a. Next regular meeting is scheduled for Friday, August 26, 2016 at 9:00 a.m. at the

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3 Sun 'n Lake of Sebring Improvement District Special Meeting of the Board of Supervisors Thursday, August 4, 2016 at 9:00 A.M. Community Center Edgewater Drive, Sebring, Florida AGENDA 1. Call to order -President White 2. Pledge of Allegiance 3. Announcements: a. Next regular meeting is scheduled for Friday, August 26, 2016 at 9:00 a.m. at the Community Center, 3500 Edgewater Drive, Sebring, FL b. Please silence or turn off your cell phones 4. ACTION AGENDA a. Resolution No / A resolution of the Sun 'n Lake of Sebring Improvement District approving the second amendment to the Sun 'n Lake Golf Club Management Agreement with Billy Casper Golf, LLC capping the incentive at $30, based on the net operating income (loss) b. Resolution No / A resolution of the Sun 'n Lake of Sebring Improvement District approving the second amendment to the Sun 'n Lake Golf Club Management Agreement with Billy Casper Golf, LLC removing the incentive provisions and increasing the management fee to $10,000 per month c. Resolution No /04-32 A resolution of the Sun 'n Lake of Sebring Improvement District approving the payment of the $45, incentive due to Billy Casper Golf, LLC for the Fiscal Year 5. Public commentswill be limited to three minutes, however, another two minutes may be allowed. A maximum of five minutes is allowed for public comments. Inquiries may be made during this time and responses will be forthcoming in written form. 6. Discussion to/from Board 7. Adjournment 1

4 Tanya Cannady CPA, General Manager Michael Hurley, Facilities & Public Safety Director Tenille Smith, Community Services Director Omar DeJesus, Finance Director SUN 'N LAKE OF SEBRING IMPROVEMFNT DISTRICT Board of Supervisors: Larry White, President Michael Gilpin, Vice President Richard Hulbert, Supervisor Dr. Wally Edgell, Supervisor Mark Camp, Supervisor To: Board of Supervisors From: Tanya Cannady, CPA, General Manager ~ Date: August 1, 2016 RE: Billy Casper Management Agreement changes Attached for your consideration are two options to change the management agreement with BCG. Each option has its own resolution. Option 1 will provide a MAXIMUM payout for the 2016/2017 fiscal year as follows: $ 30,000 (maximum incentive) $108,000 (9,000 X 12 months management fee) $138,000 Total MAXIMUM payout for Option 1 To reach a maximum of $30,000 incentive payment for the 2015/2016 fiscal year, BCG would need to improve the net operating income (loss) by $150,000 (150,000 x 20% = $30,000). To reach a maximum of $30,000 incentive payment for the 2016/2017 fiscal year, BCG would need to improve the net operating income (loss) by another $150,000. Option 2 will provide a MAXIMUM payout for the 2016/2017 fiscal year as follows: $120,000 (10,000 x 12 months management fee) The $10,000 per month management fee should begin next month (September 2016). The third resolution No /04-32 is provided to you ONLY if options 1 or 2 are NOT approved. Please advise if you have any questions Sun 'n Lake Blvd., Sebring, FL Ph Fax

5 Tanya Cannady From: Sent: To: Cc: Subject: Tony Cianci Monday, August 01, :42 AM Tanya Cannady Ron Wonderling RE: status Tanya- Here you go. Thanks. Option 1- Cap BCG Incentive earned from last year at $30K. Cap BCG Incentive going forward at $30K. BCG Incentive is 20% of improvement in Net Operating lncome/(loss) <as defined in the management agreement> from PY Terminate for Convenience moved to 1 year from 90 days. Option 2- Cap BCG Incentive earned from last yea r at $30K No BCG Incentive going forward Term for Convenience moved to 6 months from 90 days BCG Base Fee moves to $10K/month BILLY CASPER GOLF.. TONY D. CIANCI, PGA Sr. Vice President of Operations Sunrise Valley Dr. I Suite 300 I Reston, VA m I Website.. 05 f, f[ I DIEIS IF CUIISES U Y LIVES CUUEO. ONE DAY From: Tanya cannady [mailto:tcannady@snldistrict.org] Sent: Monday, August 01, :22 AM To: Tony Cianci Cc: Ron Wonderling Subject: status Good morning Tony, Just checking in with you on the status of the proposed management agreement changes. I was hoping to send the information to the Supervisors today. Our board meeting is Thursday, 9am. Thanks. Tanya 'E. Cannady, CP.'A. (jenera{ Manager Sun 'n Lake of Sebring Improvement District 5306 Sun 'n Lake Blvd., Sebring, FL tcannady@snldistrict.org 1

