Victorian Consolidated Legislation

Land (Goonawarra Golf Course) Act 1988 - SCHEDULE

Section 6(3) PROVISIONS REFERRED TO IN SECTION 6(3) THE PRESIDENT, COUNCILLORS
AND RATEPAYERS OF THE SHIRE OF BULLA of Macedon Street, Sunbury (hereinafter
called "the Shire") HEREBY LEASES to GOONAWARRA GOLF CLUB LIMITED of
Clubhouse, Francis Boulevard, Sunbury (hereinafter called "the Club") all that
land being the Goonawarra Golf Clubhouse and its immediate surrounds more
particularly described in Schedule 1 hereto together with all improvements
plant machinery and equipment now or hereafter installed thereon (hereinafter
called "the club premises") TO BE HELD by the Club for the term of five (5)
years commencing on the date of commencement of the
Land (Goonawarra Golf Course) Act 1988 (hereinafter called "the commencement
date") at the annual rental hereinafter reserved subject to the covenants and
powers implied by statute unless hereby negatived or modified and to the
covenants and conditions hereinafter contained.
1. Definitions In this lease unless the contrary intention appears-

   (i)  the expression "the Minister" means the Minister administering the
        Land (Goonawarra Golf Course) Act 1988;

   (ii) the expression "the Shire" means the Shire or other person entitled to
        the reversion immediately expectant on determination of the term
        hereby created and (where not repugnant to the context) the servants
        or agents of the Shire and other persons authorised by the Shire;

   (iii) the expression "the Club" means the Club and the permitted
        transferees and assigns of the Club and (where not repugnant to the
        context) the servants agents and invitees of the Club;

   (iv) "the term of the lease" or "the said term" means the actual term
        created by this lease and also (where not repugnant to the context)
        any renewal thereof and any period during which the Club shall hold
        over or be or remain a tenant or in occupation of the club premises;

   (v)  the expression "the Golf Course" means the golf course known as the
        Goonawarra Golf Course and being the whole of the land described in
        Certificate of Title Volume 9428 Folio 283 and Volume 9428 Folio 285
        together with all existing buildings or improvements now or hereafter
        to be erected thereon other than the club premises;

   (vi) references to statutes shall include any amendments re-enactments or
        consolidations thereof;

   (vii) words importing the singular number shall include the plural and the
        masculine gender shall include the feminine or neuter and vice versa;

   (viii) any reference to a person shall be deemed to include a corporate
        body and vice versa;

   (ix) headings of clauses and marginal notes have been inserted for guidance
        only and shall not be deemed to form any part of this lease or to
        affect the construction thereof.
2. Rental The Club shall pay to the Shire an annual rental calculated at the
rate and in the manner set out in Schedule 2 hereto and payable quarterly on
the days appointed in the said Schedule.
3. Use by Club

(1) The Club further covenants with the Shire that the Club shall not at any
time during the said term use the Golf Course and/or the club premises or
permit or suffer to be used the Golf Course and/or the club premises for any
purpose other than that of a golf course and/or private golf club operating
therefrom including all related or ancillary activities or services.

(2) The Club shall at all times store and keep all trade waste and garbage
emanating from the club premises in proper receptacles kept within an area
designated as a garbage storage area and to make suitable arrangements for the
disposal thereof and at all times refrain from ejecting or abandoning from the
club premises or depositing or leaving elsewhere in or about the club premises
any such trade waste and garbage.

(3) The Shire shall ensure that usual public facilities including changing
rooms and golf professional's shop are available to persons desiring to play
golf on the Golf Course.

4. Maintenance-Golf Course

(1) The Shire shall at the cost and expense in all things of the Shire well
and substantially repair and maintain as a golf course in good and substantial
condition the Golf Course and all improvements and installed equipment thereon
or therein (including the installed sprinkler system and all existing fencing
and all other equipment specified in Schedule 3 hereof) and without prejudice
to the generality of the foregoing the Shire shall strictly adhere to the
Annual Maintenance Programme set out in Schedule 4 and the Club shall not be
liable for any maintenance costs during the period of this lease.

(2) The Shire shall ensure that the fairways, greens and other physical
features of the Golf Course remain substantially unaltered and in particular
remain planted as at present subject to such alterations as may be agreed
between the parties.
5. Maintenance-plant and equipment

(1) The Shire shall provide all mechanical equipment and other plant and
machinery necessary or desirable to enable the Golf Course to be maintained as
a golf course of high standard suitable for competitive play under Victorian
Golf Association conditions (including in particular the plant and equipment
set out in Schedule 5 hereto).

(2) The Shire shall fully maintain and wherever necessary replace or reinstate
to good working order all of the plant equipment and machinery supplied or
made available pursuant to sub-clause (1) above.

