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1. 04/20/2005 Consent to Assignment eleltl 111IIe eireul eoun Danny L. Kolhage Office (305) 292-3550 Fax (305) 295-3663 Memorandum To: Dent Pierce, Director Public Works Department Attn: Beth Leto Isabel C. DeSantis, Deputy Clerk '? Wednesday, June 01, 2005 From: Date: At the BOCC meeting on April 20, 2005 the Board granted approval and authorized execution of the following item: Consent to Assignment of Lease between Monroe County and Conch Cruisers, Inc., Assignor, and Francis 1. Gonzon, Assignee, to lease approximately 3,928 square feet of restaurant space at Higgs Beach in Key West. Enclosed is a fully executed duplicate original for your handling. Should you have any questions concerning this matter, please do not hesitate to contact this office. Copies: Finance County Attorney ./ File CONSENT TO ASSIGNMENT OF LEASE This Consent to Assignment is entered into this 20th day of April, 2005, by and between Monroe County, a political subdivision of the State of Florida, hereafter County, Conch Cruisers, Inc., hereafter Assignor, and Francis J. Gonzon, hereafter Assignee, the parties agreeing as follows: 1. The County leases approximately 3,928 s.f. of restaurant space at Higgs Beach, Key West, Florida, through an Agreement dated August 12, 1998, hereafter the original agreement, and renewed on July 17, 2002 for one five- year term commencing August 12, 2003, with an additional five-year extension commencing AugUst 12,2008, at the Lessee's option. The original agreement has been modified to reflect changes in rent and other obligations on May 16, 2001, July 15, 2003, May 19, 2004, and July 14, 2004. The original agreement, modifications and renewal agreements are attached and incorporated into this Consent to Assignment. 2. Paragraph 7 of the lease provides that the Lessee may elect to sub-lease or /assign the lease agreement only upon the previous written consent of the Board of County Commissioners for Monroe County. i 3. The Assignor and Assignee have entered into a contract for sale/purchase of the restaurant business which contract includes an assignment to Assignee of all the Assignor's rights, title and interest in the lease. 4. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of the original agreement, as previously amended. IN ~~~':,~EREOF, the parties have set their hands and seals as of the date first wti~Q.~'~~ ~t~". \.~'5-'0 y ~~" ....l. ~~ it' J (/ \ \ V /,,;~\,.f::'~ IldSEAh) \ \ ,'f', '. ,:"vr HATTES~ tOANNY:l1.. KOLHAGE, CLERK ~:'\~; \c/</}i&!J, . \~~. .,J~f:/~i ~ ',\>"~, "Dep~;"Clerk BOARD OF COUNTY COMMISSIONERS OF MO~E .cO~, FLJ7>RI9A A,/J/" ///. ~a.U BY: Mayor Dixie M. Spehar L awn Parinello -PI0\- ~~ ~ MONROE COUNTY OVED AS LESSEE FRANCIS J. GONZON BY~ / ran' . Go Deputy Clerk By: ~if (~~~-'- CONCH CRUISERS, INC. BY.~ M~ .,J;'.;HUl: CO~;Ij! AI1<",_ A':.PPOVEO AS . ,-!R CONTRACT AMENDMENT Salute Restaurant at Higgs Beach This Contract Amendment is made and entered into this May 19, 2004, between the COUNTY OF MONROE and Conch Cruisers, Ine. in order 10 amend the agreement between the parties dated August 12, 1998, as amended on ~Iy 17, 2002, and Renewal Agreement dated July 15, 2003, copies incorporatecf hereto 101: Jefereooe, as follows: 1. In accordaooe with Article 2. of the July 15, 2003 Renewal Agreement: "The Lease al1'1Old shaD inaease by the Consumer Price Index (CPI), National Index for Wage Earners and Clerical WoIfceIS. and $haD be based upon the AmuaI Avenage CP, compuIation from Jamary 1 through December 31 of the previous year. The CPt increase shall be catculated for each additional year for the fNe-year period. 2. Rent, therefore, payable to Monroe CotI'lIy, shall inaease by 1.9% from $5230. 71 per month to $5330.09 per month ($99.38 per month addIionaI). In aU oIher respeds, the original agreement between the parties dated August 12, 1998, as amended on July 17, 2002 and Renewal Agreement daIied July 15. 2003, ~ i'I fuR form and effect. ,//&~=:.~.<.,..,. ..' VVHEREOF, the parties have heleunto set their ha1ds .-let seal the day ,~~'~. ~'wriIMn above. il 0. /~"'f.' < ..\\,U___ fiJJ;/' ,.,co \. j;" ,'" ~:\\ ~I '\.'\. ~ ~., ... ~~ IrZI "{-~-"'''' ~.-,~'-f;j ..~: \ 0 \ ;' ~ -e;1~t:~~r;~ t/i ,?- / -~'" '~L. KOLHAGE, CLERK " ' ~Z? ,-,-.-;" '",-, -. ~k~'" ,n "i::..,....., ~~" Pi-.~ __~'~:'.' ~G~ ~~ Witness BOARD OF COUNlY COMMISSIONERS OF MONROE COUNlY, RORIOA By: J'/t-.;; (~ RENEWAL AGREEMENT (Salute' Restaurant at Higgs Beach) This Renewal Agreement is made and entered into this July 15, 2003, between the COUNTY OF MONROE and Conch Cruisers, Inc. in order to renew the lease Agreement between the parties dated August 12, 1998,as amended on July 17,2002, copies inoorporated hereto for reference, as foHows: 1. In accordance with Article 1. of the July 17, 2002 Lease Amendment, the Lessee exercises the option to renew the lease .for the first of two (2) fIVe-year terms; the first to commence on August 12, 2003, and'terminate on August 11, 2008. 2. The Lease amount shall increase by the Consumer Price Index (CPI), National Index for Wage Earners and Clerical Workers, and shall be based upon the Annual Average CPI computation from January 1 through December 31 of the previous year. The CPI increase shall be calculated for each additional year for the fIVe-year period. 3. Rent, therefore, payable to Monroe County shall increase by 2.4% from $5108.12 per month to $5230.71 per month. In all other respects, the original agreement between the parties dated August 12,1998, remains in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal the day and year first written above. (Seal) . Attest: DANNY L KOLHAGE, CLERK By: r:L..L.JO. A\g~ Deputy Clerk ~-dU/10~~~ r Wftness ~~ BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA BY:.I)# >n ~ Conch Cruisers, Inc. ~~~j e~~.Lj- Dawn rrinello, P esident LEASE AMENDMENT (Salute' Restaurant at Higgs Beach.) THIS Amendment is made and entered into this ] 7fh day of July 2002, between the COUNTY OF MONROE and CONCH CRUISER'S INC. in order to amend the Agreement dated August ]2, 1998, (a copy of which is incorporated hereto by reference) as follows: 1. Revise paragraph 3 of the Lease to provide Lessee the option to renew the lease for two additional five (5) year terms; the first to commence, at Lessee's option, on August 12, 2003 (as pres~tly provided in the lease); and the second tenn to commence, at Lessee's option, on August 12, 2008. 2. Revise paragraph 6(A) of the lease to provide: (1) Lessee shall be entitled to close the restaurant for three (3) weeks, between the dates September 16 and October 15 of each year; and (II) Public restrooms shall be opened at 7:00 am. and close at 11:00 p.m., Monday - Sunday, including holidays, pending change in County Ordinance #13.5- 3(2)(C). 3. In all other respects, the original agreement between the parties dated August 12, 1998, remains in full force and effect. A~::;::l.NWITNES.. S WHEREOF, the parties have hereunto set their hands and seal, the day and ~..c::;':""'" I -.'.". ~. %~. -;.' ~. '"tten above. I.,t" ~ ,..."." ;;i..~:_ 'i"~~ ~''''';;\';'' t ....(A"(J'!t. rl... .. ;u I ;~"r-;,. ".:.~~,,~. .~~ :"; ,..... \ tff i.,- ...... \ , ". ,,' ."... ;' \~r ~. ~~:---.~.\ '~"':'-;'I' ;'~' - \\ .-;,. ~.' \.(Cii';;',. )~c.. '. ~tt,..'t?.~ ". \~:'~;Attest: DANNY L. KOLHAGE, CLERK ~..,.--- G.~ BOARD OF COUNlY COMMISSIONERS OF MONROE COUNTY, FLORIDA - ; ,,' . .' : By: w~~c~~<1?ers, roc. CONCH CRUISERS, I~>J / B~ J1(~?s- wn Pamnello, President ~~--- - ~f'I.