Item VI (A) Effluent Disposal Site / Golf Course Lease Agreement - Mr Ken Ezell AGENDA 12-15-92
"CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" Item VI A
Ocoee
CITY OF OCOEERUSTY OH JOHNSON
w. t ' a 150 N.LAKESHORE DRIVE PAUL W.FOSTER
v O OCOEE,FLORIDA 34761 VERN COMBS
V#4, 1 ) (407)656-2322 SAM WOODSON
�f G OOH CITY MANAGER
ELLIS SHAPIRO
MEMORANDUM
TO: The Honorable Mayor and Board of City Commissioners
FROM: Montye Beamer, Director of Administrative Services
DATE: December 11, 1992
RE: EFFLUENT DISPOSAL SITE/GOLF COURSE GROUND LEASE AGREEMENT
In the Ground Lease Agreement between the City of Ocoee and the
Riverbend Golf Group, Inc . dated December 3 , 1991 , Article 2 . 1 . 1
provides :
"If within one ( 1 ) year from the Commencement Date,
Lessee acting with due diligence is unable to obtain suitable
financing or the development approvals and permits necessary
to construct and operate the Construction Phase Improvements
(or with respect to any Master Effluent Treatment and Disposal
Permits, such permits have not been obtained by Lessor) , or if
they may be obtained only upon terms and conditions which in
the reasonable judgment of Lessee or Lessor render the
development and operation of the Facilities economically
unfeasible. . . this Lease may be terminated by either party
hereto by written notice to the other within thirty ( 30 ) days
after the expiration of such one (1 ) year period whereupon all
obligations of the parties to each other shall end except as
otherwise provided herein. "
On December 2 , 1992 the one ( 1 ) year period for Riverbend Golf
Group to obtain suitable financing and development approvals and
permits ended. To date neither financing nor a Fish and Game
Permit have been secured. According to the terms of the Lease,
either party may terminate by written notice no later than
January 1 , 1993 . Should such termination occur, the Master Plan,
Operating Plan and all plans and specifications and related
materials become the property of the City without payment to
Riverbend or any third party.
Since this is the last scheduled Commission meeting before January
1 , 1993, the following must be decided:
( 1 ) To terminate the Ground Lease Agreement with Riverbend Golf
Group, Inc . ,
OR
(2 ) To amend Article 2 . 1 . 1 of the Ground Lease Agreement as shown
in the attachment and provide an extension. Should the
Commission elect to extend this agreement, staff would
recommend March 1 , 1993 as the new termination date.
Ken Ezell , as a representative of Riverbend Golf Group, has
provided the City with a letter of intent concerning the financing
as well as an update on the permitting for the Gopher Tortoises
taking. He will be present at the December 15 , 1992, meeting to
discuss these issues .
Ken Hooper from Professional Engineering Consultants will also be
present to update the Commission on the status of the effluent
disposal site permitting.
Action Requested
The Honorable Mayor and Board of City Commissioners extend the
Ground Lease Agreement with Riverbend Golf Group, Inc . until
March 1 , 1993 and authorize the Mayor and City Clerk to execute.
MEB: fdg
FIRST AMENDMENT TO
GROUND LEASE AGREEMENT
THIS FIRST AMENDMENT TO GROUND LEASE AGREEMENT is entered into
and to become effective this day of December, 1992, by and
between the CITY OF OCOEE, a Florida municipal corporation
("Lessor") , and RIVERBEND GOLF GROUP, INC. , a Florida business
corporation ("Lessee") .
