1617 - Mayfair Country Club MAYFAIR COUNTRY CLUB OPERATIONS
MANAGEMENT AGREEMENT
THIS AGREEMENT is made this 1st day of October, 2013 (the "Execution
Date"), by and between City of Sanford/Mayfair Country Club_(hereinafter referred to as
"Owner"), and I G C-Mayfair Golf C l u b, LLC a Florida Limited Liability
Company (hereinafter referred to as "Manager").
WITNESSETH:
WHEREAS, Owner is the owner of a golf course property located in the State of
Florida and the associated business operations commonly known as Mayfair Country Club;
hereinafter referred to as"the Club," and
WHEREAS, Manager generally is experienced in maintaining and managing
operations at golf course properties, and
WHEREAS, the Owner desires to avail itself of the expertise, advice, assistance
and other abilities of Manager for the management of the Club;
NOW,THEREFORE, for good and valuable consideration,including the covenants
herein contained and to be performed by Owner and Manager, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1
APPOINTMENT OF MANAGER
1.1 Appointment of Manager. Subject to the terms of this Agreement, Owner
hereby appoints Manager as its exclusive agent to supervise, direct and control the
management, development, marketing and operation of the Club. Subject to Owner
approval as provided for in this agreement, and also subject to the other provisions of this
Agreement, Manager shall have the discretion and control in all matters and facets relating
to the management and operation of the Club. Manager hereby accepts such appointment,
upon and subject to the terms, conditions and restrictions herein contained. It is expressly
understood and agreed that this Agreement shall cause Manager to be an independent
contractor and shall not create any master-servant or partnership relationship, either
express or implied,between Manager(or any person employed by Manager) and Owner.
SECTION 2
OBJECTIVES OF THE PARTIES; ANNUAL BUSINESS PLAN & BUDGET;
RESPONSIBILITY FOR OPERATING EXPENSES
2.1 Objectives of the Parties. Owner and Manager acknowledge and agree that
their joint and principal objectives are to protect and maintain the assets of the Club,
properly supervise and manage the daily operations of the Club, provide full and accurate
accounting for the financial affairs of the Club, maximize revenue from the operations of
the Club, and take such other measures, subject to Owner approval, that may serve to
enhance the asset value of the Club.
2.2 Operations. Manager shall be responsible for conducting the day-to-day
operations and management of the Club in accordance with the Annual Business Plan and
Annual Operating Budget as approved by Owner, and in accordance with the terms of this
agreement.
2.3 Annual Business Plans and Annual Operating Budgets. Within 30 days of
commencing operations management services, Manager will prepare and submit to the
Owner for approval a proposed business plan for the 2014 calendar year. The proposed
Annual Business Plan will include a line-by-line budget (the "Annual Operating Budget")
utilizing a chart of accounts that conforms to golf industry standards.
For subsequent years, Manager will submit proposed Annual Business Plans and
proposed Annual Operating Budgets, conforming to the requirements set forth above, on
or before September 1 of the preceding year. Within thirty (30) days after the receipt of
each proposed Annual Business Plan and Annual Operating Budget, the Owner will be
responsible for reviewing and approving these documents, or revising these documents in
consultation with Manager. Owner shall have final approval over the Annual Business
Plan and Annual Operating Budget, and once approved by the Owner, these new
documents will replace all prior Business Plans and Budgets.
Contents of the Annual Business Plan will include:
a. Key Assumptions: Manager will describe the assumptions reflected in the plan with
respect to: Market Positioning; Course Conditioning and Quality; Level and Type
of Capital Improvements; Operating Philosophy, etc.
b. Marketing Plan: Manager will provide an evaluation of the marketplace potential
and the competitive environment. Strategies will be presented with respect to the
major market segments — daily fee golf, memberships, and organized outings and
tournaments. Plan elements will include a pricing strategy, a public relations
strategy and a media strategy.
c. Maintenance Plan: Manager will provide detailed specifications for the
maintenance of the golf course, including guidelines for managing the course at a
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high level of quality in the most cost-effective manner possible. This section will
include a plan for replacing and/or upgrading course maintenance equipment, and
recommendations for resolving any agronomic problems that Manager has
observed.
