Other Information
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STONES & CARDENAS
ATTORNEYS AT lAW
221 SIMONTON STREET, lCEYWEST, FL33040
TELEPHONE (305) 294-0252 FAX (305) 292-5442
ADElE VIRGINIA STONES, P.A.
SUSAN M. CARDENAS, P.A.
May 25, 2005
VIA HAND-DELIVERY
Suzanne Hutton, Esq.
Assistant County Attorney for Monroe County, Florida
500 Whitehead Street
Key West, FL 33040
RECEIVED
MAY 26 2005'
Re: Salute Restaurant at Higgs Beach
MONROE COUNTY ATTORNEY
Dear Suzanne:
Please be advised that the purchase and sale of Salute Restaurant, was completed this
morning, May 25, 2005.
Enclosed please find five copies of the Consent to Assignment of Lease, each copy
bearing original signatures of Dawn Vincent, formerly known as Dawn Parinello, as
Seller, and Francis J. Gonzon as Buyer. Please obtain the signatures of Mayor Spehar
and the Clerk, and forward an originally fully:"executed Consent to Assignment of Lease
to Mr. Gonzon'slaWyer, Wayne LaRue Smith.
If you have any questions concerning this, please do not hesitate to contact me.
Sincerely,
;- ~----""~~.-z
Susan M. Cardenas
SMC/cms
c: Wayne LaRue Smith, Esq.
Dawn Vincent
THE SMITH LAW FIRM
A PROFESSIONAL ASSOCIATION
333 FLEMING STREET. KEY WEST, FLORIDA 33040
WAYNE LARUE SMITH, MBA, JD
ALSO ADMITTED WASHINGTON, OC
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.
WLS/lpd
Enclosure
Smcerely, L~R 0
a e a ue Smith
Z:\DOCS\I400I02\04-OS-0S riger letter,doc
TELEPHONE: (305) 296-0029 . FACSIMILE: (305) 296-9' 72. TOLL FREE: (800) 800-3497. E-MAIL: TSLF@THESMITHLAWFIRM.COM
~..
Commercia' Contract
FLORIDA ASSOCIATION OF REALTORsti>
1* 1. PURCHASE AND SALE;EBMJd~..4_GmRJ:l!!L.A-~XEQRMEDR..0RI1)!H.l...J;.-'WlJICJRA.~.., . ___'____ (''Buyer'')
2* agrees to buy and .-------------- DAWI1~HL.JJ.BA CO..J&IlJ:BJll$....eB8..11l!:;,______..,..__.__ ---\Seifer")
3* agrees to sell the property described as: Street Address: 1.QqQ-A~~~l:_B._~3.Q.(O______ ,__ ______.___
4.
6'
5* legal Description: fJ.!.l.~OPPORTUNITY OtJLY...~N-UTE' 8.1E.s.rAURANT __. ____
-----.-. ~-_._--_.."--------.._-----.. -'-.
. - ..._-.-._-.~.- ~--"'.- --.......
_..~..-. -.--.--..-- --..--.--.----.-- -
7* and the following Personal Property: E.QJJJEI,f~B!!J.frJ!JY:. FIXTJ.lR~f!IJ!El/IQBY....~,$I:/!2W.N.. IN.lrS_ _
8* ENT1REL'(,__s..~T_ro COllaEIE.1I!Jl1!lITORY U1i...L_____ _ _ ____ ______________ _ ________________________
9 (all Collectively referred to as the "Propertyjon theterms and conditions set forth below.. 1be "Effective Date.. of this Contract Is
10 the date on which the lastofthe Partiessignsthelateatoffer. TIme is of the essence in thisContract. Tune periods at 5
11 days or less will be computed Without including Satuliay, Sunday, or nationa' legal holidays and any time period ending on a
12 Saturday, Sunday or nationaIlegaf holiday will be extended until 5:00 p.m.. of the next business day.
13* 2. PURCHASE PRIce: $4S5...QQQ..Q(L..____.., ..
14* (a) Deposit hekf in escrow by ~-.$-~esCROW A.CJ;Ql.!l!lI....-.._
15* (b) ..:l.dditional deposit to be made within ___ ___~_ days from Effective Date
16" (c) Totaj mortgages (as referenced in Pc.cyaph 3)
17* (d) Other; tIf~_ -_u__
$ 2Af!PJI.J1tL '______
$ ,~I.lQll..OQ. ---
--- '---"--_.__._~-_._.