WITNESSET H:
WHEREAS, Lessor and Lessee are parties to a Ground Lease
Agreement, dated December 3 , 1991 (the "Lease") ; and
WHEREAS, under the terms of Article 2 . 1. 1 of the Lease, either
party may terminate the Lease by written notice to the other in the
event Lessee is unable to comply with certain specified conditions
within one (1) year from the Commencement Date of the Lease; and
WHEREAS, the parties have agreed to provide Lessee with
additional time in which to comply with such conditions as
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual promises and agreements set forth herein and in the Lease,
the parties do hereby agree to amend the Lease as follows:
1. In Article 2 . 1. 1 of the Lease, the fifth (5th) full
sentence on page 6 is amended to provide as follows:
If by , 1993 , Lessee acting with
due diligence is unable to obtain suitable
financing or the development approvals and
permits necessary to construct and operate the
Construction Phase Improvements (or with
respect to any Master Effluent Treatment and
Disposal Permits, such permits have not been
obtained by Lessor) , or if they may be
obtained only upon terms and conditions which
in the reasonable judgment of Lessee or Lessor
render the development and operation of the
Facilities economically unfeasible, or if
Lessor is unable to obtain fee title to the
Railroad Right-of-Way on terms which are
acceptable to Lessor in its reasonable
judgment, this Lease may be terminated by
either party hereto by written notice to the
other no later than , 1993 ,
whereupon all obligations of the parties to
each other shall end except as otherwise
provided herein.
2 . The first sentence of Article 2 . 1. 1 and the first
sentence of Article 2 . 1. 3 of the Lease are amended to provide that
the "Predevelopment Phase" of the term of the Lease shall end and
the "Construction Phase" of the Lease shall commence at such time
as the necessary financing and all governmental permits and
approvals required to construct and operate the Construction Phase
Improvements have been obtained, or on , 1993 ,
whichever first occurs, unless the term of this Lease has been
previously terminated in accordance with the terms of Section 2 . 1. 1
hereof.
3 . Except as provided herein, the Lease shall continue in
full force and effect in accordance with its terms.
2
IN WITNESS WHEREOF, Lessor and Lessee have caused this
Amendment to be executed by their duly authorized representatives
and their seals to be hereunto affixed the day and year indicated
below.
WITNESSES: LESSEE:
RIVERBEND GOLF GROUP, INC. , a
Florida business corporation
By:
Title:
Attest:
Executed on:
(CORPORATE SEAL)
WITNESSES: LESSOR:
THE CITY OF OCOEE, a Florida
municipal corporation
By:
Attest:
Executed on:
(SEAL)
For use and reliance only
by the City of Ocoee, Florida
Approved as to form and legality
this day of December, 1992 .
FOLEY & LARDNER APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD ON
, 1992 UNDER
AGENDA ITEM NO.
By:
City Attorney
3
JOINDER BY CLIFTON
LLOYD CLIFTON AND ASSOCIATES, INC. , a Florida business
corporation, hereby joins in this Lease solely for the purpose of
agreeing to be bound by the provisions of Section 2 . 1. 2 hereof.
WITNESSES: LLOYD CLIFTON AND ASSOCIATES, INC.
By:
Name:
Title:
Executed on
C:\WP51\DOCS\OCOEE'R1VEGROU.LSE 112/4/92:18E0131 MCE:vc
4
DEC - 10 - 92 THU 1E. : S3 CLIFTON , EZELL S CLIFTON P _ 02
The
CLIFTON, EZELL & CLIFTON
Golf Design Group
505 DELTONA BOULEVARD•SUITE 201A•DELTONA,FLORIDA 32725
OFFICE: (407) 860.1223 • FAX: (407) 860-4322
Notice to Lessor:
City of Ocoee
150 North Lakeshore Drive
Ocoee, FL 34761
Attention: Ellis Shapiro, City Manager
Please be advised that the Riverbend Golf Group, Inc.
has entered into an agreement with ULP Associates to act as
the 'Financial Partner' in securing the necessary funds for
the development of the Ocoee Golf Course as submitted and
approved by the City.
Clifton, Ezell, and Clifton will continue to be the
"Contractor Partner" responsible for securing the remaining
permits, design and development phases and operations of the
{
facility.
As projected, the total financing for the project is
anticipated to be $3. 5 million dollars to complete the
construction phase improvements and supply adequate working
capital. UPL Associates has begun working through their
sources in securing the Senior Debt Financing for this
project. As we have previously explained during Council
updates on the project , this has been the major obstacle for
our group. We have entered into this agreement with ULP
Associates due to their strength in arranging private
placement investors and the "relationship" banking strengths
of the partners .