d. Revenue Projections: The plan will include revenue estimates that Manager
considers to be consistent with Manager's key business planning assumptions, and
coordinated with the recommended marketing strategies. Major revenue categories
will be: Golf and Golf Carts Fees; Practice Range; Golf Merchandise; Food &
Beverage; and Memberships.
e. Expense Budgets: Manager will provide detailed (line-item) expense budget
estimates for each area of the operation formatted using an industry standard chart
of accounts for daily fee/semiprivate golf clubs. Major expense categories will be:
Golf Operations; Food & Beverage; Golf Course Maintenance; Occupancy;
General &Administrative.
f. Preliminary Capital Improvement Plan and Budget: Manager will discuss capital
improvements, if any, that Manager recommends for the property to support
operating assumptions, revenue projections and/or the recommended disposition
strategy. Manager will provide as much detail as possible, including preliminary
cost estimates, with respect to each recommendation.
Manager will use its best efforts to achieve the goals and objectives set forth in the Annual
Business Plan and Annual Operating Budget. Owner acknowledges that the performance of
the Club could be affected by circumstances or events beyond Manager's control, and
Manager will not be deemed to have made any guarantee, warranty or representation
whatsoever in connection with the Annual Business Plan or Annual Operating Budget. Under
no circumstances will Owner have any claim or cause of action against Manager in the
event that the goals, targets and benchmarks established in the Annual Business Plan and
Annual Operating Budget are not met or achieved, provided that the Manager abides by
the language and intent of the Annual Business Plan and makes every reasonable effort to
adhere to the parameters of the Annual Operating Budget.
From time to time Manager may consider it advisable to propose changes to the currently
approved Annual Business Plan. In that event, Manager will discuss the proposed changes
with Owner, and Owner will make the final determination as to what changes, if any,will be
made to previously approved plan.
2.4 Operating Expenses: Owner is responsible for providing sufficient funds to
cover the operating expenses for the Club. Manager, acting as agent for Owner, will
deposit all Club revenues into an operating account for the Club and Manager will have
authority to draw upon the funds in the operating account to cover operating expenses in
accordance with the Annual Operating Budget. In the event that funds in the operating
account are not sufficient to cover operating expenses, Manager shall advise Owner of the
shortfall or potential shortfall and Owner shall deposit additional funds into the operating
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account in a timely manner in order to insure that sufficient funds are available to meet the
operational requirements of the Club. Manager will have no obligation to contribute funds
to any Club Operating Account.
Manager may cause the Club to incur any expense (i) that is included in the approved
Annual Operating Budget; (ii) that is needed to remedy any emergency situation that, in
Manager's professional judgment is potentially hazardous,unsafe or damaging to the Club;
provided that the amount required for such remedy does not exceed $5,000, or (iii) as
otherwise expressly approved by Owner. Manager will not incur any expense that is not
consistent with the Annual Operating Budget without the prior written consent of the
Owner, except in the case of an emergency or as otherwise provided in this Agreement.
Manager may reallocate up to ten percent(10%)of any amount budgeted with respect to any
one item in the Annual Operating Budget to another item budgeted therein provided that the
aggregate expenditures in the Annual Budget are unaffected, and further provided that Owner
is notified in writing of the reallocation within ten(10)days. Unbudgeted minor expenditures
unforeseen at the time of preparation of the Annual Budget,and reasonably deemed necessary
by Manager, may be made without Owner's authorization except that unbudgeted
expenditures aggregating more than $5,000 in any month may not be made without Owner's
written approval in advance.