~' . _/w'l~~ conch~ Inc. rr I I: I" 1m' ~U! ... THIRD ~MENT TO LEASE ASREEJ.\fm: . (Higgs Beach Concession/Restaurant) THIS LEASE AMENDMENT entered into the I fofn day of IV\.A}' , 2COl, by and between the Board of County Commissioners, Monroe County, Florida (lessor) Clnd Conch Cl"'Uisers, rnc. (lessee). WHEREAS, fh~. parties did enter into a lease en August 12, 1998; ond WHERE' AS, said Lease has bu."l amended twice: aJ'ld WHEREAS, said Lease provides in Parograph 6(0) to open pl.lbli:: re.strcoms frcm 7 A.,y. to SUl'\Set seven days a week year round, il1Cluding holidays; and WHEREAS, paragTClph 6(c) of the Lease provides for lessee to Frovide fuff janitorioi services for the publ:c restrooms including. providing all jGnitorial-suppliu and paper products; and WHEREAS, said jOl'litorioJservicu are to be provided on a daily basis 'to ensure rest rooms ore c1eon and sanitary; and . WHEREAS, said Lease maw no separate. provision for adjustl1lUlts or action o.her tha."l te:-mination of the Leese for breach of covenants under Paragraph 5, which conditions lessee's possession upon performance and ob~n;clnce of Lessu's covenants; and WHEREAS, soid Paragraph allows the County to maintain the proj)erty but does !'lDt provide any pMGJry tor lessee's faIlure to do so; ana WHEREAS. I':lltnerous comploin~s and bad inspection reports hove been generated os a result of Lessee's failure to keep ~he restrooms open the. requisite number of hours and fail~~ to keep the public restroom c.:ccn and sanitary: and WHEREAS, the County deems it necessary to the Sanitation of the pUblic restrooms. thereby affecting public health and safety, to cleon the restroof'1S; and WHEREAS, lessee is willing to relinquish responsibility for the public restrootn$ and increase the tnorlthly rental fee to cover lhe County':; cost of assuming such responsibility; now, therefore IN CONSIDERATION of the promises contained nerein, the lease dated August 12, 199B. as previously omended, is hereby amended as follows: 1. Paro9~aph 1 is Ql1\ended to read; This Lease. evidences the grants, covenants and agreements mode between the parties with reference to the followil1g described premises and as further iduttified in Exhib,; A. Clarence S. Higgs Memorial Beach, Key West, Florida - incjudlng exclusive use of restcu~ont foditics ana' storQge creas, to hove the exclusive righ+ to provide and Inaintai!'l Q fuil ~ervice concession/restaurant Sl..l~h os furnishing food and beach concession ot Clarerece S. Higgs Memo:'iol Beach and maintain all equipment necessary for the operation of these fociJ:+ies. ~'d fiC;c;lo-?f>?-C;nF': s\<..Jom ~tTCln..J pnn . n,. .. _. ..._ ... Z. Paragraph 4 shall be amended to provide., os of the date of this Agreement, that monthly rent snail be incnr.ased by the StIrn of $1 . 162 . DO per month to cover the cost of the County providing janitorial services aild opening and closing th~ public restrooms. 3. Paragraph 6(0) shaJl be amended to delete the second sentence, such that the subp4l"Cgr'aph prOVIdes only: To keep open such concession/restaurant Monday through StI"lday, including hoiidays, from 7 AM to 10 PM, Qnd shall not exceed tr.e established beach hours specified in Monroe County Code, Sec. 13.5-3(Z)(e). . .9 t 4. Paragraph ~(c) shall ~e deleted. 5. The remaining provisions of the original lease agrument between tl'le parties dated August l2,-1998. as previously amended, not inconsistent herewith, remain in full force GI'1d effect. cOQ ESS WHEREOf, the parties hereto have CC1tISed thuc presence to be execUted os of the above" written. BOAR!) OF COUNTY COMMISSIONERS /' MONROE COUNTY, fI..OlUDA ~~.e I~~__r Mayor/Chairman ~ CONCH CRUISERS, INC. ~~!:l!!;~~ 'CZ!7.4/7a11r!6V'.,{~~ Witnesses JdleGsecor.ch3 2 I. . d RCCf. - .'~~" cnc- C'~ In_ .......T T_."" I f' SECTION THREE NEGOTIATED LEASE AGREEMENT THIS lease, entered into on the 11th day of AU2ust. 1998, by and between the BOARD OF COUNTY COMMISSIONERS, MONROE COUNTY, FLORIDA (Lessor) and .Qmkh Cruisers. Inc.. Sa) Parrfne))o (Lessee), whose address is 1601 Bahama Drive. Key West. Florida. 33040. The parties ~o this lease hereby agree to the following: 1. This lease evidences the grants, covenants and agreements mad~ between the parties with reference to the following described premises and as further identified in Exhibit "A". Clarence S. Higgs Memorial Beach, Key West, Florida: including exclusive use of all existing facilities, restaurant, bath house, and storage areas, to have the exclusive right to provide and maintain a full service concession/restaurant, such as furnish food and beach concessIon and provide janitorial services to the public rest rooms inclusive of opemng and closing and supplying paper products at Clarence S. Higgs Memorial Beach and mamtain all equipment necessary for ~e operation of these facilities. 2. The Lessor hereby grants to the Lessee the exclusive right and privilege of operating and maintaining a full service concession/restaurant at Clarence S. Higgs Memorial Beach, Key West, Monroe COWlty, Florida, for a term of five (5) years, said concession/restaurant to be located at the concrete building noW situated upon said beach, and in as is condition. Square footage allocations shall be limited to the interior and enclosed patio area as referenced in Exhibit "A". The Lessee may exercise an option to renew this lease fot an additionaLfive (5) years with written consent of the Boar~ of COWlty Commissioners, by giving Lessor -,vritten notice of their intention to exercise said option within sixty (60) days previous to the expiration of the original five (5) year term. The Lessee, in consideration of the foregoing rights and privileges, does hereby covenant 3. A AfL l. 4. with the Lessor to pay rental fees as follows: year one (1).: Monthly rent $4,583.33 ($55,000.00 per year) years two (2) thru five (5): Monthly rent $4,910.00 ($58,920.00.per year) The contract/agreement (lease) amount agreed to herein may be adjusted annually in accordance with change in the Consumer Price Index (CPI), National Index for Wage Earners and Clerical Workers, and shall be based upon the annual average CPI computation from January I through December 31 of the previous year. A. Upon execution oftliis lease and prior to. the Lessor's delivery of the premises to Lessee, Lessee shall deliver to the Lessor the sum of $5083.33, for the first month's rent and damage deposit of $500.00 and an irrevocable letter of credit from a local ban..~ in the amoWlt of 54,910 for the last month's rent. Lessor shall not be required to post bond securing said advance rent or deposit. ., Of'; B. The first month's rent, paid in advance, shall be for the month of October. 11 .l.228. Rent shall be due on the first day of each and every month thereafter, rent being payable in advance during the tenn of this lease. Lessee may assume occupancy as of August 13.1998 for the purpose of coordinating demolition and renovation improvements, conditioned upon his full compliance with all tenns of this lease, inclusive of insurance coverage effective as of said date. In addition to the foregoing rental payments, the Lessee covenants and agrees ~ith the Lessor to pay State taxes, if any, and all utility charges, including but not limited to electric, water, sewer, and solid waste at said concession/restaurant, which shall be a result of the operation of the facilities granted under this lease. The Lessor reserves the right to terminate this lease for non-payment of rent by the Lessee for a period of fifteen (15) days or more. S. In connection with the above demised properties, the Lessor covenants with the Lessee that conditioned on Lessee's performance and observance of Lessee's covenants herein, Lessee shall have quiet enjoyment andpeaceable possessIon of the premIses during the tenn of this lease. In the event the county elects to maintain and,or improve its properties In the vicinity of the leasehold herein, either by necessity, or by choice, such activity will not be considered as a breach of any covenant of this lease. 