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027-Mayfair Tennis Club Agrmnt, _ w CLEVELAND & MIZE ATTORNEYS AND COUNSELORS AT LAW Plco eou Dmc 2C9 NORTH OAK AVENVE P O VRAWER E MACK N, CLEVELAND, JPL FLORIDA 32771 C. VERNON MIZE, JR. SANFOROr TELEPHONE 322 -I3I♦ JACK T, BRIDGES September 15, 1975 Mr. William Knowles City Manager City of Sanford, Florida Re: City of Sanford - John Whelchel Tennis Club Agreement Dear Pete Enclosed is the original Agreement executed by the City and John Whelchel together with a copy of the proposed Lease between Mr. Whelchel and Mayfair Country Club of Sanford, Inc. As you know, the Agreement is contingent upon John securing the execution of the Lease. I have requested Ned Julian, Mr. Whelchel's attorney, to furnish me a, copy of the Lease when it has been executed. With kind personal regards, I am Very truly yours, C. Vernon Mize, Jr. CVMjr /glh Enclosures A GREEME NT THIS AGREEMENT, made this day of and between JOHN WHELCHEL, hereinafter identified as A.D. 1975, by Club, and City of Sanford, Florida, a municipal corporation, here- inafter identified as City; W I T N E S S E T H: wd 1 191 C WHEREAS, City of Sanford, Florida, is lessor and Mayfair Country Club of Sanford, Inc, is lessee pursuant to the terms and conditions of that certain Lease dated October 11, 1949, and entered into, by and between the City of Sanford, Florida, a municipal corporation, and Hugh C. Whelchel and J. A. Ponder, as modified by agreement dated November 5, 1965; and, WHEREAS, Mayfair Country Club of Sanford, Inc. is desirous of sub - leasing a portion of the real property leased by it from the City of Sanford, Florida, under the terms and condi- tions of the afore - identified Lease, as amended, to John Whelchel for the purpose Of establishment and operation of a Tennis and Swim Club; and, WHEREAS, pursuant to the terms and conditions of the Lease, as afore - identified, the City of Sanford, Florida, must consent to any sub -lease of any portion of the real property Leased from the City of Sanford, Florida, a municipal corporation, )y Mayfair Country Club of Sanford, Inc.; and, WHEREAS, John Whelchel seeks the approval and /or consent) �f the City of Sanford, Florida, for sub - lease of real property escribed as: Out Lot No. 1, less the North 230 feet, LOCH ARBOR, Country Club Entrance Section, Plat Book 5, Page 72, of the Public Records of Seminole County, Florida, rom Mayfair Country Club of Sanford, Inc. NOW, THEREFORE, be it agreed by and between Club and _ty as follows: 1 ) That in consideration for the consent and approval on the part of City of a certain lease between Mayfair Country Club of Sanford, Inc. and Club, a copy of same being attached hereto and made a part hereof for all purposes, Club agrees to pay to City on an annual basis, a sum equal to two and one -half (2 1/2 %) per cent of all gross revenues derived by Club from the operation of a Tennis and Swim Club on the subject real property for a period of five (5) years, commencing with the first (1st) day of lease between Club and Mayfair Country Club of Sanford, Inc. and five (5 %) per cent of said gross revenues for a period Florida, and all other govenmenta un1La 11lC iuuz „c', to Seminole County, Florida, assessed and levied on the afore- described parcel of property. Further, it is hereby covenanted by the Club that the Club will be a separate entity from the Mayfair Country Club of Sanford, Inc. and the relationship between the two (2) shall -2- be lessee and lessor only. Further, Club hereby agrees to make its books to inspection by City upon open request for the purpose of verification Of income and annual audit. II 1 %i If 0 is o: sc Further, Club agrees that no sums due it will be collected by Mayfair Country Club of Sanford, Inc. and no sums due Mayfair Country Club of Sanford, Inc, will be collected by Club. 2 • This agreement shall be for a period of thirty (30) years and six (6) months, commencing September 1, 1975. Further, that all sums due to City from Club shall be paid on a calendar quarter basis with the first payment to be due upon the termina- tion of the four quarter of the year 1975, to -wit: December 31, 1975, and all sums thereafter due to be paid on the last date of each calendar quarter thereafter. Further, said sums shall be delinquent upon the thirtieth (30th) day subsequent to the termin- ation of each quarter for which a payment is due, and the sum due shall bear interest after the delinquency date at the rate of one -half (1/2 %) per cent per month or six (6 %) per cent per annum, compounded monthly, commencing with the day of delinquency and terminating upon the day of payment. 