covering the LESSEE, together with a
statement by the issuing company that said policies shall not be canceled without thirty
(30) days prior notice being given the CITY except ten (10) day notice for non - payment
for premiums, shall be delivered to the CITY and reviewed for sufficiency by the City
Manager or his designee.
(1) If there is a lapse in coverage in any of the required policies or
coverage, LESSEE is to immediately notify the CITY in writing and immediately
cease operations until effective coverage is reinstated.
(2) The CITY shall be named on LESSEE's Property Insurance policy as
an Additional Insured to the extent of the CITY's insurable interest in the facilities
located on the PROPERTY. The replacement value of the Clubhouse /Banquet
Facility, by ownership and as a whole, will be determined by a professional
appraisal done on each portion of the facility and of the facility as a whole by a
professional appraiser agreeable to both LESSEE and the CITY. LESSEE's
Property Insurance Policy shall reflect the appraised value (as established by the
Seminole County Property Appraiser's Office) as the replacement value. From
that time forward, the replacement value shall be estimated and adjusted
annually by LESSEE and the CITY, with an appraisal being conducted no less
than every five (5) years.
(3) If any facility located on the PROPERTY or any portion thereof or
improvements thereto, is damaged or destroyed by fire or other casualty and can
be repaired or rebuilt within one - hundred - eighty (180) days from the happening
of said damage or destruction, LESSEE shall cause the facility so damaged or
destroyed to be repaired or rebuilt within that period of time. LESSEE shall not
have the right to terminate this LEASE AGREEMENT, but shall, as soon as
reasonably possible from the happening of said damage or destruction, continue
its normal operation subject to the provisions herein contained. If any facility
located on the PROPERTY or any portion thereof is damaged or destroyed by
fire or other casualty so that LESSEE cannot conduct its normal business, and if
the facility so damaged or destroyed cannot be repaired or rebuilt within one -
hundred- eighty (180) days from the happening of said damage or destruction,
The CITY and LESSEE shall negotiate any necessary modifications to this
LEASE AGREEMENT.
Article VII
Conduct Impairing the LEASE AGREEMENT
A. Protection Against Accident to Employees and the Public The LESSEE
shall at all times exercise reasonable precautions for the safety of employees and
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others on or near the PROPERTY and shall comply with all applicable provisions of
Federal, State, and municipal laws.
B. Laws and Ordinances The LESSEE shall at all times observe and comply
with all Federal, State and local laws, ordinances and regulations, which in any manner
affect the LESSEE or the work, and shall indemnify and hold harmless the CITY against
any claim arising from the violation of any such laws, ordinances and regulations
whether by the LESSEE or its employees.
C. Encumbrances and Liens LESSEE agrees that it will at no time engage in
any activity that will cause a lien to be attached to the PROPERTY or any part thereof,
except for financing purposes and conditioned upon the personal guarantee of the
LESSEE's principals, Steve Phillips and J. Gordon Blau, and secured by such collateral
which is deemed reasonable and necessary. Except as stated herein above, in the
event a lien is filed on the PROPERTY as a result of LESSEE's activities, LESSEE shall
immediately ensure the removal of the same. Neither LESSEE nor anyone claiming by,
through, or under LESSEE shall have the right to file or place any mechanic's lien or
any other lien of any kind or character whatsoever, upon said PROPERTY or
improvement thereon, and notice is given that no contractor, subcontractor, or anyone
else who may furnish any material, service, or labor for any improvements, alterations,
repairs, or any part thereof shall at any time be or become entitled to any lien thereon.
For the further security of the CITY, LESSEE covenants and agrees to give actual
notice thereof in advance to any and all contractors and subcontractors who may furnish
or agree to furnish any such material or labor.
D. Discrimination. With regard to the use of the PROPERTY, the CITY and
LESSEE shall hold such PROPERTY as available to all persons, groups, and
organizations on an equal basis and without restriction provided such persons, groups,
or organizations observe the Federal, State, and local laws, rules, and regulations
governing the use of such facilities. LESSEE and its agents, representatives or his
employees shall not discriminate against any person or persons on the basis of race,
religion, creed, color, sex, national origin or disability on the Golf Course, in concession
operations, in employment decisions, or in providing any service contemplated by this
LEASE AGREEMENT.
