HomeMy Public PortalAboutGreatLIFE Golf LLCMANAGEMENT AGREEMENT
GreatLIFE Golf LLC and Crestview Unlimited, Inc.
THIS MANAGEMENT AGREEMENT (the "Agreement") is made and entered into with an
effective date as of April 12 , 2023 by and between Crestview Unlimited, Inc. (hereafter referred
to as "Owner"), and GreatLlr'E Golf LLC, a Delaware Limited Liability Company (hereafter
referred to as "Manager").
VVITNESSETH:
WHEREAS, Owner owns the golf course known generally as Blackwater Golf Club located at
4927 Antioch Rd, Crestview, FL 32536 (the "Golf Course"). The Golf Course, practice areas, golf
shop areas and pool areas are hereinafter collectively referred to as the "Property".
WHEREAS, subject to the terms and provisions of this Agreement, Owner desires to appoint
Manager as management agent of the Property, and Manager wishes to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained,
intending to be legally bound, it is agreed as follows:
COVENANTS
1. Appointment of Manager. Subject to all the terms and conditions of this Agreement, and
for the term hereof, Owner hereby appoints and designates Manager as management agent for the
Property.
2. Management Duties. During the term of this Agreement and for the benefit of Owner,
Manager shall oversee all operations of the Property except for all food and beverage operations
at the Property which manager shall not manage or have any responsibility for. Manager, as the
management agent for the Property, shall be authorized to perform, , the following management
services:
a.) To establish green fees, membership fees, cart rental rates, outing fees, merchandise prices,
and all other fees and charges associated with the operation of the Property. To supervise the
receiving and collection of all revenues in connection with the use of the Property. All revenue
collected in connection with the operation of the Property shall be deposited into the Owner owned
"Operations Account" (as defined in Section 3(b) below).
b.) To Manage the Property in such fashion so as to promote the best interests of the Owner. To
supervise all necessary repairs and all alterations required to maintain the Property in a neat and
attractive condition, to supervise the purchase of all supplies necessary for the operation of the
Property, all in accordance with the terms of this Agreement.
c.) To enter into such contracts, service agreements, purchase agreements and subcontracts on
behalf of Owner, and at Owner's expense, for supplies, goods, merchandise, inventory, materials,
labor, equipment, utilities, and services in connection with the usual and ordinary operation,
maintenance and safety of the Property as Manager in the exercise of its reasonable discretion shall
deem appropriate; provided, however, that without the advance consent of the Owner's
Representative, no such contracts shall obligate Owner in excess of Twenty Thousand ($20,000)
Dollars unless such contracts are set forth and described in the approved Budget (defined below).
All amounts due pursuant to such contracts and agreements pertaining to the management of the
Property shall be paid from the Operations Account owned by Owner. Owner expressly agrees
that if Manager elects to pay any such costs and expenses incurred for the benefit of the Property
that Manager shall be entitled to prompt reimbursement by Owner.
d.) To supervise the payment from the revenue generated from the operation of the Property and
held in the Operations Account owned by Owner, all insurance, real estate tax payments and all
other assessments levied against the Property or equipment of the Property when due.
e.) To develop marketing, advertising and membership programs for the Property.