3. Club agrees that all construction shall be in compliance with the applicable building and health codes and that =he property will be maintained in good repair at all times and Till not be allowed to fall into a state of disrepair so as to ;ecome both a private or public nuisance. 4 . Club agrees to maintain such public liability nsurance as is necessary to adequately protect the general public rom injury and to hold the City harmless for any loss arising out E the operation of facilities of Club and negligent acts of jents, servants and employees of the Club and such other acts agents, servants or employees of Club committed within the ope of employment and at direction of Club. 5. Club agrees to procure execution of a lease with I Ica Mayfair Country Club of Sanford, Inc. within six (6) months of the date of this agreement. 6. Club agrees to commence construction of facilities within six (6) months of the date of this agreement. 7. It is agreed and understood by and between the parties to this agreement that Club intends to incorporate the Tennis and Swim Club to be operated on the subject property and I hat the benefits and obligations of this agreement shall inure to such corporation. B. That City by the execution of this agreement shall approve the lease as to form and content between Club and Mayfair Country Club of Sanford, Inc., a copy of same being attached hereto. 9 • It is clearly understood by and between the parties to this agreement that this agreement may not be assigned by Club to any third party and that if and in the event Club shall terminate its lease with Mayfair Country Club of Sanford, Inc. at any time prior to the natural date of termination of said lease, then and in that event, this agreement shall be void, save and except, that if and in the event early termination shall occur Pursuant to the provisions of paragraph 4. of Club's lease with Mayfair Country Club of Sanford Inc., a copy of same being attached hereto, then and in that event, this agreement may be assigned in the same fashion as the lease between Mayfair Country i Club of Sanford, Inc. and the City of Sanford as same has and may be amended and s upplemented, may be assigned. Further, it is clearly understood by and between the will Club expect Cit will that in no event y to reimburse it for the value of a improvements placed on the herein above - described real property, save and except as may be required pursuant to the provisions of Paragraph 4. of Club's lease with Mayfair Country Club of Sanford, Inc. -4- DATED this `� 4 day of 5�1� %EM " ?�� A.D. 1975. CITY OF SANFOR?, FLORIDA (Corporate Seal) y 1 By: Mayor ATTEST: City! C t s s STATE OF FLORIDA COUNTY OF SEMINOLE I HEREBY CERTIFY that on this day personally appeared the � u - ndersigned authority u_u_ me, + y h�� and �{ N /i4MM k before the Mayor and City Cler , respectively, of the City of ersons who lexeauted thelforegoiogpora tion, to me known to be the p instrument as such officers and they severally acknowledged the execution thereof to be their free act and deed as s officers such for the uses and purposes therein mentioned, and that they affixed thereto the official seal of said corporation, and that the said instrument is the act and deed of said corporation. WITNESS my hand and official seal at Sanford, County, Florida, thi day of G�^ , - -' JMy Commission Expires: /J /7J �I Notary Public,, Sta e. f o.r.i.3a STATE OF FLORIDA COUNTY OF SEMINOLE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the state and aforesaid mtowtakekackno - ledgments, personally app instrument known to me to be the person described in the foregoing l and he acknowledged executed the same freely and voluntarily for the purposes therein expressed. -5- C WITNESS my hand and officia seal at Sanford, Seminole aun Florida, this $ day of vl.. - -' Commission Expires: Notary Public, State of Florida at Large a e of Florida My Commission Expires July 9, 1977 terry Public, n• L E A S E THIS LEASE, Made this day of �. D. 1975, by and between MAYFAIR COUNTRY CLUB OF SANFORD, INC., ierein called the lessor, and JOHN WHELCHEL, herein called the .essee; W I T N E S S E T H: That in consideration of the covenants herein contained, on the part of the said lessee to be kept and performed, the said lessor does hereby lease to the said lessee, the following des- cribed real property, to -wit: Out Lot No. 1, less the North 230 feet, LOCH ARBOR, Country Club Entrance Section, plat Book 5, Page 72, of the Public Records of Seminole County, Florida. To have and to hold the same for the term of thirty (30) years from the _ day of A.D. 1975, the said lessee paying therefor the total rent of Three Hundred And N01100 Dollars ($300.00) at the rate of Ten And N01100 Dollars (($10.00) per annum, with the first payment due and payable on 1975, and all subsequent payments