SECTION 3
DUTIES AND RESPONSIBILITIES
3.1 Duties and Responsibilities of Manager. On and after the Effective Date
(hereinafter defined), except as expressly set forth herein, Manager shall be responsible for
the management, operation, organization, administration and maintenance of the Club. The
responsibilities of Manager under this Agreement shall include, without limiting the
generality of the foregoing, the following:
a. Prepare and submit for Owner approval, in accordance with Section 2, above, a
proposed Annual Business Plan and Annual Operating Budget for the Club.
b. Provide accounting, financial management and financial reporting services and
support for the Club.
c. Employ, either directly or through a third-party professional employer or employee
leasing company, all personnel required for the operation and maintenance of the
Club.
d. In accordance with Section 4 below, and at Owner's expense, provide for property,
casualty and liability insurance coverage for the Club. However, Owner may elect
to provide Property Insurance coverage for buildings and structures and general
Liability insurance.
e. Acting on behalf of Owner, collect all gross operating revenues derived from the
operation the Club and pay all of the Club' operating expenses, including
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management fees to Manager authorized under this agreement, from these
revenues.
f. Develop and implement quality control programs, customer service standards,
operating policies and procedures, employee handbooks and other guidelines for
the operation of the Club.
g. Develop and implement golf course maintenance standards and practices that will
be sufficient, in Manager's professional judgment, to provide playing conditions
that are consistent with each Club's market position and competitive with
conditions at comparable facilities.
h. On behalf of Owner and in accordance with the Annual Operating Budget, establish
vendor relationships and service vendor accounts in Owner's name, as necessary to
support the operation and maintenance of the Club.
i. On behalf of Owner and in accordance with the Annual Operating Budget,purchase
operating supplies, equipment and inventories as necessary to support the operation
and maintenance of the Club.
j. Develop and implement, in accordance with the Annual Operating Budget,
housekeeping and preventive maintenance programs for all buildings, grounds and
facilities at the Club.
k. Subject to Owner approval in advance, and in accordance with the Annual Business
Plan and the Annual Operating Budget, undertake repair, replacement and capital
improvement projects.
1. Monitor compliance with pre-existing lease obligations or other contractual
obligations assumed by Owner in the course of taking title to the Club, and
recommend new leases or contracts as necessary to support the operation and
maintenance of the Club.
m. Use commercially reasonable good faith efforts to insure that all Club facilities and
Club operations conform to the requirements of local, county, state and/or federal
regulations, licenses, orders, permits and similar requirements; advise Owner of
any observed deficiencies and recommend corrective actions or remedies to Owner.
n. Use commercially reasonable good faith efforts to insure that all licenses and
permits necessary to support the operation and maintenance of the Club, advise
Owner of the steps needed to insure that all such licenses and permits are kept
current and in good standing, and take action on behalf of Owner as appropriate.
o. Use commercially reasonable good faith efforts to monitor Club premises and
facilities for situations that are potentially unsafe or potentially hazardous (e.g. a
broken stair)and in the event that such situations are determined to be present,take
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reasonable steps to remedy the situation in a cost-effective manner. Manager will
have authority to take such remedial actions without Annual Budget authorization
or other Owner approval,provided that the cost of the remedy is $2,000 or less.
p. Perform such other duties and provide such other services, consistent with the
language and intent of this agreement,and in accordance with the Annual Operating
Budget, as Manager deems necessary or desirable for the efficient and proper
operation of the Club.
3.2 Financial and Banking Matters. Owner shall establish or designate one or
more bank accounts as the operating account(s) ("Club Accounts") for the Club. Club
Accounts shall not be combined with any other accounts of Owner or of Manager. Club
funds shall not be co-mingled with any other funds of Manager. Manager, as Owner's
agent, will provide centralized accounting services and financial management functions
and provide for adequate controls, policies and procedures to safeguard cash, inventories
and all other assets of the Club. Manager's responsibilities in this regard will include, but
may not necessarily be limited to, the following:
a. Collect and promptly deposit into the Club Operating Account all revenue from
Club operations.
b. Pay all Club expenses, including all amounts due to the Manger as fees or
reimbursable expenses so along as they are included in the Annual Operating
Budget or otherwise approved in writing by the Owner. As part of this process
Manager will provide appropriate oversight over Club expenditures, including
corporate review of all invoices, plus periodic reviews of purchase orders, delivery
tickets,payroll reports and other records of Club expenditures.
c. Make distributions of excess cash to Owner as Owner may direct.
d. Prepare a daily report of Club cash receipts in all revenue categories.
e. Provide appropriate cash controls, including regular reviews and comparisons of
daily bank deposits against cash register tapes,tee sheets and daily revenue reports,
and periodic spot audits of on-site cash control measures.
f. Maintain the chart of accounts and general ledger for each property.
g. Balance all accounts and maintain the balance sheet for each property.
h. Prepare monthly profit & loss statements and other financial reports as requested
by the Owner.
i. Prepare a monthly variance report comparing revenues and expenses to budget.
j. Review and approve in advance all service contracts, leases and significant vendor
relationships.