f.) To hire, employ, train, supervise and discharge all on -site employees of the Property (excluding
any and all food and beverage employees), all on Owner's behalf and at Owner's sole expense, to
assist Manager in the management and operation of the Property. Manager shall select the number,
functions, qualifications and compensation of all such on -site employees. All such on -site
employees shall be employed "at will" and shall be employees of Manager or of a subsidiary entity
of Manager. Owner shall pay to Manager as an operating expense of the Property, all wages,
benefits, worker's compensation insurance costs, payroll taxes and human resource management
system fees of the on -site employees Manager employs, either directly or through a subsidiary
entity of Manager, to operate or manage the Property (the "Employee Expense Payment"). This
payment to Manager shall be in addition to Manager's management fees set forth in Section 5 of
this Agreement. Manager agrees to provide Owner with a monthly payroll invoice for the
estimated Employee Expense Payment for the on -site employees for the upcoming month, based
upon the Approved Budget, at least three (3) days prior to the first (1st) day of the upcoming
calendar month (the "Payroll Invoice"). Owner grants Manager authority to withdraw sufficient
funds from the Operations Account upon submission of the Payroll Invoice, to obtain payment
from Owner for the Payroll Invoice. If Manager does not withdraw funds from the Operations
Account for payment of the Payroll Invoice by first of the day of the calendar month in which the
Payroll Invoice applies to, Owner further agrees Manager shall have authority to withdraw
sufficient funds from the Operations Account as payment for the Payroll Invoice at any time
thereafter. Manager and Owner agree that any variance in an actual Employee Expense Payment
owed to Manager for a calendar month and the Payroll Invoice previously invoiced by Manager,
will be reflected as a credit on a future Payroll Invoice (if the actual Employee Expense Payment
was lower than the Payroll Invoice for that month) or as an additional amount owed (if the actual
Employee Expense Payment was higher than the original Payroll Invoice amount for that calendar
month). Owner's failure to make available sufficient funds to Manager in the Operations Account
to cover a Payroll Invoice by the second (2nd) day of the calendar month in which the Payroll
Invoice covers shall be a material breach of this Agreement, allowing Manager to immediately
terminate this Agreement. Manager shall be responsible for the filing and paying of all federal,
state, and local payroll taxes and other required withholdings, all at Owner's expense. Manager
shall be responsible for supervising and monitoring all services performed by the on -site
employees, and for complying with applicable laws relating to employment, including without
limitation laws affecting employment practices, workplace conditions, wages and hours,
withholding, discrimination, and insurance (including workers' compensation), provided however,
Manager shall not be responsible for any employment actions made by Owner without Manager's
express approval.
g.) Notwithstanding anything to the contrary herein contained, all obligations of Manager
hereunder are expressly subject to and conditioned upon the availability of funds within the
Operations Account owned by Owner, and/or the Owner making available to Manager sufficient
funds, to enable Manager to complete and pay such obligations. The Manager shall use its best
efforts to obtain any products or services necessary to the performance of its duties hereunder at
reasonable and customary prices, taking into account the quality, utility and necessity of each
product or service.
h.) Manager and the Owner shall have quarterly status meetings to discuss matters relating to the
Property's operation, including but not limited to financials, operations, improvements and
marketing with Manager producing at a minimum a Balance Sheet and Operating Statement as
well as any of other financial documents agreed to by Owner and Manager.
i.) In the performance of Manager's duties in accordance with this Agreement, Manager is acting
as a managing agent of the Property for Owner. All debts and liabilities to third parties incurred
by Manager in the course of the operation and management of the Property shall be the debts and
liabilities of Owner only, so long as the debts and liabilities are incurred by Manager acting in
good faith and pursuant to a budget approved by Owner which includes the expenses giving rise
to the debts and liabilities, or if such debt and liabilities are incurred by Manager after receiving
Owner's written consent or otherwise incurred in conformance with the terms and conditions of
this Agreement, and Manager shall not be liable for any such obligations by reason of their
management, supervision, direction and operation of the Property for Owner. Manager may
inform third parties with whom they interact with on behalf of Owner of Manager's limited liability
in accordance with this Agreement and may take any other reasonable steps to carry out the intent
of this section.
3. Equipment and other Personal Property. Owner owns equipment and personal
property at the Property for use at the Property. Manager does not assume any ownership
interest in the personal property by entering into this Agreement and agrees to account for
all the property in the event this Agreement is terminated. All purchases of any acquired
personal property will be that of the Owner and paid for by the Owner.