(3) The Shire may from time to time vary the items of equipment set out in
Schedules 3 and 5 in accordance with the Shire's reasonable opinion as to the
items of equipment required to maintain the Golf Course in accordance with the
provisions herein contained.
6. Maintenance-buildings

(1) The Club shall at the cost and expense in all things of the Club well and
substantially repair and maintain any buildings on the club premises.

(2) The Shire shall at the cost and expense in all things of the Shire well
and substantially repair and maintain all other buildings and other structural
improvements erected on the Golf Course.

(3) The Shire and its agents may at all reasonable times and after giving
reasonable notice to the Club (except in case of emergency when no notice
shall be required) enter upon the club premises and view the state of repair
of the club premises and structural improvements erected thereon and may serve
upon the Club a notice in writing of any defect or want of repair for which
the Club may be responsible hereunder and require the Club within a reasonable
time (having regard to the nature of the required works) to repair the same
and in default of the Club so doing it shall be lawful for the Shire from time
to time to enter and execute the required repairs and for that purpose the
Shire its architects contractors workmen and agents may enter upon the whole
or any part of the club premises and there remain for the purpose of doing
erecting or effecting any such thing and any expenses and costs of carrying
out such work shall be forthwith payable by the Club to the Shire.

(4) The Club may with the prior consent in writing of the Shire which consent
shall not be unreasonably withheld at the cost in all things of the Club make
any structural alterations or additions in or to the Golf Clubhouse erected on
the club premises or any part thereof and the Club may make non-structural
alterations or additions in or to the club premises or any part thereof
provided that before making such non-structural alterations or additions the
Club has first given written notice to the Shire of its intention to do so and
the Club shall in the course of any alterations or additions whether
structural or otherwise observe and comply with all requirements of the
appropriate public authorities.
7. Staff The Shire shall at no cost to the Club appoint an experienced curator
of the Golf Course and shall appoint suitable assistants necessary to perform
the maintenance program in accordance with the terms of Clause 4(1) hereof.
8. Golf professional

(1) The Shire shall appoint an experienced golf professional to operate from
the Golf Course whose responsibilities and functions are more particularly set
out in Schedule 6 hereto.

(2) The golf professional shall be required to employ all necessary staff to
assist in the conduct of his business and the management of the Golf Course
during each day of the week save and except for those maintenance duties which
shall be the normal responsibility of the curator.
9. No assignment or sub-letting The Club shall not during the said term
transfer assign sub-let or part with the possession of the club premises
otherwise than with the approval of the Shire and then only subject to such
conditions or stipulations as the Shire may reasonably impose in the interests
of establishing or maintaining a private golf club as hereinafter provided.
10. Outgoings The Shire and the Club mutually covenant with each other as
follows:

(1) The Club shall throughout the said term pay or reimburse to the Shire all
rates, taxes (including land tax), assessments, or fees levied or assessed or
imposed or charged on or in respect of the club premises or the Club's use or
occupancy thereof and all charges and outgoings in respect of the club
premises including electricity gas oil and water consumed in the club premises
and charges in respect of telephone services connected to the club premises
and all other charges, if any, imposed by any public utility or authority for
the supply of any service separately supplied to the club premises and it is
agreed that all such amounts shall if necessary be apportioned to the club
premises on the basis of the proportion of the total area assessed.

(2) The Club shall not at any time during the said term permit or suffer to be
done any act matter or thing whereby any insurances in respect of the Golf
Course or the club premises may be vitiated or rendered void or voidable or
(except with the approval in writing of the Shire) whereby the rate of premium
on any such insurance shall be increased.

(3) The Shire shall effect and at all times during the said term maintain in
respect of the Golf Course and the club premises:

   (a)  A public risk policy for an amount of not less than one million
        dollars ($1 000 000) or such other amount as may be reasonably
        required by the Minister in the joint names of the Shire and the Club;

   (b)  Insurance for the full insurable value against loss or damage to the
        Shire's buildings, stock, fixtures and fittings in or upon the Golf
        Course and the club premises;

   (c)  Insurance for the full replaceable value against damage to all plate
        glass windows now or hereafter installed in the Golf Course and the
        club premises- PROVIDED ALWAYS that the Club shall reimburse to the
        Shire the amount of all insurance premiums paid by the Shire in
        respect of insurance policies relating solely to the club premises and
        a fair proportion of the public risk insurance premiums in respect of
        insurance policies relating to the Golf Course as a whole.

(4) All policies of insurance liable or required to be effected by the Shire
hereunder whether in respect of the property or risk of the Shire or the Club
shall be taken out with an insurance office or company selected by the Shire
and the Club and approved by the Minister, which approval shall not be
unreasonably withheld.