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k. Conduct monthly physical count inventories in all departments of the Club, and
match physical inventory reports to point of sale reports and delivery tickets.
1. Reconcile monthly bank statements.
m. Assist Owner in meeting Owner's obligations with respect to local, state and federal
tax filings, licenses, franchise fees, etc.
n. Within twenty one (21) days following the close of each month, provide to the
Owner monthly financial reports in such form and containing such information as
Owner may reasonably request, and which will include 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 will be explained in the report.
3.3 Personnel and Employment Matters. In accordance with the approved Annual
Operating Budget, Manager shall hire, supervise and discharge any personnel necessary to
be employed in order to properly carry out the objectives of this Agreement. Personnel
hired, paid and supervised by Manager shall in every instance be deemed employees of
Manager or at Manager's election,employees of an employee leasing company. Employees
of the Manager and / or the leasing company are referred to as employees of the Manager
in this Agreement.
All salaries, wages and other compensation of personnel employed by Manager hereunder
at the Club, including, if applicable, fringe benefits, medical and health insurance,
social security taxes, administrative charges and fees from the employee leasing
company, and the like, shall be deemed an operating expense of the Club and shall be
paid by Manager from the Club Accounts.
3.4 Payroll Funding. It shall be Owner's responsibility to insure that sufficient
funds are available in the Club Accounts to fund all payroll and related employment
obligations. Advance funding for payroll obligations shall be accomplished via a transfer
of funds from the Club Accounts to a designated payroll account maintained by Manager or
by Manager's employee leasing company. Manager will be entitled to make such payroll
transfers in advance of each payday, and in the event that funds on deposit in the Cub
operating account are insufficient to fund an upcoming payroll, Manager will notify Owner
and Owner will be responsible for immediately depositing additional funds into the operating
or payroll account. Failure by Owner to provide sufficient funds to cover payroll obligations
as provided for in the Annual Operating Budget, after having received written thirty
(3 0) days notice from Manager,will constitute an Event of Default hereunder.
Manager will be responsible for compliance with all laws, regulations and tax requirements
relative to payroll and employment, with all such expenses to be considered operating
expenses of the Club and covered from Club revenues or other funds provided by Owner.
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Manager will be responsible for resolving any issues related to employee compensation,
unemployment claims and benefits.
Manager will be responsible for providing (either directly or through employee leasing
company) Workers Compensation & Employers Liability Insurance and any Statutory Disability
Coverage as may be required for the employees of the Club. The expense of such coverage will be
an operating expense of the Club and will be included in the Annual Operating Budget.
Owner covenants and agrees that it will not employ or offer to employ, at or in connection with
the Club, any personnel of Manager during the time services are being provided by Manager
under this agreement, or until one year after the expiration of this agreement, without prior
written consent of Manager.
3.5 Major Capital Projects. Integrity Golf Company's operations management
responsibilities pursuant to this agreement include the supervision of routine repairs and
maintenance of Club facilities, and the management of minor capital improvement projects. As
requested by Owner, and at no additional expense to Owner, IGC also will provide financial,
administrative and construction administration services for any Major Capital projects
considered necessary or desirable by Owner, including supervision of plans, specifications and
working drawings; review of cost estimates and bids and procurement of contractors; qualifying
contractors with respect to insurance, bonds, etc.; monitoring contract performance, approval of
draw requests and making payments to contractors.