4. Buckets and Operations Account.
(a) During the term of this Agreement, Manager shall (i) prepare all operating
budgets for the Property, and (ii) manage of the day to -day affairs of the Property. Manager shall
prepare and submit annual operating budget, cash flow projection and capital budget (the
"Budget") to Owner for its review, by June 1 of each calendar year. Owner shall provide input to
Manager on the Budget and the parties shall work collaboratively to approve the upcoming
calendar year Budget by July 1 (the "Approved Budget"). If the parties fail to negotiate an
Approved Budget for the upcoming year by July 1, the Approved Budget shall be unchanged from
the prior calendar year until such time as Owner approves a new Budget. Owner agrees that the
Budgets are intended to be reasonable estimates; as such, Owner acknowledges that Manager has
not made any guarantee, warranty or representation of any nature concerning the Budgets, gross
receipts or operating expenses except that Manager shall use industry best -practices in preparing
each budget.
(b) All revenues collected by Manager and Owner (including Owner's
members, managers, employees, agents or representatives) in connection with the operation of the
Property (excluding food and beverage) shall be deposited in a separate account (the "Operations
Account") owned by Owner and maintained with a bank acceptable to Owner. The parties agree
that agents of Manager shall be granted authority to draw checks from the Operations Account for
all or part of any funds now or subsequently deposited and standing to Owner's credit in the
Operations Account and shall likewise be authorized to endorse all checks that require the
endorsement of Owner for deposit into such Operating Account. Owner (and Owner's
Representative) shall not make any withdrawals from the Operations Account without first
providing prior notice of any such withdrawal to Manager. Manager may withdraw from the
Operations Account all disbursements that, under this Agreement, are to be made by Manager at
the expense of Owner, including the Base Fee of Manager as provided in Section 5(a) and the
Employee Expense Payment set forth in section 2(f). Manager will supply at Owner's request a
complete copy of all disbursements, check withdrawals, cash analysis report, and payments made
from the operations account. Any interest earned on funds deposited in the Operations Account
shall be the property of Owner. Bank statements including copies of the cancelled checks for the
Operations Account shall be subject to Owner's inspection at any time and for any reason. Owner
acknowledges and agrees that all gross receipts and operating expenses of the Property shall be
collected, received, handled and expended by Manager and Owner (and Owner's Representative)
in accordance with the terms of this Agreement. Failure of Owner to provide the Operations
Account with sufficient funds to pay for the operating expenses of the Property, Manager's
Management fees and the Employee Expense Payment shall be a breach of this Agreement.
(c) All funds of the Owner generated from the Property shall be deposited into
the Operations Account. If a shortfall in the Operations Account is reasonably anticipated by the
Manager, it shall promptly notify the Owner's Representative and work with Owner and its
management to ameliorate such shortfall or to prioritize payments by due date, necessity,
consequences of a particular delayed payment and any other factors deemed relevant by Owner
and Manager.
(d) The parties expressly agree that under no circumstances shall Manager be
required to make any payment (or be liable for the failure to do so), even if such payment is
contemplated by the Budget or directed by the Owner, to the extent that the balance of the
Operations Account is insufficient to cover such payment. In the event the Manager shall
nevertheless make any such payment the Owner shall promptly reimburse the Manager for the
amount of such insufficiency.
(e) Major Pronosals. From time to time, Manager shall submit to Owner or
Owner's representative(s) for approval, proposals for major improvements, including, but not
limited to, capital improvements. Manager shall secure Owner's prior written approval of all such
Major Proposals. Major Proposals shall be those in which the anticipated cost is in excess of
$20,000. Manager shall, to the best of its ability, operate the Property in accordance with these
procedures.
5. Management Fees.
Management Fee- As compensation for the services rendered by Manager under this
Agreement, Owner agrees to pay Manager a Fixed Management Fee ("Management Fee") for
each month this Agreement is in effect as described below. For purposes of this Agreement,
"Gross Revenue" shall mean all receipts of any kind from operation of the Property except
revenue from the sale of food and beverage, including, but not limited to, membership fees, green
fees, cart rentals, range fees, and merchandise, rebates, rentals, and interest income. Revenues
shall not include fees collected for golf, pickle ball, or other recreation private lessons to the extent
such fees are paid out to the professional providing such lessons. Owner and Manager shall have
the right to conduct lessons, schools and other activities at the Property and any fees paid for such
lessons, schools, or other activities for Owner or Manager shall be included as "Gross Revenues".