6. Lessee further covenants and 'agrees as follows: A. To keep open such concession/restaurant Monday-Sunday, including holidays, from 7 :OOAM-I 0:00PM, and. shall not exceed the established beach hours in as specified in Monroe County Ordinance 13.5-3 (2)(E). . Public rest rooms shall be opened at 7:00AM and closed at sunset, Monday-Sunday, including holidays, In accordance with Monroe County Ordinance 13.5-3(2)(C). . ' B, To furnish the necessary equipment, furnishing and fixtures needed to operate the concession/restaurant. All moveable equipment and furnishings shall remain the property of the Lessee and may be removed from the premises by Lessee at the termination of this lease agreement, with Lessor's consent. If Lessee fails to remove said moveable equipment or furnishings within ten (10) days after tennination of this lease, said items shall then become the property of the Lessor. Lessee shall provide full janitorial services for the public rest rooms inclusive of providing all janitorial supplies and paper products. Janitorial service frequency shall be on a daily basis to ensure rest rooms are maintained clean and sanitazy. Rest rooms are to be inspected during the regular business day to ensure supplies are available and facility is clean and properly sanitized. Lessee shall maintain a City and County Occupational License during the period of this lease. Lessee agrees to keep the leased premises in a safe, clean, and well-maintained order at no expense to the Lessor. This provision is to be monitored by the . Director of Public Facilities Maintenance or his representative. Lessee agrees to operate his business in a business-like manner. c. D. :~; E F. , i It is altreed b . ' 'h ~ y tne parnes ereto that Lessee may eiect to sub-lease or assIgn the lease agreement only upon previous written consent ofllle Board ofCour.ry Co:r.:mssioners for \.10nroe Count\-. The terms of this a"'" h ." b' d' . ' ~eement s .aL tJe :n mg on the ~ei~s, exec:.:tors. admli:lsr:-alors. sub-lessees and assigns of Lessee \I,';'j-I. s:'all not be' - . . t ... "'. j. ur:rea~o::aOlY wIthheld. IllS hereby covenanted, stipulated and agreed by and be.......een the partIes hereto that there shall, during the said demised term, be no mechanic's liens upon the concessIon/restaurant or Improvements thereto; in case afany attempt to place a mechanic's lIen on premises, the Lessee must pay off the same; and that if default in pa}-ment thereof shail continue for :hi=':' (30) days after written notice, said Lessor shall have the right and pnvtlege, at Its optIO:'. to pay off the same or any portion of the same, and the amount so paid, including expenses. shall, at t;,e option of the said Lessor, be so much additional rent due from saId Lessee a: the next rent due after such payment, with interest at the rale estaoilshed by the Comptroller under Sec. 55.03, F.S., for the year in which the payment oecame overdue ~othmg :n thIS paragraph is to be re~d as a waiver or authorization by the COi.:nty of:ts constltutlonal and statutory immunity and right to have its property free of s:.;ch ilens. Alcoholic beverages may be sold within the enclosed restaurant and patio only, upon acquisition and maintaining proper licenses from local, state, and federal agencies. No , carry-out sales of alcoholic beverages is permitted. Sales and consumption of alcoholic beverages must cease by 10:30 P.M. 10 Enrer:amment may be provided only in the enclosed restaurant and patIo area. Any s 9. enter.amment must be acoustic soft background rr.USIC and must cease by 10:30 P.M, I! Lessee shall be responsible for and provide all licenses required by ail local, state and fede;a! agencIes, including Department of Health. 12 It 15 expressly covenanted between the parties hereto that the Lessee w!!l not use, suffer nor penmt any person to use in any manner whatsoe,~'er the said demised property, nor any 1'O:\lon thereof. for purposes calculated to injure the reputation of the prem:ses or of the ,;eighbonng propert)'. nor for any purpose or use :n VIolation of the laws of the UnIted S,3:e;, 0~ of the State of Florida, or of the ordinances of Monroe Coun!}', Flonda and that :;,e Le:;see will keep and save the Lessor forever harmless from any penalty or damage or c ;,a,ges lmposed for any violation of any said laws, whether occasIoned by neglect of Lessee. and that said Lessee will indemnify and save and keep hannless the Lessor against and from any loss, cost, damage and expense arising out of any accident or other occu..ence. causing injury to any person or property whomsoever or whatsoever, and due directly or mdirectly to the use of the premises, or any part thereof, by the Lessee. !! .s fur.her agreed that in no case shall the Lessor herein be liable, under any express or lmp::ed covenants in this lease agreement, for any damages whatsoever to the Lessee t-eyond the rent reserved by the L::ase agreeme:1t accruing, for the act, or breach of co....e:iant. ror which damages may be sought to be recovered against said Lessor, and that m the event said Lessee shall be ousted from the possession of said prope;"t}' by reason of arty defect in the title of said Lessor or said Lessor's authority to make this lease 3g-;ee:;.en:. said Lessee shall not be required to pay rent under this lease agreement while 1 ~ .~ i4 he IS so deprived of the possession of said property, and that said Lessor shall not incur any Jiabiiiry of such ouster. · It IS fi.:rther mutually covenanted and agreed between the parties hereto :hat:1o waiver of a breach of any of the covenants of this lease agreement shall be construed to be a wai\'er of any succeeding breach of the same covenant. The Lessee hereby covenants and agrees that he, his agents, employees or othe~'lse shall observe and obey all lawful rules and regulations which may from time to tlme dunng th.e tenn hereby promulgated and enforced by the Lessor at said beach. The Lessor reserves the right herelMder to enter upon the premises at any reasonable time during nonnal beach hours for the purpose of inspecting said premises, and the Lessee hereby agrees to keep the premises at all times in a clean and sanitary condition, and not to mamtam or keep upon saId premises any properties or eql.Hpment not used in connection with the operation of said business, unless authorized by the Lessor to do so The Lessee agrees not to make any major alterations to the buildmg ioeated or. sale premises. ",ithout first obtaining written consent of the Lessor to do so, whIch w,l! :iot be unreasonably withheld. Such alterations shall be based on plans approved by the Director of Faciiities Maintenance and shall be subject to all City and County Code provisions governing construction. Lesse~ shall be responsible for obtaining any penmts required by is. i6 I":' any governmental agency. 