3.6 Other Benefits and Services. Integrity Golf Company will provide the
following benefits under this management agreement:
(a) Residents of Sanford shall receive 25% discount in all green fees and cart
fees;
(b) Organize and implement community-related golf leagues as well as City
Employee Golf League;
(c) Host three (3) community-related or sponsored events at the golf course at
no cost;
(d) "Kids Play for Free" Program from June-September and a reduced Junior
Membership and green fees throughout the year;
(e) Home-site for Sanford Middle and High School Golf teams and Seminole
State College;
(f) Residents of Sanford may play other IGC golf courses at a discounted rate
when the golf course is closed due to renovation;
(g) Display and incorporate the earlier times of the golf course to preserve its
rich history;
(h) Availability of walking the golf course during off peak hours;
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(i) Cross promotions of other attractions and events at the City of Sanford by
arranging displays and other advertisements to progress the exposure of the City of
Sanford.
SECTION 4
INSURANCE
4.1 Insurance: Owner Obligations. Owner will provide property insurance coverage for
buildings and structures as well as General liability Insurance in regards to actions of the Owner
and its employees, officials, officers, representatives, successors and assigns.
4.2 Manager will provide the evidence via a Certificate of Insurance for the following
insurance coverage and limits:
a) General Liability: Minimum of$1,000,000 per occurrence/$2,000,000 aggregate, name City
as Additional insured;
b) Workers Compensation with Statutory Limits (Section I), and Employer Liability(Section II)
minimum limits of$500,000/$500,000/$500,000;
c) Automobile Liability: Minimum of$1,000,000 Combined Single Limit (CSL) name City as
Additional insured;
d) Liquor Liability: Minimum of$1,000,000 per occurrence/$2,000,000 aggregate, name City
as Additional insured;
e) Professional Liability or Directors and Officers: Minimum of $1,000,000 per
occurrence/$2,000,000 aggregate;
f) Crime and Fidelity/Employee Dishonesty: minimum of$500,000 per occurrence.
Insurance to be provided by the Manager as set forth in Section 4.2 is an operating expense and shall
be paid by the Manager from the Club operating account.
SECTION 5
OBLIGATIONS AND DUTIES OF OWNER:
5.1 Obligations and Duties of Owner. Owner shall cooperate with Manager
so as to enable Manager to carry out its obligations and responsibilities under this Agreement. This
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cooperation shall include,but shall not be limited to, the following:
a. Performing all contractual obligations to which it is, at any time, a party relating in any
way to the Club, including, without limitation, those agreements which Manager enters
into on behalf of Owner pursuant to this Agreement;
b. Cooperating with Manager and promptly responding to all inquiries and requests for
information, documentation or approvals to enable Manager to carry out its obligations
under this Agreement.
5.2 Owner Responsibility for Operating Expenses. Owner agrees to pay for all
costs of operating and maintaining the Club as set forth in the approved Annual Operating
Budget. To the extent funds generated by Club operating revenues are not sufficient to fund
payroll expenses or other operating expenses, it shall be Manager's responsibility to so advise
Owner, and Owner then will provide such funds as required, in a timely fashion, by depositing
them into the Club Account(s).
To the extent possible, Manager shall fund payroll expenses and pay other operating
expenses using revenues derived from the operation of the Club. All revenues from
operations shall be deposited in the Club Operating Account, and Manager shall apply the funds
in the Operating Account to the payment of operating expenses, including payroll and
management fees as provided for herein. The foregoing notwithstanding, in the event operating
funds are not sufficient to cover operating expenses, the Owner shall have the obligation of
providing supplemental funds as required.
Manager will communicate with Owner on a regular basis with respect to cash flow and funding
requirements, so that Owner may reasonably anticipate the cash flow requirements of the Club and
to the extent possible, have as much advance notice as possible relative to the need to provide
supplemental funding over and above the funds available from club operations.
SECTION 6
OWNER'S REPRESENTATIONS AND WARRANTIES
Owner makes the following representations and warranties to Manager, which
representations and warranties shall, except as otherwise set forth herein, survive the
execution and delivery of this Agreement and shall be true and correct in all material respects
on the Effective Date.
6.1 Entity Status/Authority. Owner is authorized to, and in good standing to, conduct
business in the State of Florida. The individual executing this Agreement on behalf of Owner
has full capacity, right, power, and authority to sign the same on Owner's behalf and to bind
Owner thereto. This Agreement and all documents to be executed pursuant hereto by Owner
are and shall be binding upon and enforceable against Owner in accordance with their respective
terms.