The Management Fee for its services to Owner shall be based on a percentage of the Gross
Revenue of Owner generated at the Property. The Management Fee shall be equal to 4% of total
Gross Revenue of the Property. For any partial month, the Management Fee shall be prorated.
The Management Fee shall be calculated monthly based on the Property's financial package. The
Management Fee shall be paid monthly by Owner to Manager and shall be due monthly within
five calendar days of the Property's financial package being distributed to Owner. Manager shall
be permitted to withdraw funds from the Operations Account to timely pay the Management Fee
on a monthly basis.
Net Income Incentive Payment- In addition to the Management Fee set forth above, Owner
shall pay to Manager a Net Income Incentive Payment as follows. At the conclusion of each fiscal
year for the Property, Manager shall be entitled to a 50% share of any Positive Cash Flow generated
from the Property for that fiscal year (the "Net Income Incentive Payment"). Positive Cash Flow
is defined as a positive cash balance generated from operations at the Property (except food and
beverage), calculated by taking the fiscal year Net Income for the Property (as reflected in the
Property's financial package) and subtracting all equipment and golf cart operating lease and
capital lease payments made for equipment and carts located at the Property during that fiscal year.
If Net Income is negative for the Property, or if the cash flow of the Property is negative after
deducting all of the Property's equipment and golf cart lease payments from the Net Income,
Manager shall not be entitled to any Net Income Incentive Payment. If earned, Owner shall be
required to pay Manager the Net Income Incentive Payment by the first day of the second month
following the end of the fiscal year.
6. Travel Expense.
Owner understands that certain travel expenses (coach air fare), including mileage and
reasonable accommodations, will be incurred by select employees of Manager, in connection with
the performance of management duties hereunder. These expenses will be tracked by Manager in
expense sheets and all receipts will be submitted to Owner for any incurred travel expenses.
Whenever possible, Manager will seek approval from Owner before travel so that owner is aware
of all travel expenses prior to them occurring. If the Owner feels travel expenses are excessive it
has the right to request that travel cease by Manager.
7. Insurance.
(a.) Insurance required by Manager during the term of this contract and for a period of
at least one year upon the expiration or cancellation of the management contract:
i. Professional Management Liability with minimum limits of $ 1,000,000. per
claim.
ii. Workers Compensation Insurance with statutory limits, and employer's
liability with limits of at least $500,000. each accident for bodily injury by accident;
$500,000. policy limit bodily injury by disease; and $500,000. each employee limit
for bodily injury by disease. Owner expressly agrees the Workers Compensation
Insurance premiums associated with the on -site employees are included within the
Employee Expense Payment set forth in Section 2(f) and shall be operating expense
of the Property and shall be reimbursed by Owner.
(b.) The insurance required by Owner and in force during the term of this Agreement with
all costs and premiums being an operating expense of the Property and an obligation of the
Owner are as set forth below. Owner and Manager expressly agree that Manager may take
efforts to procure the insurance set forth in this Section 7(b) by including any or all of the
insurance coverages required by Owner in this Section 7(b) within Manager's insurance
program. If Manager elects, in its sole discretion, to include any of the insurance coverages
required by Owner in this section 7(b) within Manager's insurance program, Owner
expressly agrees to reimburse Manager for all insurance premiums and expenses that arise
from including any insurance coverages required in this section 7(b) within Manager's
insurance program. Manager shall inform Owner if Manager includes any of the insurance
required of Owner in Section 7(b) within Manager's insurance program.
i. Commercial General Liability Insurance with limits of at least $1,000,000.