Article VIII
Assignment and Modification
A. Assignment. The LESSEE shall not assign this LEASE AGREEMENT,
sublease the premises, or allow the use of the PROPERTY by any other party without
first obtaining the written consent of the CITY endorsed on or incorporated in any such
assignment, sublease or subagreement, which such consent shall not be unreasonably
withheld. Any assignment made without so first obtaining written consent of CITY shall
be null and void, shall confer no rights on any third party, and shall be cause for
cancellation of this LEASE AGREEMENT by the CITY at the CITY's option. This
provision against such assignment, sublease, or use shall be deemed to be continuing
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covenant and shall apply not only to the LESSEE herein, but to any and all assignees of
said agreement and to anyone who may, in any manner, acquire any interest therein.
Each and every covenant and agreement herein contained shall extend to and be
binding upon the respective successors, heirs, administrators, and assigns of the
parties hereto. Notwithstanding anything hereto to the contrary, the parties recognize
that LESSEE may choose to form a corporation, professional corporation, limited liability
company, or other business entity in which it is the principal or majority owner and such
shall not be construed an assignment of this LEASE AGREEMENT. The formation of
any of these entities shall not relieve LESSEE from its obligation to devote its personal
time and attention as may be necessary to adequately supervise and administer the
operation of the PROPERTY.
B. Modification. The LESSEE is granted only such rights and privileges as are
explicitly set out in this LEASE AGREEMENT. None of the covenants, provisions,
terms, or conditions of this LEASE AGREEMENT to be kept or performed by CITY and
LESSEE shall be in any manner modified, waived, or abandoned, except by a written
instrument duly signed by both parties and delivered to CITY and LESSEE. This
LEASE AGREEMENT contains the whole agreement of the parties.
Article IX
Default/Termination
A. Rights and Remedies The various rights, powers, options, elections, and
remedies of either party provided in this LEASE AGREEMENT shall be construed as
cumulative and no one of them as exclusive of the others, or exclusive of any rights,
remedies, or priorities allowed either party by law, and shall in no way affect or impair
the right of either party to pursue any other equitable or legal remedy to which either
party may be entitled as long as any default remains in any way unremedied,
unsatisfied, or undischarged.
B. Inspections. The CITY shall have the right to enter upon the PROPERTY
and its grounds, buildings and facilities, for the purpose of inspecting the PROPERTY to
determine whether the terms and conditions of this LEASE AGREEMENT are being
observed and carried out by the LESSEE, and for any other purpose necessary or
proper for the reasonable protection of the CITY's interest in the PROPERTY.
C. Termination by the CITY. In the event of any default of any term or
condition of this LEASE AGREEMENT by LESSEE, upon written notice by the CITY
specifying the default and time to cure, LESSEE shall immediately and fully remedy the
default(s) in accordance with the terms and notice of default. In the event the LESSEE
fails to comply as required, this LEASE AGREEMENT, the CITY may terminate upon
the date specified in the notice of default, subject to the dispute resolution provisions of
Article X which shall be read in pari materia, LESSEE's right of protest and any
defenses or affirmative defenses that LESSEE has or may assert.
(1) Time to Cure The cure period shall be: thirty (30) days for financial
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defaults or behavior that impugns the reputation of the CITY; ninety (90) days for
defaults relating to capital improvement and major maintenance issues; and sixty (60)
days for defaults related to violations of Federal or State law or local ordinances or any
other failures to comply with the terms of this LEASE AGREEMENT.
(2) If the LESSEE, or its agents or representatives should be convicted of
any act of theft or dishonesty against the CITY or against the PROPERTY, the CITY
shall have the right to terminate this LEASE AGREEMENT immediately.