6 RESOLUTION NO /22-31 A RESOLUTION OF THE SUN 'N LAKE OF SEBRING IMPROVEMENT DISTRICT APPROVING THE SECOND AMENDMENT TO THE SUN 'N LAKE GOLF CLUB MANAGEMENT AGREEMENT WITH BILLY CASPER GOLF, LLC CAPPING THE INCENTIVE AT $30, BASED ON THE NET OPERA TING INCOME (LOSS). WHEREAS, the Sun 'n Lake of Sebring Improvement District (hereinafter "District") was created by Ordinance Number 74-4, Highlands County, Florida, as codified at Section 9-81, et seq., Code of Ordinances, Highlands County, Florida, as amended from time to time (hereinafter "Enabling Act"); and WHEREAS, the District's has a management agreement with Billy Casper Golf, LLC (hereinafter "BCG") for the Sun 'n Lake Golf Club 36-hole golf course, clubhouse, driving range and other amenities dated October 1, 2014 (hereinafter "Agreement"); and WHEREAS, Section 18(8) of the Agreement provides that the provisions of the Agreement may only be amended in a writing signed by both parties; and WHEREAS, the parties wish to amend the Agreement to cap any incentive payment earned by BCG at $30, as detailed in the amendment attached hereto as Exhibit A; and WHEREAS, the Amendment also contains a provisions capping the incentive payment due on the fiscal year to $30,000.00; and WHEREAS, the Board of Supervisors has determined that approval of the second amendment to the Agreement with BCG is in the best interest of the District. NOW THEREFORE BE IT RESOLVED by the Board of Supervisors of the Sun 'n Lake of Sebring Improvement District as follows: 1. That the "Whereas" clauses above are true and correct and incorporated herein by reference. 2. That the Second Amendment to Management Agreement attached hereto as Exhibit A is hereby APPROVED. 3. That the modified incentive payment of $30, for the fiscal year is hereby approved and the General Manger is directed to insure the incentive is paid by August 5, That all Resolutions or parts of Resolutions that are in conflict herewith be and the same are hereby revoked. [ SIGNATURES ON FOLLOWING PAGE] Page 1 of2

7 APPROVED AND ADOPTED by the Board of Supervisors of the Sun 'n Lake of Sebring Improvement District of Highlands County, Florida, this day of August, SUN 'N LAKE OF SEBRING IMPROVEMENT DISTRICT Larry White, President Board of Supervisors Attest: Christi an Hardman, Board Secretary (SE AL) Page 2 of2