for each occurrence; $1,000,000. any one person or organization for personal
and advertising injury; General Aggregate other than products/completed
operations $2,000,000., and $2,000,000. products and completed operations
Aggregate Limit.
ii. Commercial Auto Coverage, if applicable, with a limit of at least $1,000,000.
for any autos owned, leased or rented to OWNER during the term of this
contract.
iii. Property Insurance with value as determined by Owner on the buildings,
equipment and contents as determined by Owner.
iv. Liquor Liability Insurance with limits of at least $1,000,000 per claim and
$1,000,000 aggregate.
v. Umbrella Liability Insurance with limits of at least $5,000,000 per claim and
a $5,000,000 aggregate.
vi. Crime coverage shall be provided for employee dishonesty on a blanket basis
with limits of at least $100,000.
vii. Manager shall be named as additional insured on General Liability, Liquor
Liability, Auto, Crime and Umbrella insurance policies required by Owner
in this Section 7(b). If Manager elects to include any insurance coverages
required by Owner in this Section 7(b) within Manager's insurance program,
Manager shall be the first named insured and Owner shall be listed as an
additional insured. All policies required by Section 7(b) shall be primary
and non-contributory.
viii. All of the policies required by this Agreement shall include a waiver of
subrogation in favor of the Manager.
ix. Owner shall provide a certificate of insurance/evidence of property
insurance to the Manager containing details on all of the above coverage
prior to commencement of the Term.
(c.) All such insurance policies as required by all parties shall
i. Be subject to the reasonable approval of Owner and Manager;
ii. Be in form and substance reasonably satisfactory to Manager;
iii. Be issued by insurance companies reasonably satisfactory to Owner and
Manager, and
(d.) The insurance policies required in section 7, paragraph (a) shall be the full cost and
expense of Manager, provided however, that all worker's compensation insurance costs
associated with the on -site employees shall be reimbursed to Manager by Owner in the
Employee Expense Payment pursuant to section 2f of this Agreement.
(e.) The insurance policies required in section 7, paragraph (b) shall be the full cost and
expense of Owner. The Manager shall be empowered to pay this expense from the
Operations Account. If Manager adds any of the insurance coverages required by Owner
in 7(b) to Manager's insurance program, Owner shall pay Manager any premiums paid by
Manager to include the Property within Manager's insurance program.
(f.) Owner agrees to waive all rights of subrogation against Manager, Manager's members,
managers, employees, agents and representatives for all claims to the extent that such
damages are covered by Owner's insurance or would have been covered but for the
application of a deductible.
7. Mortcaae and Taxes.
(a) Manager shall prepare all required returns or other documentation and supervise
payment from the Operations Account all property taxes, water and sewer charges,
and other assessments levied against the Property and against any equipment or
other property contained therein. If any such taxes, charges, or other assessments
are payable in installments, Manager shall supervise payment of such installments
as they become due.
8. Responsibility of Owner to Provide information and Perform Other Acts.
(a) Notwithstanding anything to the contrary contained in this Agreement, the
Owner shall direct all receipts associated with the Property to the Operations
Account so as to maintain the balance of the Operations Account in an amount
sufficient to cover the monthly expenses of the Property (including, without
limitation, the Management Fees and Employee Expense Payment obligations for
the on -site employees) and any other expenses incurred in operating and
maintaining the Property as set forth in this Agreement. The amount deposited in
the Operations Account may increase or decrease from time to time, as receipts and
expenses vary. If the balance in the Operations Account is insufficient to cover the
Property's operating expenses, such payments shall be delayed as necessary;
provided, however, that for Management Fees due and expenditures which are
approved by Owner, Owner shall pay directly or promptly reimburse Manager for
such fees and expenses and failure to do so within 10 days after written notice from
Manager shall be a breach of this Agreement
9. Indemnification.
(a) Owner agrees to indemnify, hold harmless and defend Manager and Manager's
members, managers, employees, subsidiaries, affiliates, agents and representatives from
any and all damage, liability or loss they may suffer as a result of claims, costs, demands
or judgments against them from third party claimants (including, without limitation,
reasonable attorney's fees and court costs) arising from the performance of Owner's duties,
obligations and powers in accordance with this Agreement, or arising from Owner's
(including employees, members, managers, agents or representatives of Owner) negligent
actions or willful misconduct, or the Owner's material breach of any term or condition of
this Agreement.