being ldue on the the said term. 1. day of of each year thereafter, for Lessee hereby covenants that the leased property is to be used for the construction and operation of a Tennis and Swim Club. 2. Lessee hereby acknowledges that this Lease is subject to the terms and conditions of that certain Lease dated October 11, 1949, and entered into, by and between the City of Sanford, Florida, a municipal corporation, and Hugh C. Whelchel and J. A. Ponder, as said Lease was modified by Modification and Consent Agreement, dated November 5, 1965, and entered into, by and between the City of Sanford, Florida, and David M. Whelchel, and as said lease has further been amended and may be further amended from time to time by the City of Sanford, Florida, and lessor and /or lessor's assigns or corporate successors. 3. It is agreed by and between lessee and lessor that all title to permanent improvements placed upon the leased premises by lessee shall vest in lessor upon expiration of this Lease. Further provided, however, that upon the expiration of this Lease, lessee may remove from said premises all trade fixtures and improvements which may be removed from or detached from the leased premises without doing substantial damage to the leased premises. 4. It is agreed by and between lessee and lessor that if and in the event lessor shall sell its rights pursuant to any lease or agreement which lessor may have now or in the future with the City of Sanford, Florida, a municipal corporation, that lessor or lessor's successor in title, at its option, may purchas all of lessee's improvements and lessee's lease for a fair ma value to be determined at the time of the exercise of option by lessor or lessor's successor in title by an M.I.A. appraisal. Further, provided, that if and in the event lessor or lessor's successor in title desires to exercise its option, notice of intent to exercise option must be given to lessee in writing at lessee's designated address not _Less than sixty (60) days from any closing between lessor and lessor's proposed successor in title. Further, that if and in the event the anticipated closing does not occur and, in fact, a prospective sale of lessor's interest to a third party is, in fact, not consumated, then and in that event, lessor or lessor's successor in title or prospec- tive successor in title shall have no rights under this option. -2- Further provided, however, that a failure to exercise option by - consumation of a sale between lessor and a third reason of non party shall not extinguish this right of option. 5. That lessee will pay all taxes, fees, charges, and premises by the State of assessments levied against the leased Florida, the County of Seminole, the City of Sanford, and any other governmental agency. 6. That lessee shall have the right to freely assign this lease at any time to any corporation, partnership, limited any other business entity partnership, sole proprietorship, or wherein lessee is a partner, the sole proprietor, a stockholder or holds any other interest and wherein said business entity is created for the purpose o f construction and operation of a Tennis and Swim Club upon the leased property. Said assignment shall be subject to approval of lessor, which will not be unreasonably I withheld. 7, The lessee will make no use of the leased premises which is contrary to the law and inconsistent with the proposed use of said leased property as hereinabove stated. WITNESS our hands and seals this day of A.D. 1975. MAYFAIR COUNTRY CLUB OF SANFORD, INC. (Corporate Seal) By:_ President ATTEST: Secretary JOHN WHELCHEL Witnesses as to lessee STATE OF FLORIDA COUNTY OF SEMINOLE 7 I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared w; to me to be the President and Secretary, respectively, of the corporation named as lessor in the foregoing Lease, and that they severally acknowledged executing the same freely and voluntarily under authority duly vested in them by said corpora- tion and that the seal affixed thereto is the true corporate seal of said corporation. WITNESS my hand and official seal in the County and State last aforesaid, this day of , A.D. 1975. Notary Public, State of Florida My commission Expires: STATE OF FLORIDA COUNTY OF SEMINOLE I HEREBY CERTIFY that on this day, before me, an office duly authorized in the State and County aforesaid to take acknowledgments, personally appeared JOHN WHELCHEL, to me well known and known to me to be the person described in the foregoing Lease'as lessee, and he acknowledged executing the same freely and voluntarily for the purposes therein expressed. WITNESS my hand and official seal in the County and State last aforesaid, this day of _ A.D. 1975. Notary Public, State of Florida My Commission Expires: -4-