18. The Lessee shall be responsible for maintaining the strUcture, The Lessee will keep the premises clean at all times and must meet all requIrements for food handling as required by the Monroe County Department of Health. All site improvements shall be pre- approved by the Monroe COlMly Board of COlMly Commissioners. 19. The Lessee shall be responsible for applying and obtaining all penn-its necessary by all !ocaL state. and federal agencies. 20 Lessee covenants and agrees to indemnify and hold hannless Monroe County Board of County CommisSioners froin any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages. and expenses (including anomey's fees) which arise out of, in con~e~::cr: w::h, or by reason of the Lessee utilizmg the ?roperty governed by thiS leaserer:tai agreement. The extent of liability is In no way limited to, reduced, or lessened by the rnsW"ance requirements contained elsewhere within this agreement. 21. All property of any kind that may be on the premises during the continuance of this Lease shall be at the sole risk of the Lessee, the Lessor shall not be liable to the Lessee or any other ::lerson for any injury, loss, or damage to property to any person on the premises. , In the event that the demised premises, or the maj or part thereof are destroyed by tire, stonn. or any other casualty, the Lessor at its option may forthwith repair t..:"e damage to such strUcture at its own cost and cxpen~e. The rental thereon shall cease :.uml .he completion of such repairs and the Lessor will immediately refund the pro rata par.: of any rentals paid in advance by the Lessee prior to such destrUCtion. Should the premises be only partly destroyed, so that the major part thereof is usable by the Lessee, then the rental shall abate to the extent that the injured or damaged parr bears to the whole of such premises and such injury or damage shall be restored by the Lessor as speedily as is practicable and upon the completion of such repairs, t..'1e full rental shall commence and the Lease shall then continue the balance of the ter.r:. 23 All written notices pursuant to this lease shall be forwarded to the foilowmg addresses: Lessor: Lessee: Monroe County Public Works C;onch Cruisers, Inc. Facilities Maintenance Department Sal Parrinello 3583 South Roosevelt Boulevard 1601 Bahama Drive. Key West. Florida 33040 Key West, Florida 330~0 22. 24. If any dispute concerning this lease should arise between the Lessor and Lessee anc which results in litigation, the prevailing party shall be entitied to payment oi ItS reasonabie attorney's fees and costs associated with said litigation from the losing parry. 25. The Lessee will be responsible for all necessary insurance coverage as mdicated on the attached fonns identified as Gm.. GL; WCI, VL, GLLlQ, ARP, and all other requirements found to be in the best interest of Monroe County, as may be imposed by the Monroe (Cu..,ty Risk Management Department. All insurance required Cfoverages shall actively be r.'lai:1tamed dunng the lease tenn. 26. This lease shall be governe~ by the laws oithe Sta~e of Florida. Venue for a.1Y disputes ansmg under this agreement shall be in a court of competent jurisdiction In Monroe Cou..,ty. Florida. 7'/~~ (1,,~ Wime t:/ .... .'~~ . "~: - ~...... " -. .. -'.: OI..T$o'chc. \ .t.', t>i~~c- 'f;: (qZ ' . o. ....,r. j ) \ ~ b ri7 i ! 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It ~ ,., I .su.la 1('0'( .. l'-Ol' eo'!,") ~T 10 !.uJ-L ~~ ~~ \ I,. r: "' . . . -..... ~~.. .. - ..". .. THE SMITH LAW FIRM A PROFESSIONAL ASSOCIATION 333 FLEMING STREET. KEY WEST, FLORIDA 33040 WAYNE LARUE SMITH, MBA, JD ALSO ADMITTED WASHINGTON, DC April 5, 2005 SETH D. CORNEAL VIA HAND DELIVERY Ann Riger Monroe County Public Works 3583 S. Roosevelt Boulevard Key West, Florida 33040 RE: Salute Restaurant at Hi22S Beach Dear Ms. Riger: Thank you for taking the time to speak with me regarding the proposed assignment of lease for the Salute restaurant facility. As you requested, I enclose a copy of the Purchase and Sale Agreement. We will deliver next week documentation of the creditworthiness and business characteristic of the proposed assignee, Francis J. Gonzon or a newly formed limited liability company to be solely owned by Francis J. Gonzon. Please place the request for approval of assignment of lease on the April agenda for the Monroe County Board of County Commissioners. Thank you for your assistance. Sincerely, ~Z 0 a e a ue Smith WLS/lpd Enclosure Z:\DOCS\ 1400102104-05-05 riga lella.doc TELEPHONE: (305) 296-0029. FACSIMILE: (305) 296-9172. TOLL FREE: (800) 800-3497. E-MAIL: TSLF@THESMITHLAWFIRM.COM Commercia' Contract FLORIDA ASSOCIA 110N OF REAlTORS4j) 1* 1. PURCHASE AND SALE:EBNl.~GmR.J2lJ..A_Ngm'"i~!UJ..J;.iWlJIOR~s.sISiIJCL_. . .._.____ ("Buyer") 2* agrees to buy and -------_.______. DAWN M. ~EN.L__QBA CO..JJ.CH CRVlSEfflt_!M:.,_______ _.__ _____ __. \Seifer") 3* agrees to sell the property described as: Street AddresS:1_~.A~~KE.Y~~~B._~~__._. ___.'_ --____n._ 4- 5* legal Description: eJl~OPPORTllNITV ONLY..~M.IDF &;s.rAURANT _..._ n__ -----~- _. ~_.._-... .__._~----...- --"- -.-. s. ... ----..... ..~~.-..- ---. -. .-....-. -..~ '-'._"-"'~"-'---"--'~------",-- -~- 7* and the following Personal Property: E.QflI1!.MElJLBl81JJIY~I.!B~J.NJlEJJI!JBY...M.$.HQW#j_ IN.W_ 8* ENT1RIffX..._S.~T_TO COII~L!1iL___._._ ______________._____ n_.______.__._____.___. 9 (all Collectively referred to as the "Property") on theterm& and conditions set forth below. The "B'fective Date" of this Contract is 10 the date on which the last of the Parties signs the latest offer. TIme is of the essence in thisContract. Tune periods of5 11 days or less Will be computed 'Nithout incIucing SattnIay, Sunday, or natior~ legal holidays and a1y time period ending on a 12 Saturday, Sunday or national legal haIiday wiD be extended until 5:00 p.m. of the next business day. 13* 2. PURCHASE PRICE: $4S5LlJfHUl!L_.__.._.. _ 14* fa) Deposit held in escrow by -~"'_CNlDENAS l;$CROW A.c;J:;QUNT _ 15" (b) .U.dditional deposit to be made within '__ __~_ days from Effective Date 16" (c) Totai mortgages (as referenced in Parlayfaph 3) 17* (d) Other: N!IL -__n_ "-"'-~"--- --'-~--. .... _._. $ 24..1'J!1JM1JL .______ $ 2A..@.Q{!.___ $::f2:._.... _..._. ____.__ $- 18" fe) Balance to dose. subject to aqu&bucubJ and prorations, to be made VIith cash. locally drawn .9 certified << cashier's check or wire transfer. $44....~,fJ!!__ ___.. ~O" 3. THIRD PARTY ANANCING: Within .IlVA days from Effective Date ("Application Period1, Buyer will, at Buyer"s expense, apply for .1* third party financing in the amount ot $---__NIA___.<< . ___ % of the purchase price to be arnortizedover a period of I!I(~_. 2* years and due in no less thanlilA.. years and with a fixed interest rate not to exceed 0 ___.____ _ % per )'ear or variable interest me not 3* to exceed CJ JJlIL % at origination with a lifetime cap not to exceed _ % from initiat rate, with additiunaI terms as follows: 4* 5 Buyer will pay for the mortgagee title insurance policy and for all loan expenses. ~r will timely provide any and all credit. ) empJoyment, financial and other information reasonabfy required by any lender. BuyerwiJl notify SeUerimmediatefy upon obtaining 1"* financing or being rejected by a lender. If Buyer, after diligent effort, fails to obtain a written commitment \\flhin _f!IA. days from ~ Effective Date ("Financing periocr). Buyermay cancel the Contract by giving prompt notice to Seller and Buyer's deposit(s) will be ' ret:yt:,", accor-.:e_ ~ 9. · &ye, L-.J '"'" -~ L-.J """'-edge receipt of a __ of_ page, which.. page 1 of 5 p_. :..2 101997 Aorida Association of REAlTORSli) All Rights Reserved ,.. ...