(b) Manager agrees to indemnify, hold harmless and defend Owner and Owner's
members, managers, employees, agents and representatives from any and all damage,
liability or loss they may suffer as a result of claims, costs, demands or judgments against
them from third party claimants (including, without limitation, reasonable attorney's fees
and court costs) arising directly from Manager's gross negligence or willful misconduct.
Notwithstanding anything contrary in this Agreement, Manager shall not be liable for
indemnification pursuant to this Section 9(b) for liabilities resulting from the gross
negligence or willful misconduct of Owner or its employees, members, managers, agents
or representatives. Notwithstanding anything contrary in this Agreement, Manager shall
not be liable for indemnification pursuant to this Section 9(b) for liabilities covered by
insurance required to maintained by Owner pursuant to Section 7 of this Agreement.
10. Food and Beveraee. Owner and Manager expressly agree that Manager shall not manage
the Property's food and beverage operations and any revenue, expenses or profits therefrom
shall be excluded from operating revenue of the facility for all purposes, including the
calculation of management fees, net income incentive payments, and the like.
11. Effective Dates and Cancellation.
(a) This Agreement shall be effective as of April ► — 2023 and, unless sooner
canceled in accordance with the express provisions of this Section 11, shall
continue in full force and in effect until December 31, 2023_ Thereafter, this
Agreement shall be automatically extended for successive one-year periods, subject
to the terms and conditions contained herein, unless either party delivers to the
other, at least 30 days prior to the scheduled termination date of this Agreement,
written notice of its election not to renew this Agreement.
(b) This Agreement may be terminated by Manager prior to the expiration of this
Agreement set forth in provision 11(a) if, after written notice, the Owner fails to
cure within ten (10) days the occurrence of any of the following: (i) Owner is
insolvent or fails generally to pay its debts as they become due; (ii) a proceeding
under bankruptcy, reorganization, arrangement of debt or receivership law is filed
against Owner which proceeding is not dismissed within thirty (30) days of the date
of its filing; (iii) a material violation of any term of this Agreement by Owner
including the failure of the Owner to provide the Owner owned Operation Account
with sufficient funds to meet the operating needs of the property or pay Manager
its Management Fee.; (iv) Owner's commission of fraud, theft or the
misappropriation of property perpetrated on Manager; (v) material interference by
Owner in the Manager's performance of its duties under this Agreement; provided
the Owner's, or the Owner's Representative's exercise any right granted to such
party by this Agreement shall not constitute material interference; and (vi) the
commission by Owner or any of its owners, managers, members or employees of
any willful or intentional act which could reasonably be expected to materially
injure the reputation, business or business relationships of Manager (other than with
Owner). Notwithstanding anything to the contrary in this Agreement, if the
Operations Account does not have sufficient funds to pay Manager the Payroll
Invoice for a calendar month by the Second (2nd) day of that calendar month,
Manager may immediately terminate this Agreement.
(c) Notwithstanding anything to the contrary herein, this Agreement may be sooner
terminated by Owner if, after written notice, the Manager fails to cure within five
(10) days the occurrence of any of the following: (i) Manager is insolvent or fails
generally to pay its debts as they become due; (ii) a proceeding under bankruptcy,
reorganization or receivership is filed by or against Manager, which proceeding (in
the case of an involuntary proceeding) has not been dismissed within 30 days; (iii)
a material violation of any term of this Agreement by Manager; (iv) Commission
of a fraud, theft or misappropriation of property by Manager.