8 SUN 'N LAKE GOLF CLUB SECONDAMENDMENTTOMANAGEMENTAGREEMENT THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT is made this day of August, 2016, by and between BILLY CASPER GOLF, LLC ("BCG") and SUN 'N LAKE OF SEBRING IMPROVEMENT DISTRICT ("Owner"), hereinafter referred to collectively as the "Parties". WHEREAS, the Parties entered into a Management Agreement dated October 1, 2014 ("Agreement"); and WHEREAS, the Agreement was amended by the First Amendment to Management Agreement dated September 11, 2015; and and WHEREAS, Owner and BCG wish to further amend the Agreement as detailed below; WHEREAS, all other terms and conditions of the Agreement and the First Amendment to Management Agreement shall remain in full force and effect, except as explicitly modified below. NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Second Amendment to Management Agreement,' and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Paragraph 7(B) shall be modified to read as follows: Incentive Management Fee: In addition to the Base Management Fee, BCG shall be entitled to earn Incentives for each Fiscal Year during the Term. For Fiscal Year ending September 30, 2015 and each fiscal year thereafter, BCG shall receive 20 percent of the improvement in Net Operating Income (Loss). If Net Operating Income (Loss) is not improved, BCG shall receive no Incentive. The Audited Financial Statement Threshold shall be the amount by which total revenues or total expenses exceed total expenses or revenues from the prior fiscal year period ("Audited Financial Statement Threshold"). For purposes of determining the Incentive, Net Operating Income (Loss) shall be subject to adjustment for force majeure events or expenses that are agreed upon by Owner and BCG not to be within the control of BCG (i.e. real estate taxes, capital expenditures (inclusive of capital leases), contingency or extraordinary items). Any expenditure authorized by the District, at a duly constituted Board meeting in excess of the Annual Approved Budget and Program shall be excluded from the incentive and termination calculation ("Budget Amendments"). Notwithstanding anything to the contrary in this Paragraph 7, the Incentive Management Fee earned by BCG in any fiscal year shall not exceed thirty thousand dollars ($30,000.00). The Incentive Management Fee earned for a Page 1 of3

9 fiscal year shall be paid no later than ninety (90) days following Owner' s receipt of the Annual Audited Financial Statement for which it is calculated and in which it was earned. All Base Management Fees and Incentive Management Fees during the term shall be paid to BCG from the Operating Account. Owner shall pay directly to BCG any fees not payable until after the expiration or termination of this Agreement. Any Base Management Fee not received by the 10th of the month, any Incentive Management Fee not received by the 90th day following Owner' s receipt of the Annual Audited Financial Statement in which it was earned, and any other sums due under this Agreement and not paid when due (including, but not limited to reimbursement for Centralized Services as defined in Paragraph 7C below and Operating Expenses as described in Section I) shall be delinquent (hereinafter "Past Due Amount") and subject, without notice or demand, to late fees and interest as follows: l. Late Fee. A late fee of One and a half Percent ( 1.5) of the amount due shall be added and shall become part of any Past Due Amount. 2. Interest. Any Past Due Amount not received within ten ( l 0) days of its due date shall bear interest; from the date payment was due until the date paid in full, at the then-current judgment rate, along with all costs of collection, including reasonable attorneys' fees. 2. Paragraph 8(B) of the Agreement shall be modified to read as follows: Has a cost in excess of five thousand dollars ($5,000.00). All Capital Expenditures for Capital Improvements shall be the responsibility of Owner and all decisions as to whether or not to undertake any capital improvements projects or otherwise in respect to any capital improvements shall be made by Owner in consultation with BCG. 3. Paragraph lo(b) of the Agreement, entitled "Termination Fee; Owner' s Termination for Convenience", shall be deleted in its entirety and replaced with the following: Termination Fee; Owner's Termination for Convenience: Owner may termination the Agreement upon twelve (12) months prior written notice to BCG and no termination fee shall be applied. Provided however, any termination by Owner as provided for herein, Owner shall indemnify and hold harmless BCG from all costs, operating expenses, liabilities and claims incurred during the term of the Agreement to include all accrued vacation, employment practices liability, unemployment, insurance and any other employment related expenses. 4. Notwithstanding any of the foregoing, BCG and Owner have agreed that the incentive payment for the fiscal year due under paragraph 7(B) of the Agreement shall be subject to this Second Amendment and therefore reduced from $45, to $30, Page 2 of3

10 [ SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the Parties executed this SECOND AMENDMENT TO MANAGEMENT AGREEMENT to effective as of the date first written above. SUN 'N LAKE FO SEBRING IMPROVEMENT DISTRICT: Tanya Cannady, General Manager Larry White, President, Board of Supervisors Dated: I I Dated: / / Approved as to form and legal sufficieny David F. Schumacher, General Counsel BILLY CASPER GOLF, LLC R. Joseph Goodrich, Executive Vice-President R. Alexander Elmove, JV, President Dated: -----'-I --'-I Dated:--~/ /~-- Page 3 of3