-. _11'171 IICD UIO ~ ~ll1lU dIlU Will \NII"'==Y l/li:lfl\tKi:IDIe DOe [0 me t"I'Opefly f1'/ U staUtOry warranty aeeo 32* ~. Other A$.$1li1JA1N J: LEASE . free of liens. easements and enct.mbrances of record or known to Seller 33 but subject to property taxes for the year of closing; COlIeIlaI1ts, restrictions and public utility easements of record; and (list an) 34* other matters to which title 1M'1 be subject) NlA 35* _ 36* prO\/ided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property as 37* !IS_~.J..EGAL USE 38* (a) Evidence otTilie: Seflerwlll. at (check one) 0 Seller"s 0 Buyer"s expense and within _ days 0 from Effectille Date 39* 0 prior to Closing Date o from date Buyer meeIs or waives financingconfi,y:rdcy inParagraph3. derIVer to Buyer (check one) 40* 0 a title insurance commibnent by a Florida licensed title insurer and. ~ Buyer recording the deed. an owner's policy in 41 the amount of the purchase price for fee simple title subject only to exceptions stated above. 42* 0 an abstract of title. prepa. ed or brought anent by an existing abstract firm or certified as correct by an existing firm. 43 However.if such an abstract is not available to Seller.then a prior owner"s title policy ~ to the proposed insurer as 44 a base for reissuance of COIIeI'age. The prior policy Mil include copies of all paIicy exceptions and an update in a format 45 acceptabIetoBuyerfromthe policy effective date and certified to Buyer or Buyer's closing agent together tMth copies of all 46 documents recited in the prior poficy and in the update. 47 (b) Title Examination: Buyer will. within 15 days from receipt of the evidence of title deliver written notice to Sener of title 48 defects. TrUe wiD be deemed acceptable to Buyer if (1)Buyerfails to deliver proper notice of defecIs or (2)Buyerdelivers proper 49* written notice and Sellercures the defects within _ days from receipt of the notice ("Qntive Period"). If the defects are 50 cured within the Curative Period. closing wiI occur within 10 days from receipt by Bu,er of notice of such ewing. Seller may 51 eJect not to ewe defects if Seller reaso.l8blf beIieIIes any defect cannot be ctnd within the QntNe Period. If the ~ts are 52 not Cl.I'ed within the CUrative PerIod. ~r will h;Ne 10 days from receipt of notice of SeIIer"s inability to cure the defects to 53 eleclwhethertoterminatethisConlractoraccepttitlesubject to existing defec~ and close the transaction \Mthout reduction in 54 purchase price. The party who pays for the EMdence d title... also pay related title service fees including title 81d abstract 55 charges and title exarlliuatkHL 56 (c) Survey: (check applicable provisions below) 57* 0 Seller wiI. vWthin - days from Effectiw Date, deIiwer to Buyer copies 01 prior Stneys. plans. specificatioos, and 58* engineering documenIs. if any. and the following documents relevant to this baa-.1ib.a: 59* . pi ep.!ih:d for SeIer or in Seller's 60 possession. which show all currently existing structures. 61* 0 Buyer will, at 0 Seller"s 0 eu,e.... expense and tlithin the time period aIb...ad to deIiwlr and exauiltae title evidence, 62 obtain a current certified survey dthe Property from a registel6d smwyor. f the survey reveals encroachments on the 63* Property or that the irnprcMments 81'" udI on the lands of _lOtI_ , 0 Buyer wBI accept the Property with existing 64* encroachments 0 such encroachments .. constitule a title defect to be cured ... the Clr.Itive Period. 65 (d) Ingress and Cgle.-: Seller web I cads that the Property presently has ingress and egress. 66 (e) Possession: Seller wiD derJVel' POSsession and keys for ~ locks and alarms to eu,er at closing. 67* 5. CLOSING DATE AND PROCEDURE: This transaction YMI be dosed in ~ Cwlty. Aorida on 68* or before the JUNE 01 . ........ or within .1NA. days from EffectNe Date rClosing Date"). lI'IIess otherwise extended 69* herein. aSeller o Buyerwildesignate theclosingagenl 8uy'8randSelle.... Mthin --'- claysfromEffecthleDate, delNerto 70 EscrOWAget1tsignedinstructionswhichprcMdeforclosingprocedure.fan institutional lender is pI~'Y plI'ehasefunds,lender 71 requirements as to place. time of day. and closing procedures wi' control ower any conb-1 prcMsions in this Contract. 72 (a) Costs:Buyerwillpaytaxesandrecordingfeesonnotes.~ and finat,,~ug slab:.ne.~ and recording fees for the deed. 73 Sellerwill pay taxes on the deed and recordihg fees for doctI11ents needed to cure titlederects. f Seller is obligated to discharge 74 any encLmbrance at or prior to closing and fails to do so. Buyer may use p.rchase pI'"C)Ceedlt to satisfy the ena.mbrances. 75 (b) Documents: Seller will provide the deed. biD of sale. mec;hanic"s lien affidavit. assigllhn:::lIlb of leases, updated rent roll, 76 tenant and lender estowd letters. assignments of peslllL and licenses. correctM! instrumenls and IeI:ters notifying tenants of n the change in OWI'B'Ship/rental agent. r any tenant refuses to execule .. ~ 1eIter. Seller will certify that information 78 regarclng the tenanrs lease is correct. If Seller is a corpo. atiun, Seller will deIM!r a resolution of its Board of Directors 79 authorizing thesaleanddelNery of the deed and certifICation by the corporate Secretary certifying the resoIuIion and setting forth 80 facts showing the corweyance COo Wu.1.1S with the require-l_lIs of 1ocaI_. SellerwDI b . Dr.. S8Ct.I'ity deposits to Buyer. Buyer 81 1M~~ closing s~~ and notes. security a&Jh,~=.nerll$ and filla.k.819 $Wa.IlCIIbt. 82" ~ L-J and SeRer ~ L-J .......-. receipt dI . ""'" dI_ _ _ is _ 2 dI 5 p..... -- -- --~ -. -- ----.. --.- ,-, ..-----~.. -----.--..-, -..-. ------.-- ...- .-..-.....:;, '~"""'I"'" ....... ~ "ac:::R.IG """'~I' GIN t'I""'ClC.Q"I JerilCG:t u. wtU;:tU'Y UcI"t: .84* 0 as of : real estate taxes, bond and assessment payments assumed by Buyer. interest, 85* rents, association dues, insurance premiums acceptable to Buyer, opel aliona expenses and 86 If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous yearwiU be used with due 87 allowance being made for improvements and exemptions. Seller is aware of the follOlMng assessments affecting or potentially 88* affecting the Property: NlA 89 Buyer will be responsible for all assessments of any kind which become due and owing on or after Effectiw Date, unless the 90 improvement is substantiaDy completed as of Closing Date, in which case Seller wiD be obfigated to pay the entire assessment. 91 (d) FlRPT A Tax W"lthhoIdlng: The Foreign ImIestment in Real Property Act rFAPTAj requires Buyer to withhold at closing a 92 portion of the purchase proceeds for remission to the Internal Revenue Service f'lRS.jit Selleris a "forei!J1 person" as defined 93 by the Internal Revenue Code. The parties agree to comply with the provisions of FAPTA and to provide, at or prior to closing, 94 appropriate documentation to establish any applicable exemption from the withhokIng requirement If withholding is required 95 and Buyer does not have cash sufficient at closing to meet the withholding requiJ ement. Seller Will provide the necessary funds 96 and Buyer wiI provide proof to Seller thai: such funds were properly re.hilled to the LRS. 97* 6. 