Based on our most recent conversations with the
principals of ULP Associates, they are preparing for late
December meetings with their bank sources and anticipate
concluding all financial arrangements by mid to late
February. They conclude that development work could
accordingly commence shortly thereafter. The Private
Placement Memorandum is being processed for the Limited
Partnership Interests. Our group, Clifton, Ezell and Clifton
will be a significant equity source in the limited
partnership as well as having 51% voting control of the
decisions in the limited partnership.
Clif on �
LLOYD CLIFTON&ASSOCIATES, INC.
DEC - 10 - 92 T H U 1 5 : 4 CLIFTON , E Z E L L S. CLIFTON F _ Ii3
. ;i City of Ocoee
Page 2
Based on the Time Pranojections of documentatian�Cweing a pro,�ectnthe;
other investors, and to
construction process to begin the first of March. This
period will still allow us the opportunity to open the golf
course in late fall following
waulderated bring thesstartconstructionand
of
grow-in schedule. This u
golf irrigation on-line the end of July. The City' s
requirement for plant completion and distribution is November
1993.
These schedules are predicated on securing the Gopher
Tortoise Taking Permit. This permit application has been
delayed based on the review of the hydrologic profile model
and determination of lake elevations. In addition, the
ruling by the courts taking away reservation rights for
easements has caused the beltway portion of the property to
be included in the overall acreage, therefore, causing the
mitigated conservation area to expand from 31.9 acres to 34.9
acres. A copy of this new proposed conservation easement
will be provided at the Commission meeting December 15, 1992.
Modifications to the D.E.R. Stormwater permit is also
required based on these new models and the removal of the
easement reservation. This permit modification should not
effect the schedule construction start date.
The final plans for the Clubhouse, Maintenance and
Entrance have been submitted and approved by the City and
applicable Orange County agencies. These approved plans are
a requirement for the Final D.E.R. Stormwater permit. The
City has submitted to the State the concurrency requirements
fox this project along with our application fee .
Attached, please find a brief biography on ULP
Associates, the Principals, and their advisory personnel.
The directors of the company, A. Wayne Rich, Ed Meyer and
Dick Harkins will be at the meeting with us this coming
Tuesday to answer any questions regarding the project
timetable and the Ownership of the Riverbend Golf Group, Inc .
Respectfully submitted:
Ke neth C. ii ---____—
e
Managing Partner
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♦ MERCHANT BANKING
♦ INVESTMENT BANKING
♦ BUSINESS ACQUISITIONS
♦ PROPERTY ACQUISITIONS
♦ JOINT VENTURES
♦ MORTGAGE BROKERAGE
This material is not an offering. No offering is made except by a prospectus. If this literature is utilized in connection
with an offering it may not be distributed to prospective investors during such offering period,unless accompanied or
preceded by a currently effective prospectus or offering document. Any such offer is made only by the prospectus or
offering document and only to persons meeting certain financial requirements who reside in states in which the offering
is authorized. Any offering includes various risk factors,conflicts of interest and compensation to management.These
are explained in the prospectus or offering document and should be reviewed carefully if any offer is being made.
ASSOC I ATE...,
• MERCI-ANT BANKING • INVESTMENT BANKING • BUSINESS ACQUISTIONS • PROPERTY ACQUISTIONS • JOINT VENTURES • MORTGAGE BROKERAGE • INVESTMENTS
BOARd of DIRECTORS AdvisoRy COMMiTEE
RichARd C. HARkINS THOMAS AMEN
EdwARd MEyER MARk R. BoyER Philip TATick,
A. WAyNE Rick C. A. IOIiNSON ANTIiONy J. Lick
A Message from the Board of Directors:
Looking back over the years, we observe one investment characteristic that distinctly separates
successful investors from all others: Timing. Certainly there are countless other traits that come
into play when making investment decisions, but nothing can replace good Timing.
It happens at this point in every cycle, "The fortunes of tomorrow are founded on the planning
and investment decisions made today."
We believe that those who made good and timely investment decisions today will realize extraor-
dinary returns over the next decade.