11 RESOLUTION NO /22-31 A RESOLUTION OF THE SUN 'N LAKE OF SEBRING IMPROVEMENT DISTRICT APPROVING THE SECOND AMENDMENT TO THE SUN 'N LAKE GOLF CLUB MANAGEMENT AGREEMENT WITH BILLY CASPER GOLF, LLC REMOVING THE INCENTIVE PROVISIONS AND INCREASING THE MANAGEMENT FEE TO $10,000 PER MONTH. WHEREAS, the Sun 'n Lake of Sebring Improvement District (hereinafter "District") was created by Ordinance Number 74-4, Highlands County, Florida, as codified at Section 9-81, et seq., Code of Ordinances, Highlands County, Florida, as amended from time to time (hereinafter "Enabling Act"); and WHEREAS, the District's has a management agreement with Billy Casper Golf, LLC (hereinafter "BCG") for the Sun 'n Lake Golf Club 36-hole golf course, clubhouse, driving range and other amenities dated October 1, 2014 (hereinafter "Agreement"); and WHEREAS, Section 18(8) of the Agreement provides that the provisions of the Agreement may only be amended in a writing signed by both parties; and WHEREAS, the parties wish to amend the Agreement to remove the incentive payment provisions from the Agreement and increasing the monthly management fee to $10, per month as detailed in the amendment attached hereto as Exhibit A; and WHEREAS, the Amendment also contains a provisions capping the incentive payment due on the fiscal year to $30,000.00; and WHEREAS, the Board of Supervisors has determined that approval of the second amendment to the Agreement with BCG is in the best interest of the District. NOW THEREFORE BE IT RESOLVED by the Board of Supervisors of the Sun 'n Lake of Sebring Improvement District as follows: 1. That the "Whereas" clauses above are true and correct and incorporated herein by reference. 2. That the Second Amendment to Management Agreement attached hereto as Exhibit A is hereby APPROVED. 3. That the modified incentive payment of $30, for the fiscal year is hereby APPROVED and the General Manager is hereby directed to insure the incentive is paid by August 5, That all Resolutions or parts of Resolutions that are in conflict herewith be and the same are hereby revoked. [ SIGNATURES ON FOLLOWING PAGE ] Page 1 of2

12 APPROVED AND ADOPTED by the Board of Supervisors of the Sun 'n Lake of Sebring Improvement District of Highlands County, Florida, this day of August, SUN 'N LAKE OF SEBRING IMPROVEMENT DISTRICT Larry White, President Board of Supervisors Attest: Christi an Hardman, Board Secretary (SE AL) Page 2 of2

13 SUN 'N LAKE GOLF CLUB SECOND AMENDMENT TO MANAGEMENT AGREEMENT THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT is made this day of August, 2016, by and between BILLY CASPER GOLF, LLC ("BCG") and SUN 'N LAKE OF SEBRING IMPROVEMENT DISTRICT ("Owner"), hereinafter referred to collectively as the "Parties". WHEREAS, the Parties entered into a Management Agreement dated October 1, 2014 ("Agreement"); and WHEREAS, the Agreement was amended by the First Amendment to Management Agreement dated September 11, 2015; and and WHEREAS, Owner and BCG wish to further amend the Agreement as detailed below; WHEREAS, all other terms and conditions of the Agreement and the First Amendment to Management Agreement shall remain in full force and effect, except as explicitly modified below. NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Second Amendment to Management Agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Paragraph 7(A) of the Agreement, entitled "Base Management Fee", shall be modified to read as follows: Base Management Fee. For its services hereunder, BCG shajj be paid a Base Management Fee (the "Base Management Fee") calculated as ten thousand dollars ($ I 0,000.00) per month. The Base Management Fee shall be payable on the fifth day of each month from the Operating Account. The Base Management Fee shall be a net fee to BCG and shall not include Club expenditures as provided for in this Paragraph 7 or any other Operating Expenses. 2. Paragraph 7(B) shall be removed in its entirety. 3. Paragraph 8(B) of the Agreement shall be modified to read as follows: Has a cost in excess of five thousand dollars ($5,000.00). All Capital Expenditures for Capital Improvements shall be the responsibility of Owner and all decisions as to whether or not to undertake any capital improvements projects or otherwise in respect to any capital improvements shaij be made by Owner in consultation with BCG. 4. Paragraph lo(b) of the Agreement, entitled "Termination Fee; Owner's Termination for Convenience", shall be deleted in its entirety and replaced with the following: Page 1 of2