6.2 Violation of Agreement. Neither the execution and delivery of this Agreement by
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Owner nor Owner's performance of any obligation hereunder: (a) will constitute a violation of
any law, ruling, regulation, or order to which Owner is subject, or
(b) shall constitute a default of any term or provision or shall cause an acceleration of the
performance required under any other agreement or document to which the Club or any part
thereof is subject.
SECTION 7
EVENTS OF DEFAULT;REMEDIES
7.1 Owner. With respect to Owner it shall be an event of default ("Event of
Default")hereunder; if any of the following shall occur:
a. If, upon thirty (30) days' notice Owner shall fail to make or cause to be made any
payment to Manager required to be made hereunder,or to make any payment pursuant to any
other agreement between the parties;
b. If Owner shall fail to keep, observe or perform any agreement, term or provision of this
Agreement to be kept,observed or performed by it,and such default shall continue for a period
of thirty(30)days after notice thereof by Manager to Owner;
c. If, through no fault of Manager, the licenses (exclusive of liquor license) required for the
operation of the Club are at any time suspended,terminated, or revoked, and such suspension,
termination, or revocation shall continue un-stayed and in effect for a period of thirty(30)
days consecutively.
7.2 Manager. With respect to Manager,it shall be an Event of Default hereunder if any of
the following occurs:
a. If Manager shall fail to keep, observe, or perform any material agreement, term or
provision hereof required to be kept, observed, or performed by it, and such failure shall
continue for as long as thirty(30) days after notice thereof shall have been given to Manager
by Owner;
b. If any officer or corporate-level employee of Manager, or Manager as a corporate entity,
shall commit any act of theft or dishonesty against Owner or against the Club.
7.3 Remedies of Manager. If any Event of Default by Owner shall occur Manager may(in
addition to any other remedy available to it in law or equity if such termination is on account of the
occurrence of an Event of Default)forthwith terminate this Agreement. In such event, Manager shall
be entitled to immediately receive payment of all accrued unpaid amounts due to Manager
pursuant to the terms hereof, with interest at ten percent (10%) per annum until paid, unless
prohibited or limited under applicable law, in which event such charge(s) shall not exceed the
amount collectible under such law, and neither party shall have any further obligations whatever
under this Agreement, except pursuant to the indemnity provisions herein.
7.4. Remedies of Owner. If any Event of Default by Manager shall occur and be
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continuing, Owner may, in addition to any other remedy available to it in law or equity on account
of such Event of Default,forthwith terminate this Agreement. In such event Manager shall be entitled
to receive payment of all unpaid amounts due to Manager pursuant to the terms hereof with
interest at ten percent (10%) per annum until paid, unless prohibited or limited under applicable
law, in which event such charge(s) shall not exceed the amount collectible under such law, and
neither party shall have any further obligation whatever under this Agreement, except pursuant to the
indemnity provisions herein.
7.5 Attorney's Fees. If either party hereto brings an action because of any Event of
Default hereunder, the non-prevailing party agrees to pay all costs and reasonable attorney's fees
incurred by the prevailing party in connection with such action.
7.6 Rights Cumulative;No Waiver. No right or remedy herein conferred upon or reserved
to either parties hereto is intended to be exclusive of any other right or remedy, and each and every
right and remedy shall be cumulative and in addition to any other right or remedy given hereunder,
or now or hereafter legally existing upon the occurrence of an Event of Default hereunder. The
failure of either party hereto to insist any time upon the strict observance or performance of any of
the provisions of this Agreement or to exercise any right or remedy as provided in this Agreement,
shall not impair any such right or remedy or be construed as a waiver or relinquishment thereof
with respect to subsequent defaults. Every right and remedy given by this Agreement to the parties
hereof may be exercised from time to time and as often as may be deemed expedient by the parties
hereto, as the case maybe.
SECTION 8
TERM AND TERMINATION
8.1 Term. The initial term of this agreement shall be from the Execution date through
September 30, 2018. The term may be extended for an additional two five year terms, at the option of
Owner,on the same terms and conditions as herein or as the parties may agree upon at the time.