The new era of a cycle features sound fundamental investing opportunities. It is where the
investment professional makes the decisions that result in future wealth building.
Together, we have a unique opportunity to realize extraordinary profits through "smart invest-
ing" during this rapidly emerging new era of investment opportunity.
Today, acquisition and expansion capital is scarse. Accordingly, those with capital have some
unique opportunities. Buying at a point in the cycle where capital is scarse has always been
smart business. That's why ULP Associates is looking for acquisitions today. Later, when the
capital markets are more liquid and investors are on a buying spree, we'll sell. It's a simple
strategy: Buy when capital is scarse...Own and operate...Sell when capital is abundant.
Bringing capital and human expertise to investment opportunities is our business. We have an
enormous amount of business and capital markets experience to offer our shareholders and
investors.
It will be our job to select excellent investment opportunities that will make money for our
company and investors. We accomplish this by applying our management expertise to select
•
acquisition opportunities and obtaining capital to finance our acquisitions.
It is unlikely that today's business acquisition and financing opportunities will be matched in our
lifetime. We sincerely hope that you will join with us by becoming a stockholder and investor in
ULP Associates, Inc.
RichARd C. HARkiNS EdwARd MEyER A. WAyNE Rick
2180 PARk AVENUE NORTI-I SUITE 328 WINTER PARk, FIORIdA 32789 PRONE 407-740-7886 FAX 407-740-6564
Merchant Banking As a Merchant Banker, ULP Associates
•Private Capital adds management and professional exper-
tise to existing operating businesses. Our
•Institutional Capital activities include facilitating financing and/
•Management Consulting or recapitalization of these businesses.
These services are provided on a fee basis
and may include an ownership position in
the company with significant representa-
tion on its Board of directors. The services
of a merchant banker are much in demand
in today's business climate due to the
restricted amount of conventional lending
activity.
Investment Banking As an Investment Banker, ULP Associates
provides clients with fee-based services for
•Private Placement Offerings arranging debt and equity financings.
•Public Offerings These financings are funded through
•Bond Financing private and public offerings conducted by
ULP Associates. Such financings are
undertaken for our own acquisitions and on
behalf of clients. ULP Associates has
access to a significant number of individual
and institutional investors looking for such
opportunities.
Business Acquisitions The Company seeks to acquire existing
•Existing Companies businesses as a major part of our invest-
•Franchises & Marketing ment strategy. ULP Associates has the
professionals with the business acumen to
Agreements
•Patent&Manufacturing Rights thoroughly review these opportunities, and
our access to the capital markets gives us
the ability to conclude each undertaking,
Primary considerations are cash flow (real
and potential), products or services offered,
capacity for potential increase in value, and
the marketplace (real and potential).
ULP Associates acquires properties for invest- Property Acquisitions
ment. Property types include apartment corn- •Apartment Developments
munities,commercial properties, and improved
•Commercial Buildings
subdivisions. Acquired under the right terms
•Hospitality Properties
and conditions, these properties can generate
excellent cash flows, escalation of value and
high returns to our investors. The availability
of mortgage financing and investor equity on a
constant basis allows us to constantly be in the
marketplace to take advantage of excellent
opportunities as they are presented.
ULP Associates obtains necessary venture Joint Ventures
capital to bring an idea to fruition. Entrepre-
neurs generally have extreme difficulty in •New &Existing Businesses
bringing their products and ideas to market due •Product Development
to lack of capital. Venture capital is a scarce •Real Estate Development
commodity in today's marketplace, and con-
ventional sources are virtually nonexistent.
ULP Associates offers our services and pro-
vides capital in exchange for service-based
fees and percentage of ownership in the ven-
ture and representation on the Board of Direc-
tors.
Assistance in obtaining mortgage financing Mortgage Brokerage
for our clients is provided by ULP Associates
in the capacity of mortgage broker. ULP •Apartment Developments
Associates maintains continuous contact •Commercial Properties
•Hospitality Properties &
nationwide with the banking, insurance, Mobile Home Parks
pension fund and capital markets communi-
ties. The Company obtains funding for con-
struction, permanent financing, and borrower/
lender joint ventures. These services are
provided on a retainer plus fee basis.