D. Termination by LESSEE. LESSEE shall provide the CITY with ninety (90)
days prior written notice of election to terminate the LEASE AGREEMENT. The parties
agree the CITY may modify this effective termination date, as it shall deem necessary to
fulfill the objectives of regular course operation. LESSEE shall remain responsible for
the removal of all of its equipment, other than leased items prior to the expiration date,
full payment to CITY of all sums due, and, absent a bona fide dispute with a vendor, for
full payment to third parties for goods and services obtained pursuant to sales or leases
entered into by LESSEE and concerning the PROPERTY. However, this covenant shall
in no way be interpreted to create any affirmative duty on the part of the CITY to pay
such third party creditors. Upon termination of this LEASE AGREEMENT, LESSEE
shall immediately vacate and remove its possessions from the PROPERTY and pay in
full any contractual sums due the CITY.
E. Notices, Communications All complaints by the CITY with regard to the
operation of the PROPERTY, and specifically its Golf Course, Clubhouse, Pro Shop and
concessions shall be directed in writing to the LESSEE. All complaints by LESSEE
directed to the CITY shall be in writing to the City Manager or his designee. Notices as
provided for in this LEASE AGREEMENT shall be given to the respective parties hereto
at the respective addresses designated on page one of this LEASE AGREEMENT
unless either party notifies the other, in writing, of a different address. Without prejudice
to any other method of notifying a party in writing or making a demand or other
communication, such message shall be considered given under the terms of this
LEASE AGREEMENT when sent, addressed as above designated, by certified mail,
return receipt requested.
F. Personal Property All personal property on the PROPERTY shall be at the
risk of the LESSEE, and CITY shall not be liable for any damage or loss either to person
or property sustained by LESSEE unless the loss was caused by the failure of the CITY
to fulfill its obligations under the LEASE AGREEMENT.
G. Bankruptcy If LESSEE shall become insolvent or be declared bankrupt,
then the CITY shall have the right to terminate this LEASE AGREEMENT immediately.
Article X
Dispute Resolution
Mediation.
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(1) If LESSEE disagrees with the CITY's determination that its
performance is in default of this LEASE AGREEMENT, LESSEE shall notify the CITY of
its objection in writing not less than fifteen (15) days after receipt of notice of
termination, therein identifying the nature of its objection. If the objection cannot be
resolved within sixty (60) days thereafter, either party may cause the matter to be
submitted to non - binding mediation. Any request for mediation from one party to the
other must be in the form of a written notice requesting mediation, the parties shall
execute and acknowledge a written agreement specifying which disputes are to be
submitted to the mediator, and the mediation shall be limited to such disputes.
(2) The parties shall mutually agree on a mediator. If the parties fail to
select a mediator within fifteen (15) days from the written request for mediation, then
such mediator shall be chosen by the presiding officer of the Seminole County Bar
Association. Should the party requesting mediation fail to propose a mediator within ten
(10) days of its demand, its right to mediation shall lapse. Should the other party fail to
propose a mediator within the said ten (10) days, then such presiding officer shall
appoint a mediator. The mediator may recommend remedies in lieu of termination.
(3) The costs of mediation shall be shared equally by the parties.
(4) In any arbitration, litigation, or appeal, attorneys fees, together with all
court costs, shall be granted to the prevailing party.
Article XI
Miscellaneous
A. Contract Lanouage Words and phrases herein, including acknowledgement
hereof, shall be construed as in the singular or plural number, and as masculine,
feminine, or neuter gender according to the context.
B. Termination. Upon the termination by cancellation or otherwise of this
LEASE AGREEMENT and any extensions thereof, the LESSEE will surrender, yield up,
and deliver the premises in good and clean condition, except for the effects of ordinary
wear and tear and depreciation arising from lapse of time, or damage without fault or
liability of the LESSEE.
C. Venue and Governing Law The laws of the State of Florida shall govern the
interpretation, validity, performance and enforcement of this LEASE AGREEMENT, and
the parties agree that the LEASE AGREEMENT is performable in Seminole County,
Florida. Any cause, lawsuit, matter or other action concerning this LEASE
AGREEMENT or its interpretation and enforcement shall be filed in Seminole County,
Florida.