8.2 Lease Option. On the third year of the Operations Management Agreement, Owner
may, at their sole discretion, choose to enter into a Lease Agreement with the Manager without a
RFP process and the Manager shall negotiate the terms with the Owner that is appropriate for the
both parties.
8.3 Event of Termination. It will be an Event of Termination hereunder:
a. If Owner sells its interest in the leasehold interest with respect to the Club, or if, as
a result of litigation, Owner loses its ownership rights with respect to the Club, loses
control over the Club, or is legally required or obligated to cease operating the
Club. Upon such an event of termination, Owner shall notify Manager in writing,at
least 60 days in advance if possible that an Event of Termination is pending.
8.4 Termination Without Cause
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b. Owner may terminate this Agreement without cause at any time, in Owner's sole and
absolute discretion, after first giving 90 days' written notice. There will be no penalty
for early termination.
c. Manager may terminate this Agreement without cause, in its sole and absolute
discretion,after first giving 90 days' written notice to Owner.
8.5 Notice and Payments to Manager.Upon Termination Manager will cooperate with
Owner to effect an orderly transition or an orderly closing of the Club.Manager will be entitled to
receive payments as follows:
d. Funding for all payroll expenses and any and all other operating expenses for which
Owner normally would be responsible under this agreement;
e. Reimbursement for payroll expenses and any and all other budgeted and
approved expenses for which Manager normally would be entitled to
reimbursement under this agreement;
f. Payment of any and all installments of the Monthly Management Fee and/or Monthly
Accounting Fee due and payable up to the date of termination;
g. Reimbursement of any travel, lodging or other expenses of which Manager had prior
approval from the City for which Manager normally would be entitled to
reimbursement under this agreement.
All such payments will be made by Owner on or before the date of termination.
SECTION 9
INDEMNIFICATION.
Section 9.1 Indemnification. Each party shall not be liable for any damage or injury to the other
party, or any other person, or to any property, occurring on or in The Club which results from the
negligent actions of the other party. Each party hereby, to the extent and limit permitted by State
law,but without obligation to provide insurance of any nature of the other party, shall hold
harmless and indemnify the other party from and against any and all liability, assertions, loss,
claims, damages, costs, attorney's fees,judgments and expenses of whatsoever kind or nature
which the other party may sustain, suffer or incur or be required to pay by reason of a loss resulting
from the negligent acts or omissions of the party. To the extent and limit permitted by State law, in
the event that any action, suit or proceeding is brought against a party upon any alleged liability
arising out of this Agreement asserted to have resulted from the negligence of the other party, the
party against whom the action, suit or proceeding is brought shall promptly provide notice in
writing thereof to the other party by registered or certified mail addressed to the party against
whom the action, suit or proceeding is brought at the address herein provided. Upon receiving such
notice, the party receiving notice, at its own expense, shall diligently defend the party against whom
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the action, suit or proceeding is brought against such assertions, actions, lawsuits, or proceedings
and take any and all appropriate actions to prevent the obtaining of a judgment against the party
against whom the action, suit or proceeding is brought and to otherwise protect the interests of the
party against whom the action, suit or proceeding is brought. Nothing in this Agreement or any
action relating to this Agreement shall be construed as a waiver of sovereign immunity beyond the
limits set forth in Section 768.28,Florida Statutes. Persons employed by the a party and the agents
of that party taking actions pursuant to this Agreement shall have no claim to pension, workers'
compensation, unemployment compensation, civil service or other employee rights or privileges
granted to the other party's officers and employees. Additionally, there are no third party
beneficiaries to this Agreement.
9.2 Survival of Indemnity Obligations. The provisions of this Section will survive any expiration or
termination of this Agreement.
SECTION 10
COMPENSATION OF MANAGER
10.1 Monthly Management and Accounting Fees. Manager shall be entitled to receive
a fixed monthly management fee of$5,000 per month. Fee payment structure shall be:
a) $2,500 will be paid on or before the 15th day of each month for which the fees are
payable.
b) the balance of$2,500 per each month shall be paid to the Manager in the event that
the Manager exceeds the Gross Revenue of the direct prior year by 5% the first full year of
operation and 3%the following years of the Lease Agreement. Such payments, if any, shall be
paid annually after such evaluation of the Gross Revenue comparison to the direct prior fiscal
year.