14 Termination Fee; Owner's Termination for Convenience: Owner may termination the Agreement upon six (6) months prior written notice to BCG and no termination fee shall be applied. Provided however, any termination by Owner as provided for herein, Owner shall indemnify and hold harmless BCG from all costs, operating expenses, liabilities and claims incurred during the term of the Agreement to include all accrued vacation, employment practices liability, unemployment, insurance and any other employment related expenses. 5. Notwithstanding any of the foregoing, BCG and Owner have agreed that the incentive payment for the fiscal year due under paragraph 7(B) of the Agreement, before the removal of said paragraph as detailed herein, shall be reduced from $45, to $30, IN WITNESS WHEREOF, the Parties executed this SECOND AMENDMENT TO MANAGEMENT AGREEMENT to effective as of the date first written above. SUN 'N LAKE FO SEBRING IMPROVEMENT DISTRICT: Tanya Cannady, General Manager Larry White, President, Board of Supervisors Dated: I I Dated: I I Approved as to form and legal sufficieny David F. Schumacher, General Counsel BILLY CASPER GOLF, LLC R. Joseph Goodrich, Executive Vice-President R. Alexander Elmove, IV, President Dated: I I Dated: ----'-/..cl Page 2 of2

15 RESOLUTION NO /22-32 A RESOLUTION OF THE SUN 'N LAKE OF SEBRING IMPROVEMENT DISTRICT APPROVING THE PAYMENT OF THE $45, INCENTIVE DUE TO BILLY CASPER GOLF, LLC FOR THE FISCAL YEAR. WHEREAS, the Sun 'n Lake of Sebring Improvement District (hereinafter "District") was created by Ordinance Number 74-4, Highlands County, Florida, as codified at Section 9-81, et seq., Code of Ordinances, Highlands County, Florida, as amended from time to time (hereinafter "Enabling Act"); and WHEREAS, the District's has a management agreement with Billy Casper Golf, LLC (hereinafter "BCG") for the Sun 'n Lake Golf Club 36-hole golf course, clubhouse, driving range and other amenities dated October 1, 2014 (hereinafter "Agreement"); and WHEREAS, Section 7(8) of the Agreement provides for the payment of an incentive management fee; and WHEREAS, pursuant to the District's Audited Financial Statement from McDirmitt Davis, both Net Operating Income (Loss) and Gross Margin improved over the prior year; and WHEREAS, the Net Operating Loss went from a $317,396 loss in 2014/2015 to a $279,193 loss in 2015/2016, which is an improvement of $38,257; and WHEREAS, the Gross Margin went from $3,319,392 in 2014/2015 to $3,641,343 in 2015/2016, which is an improvement of $229,452; and WHEREAS, based on the Agreement, BCG is entitled to 20 percent of the increase in Gross Margin, or $45,890.40; and WHEREAS, the Board of Supervisors has determined that approval of the incentive payment to BCG is in the best interest of the District. NOW THEREFORE BE IT RESOLVED by the Board of Supervisors of the Sun 'n Lake of Sebring Improvement District as follows: 1. That the "Whereas" clauses above are true and correct and incorporated herein by reference. 2. That the incentive payment to BCG in the amount of $45, pursuant to section 7(8) of the Agreement is hereby APPROVED. 3. That the General Manager is directed to insure that the incentive payment is made to BCG from the appropriate Golf Fund account on or before August 5, Page 1 of2

16 4. That all Resolutions or parts of Resolutions that are in conflict herewith be and the same are hereby revoked. APPROVED AND ADOPTED by the Board of Supervisors of the Sun 'n Lake of Sebring Improvement District of Highlands County, Florida, this day of August, SUN 'N LAKE OF SEBRING IMPROVEMENT DISTRICT Larry White, President Board of Supervisors Attest: Christi an Hardman, Board Secretary (SE AL) Page 2 of2