Golf Course Lease Agreement
Page 26 of 32
D Interpret Contract Fairly. Although drafted by the CITY, should any part be
in dispute, the parties agree that the LEASE AGREEMENT shall not be construed more
favourably for either part.
E. Historic Preservations. LESSEE agrees that the flag and plaque dedicated
to Mr. John K. "Jack" Daniels will remain on the first tee of the Golf Course, and that the
historic black and white photos displayed in the front of the Clubhouse will remain on
the PROPERTY.
[Signature Pages to Follow]
Golf Course Lease Agreement
Page 27 of 32
This LEASE AGREEMENT shall be binding upon the parties hereto, their
successors, heirs, personal representatives and assigns.
IN WITNESS WHEREOF, the parties have executed this LEASE AGREEMENT
intending to be bound thereby on the date and year written below their respective
signatures.
ATTEST:
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CITY OF SANFORD, FLORIDA
Linda Kuhn, Mayor
� 1, 0 1
STATE OF FLORIDA )
COUNTY OF SEMINOLE )
The foregoing instrument was acknowledged before me thi day of
2007, by Linda Kuhn as Mayor for the City of Sanford who is
personally known to me and who did/ did not take an oath.
MARY E. DECKER
MY COMMISSION #DID 479819 Official Notary Sign ur
a EXPIRES: January �, 2010
''t, �i4,. Bonded Th. NI Pic Undeimbis
Y
Printed N me
Golf Course Lease Agreement
Page 28 of 32
WITNESSES:
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Signature
Printed Name
Inc.
ignature
,s fd, 1-t 2--
Printed Name
STATE OF FLORIDA
COUNTY OF SEMINOLE
The for oing instrumer
of , 2007, b
for AF.cF ?AY�o�,�i✓e ,
an oath.
(Notary Seal)
MAECE TAYLOR, INC.
Signature
Z eve-
Printed Name on behalf of Maece Taylor,
P 6S7�0 vT
Title
Date
t was acknowledge before me this 47 H" c - -Iay
i Smeve f as PAK
who is personally known to me and who (OV-d4diieHake
bA ►e1Ie) L Ctr s
Printed Name
Golf Course Lease Agreement
Page 29 of 32
EXHIBIT A
INSURANCE REQUIRMENTS
I. GENERAL
LESSEE shall purchase and maintain insurance to protect LESSEE and the CITY
throughout the duration of the LEASE AGREEMENT. Said insurance shall be provided
by an insurance companies permitted to do business in the State of Florida, having no
less than an A.M. Best rating of "B +" or better. All policies shall be written on a per
occurrence basis, not a claims -made basis, unless specifically permitted by this LEASE
AGREEMENT, and in the form and amounts and with the companies satisfactory to the
CITY.
11. INSURANCE REQUIREMENTS
A. WORKER'S COMPENSATION & EMPLOYER'S LIABILITY INSURANCE
LESSEE shall procure and maintain during the life of this LEASE AGREEMENT,
Worker's Compensation Insurance, including Employer's Liability Coverage, in
accordance with all applicable statutes of the State of Florida. The coverage limits shall
include $500,000 per each accident for Bodily Injury by Accident, $500,000 per each
accident for Bodily Injury by Disease, and $500,000 policy limit for Bodily Injury by
Disease.
B. COMMERCIAL GENERAL GARAGEMEN's LIABILITY INSURANCE LESSEE
shall procure and maintain during the life of this LEASE AGREEMENT, Commercial
General Garagemen's Liability insurance on a per occurrence basis with limits of liability
not less than $2,000,000 per occurrence with the aggregate limit to be two times the
occurrence limit, Personal Injury, Bodily Injury and Property Damage. Liability limits and
coverage will have no deductible or self- insured retention amount. In the event that the
LESSEE coverage includes a deductible or a self- insured retention provision, then and
in that event, the LESSEE shall fully indemnify the CITY with reference with reference to
any deductible appearing in the policy or any self- insured retention amount included
therein. Coverage shall include the following extensions: (a) Contractual Liability, (b)
Premises and Operations, (c) Products and Completed Operations, (d) Independent
Contractors Coverage, (e) Personal and Advertising Injury and (f) deletion of Explosion,
Collapse and Underground (XCU), where applicable.