10.2 Incentive Management Fee. NA
10.3 Direct Payment of Fees. Owner expressly agrees that Manager will be entitled to cause
monthly installments of the Monthly Management Fee and the Monthly Accounting Fee to be paid
to Manager when due, directly from the Club Operating Accounts. Owner shall be responsible for
insuring that the Club operating Account contains sufficient funds for this purpose,just as the Owner
is responsible for insuring that sufficient funds are available for payroll and for all other approved
operating expenses.
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SECTION 11
ASSIGNMENT
11.1 Assignment. Except as otherwise provided herein, neither party hereto may assign,
either wholly or in part, any of its rights or obligations under this Agreement to any other natural
person or legal entity without the prior written consent of the other party hereto, provided,
however, that either party may assign, upon written notice to the other party but without
requiring the other party's consent, its rights and obligations hereunder to a subsidiary or affiliate
with substantially the same ownership and controlling authority.
SECTION 12
MISCELLANEOUS
12. 1 Liquor License. A liquor license shall be obtained and then maintained in good
standing by Manager in the name of the Club and Manager. Owner shall provide reasonable
cooperation and support to Manager in this regard. Manager shall obtain adequate insurance
concerning the serving of liquor and shall include the Owner as an Additional Named Insured
on such coverage. The expense of obtaining the liquor license shall be the responsibility of
Owner.
12.2 Validity o f Agreement. The parties warrant that the execution and
performance of this Agreement by such parties does not and will not conflict with or violate any
provision of their respective Sections of Incorporation, By-laws or operating agreements
binding such parties.
12.3 Severability. If any portion of this Agreement is held legally invalid or
unenforceable, the parties hereby covenant and agree that such portions are severable from all
other portions of this Agreement, and that such portions as shall remain shall constitute the
Agreement of the parties.
12.4 Binding Effect: Governing Law: Counterpart. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, their permitted transferees, successors and
permitted assigns. This Agreement shall be governed by and enforced and construed in
accordance with the laws of the State of Florida, Seminole County and it may be executed in any
number of counterparts, each of which shall be deemed an original without the production of the
other.
12.5 Partnership or Joint Venture. Owner and Manager are not partners or joint
venturers with each other and nothing in this Agreement shall be construed to make them such
partners or joint venturers or impose any liability of such on either of them. The parties hereto
hereby acknowledge that Manager and Owner have no power to bind or obligate the other
party except as set forth in this Agreement.
12.6 Notices. Any notice or request given hereunder or relating hereto must be in writing
and sent either by certified or registered mail (return receipt requested), by hand delivery or by
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overnight courier delivery as follows:
Owner:
Norton N. Bonaparte, Jr., City Manager
City of Sanford
P.O. Box 1788
Sanford, FL 32772
Manager:
Gene Garrote, President
Integrity Golf Company, LLC
16301 Phil Ritson Way
Winter Garden, FL. 34787
The above noted addresses may be changed by either party by mailing written notice of such
change to the other party at the last designated address of the other party as provided herein, with
such change to be effective upon receipt of said notice.
12.7 Attorney's Fees. If any party commences an action against the other party arising
out of or in connection with this Agreement, each party shall be responsible for its own attorney's
fees and costs of suit.
12.8 Headings. Headings, captions and paragraph headings contained in this
Agreement are for convenience and reference only and in no way define, describe, extend or limit
the scope or intent of this Agreement.
12.9 Complete Agreement. This Agreement shall constitute the entire agreement
between the parties hereto and supersedes all prior and contemporaneous agreements and
understandings of the parties and no variance or modification thereof shall be valid or
enforceable except by supplemental agreement in writing, executed and approved in the
same manner as this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.
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Owner:
ATTEST: City of Sanford TRIP4i Country Club
By:
Name: Norto •. : : - : ..r e Jr.
By: Title: City Manager
Name: Cynthia Porter Date: /a • /•
Manager:
ATTEST: IGC-Ma olf Club, LLC
By: By:
Name:A e ` c: ,7- Name:,11
Title:/Ja.r l■
Da/
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