69CR0W: Buyer and Seller authorize STONES & CARDENAs 98* Telephone: ~~2 Facsimile: 305..2k57BB Address: m SIIIIONJ'Q1I ST. KEY WEST. 99* EJ.:J304iJ to act as "Escrow Agent" 100* to receive funds and other items and., subject to cIeal akoe, disburse them in accordance with the terms of ttis Contract. Escrow 101* Agent will deposit all funds received in . a non-interest bearing escrow CICCfU1t 0 an interest bearing escrow account with 102* interest accruing to N1A with Intel est disused (check one) 0 at closing 103* 0 at intervals. If Escrow Agent recei\les conflicting del.... or has a good faith doubt as to Escrow 104 Agent's duties or liabilities IDler this Contract. helshe may (a) hold the subject matter d the escrow LriiI the parties mutually 105 agree to its disbursement or lIlIiI issuance of a COt.rt order or decision of arbib.. detel..1Ih ing the parties' rights regal <Jh 19 the 106 escrowor{b) deposit the subject mailer of the escrow with the clerk of the circtit COtri having jurisdiction ewer the c1spute. Upon 107 notifying the parties of such action, Escrow Agent will be released from alliabiity eICcept for the duly to account for items 108 previouslydeli\W'8doutofescrow.lfa&censedreelestatebroker, Escrow Agent will comply with ~ provisions of Chapter 109 475, Florida Statutes. In any suit or ,.bibatiun in which ESCIlM' Agent is made a pa1y because of acting as agent herell'lder or 110 interpleads the subject matter of the escrow, Escrow Agent will recover reasDlIabIe ~s' fees and costs at aU 1weIs, with 111 such fees and costs to be paid from the esa cued fU1ds or equivalent and charged and a:uarded as CCU1 or other costs in favor 112 of the prevailing party. The parties agree that Escrow Agent will not be 8abIe to any person for rnisc:Iehery to &u,er or Seller of 113 escrowed items, unless the I11isdeINery is due to Escrow Agenrs 'Wilful bnB:h of this Contract or gross negligence. 114 7. PROPBUYCONDI11ON: Seller. deliwrthe Property to eu,.rat the time agreed In Its present "as is" concition, onInary 115 wear and tear excepled, and,. n~. the landscaping and grcxmds in a cou-.-aIt: conditior.. Seller makes no MlTanties 116 other than markelabilily d title. By 8C(.e,1iI'Y the Property "as is," Buyer waives all claims "let Seller for any defecbs in the 117 pi operty. (Check (a) or (b)) 118* 0 (a) As Is: Buyer has inspected the Property or waives any right to inspect and 8CCeflU UIe Property in its "as is" concition. 119*. (b) Due Diligence Period: Blqer'MI, at Buyer'sexpense and 'Within J!L clays from Effecti\le Date rOue Diligence Period"), 120 determine whetheI the Property is suitable. in ""'r's sole and absolute clsc.etiYa, for &u,er's intended use and develophWlnt of 121 the Property as specified in Pa ag.aph 4. 0lRJg the Due Diligence Period. &u,er may conduct any tests, mlaIyses, sr.neys and 122 irwestfgations ("Inspections") wtich Buyer deems necessary to determine to eu,e.... salisf~. the P. UJ.I'=Ity's eJlgi-. ing, 123 architectural, environmenlal poparties; zoning and zoning restridions; flood zone designaUoo and resblctiu.as; subdivision 124 regulations; soil and grade; avraiIabiIity of access to public roads, water, andottB- uliIIies; consistency with local, state and regia 181 125 growth rnanagernenland comprehel ISiueIand use plans; availability ofperrnits, gDVII nnae.1t appI'OWIIs and Icenses; compliance v.fth 126 American with DisabilitiesAcl; absenceofasbestos. soilngroanlwalercotltallliualbr; and other inspections that Buyer deems 127 appropriatetodeterminethesuitabililyofthePn~)atyforsu,eninte"dlikluseand drMJIop'lall BuJer shall deliver written notice 128 toSeI"rpriortothe~dtiui1oftheOUeoifige..cePeriod of Buyer"s det6...... ofwhell_ or not the Property is acceptable. 129 Buyer's fal1ll'8to comply with this notice requirement shaH constitute ~~ofthe PrqJerty in its pn!S8I'1t "as is" condition. 130 Seller grants to8uyer, its agents, c;o.4l ~ s and assigns, the right to enter the Property at a1y time during the Due Diligence 131 Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, cOllbCllLtut~ and assigns enter the 132 Property and conduct Inspectiolls aUheirown risk. Buyershallindemnif1 and hold Seller harndb- from losses, damages, costs, 133 claims andexpelllsesofanynature, incfudingattooieyS'fees at all levels, andfromfiabilitytoCl'lypel'S(ll1. arising from the conduct of 134 any and all inspections or any work aJthorized by Buyer. BuJerwill not engage ina1y activity that could result in a mechanic's lien 135 being filed against the Property without Seller's prionwilten consent In the ewnt this transaction does not close, (1) Buyer shall 136 repair all damay- to the Property resultingfrom the Inspections and return the Property tothecondition it was in priorto conduct of 137 the inspections. and (2) Buyershall. at8uyer"sexpense, release to Seller all reports and other work generated as a result of the 138 Inspec:;tia IS. Should Buyer deliYer timely notice that the Property is not acceptable, Seller agrees that Buyer's deposit shaH be 139 immediately returned to Buyer ~ ~ terminated. 140' Buye~ and ~cUlLJ L-J ack......... receipt at a copy at_ _ _Is _ 3 01 5 ,,-. . '~ .. \"f ....................... .........~~.. &lCA7cr. ..ea,.. ..... UIG UG7 t"1UI LU ....1\.Ia..'V UI .,, UUItA utile' ..IUl.Ui:Uly i:lU'ut=ClLlf:' lU lne parnes, 142 conduct a final "waIk-through" inspection of the Property to determine compliance \\fth this paragraph and to ensure that all 143 Property is on the premises. 144 (d) DIscIosans: 145 1. Radon Gas: Radon is a naturally occurring radioactive gas that. \M1en it has accumulated in a bUlding in sufficient 146 quantities. may present health risks topersans who are exposed to it over time. lewis of radon that exceed federal and state 147 guidelines heM! been found in buikIngs in Florida. Additional information regadb.g radon and radon testing may be obtained 148 from your CCUlty pubrlC health W1it. 149 2. Energy Bficiency: Buyer may ha\/e determined the energy efficiency rating of the building. if any is located on the Real 150 Property. 151 8. OPERATION OF PROPERlY DURING CONTRACT PERIOD: Seller will continue to ope.att: the Property and any business 152 conducted on the Property in the manner ope.cdi::d prior to Contract and wiD take no action thai: wculd adversely impact the 153 Property. tenadti.lenders or business. if any. Any changes. such as renting vacant space. that materially aIfect the Property or 154* 8uyer's intelMled use of the Property wi! be permitted II only Vlith Buyer's consent 01Mthout 8uyer"s consent. 155 9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract. in the ew!r1t any concItian of tfis Contract is not met and 156 Buyer has timely ghIen any requhd noticeregarclng the concitlon having not been met. Buyer's deposit will be returned in 157 8CCOIdallce with applicable Rorida laws and regulations. 158 10. DEFAlLT: 159 (a) In the event the sale is not closed due to any default or failure on the p&1 of Seller other tf8l failure to make the title 160 lI8'ketableafterciligentelfort. ~ may eitIw (1) recehe a reb1d of .,..... deposit(s) or (2) seek specific performance. If 181 8uyer elects a deposit refund, Seller'" be fl8ble to Broker for the full 81'IClU'It d the br<<*erage fee. 162 (b) Intheewntthesaleisnot closed due to any defauI: or failLre on the p&1 of Eqer. SeDer may either (1)refain all deposit(s) 183 paid or agreed to be paid by BuJar as agreed upon fiqlliffaleddal.