(d) Owner may terminate this Agreement at any time without cause by providing
Manager with ninety (90) days written notice of its intent to terminate early. Owner
shall notify Manager in its written notice of early termination whether Owner shall
require Manager to continue to manage the Property during the early termination
notice period. Owner shall be required to pay Manager its base Management Fee
during the ninety (90) day notice period if it exercises its right of early termination
provided in this provision 11(d) regardless of whether it requires Manager to
manage the Property during the notice period. In addition, Owner shall be
responsible for paying Manager a Net Income Incentive Payment calculated on a
pro rata basis for the fiscal year in which the early termination occurs.
(e) Manager may terminate this Agreement at any time without cause by providing
Owner with ninety (90) days written notice of its intent to terminate early. Manager
shall continue to manage the Property during the ninety (90) notice period unless
Owner elects to not have Manager manage the Property any further by providing
Manager written notice of its election to not have Manager manage the property
during the ninety (90) day notice period following Manager's notice of early
termination. Owner shall be required to pay Manager its base Management Fee
during the ninety (90) day notice period if Manager exercises its right of early
termination provided in this provision 11(e) regardless of whether it requires
Manager to manage the Property during the notice period.
12. Governing Law. This Agreement shall be governed by the laws of the Florida without
regard to its conflicts of law principles.
13. General Provisions.
(a) This Agreement represents the entire agreement between the parties and supersedes
all prior oral and written proposals, communications and agreements. This
Agreement may be modified only by a written instrument signed by the both Owner
and Manager.
(b) This Agreement may be executed in more than one counterpart, each such
counterpart shall be deemed an original, and all such counterparts shall constitute
one and the same agreement. Manager and Owner may consummate the Agreement
contemplated herein upon the exchange of signed counterparts via electronic
delivery whether by email or facsimile.
(c)
The relationship between Owner and Manager shall be and at all times remain that
of owner and independent contractor, respectively. Neither Owner nor Manager
shall be construed or held to be a partner, limited partner, associate or agent of the
other.
(d) Severability. Should one or more of the provisions of this Agreement be
determined to be illegal or unenforceable, the other provisions nonetheless shall
remain in full force and effect. The illegal or unenforceable provision or provisions
shall be deemed amended to conform to applicable laws so as to be valid and
enforceable provided such an amendment would not materially alter the intention
of the parties.
14. Notice. Any notice required under the terms of this Agreement shall be valid in writing
and delivered by hand, one day after deposit with an overnight mail courier, or three days
after deposit with the U.S. Mail, certified, return receipt requested.
15. Representations and Warranties of Owner. To induce Manager to enter into this
Agreement, Owner makes the following representations and warranties to Manager:
a. Each of the Recitals set forth in this Agreement is true and correct.
b. Owner is a duly organized and validly existing company in good standing under the
laws of the State of Florida.
c. Owner has power and authority and all legal rights to enter into and perform this
Agreement. The officers of Owner executing this Agreement are duly and properly in
office and fully authorized to execute this Agreement. This Agreement, when duly
executed, ratified and delivered by the parties hereto, shall create a valid and binding
obligation on the part of Owner
16. Representations and Warranties of Manager. To induce Owner to enter into this
Agreement, Manager makes the following representations and warranties to Owner:
(a) Each of the Recitals set forth in this Agreement is true and correct.
(b) GreatLIFE Golf LLC is a duly organized and validly existing company in
good standing under the laws of the State of Delaware.
(c) Manager has power and authority and all legal rights to enter into and
perform this Agreement. The officer executing this Agreement on behalf of
Manager are duly and properly in office and fully authorized to execute this
Agreement. This Agreement, when duly executed, ratified and delivered by the
parties hereto, shall create a valid and binding obligation on the part of Manager,
enforceable against Manager in accordance with its terms.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in multiple
counterpart copies as of the date first above written.
OWNER MANAGER
GreatLIFE Golf, LLC