Board of Directors
Richard C. Harkins Dick was the founder and moving force behind
(Chairman&CEO) United Limited Partners,Inc., a company formed
to assist limited partners in the Cardinal Industries
Chapter 11 proceedings. Over his 19 year busi-
ness career, he has participated in the development
of over$2 billion of income-producing property,
and managed the selling of over$200 million of
equity investments in real estate based assets.
Dick's responsibility focuses on capital markets
and overall business planning.
Edward Meyer Ed has 15 years on Wall Street as an Acquisitions
(Director of Acquisition) and Corporate Finance Executive with deep
experience in acquisitions and mergers. Among
his more significant accomplishments, he acquired
four middle-market operating companies as princi-
pal, and eight as an agent for a large bank. Fol-
lowing a recent move to the Central Florida area,
he has joined the Company as Director of Busi-
ness Acquisition and Merchant Banking Activities.
A. Wayne Rich An attorney with over 25 years experience in the
(Director) practice of real estate law and in apartment and
land development. Wayne is currently serving as
Vice-Chairman of the Orlando-Orange County
Expressway Authority under appointment by the
Governor of Florida. He is a co-owner of Victoria
Equities, a highly successful development and
property management company. Wayne has been
a principal in the development of over 4,000 home
lots and 500 apartments.
•
Advisory Committee
Thomas Allen Philip Tatich
(Securities and Tax Counsel) (Corporate Counsel)
Tom is a partner with a national law firm and Phil adds the experience of his 25 years of repre-
enjoys one of the most successful practices in sentation of clients in the areas of commercial/
Central Florida in the area of securities and taxa- industrial real estate development, business acqui-
tion. Tom will be responsible for the sitions and banking. Between 1978 and 1986, Phil
securitization required in our acquisition, financing served as Chief Operating Officer and general
and consulting activities. counsel for one of Central Florida's most success-
ful developers. He has previously served as Chair-
man of the Board of two Central Florida banks.
C.A. Johnson Mark Boyer
(Commercial Brokerage & Development) (Computer Systems Information Specialist)
C. A. is owner of C. A. Johnson Properties and an Mark has worked with Dick Harkins over the past
Organizing Director of Southern Bank of Central 2-1/2 years in the area of computer-implementa-
Florida. His 32—development career has involved tion and software development. Mark is a soft-
apartments, shopping centers, self-storage facili- ware specialist expertly versed in over 45 software
ties, and offices. C. A.'s proven expertise in real application programs. Mark's expertise will
estate and banking offer valuable experience to the enhance our communications and support services
Company. to clients.
Anthony Luick
(Mortgage Banking &Investor Relations)
Tony has been associated with Dick Harkins for
the past 12 years and was instrumental in the
efforts of United Limited Partners. His mortgage
banking experience incorporates over
$800,000,000 of commercial financing. Tony's
focus will be on real estate financings for clients
and ULP Associates acquisitions.
ULP Associates was formed by
the coming together of a group
of professionals with decades of
business experience.
It is a rare opportunity to utilize
the collective talents of such
professionals within one com-
pany. These talents combine
with the active roles of our
Advisory Committee to contrib-
ute to the solid direction and
success of ULP Associates.
The Company's mission is to
acquire existing businesses and
income properties that have
demonstrated strong cash flows
and the potential for substantial
increases in value. The position
of ULP Associates in these
acquisitions is that the Company
not only collects fees and com-
missions for its services but
retains a financial interest in
each particular asset. This
interest may include but not be
limited to a participation in the
asset's cash flow and an equity
position. This approach not only
serves to build the internal
wealth of the Company but
protects the passive investor by
the Company having a vested
interest in the asset. Enhance-
ment of cash flows and asset
value through strong manage-
ment oversight is to the benefit
of all parties.
2180 PARk AVENUE NORTH SUITE 328 WINTER PARk, FloRidA 32789 PNoNE 407-740-7886 FAX 407-740-6564