~. consideration for the executiondthis Contract. and In 164 full seWement of any c:Iaims. upon which this ConIract will le.1I..... or (2) seek specific perforrnanca If Seller retains the 165 deposit, Sellerwill pay theUstingaJd Cooperdlh.g Brokers ranedin pa8f11lPh 12 fifty ..cent d all forfeited deposits retained 166 by Seller (to be spit equally among the Brokers) up to the M 8ITICU1t of the brokerage fee. 167 11. AlTORNEY"S FEES AND COSTS: In any claim or controversy arising out of or relating to tis ConIr8ct. the prevailing party. 168 which fa- purposes of this provision will incIudeBu,.r. Sellerand Broker. will be 8\8'ded reaso.l8bIe aIb nets' fees. costs and 169 expenses. 170 12. BROKB'fS: NelIher Buyer nor Seller has utilized the services of. or fa" any other reason owes compensation to. a licensed 171 real estate Broker otIw ft&1: 172* (a) listing 8IaIl8r:S1'EWBI D.. SCHWARlZlJIlOIa!II SEAPORT u.cJREALTt')m: . 173* who is 0 an agent of . II a tnInsactian broker 0 a nonrepresenlati'lle 174* and who will be compensated by II SeHer 0 Buyer 0 both parties 1USLB1t to 0 a listing agreement 0 other (specify) 175* 111%_QE.IRAllSACTJlJN PRICE OR SG..5rNl.IIIO 176* 177* 178* 179* 180* 181* 182* 183* 184* 185 (coIlectNely referred to as -Brdcerj in comection with any act reiating to the P.q:lar1.y. including but not limited to inquiries, 186 introductions. consultations and MgCJtiatioos resulting in this transaction.. Seller aJd Buyer.. to indeIlRdfy iI1d hold Broker 187 harmless from and against losses. _........ costs and expenses of any kind. incIudinglll8SOl18tile~s' fees at all levels. and 188 from liability toany person. aisingfrQn (1)canpensafionclaimedwhichis incansistentwiththerepresenlation in this Paraga aph, (2) 189 et40. ce.nent action to collect a brokerager......uanttop8IlIIgl..,h 10. (3) any duly accepted by Broker at the request of8uyer or 90 Seier. which duty is beyond the scope of seNices legulated by Chapter 475, F.S.. as amended, or (4) recommendations of or services 91 provided and expenses inct.n'ed by any ttWdpartywhom Broker refers. recommends or retains fa" or on behalf of Buyeror Sell.r. (b) Cooperating BroIrar: NlA who is 0 an agent of NlA 0 a tnmaction broker 0 a noru-epresentatNe and who will be compensated by 0 Buyer 0 Seller 0 both parties pursuant to 0'" MLS or other offer of CCII11penSation to a cooperating broker 0 other (specify) 92* 13. ASSIGNABlUTY; PERSONS BOUND: This Contract may be assigned to a related entity. and otherwise 0 is not assignable 93* B is assignable. The terms "Buyer." '"Sellei' and -Broker" may beslnglBorphnl. This Contract is binding upon Buyer. Seller .. ... their -. "'"""'" .........~ ... assigns (if ........_1s ...,,~ 95"FhJw~L-J__r L-J ___........ <if a copy <if1Hs__is_4 <if 5 Pages. _.. -- --. _. __ ~.4_...... - .-. - .-- - ------ - ---.---- -- ---.--.. -- -.- -.........., 197* . 0 Arbitration 0 Seller Warranty 0 Existing Mortgage .., 98" 0 Section 1031 Exchange 0 Coastal Construction Control Une 0 Other 199* 0 Property Inspection and Repair 0 Flood Area Hazard Zone 0 Other 200" 0 Seller Representatiuas 0 Seller Financing 0 Other 201 15. MlSCB.lANE'Ous: The terms of ttis Contract constitute the entire agreement between Buyer and Seller. Modifications of 202 this Contl.ad .. not be bincing lOess in lding. signed and dehered by the pa1y to be bocm. Signabns. initials, documents 203 referenced in this Contract.CCU1terpa.b.and'M'itten mocIf"lCdtit..t:I commlOcaled elecbUlIk4y or on paper wII beacceptable for 204 all purposes, incIudingdehery. and will be binding. Handwritten or tyPf.!'Uitl&. terms inserted mor ath..-had to this Contract prevaf' 205 over preprinted terms. If., prcMsionofttis Contract is or becomes invaIidorwae.d"UI~ aI renidOdrlgP"O\liSions will continuE 206 tobefuly eII'ec:INe. llOsConlnlCh..beconslrued_Fkridalawand....... be reco.dod in any _ __1leIiwoy of any 207 written notice to any party's agent will be deemEld c:teIi\1ery to that party. 206 1IIS IS - 10 IE A LEaIlU,v -lXIImW:r. FNDr Rll..Lv """"'UUD,__ _ OF AN AT1tIllNa 209 PRIOR 10 SIGNNG. BIUu:tc AlMSES BUYER AND SElLER 10 VERIFY ALL FACJ8 AND REPRl:SENrATIONS THAT ARE 210 IMPORTANT TO DElI AND 10 CONsuLT AN APP~TE I'ROFEssIoNM. FOR lEGAL ADVICE (FOR EXAMPLE 211 IN*-...-__.IIIC CON11W:Ts. Dt:lr::R1ae8 THE Q. ...,"T OF LAWS ON lIE PROh::tuf AIG 1"RANBAcnoN. STATUS OF 212 TI11.E, FOREIGN lNVES'UI( ~lfIIJG RB:IJIp.i 8IJS. En:.) AN) FOR TAX,PROr~1T CONI:InaN. ENVIRONIIeNrAL AND 213 OllER SPI=na'DI:n AIMeE. BUYER AaCNowI..EoGEs THAT BROIG:tc DOES NOT OCCUPy lIE PROPEhIT AND THAT ALL 214 REPREsENrATIONS (ORAL. WA, I. OR 01lERWIse) BY BRiDN:K ARE BASED ON SEI..l.ERN.-RS.:.n'ATIONS OR PUBUC 215 RECORu:i UM..ESS BROIG:K -.:AlES PER:SoNAI.. VERFlcATIONOF 11tE At. ~A1lON. BUYER AGREEs 10 RELY 216 SOLaY ON 8BLER. ~ _t... All) ~AL .-..." FIlR lIEIIFIcAlIDN OF _ """"""'"' 217 CON:II1ON. SClJARE FOOTAGE AND FAC1S THAT IlATERlAU.v AU...,T PROPEkI1' VAlUE. 216"IlB'OSrrRECaPT: lleposftof$ .., 0 _ 0_ """""'" Of! 219* , _ by . 220 Signature of Escrow Agent 221 OFFER: Buyer offers toPl8'chasethe 222* signed copy delivered to Buver or 223 Buyer may revoke this offer 224*Oate; ~ 225* 226* 22.7* Date; '-, DNo: Facsimile: .w2.1WS..1JlfTl Tax D No: 236* Title: Telephone: __ Facsimile: 237* ~ Address; ~ 236" Buyer l-.J and Se/lot' l-.J ~ ......... of . copy of lI1is -. _10 _ 5 of 5 Pages. . The F1.... . ... of REALTCRl_ "'_... to ,..... _'" _... of... ..- of .... .... .. ... '-"'" transaction. This st.....cIized form should not be used in CCIIIIpIex transactians or with eat..",. riders or additions. This form is available for use by the entire reel estate industry and is not inIend8d to Identify the user as a REALnR REALTOR is a registw.. collective membership mark which may be used only by r881 estatelicwlseeswhoarememberSoftheNATlClNALASSOcIATlCWOF REALTORs... who subscribe to Its "- of EI_. The -.... - of........._ (17U.s. "-I '....... a__ _ of ....""..."... __ _..... facsimile or COI1IDUterized foons_ :C-2 01997 Florida Association 01 REAlTORSe An Rights Reservect fhls form Is licensed for use With r.............. ....... Fonns SoIlI.-.a v3.0 8IJO.336 t027 - - . - -" -. IMPORTANT NOTICE , Brokerage RelationshiD Disclosure FLORIDA AsSbClA TION OF REAl T~Rse FLORIDA LAW REQUIRES THAT REAL ESTATE UCENSEES PROVIDE THIS NOTICE TO POTENTIAL SELLERS AND BUYERS OF REAL ESTATE. Yau should not assume that any real estate broker or sales associate represents you unless you agree to engage a real estate licensee in an authorized brokerage relationship, either as a single agent or as a transaction broker. You are advised not to disclose any information you want to be held in confidence until you make a decision on representation_ TRANSACTION BROKER NOTICE FLORIDA LAW REQUIRES THAT REAL ESTATE UCENSEES OPERATING AS TRANSACTION BROKERS DISCLOSE TO BUYERS AND SEU.ERS THEIR ROLE AND DUTIES. IN PROVIDING A UMtTED FORM OF REPRESENTA noN. As a transaction broker._____ _Om_ _____ STEVEN O-,-_SCHWARTZ_ _ _S~P_QRT_LLClfi.fAI"I~___ associates, provides to you a limited form of representation that indudes the following duties: and its 1. Dealing honestly and fairly; 2. Accounting for all funds; 3. Using skill, care, and diligence in the transaction; 4. Disclosing all known fads that materially affect the value of residential real property and are not readily observable to the buyer; 5. Presenting all offers and counteroffers