C. AUTOMOBILE LIABILITY INSURANCE LESSEE shall procure and maintain during
the life of this LEASE AGREEMENT, Automobile Liability Insurance with limits of liability
of not less than $1,000,000 per occurrence combined single limit including Bodily Injury
and Property Damage. Coverage shall include all owned vehicles, leased vehicles, and
Golf Course Lease Agreement
Page 30 of 32
all hired vehicles. Liability limits and coverage will have no deductible or self- insured
retention amount.
D. UMBRELLA/EXCESS INSURANCE The coverages specified in B and C above
may be satisfied with a combination of primary and Umbrella /Excess Insurance. The
Umbrella /Excess Insurance shall also be written on a per occurrence basis and shall
include the same endorsements as required of the primary policy(ies). Any exclusions
that do not follow the form of the primary policy(ies) required above must be submitted
with the Certificate(s) of Insurance.
E. PROPERTY INSURANCE LESSEE shall procure and maintain during the life of
the LEASE AGREEMENT, Property covering all insurable improvements on the
PROPERTY, LESSEE shall also insure all fixtures, furnishings, and other contents
essential to LESSEE performing its normal business functions. The Property Insurance
policy shall provide coverage on a replacement cost basis and shall include Business
Interruption and Extra Expense coverage of $500,000, or at least a minimum of the
equivalent to cover what LESSEE estimates to be three (3) months of normal golf
course operations. Extra expense coverage shall be a minimum of $100,000. The
CITY shall be named as an Additional Insured on LESSEE'S Property Insurance policy
and any loss of $10,000 or more shall be adjusted with both LESSEE and the Additional
Insured. The CITY will maintain Property Insurance on all structures.
F. INSURANCE FOR OTHER LOSSES LESSEE shall assume during the life of this
LEASE AGREEMENT, full responsibility for all loss or damage from any cause
whatsoever to any property brought onto PROPERTY that is owned or rented by the
LESSEE, or any of the LESSEE'S employees, agents, subcontractors, suppliers or their
employees, to the extent that such property is utilized in carrying out the provisions of
this LEASE AGREEMENT. LESSEE shall cause its insurance carrier(s) providing
physical damage insurance to the LESSEE to provide a waiver of right of subrogation
against the CITY.
G. POLLUTION LIABILITY LESSEE shall procure and maintain during the life of this
LEASE AGREEMENT, Pollution Liability Insurance with limits of liability of not less than
$1,000,000 per occurrence. The CITY prefers this to be an occurrence policy. However,
if the claims -made form is used, LESSEE must provide for a five year extended
reporting form for a minimum of five years.
H. EQUIPMENT FLOATER All equipment, i.e. golf carts, lawn mowers, etc. used by
the LESSEE shall be scheduled on an equipment floater with a maximum $500 per
occurrence deductible.
I. SUBCONTRACTORS LESSEE shall require that any of its agents and
subcontractors who perform work and /or services pursuant to the provisions of this
contract meet the same insurance requirements that are required of the LESSEE.
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J. ADDITIONAL INSURED & GOVERNMENTAL IMMUNITY The insurance policies
providing the coverages specified in B, C, D, E, F, G, and I above shall include the CITY
as Additional Insured.
K. PROOF OF INSURANCE LESSEE shall provide to the CITY a Certificate(s) of
Insurance evidencing all required insurance coverage no later than thirty (30) days prior
to inception or renewal of each policy. The LESSEE agrees that no disclaimer or
otherwise that is included in or attached to the LESSEE insurance policy(ies) or
Certificate(s) of Insurance shall modify, nullify, or void the policy requirements made by
the CITY of the LESSEE.
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