(5) The Shire shall in respect of each policy of insurance to be effected
hereunder produce to the Club if so required each current policy of insurance
or a counterpart thereof and the receipt for the last premium payable in
respect thereof.
11. Default termination If either-

   (a)  the rental or any part thereof or other sums due and payable hereunder
        shall be unpaid for a period of thirty (30) days after any of the days
        upon which the same ought to have been paid in accordance with the
        covenants and conditions herein contained; or

   (b)  the Club does not remedy any breach or non-observance by it of any of
        the other agreements terms or conditions on its part herein contained
        or implied within thirty (30) days of being required to do so by
        written notice given by the Shire- then the Shire may after giving
        thirty (30) days' notice to the Club of its intention so to do
        re-enter upon the club premises or any part thereof in the name of the
        whole and repossess the same and thereupon this Lease and the licence
        hereby granted shall be determined without prejudice to the Shire's
        right of action in respect of any breach or non-performance of the
        Club's covenants herein contained PROVIDED ALWAYS that if the Club
        shall provide satisfactory proof in writing to the Shire that it is
        exercising the utmost diligence to remedy any breach or non-observance
        or non-performance by it of any of the said covenants agreements terms
        and conditions as aforesaid but is unable to comply with the said
        written notice hereinbefore referred to within the period of thirty
        (30) days aforesaid then the Shire agrees save and except in the event
        of failure by the Club to pay the rental as and when due to allow such
        additional period not exceeding sixty (60) days as shall be reasonably
        necessary for the Club to co mply with the said notice.
12. Compliance with statutes The Club shall at all times during the said term
comply with all statutes statutory rules by-laws orders or regulations and
other provisions having the force of law present or future affecting or
relating the Club's use of the club premises or the Club's occupancy thereof
PROVIDED ALWAYS that the Club shall be under no liability in respect of any
structural alterations the requirement for which was not caused directly by
the Club's use or occupation of the club premises.
13. Quiet enjoyment The Shire covenants with the Club that subject to the Club
paying the rent hereby reserved and duly and punctually observing and
performing the covenants obligations and conditions contained in this lease
and on the part of the Club to be observed and performed the Club shall and
may peaceably possess and enjoy the club premises for the term of the lease
without any interruption or disturbances from the Shire or any other person or
persons lawfully claiming from or under the Shire.
14. Yielding up The Club shall at the expiration of the said term yield up the
club premises including all improvements fixtures and fittings thereon or
therein in a fit and satisfactory condition.
15. Golf Club

(1) The Shire covenants to promote and foster (by provision of financial and
other support and assistance in accordance with the Shire's general policies
and practices for sporting associations and affiliations) the development of
the Club.

(2) The Shire shall use its best endeavours to assist the Club to obtain and
maintain membership of the Victorian Golf Association (or its successor) and
to comply with and observe all rules and requirements of such Association.
16. Golf Course

(1) In consideration of the Club entering into this Lease the Shire hereby
grants to the Club and all of its members and invitees an exclusive licence to
use the Golf Course throughout the term of the lease as a golf course during
the hours-

   (a)  determined from time to time by agreement between the parties to this
        Lease; or

   (b)  if-

   (i)  either party to this Lease at any time requests the Minister to make a
        determination under this sub-clause; and

   (ii) the Minister is satisfied that the parties are unable to agree for the
        purposes of paragraph (a)- determined from time to time by the
        Minister in accordance with Schedule 7 to this Lease. This licence may
        not be revoked by the Shire unless the Shire shall have properly
        terminated the said term pursuant to clause 11 herein.

(2) Notwithstanding the foregoing the Shire and the Club covenant to ensure
that other than in the case of exceptional circumstances the golf course,
public facilities building and other facilities comprising the Golf Course are
available for use by any member of the public upon payment of fair and
reasonable green fees and compliance with reasonable directions relating to
the use of the Golf Course throughout the year except during the hours
specified for club use in accordance with Schedule 7 of this Agreement.
17. Guarantee In the event that the Shire shall by agreement with the Club
provide or make available funds for capital works including the erection or
extension of buildings on the club premises then the Shire may require the
several guarantees of Directors or Trustees of the Club as to the repayment of
funds so advanced.

18. Option to renew The Shire covenants with the Club that subject only to the
Shire being entitled to do so the Shire will grant to the Club the option to
extend this lease and the exclusive licence to use the Golf Course
hereinbefore granted for a further period of five (5) years upon the same
terms and conditions as are herein contained except the commencement date
(unless otherwise agreed between the parties) including this option for
renewal: PROVIDED THAT the Club shall exercise its option to renew by notice
in writing to the Shire delivered not less than sixty (60) days prior to the
expiration of the term of the lease but the Shire shall if no such notice is
received notify the Club in writing that the said term is due to expire and
the Shire shall thereafter allow the Club a reasonable period of grace within
which to elect to exercise its option to renew the said term on the terms and
conditions as aforesaid and advise the Shire accordingly. PROVIDED FURTHER
that the Club's right to renew leases of the club premises and exclusive
licence to the Golf Course shall be limited to and not exceed 70 years.
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