in a timely manner, unless a party has previously dif'ected the licensee otherwise in writing; 6. Limited confidentiality, unless waived in writing by a party. This limited c:onfidentiaity wit pI'8IIent discIo6ure that the seller will accept a price less than the asking Of listed price, that the buyer will pay a price greater than the price submitted in a written offer, of the motivation of any party for selling Of buying property, that a seller Of buyer will agree to financing tenns othet than those offered, Of of any other information requested by a party to remain confidential; and 7. Any additional duties that are entered into by this or by separate written agreement. Limited representation means that a buyer Of seller is not responsible for the acts of the licensee. Additionally. parties are giving up their rights to the undivided loyalty of the licensee. This aspect of limited representation aHows 8 licensee to facilitate a real estate transaction by assisting both the buyer and the seller, but a licensee will not work to represent one party to the detriment of the other party when acting as a transaction broker to both parties. 2i2S/05 Signature Date Copy returned to Customer on the clay of __ _ by: personal delivery r ] mail [: facsimile TtllS form is available for use by ltIe entire real estate musby and is not inteod8d to idefltil'y !tie uset" as a REA!. TOR REALTOR ill a ntgislefed coIIeclive memberShip marl< which may be used only by real estate licenaees who are members of the Natlonal AssociBlIon of REAl TORS and who lIUb8crlbe 10 lis Code of Ethics. The copyrighllaws of the United States (17 U_S. Code) forbid the unauthorized reprodudiol\ of blank fom1s by any Il1elIfIS including facsimile Of computefized forms BR0-5lb Rev. 10104 4) 2004 Florida Association of REA!. TORs.!> All Rights Reserved n,is form j:rOduo&d by: ill!t-!!llAlnnulafar. llO(kJ3Il- 1027 IMPORTANT NOTICE , Brokeraae Relationship Disclosure FLORIDA ASSbCIATION OF REAl T()~ FLORIDA LAW REQUIRES llfA T REAL ESTATE UCENSEES PROVIDE THIS NOTICE TO POTENTIAL SEllERS AND BUYERS OF REAL ESTATE. You should not assume that any real estate broker or sales associate represents you unless you agree to engage a real estate licensee in an authorized brokerage relationship. either as a single agent or as a transaction broker. You are advised not to discfose any infonnation you want to be held in confidence until you make a decision on representation. TRANSACTION BROKER NOTICE FLORIDA LAW REQUIRES THAT REAL ESTATE LICENSEES OPERATING AS TRANSACTION BROKERS DISCLOSE TO BUYERS AND SELLERS THBR ROLE AND DUTIES IN PROVIDING A UMlTED FORM OF REPRESENTATION. As a transaction broker. S.IEVEN..P.....SCHWABIz..s..fAP.QRT_lJ.CIREALIQBS. associates, provides to you a limited foon of representation that includes the following duties: and its 1. Dealing honestly and faH1y; 2. Accounting for all funds; 3. Using skill, care, and diligence in the transaction; 4. Disclosing all known fads that materially affect the value of residential real property and are not readily observable to the buyer; 5. Presenting all offers and counteroffers in a timely manner, unless a party has previously directed the licensee otherwise in writing; 6. Umlted confidentiality, unless waived in writing by a party. This limited confidentiality will prevent disclosure that the seller will accept a price less than the asking or listed price, that the buyer wit pay a price greater than the price submitted in a written offer. of the motivation of any party for selling or buying property, that a seller or buyer wiD agree to financing terms other than 'those offered, or of any other infonnation requested by a party to remain confidential; and 7. Any additionaf duties that are entered into by this or by separate written agreement limited representation means that a buyer or seller is not responsible for the acts of the licensee. Additionally, Parties are giving up their rights to the undivided loyalty of the licensee. This aspect of limited representation allows a licensee to facifitate a real estate transaction by assisting both the buyer and the seller, but a licensee wm not work to represent one party to the ~triment of the other party when acting as a transaction broker to both oarties. . ?o's.[QS. . _ M VlMeuA ure DAWN M. VINCENT Signature Date ; Copy returned to CUstomer on the .__...:.. day Of _ __ . _._.__.__ ___._' _ by: C personal defivery C maR n facsimile. ..,-..- "'--'.. '-. -- .-."_.. ........~...h,_._. -------...-----.-------.---..------ This form is available for use by the entire real estate industry and is not intended to identify the user as a REAlTOR. REALTOR is a registered coIIeaive membership mark wtllct1 may be used 0IlIy by real estale Jicensees who are member8 of the National Association of REAlTORS aIld who subscribe to its Code of Elhic:s. The copyrighllaws of the UniCed Slates (17 U.S. Code) forbid the unauthorized repnxlUdion of blank forms by any means Including facsimile or comPlJlErized forms BRD.51b Rev. 10J04 02004 Florida Association or REAl TORse AU Rights Reserved This form pnxb;ed ~: U..f.,..AannuIiIfar.... 8lJO.33S-1027 Commission Agreement FlORlDAASSOCIATlON OF REAlTORSe , Date 2I'2SIIJ5 ("SeIerILessor" ('"Broker") may show DAWN.. VINCEIIT.. DBA CONCH BRUI$,ERS.. INC. agrees that S1EVBI D. SCHWARTZ BROKEll.. ~ LLC and wil use diligent etbt to: (Check One): H sell o lease Seller'sIlessor's Property located at SAl..I.J1F RESTAURANT (BUSINESS OPPORTuNITY ONLY) 1000 ATLANTIC BLVD. KEYWEST, R. 330fD to FRNIC/S J. GQlR'ON. A IIEIIIIL Y FnRM1=n FLORlIJA. Uc. AIIQfPR .~~fGNS - (Property). (Prospect). In the event the Property is: (Check One): H sold. optioned. conIracted to be sold o leased to Prospect procured by Broher. within 1"" days of1he date refereooed above. SeIIerJL.essor agrees to pay Broker: (Complete One): o $ a o o other flU) % of the gross ptKChase price of the Property. % of the gross lease value of a Ieese -eaded regarding the Property. The fee shall be paid to Broker by SellerJl.essor in the event of sale. at time of closing the sale; or in the ewnt of lease at time of lease ~dion. Broker"s fee is due if Seller defauIIs on a e~1Ied sales oonbCd with Prospect or if Seller agrees with Prospect to cancel an exea.ded sales co.lb.1 Other Provisions: NlA ~ ^L~C<MCH_'" Date SelIerIl.essor Date ~ Broker Brokerage 0f6ce Accepted By Tille ----_..._~,.- Date CA-4 1W04 Cl2OO4 Florida As.~ ofREAlTQRSe AI RighIs Resened IB~ --= Addendum #1 , _..." Concerning the property known as ~_8J;SIJll!BMT 10D0An.AIITK;.~_.l31I:.(D_. THIS CONTRACTSI./BJECTTO THE ~OFIIONROECOUNTYLEASE ~YIN ~I TO FRANCIS J. GONZON ~NDIOR ASSIGNS. BUYER HAS 3D DAYS FROII THE ~lnIE DA~ 10 ff!iBFORM ANY AND ALL DUE IBI.!GENCE HE MAY DEEM NECI!ESSARY M.Q MAY 1ERJIINA~ THIS CONTRACT BASED ON RESULTS OF SAID DUE 0II.lGEIJCI: MOOR 1NSPEC7JOIf. iIIlS C!)NTRACT IS SIJBJECT 10 APPROVAL OF THE STATE OF 1=1.0RIDA lRANSfi....adNG THE PRESENT SRX LIQIJOR LICENSE f!!I.EJ,.JtCE 10 FRANCIS J. GONZON ANDUR ASSIGNS. SELLER Or I -- NO WARRAInYON BIJLDING 8X1VRE!S AMliOR ~ EITHER ~5!ED OR III1'LIED. $ELLER (DAWN. WfCENn IS A UCEIISED I=1.ORJDA REAL ESTATE AGENT. ~IGINAL NnWORKBYClIRISJIIE BLACK THATIS ~Y ON ~IS NOTINCLIJDED"" THIS TRANSACTION. ~ Dale iignature ~~ ~ e A A V~&wt I DAWN.. VINCENT Date 1I2SIOS Date ~gnature Date his form is licensed for use with F___~ - Forms Software v3.0 8OCJ..336..1027 - -.. -. .- -". - '. ..