$~._.,._,-------,-_. -
$--- --.-,
18W (e) Balance to close. subject to <<qustments and prorations, to be made with cash.1ocaHy drawn
. 9 certified or cashier's check or wire transfer.
$4A..Q!J!UJP_ .___,__
:0* 3.. THIRD PARTY FiNANaNG: Within _N/A days from Effective Date ("Application Period"). Buyer will, at Buyer"s expense, apply for
:1* thirdpartyfinancingintheamountof$_____NlA___, or - ___ % otthe purchase Pf'icetobe amcrtizedover a period of N(~__
2* years and due in no less than/f{A years and with a fixed interest rate not to exceed 0 ____ _.___ % P8T )'ear or variable interest rate not
3* to exceed CJ .JtJ{/L % at origination with a lifetime cap not to exceed _ % from initial rate. with aclclitiullal terms as follows:
4W
5 Buyer Will pay for the mortgagee title insurance poJicy and for all loan expenses. Buyer will timely provide any and all credit.
l employment financial ..... -Intormaticn'-Dnably required by any _. Buye'wiIIl1<ltiIy Selle'~ ~ llillaming
,.... financing or being rejec;ted by a lender. If Buyer. after diligent effort, fails to obtain a written commitment within J!lA _ days from
I Effective Date ("Financing Period"), Buyer may canceJ the Contract by giving prompt notice to Seller and Buyer's deposit(s) Will be
' 7'01 a:oordance_ ~ 9
'* Buyer <---.J and Se"e~ <---.J acknowledge receipt of a copy of this page, which is page 1 of 5 Pages.
:"2 101997 Florida Association of REAlTOR$(j) All Rights Reserved
..... ........... .-0...,. "COO UI~ '9fCU "CIfJ'CI"ll1lU c:ll1U WIll t;UJ,1It:)' lIIi::UlI.t:li:lDle ODe [0 tne ....-openy uy U SlatUl:ory warranty aeeCl
32* E, Other ~JRlJAffI.I-E LEASE . free of liens, ~ and ~brances of record or kl1OlM1 to :;eller
33 but subject to property taxes for the year of closing; covenants, restrictions and publIC utility easements of record; and (lIst an)
34* other matters to which title IM" be subject) N1A
:: provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property as
37* !I.S_e8~4ND. LEGAL USE
38* (a) Evidence of Title: Sellerwl1l. at (check 008) 0 Seller"s 0 BuJer"s expense and within _ days 0 from Effective Date
39* 0 prior to Closing Date 0 from date Buyer meets or waives financing contia~q in Paragraph 3, derIVer to Buyer (check one)
40* 0 a title insurance COIDmibnent by a Florida icensed title insurer and, ...... Buyer rec;ordt.g the deed, an owner's policy in
41 the arTlOlU1t of the purchase price for fee simple title subject only to exceptions staled atJove.
42* 0 an abstract of title. pi epa. ed or brought anent by an existing abstract firm or certified as correct by an existing firm.
43 However,if such an absbact is not auaiabIe to Seller,then a prior owner"s title poficy acceptable to the proposed insurer as
44 a base for reissuance of cowerage. The prior policy -.. include copies of all policy exceptions and an update in a format
45 acceptabletoBuyerfromthe policy effective date and certified to Buyer or Buyer"s closing agent together 'lAth copies of all
46 documents recited in the prior policy and in the update.
47 (b) Title Examination: Buyer will, within 15 days from receipt of the ~ of title deliver written notice to Sener of title
48 defects. TItfe wiD be deemed accepIabIt: toBuyerif (1) Buyerfails to deher proper notice of defects or (2)Buyerdelivers proper
49* written notice and Sell.rares the deI'ects within _ days from receipt of the notice ("ClIrathIe Period"). If the defects are
50 cured vWthin the CUratiwl Period, closing wi! occur within 10 days from receipt by &u,8r of notice of such curing. Seller may
51 elect not to cure defects if Seller reasaBAy believes any deI'ect cannot be and within the QntNe Period. If the defects are
52 not cured within the ClratiYe Period, Buyerwilll1aNe 10 days from receipt of notice of SeIIer's inabiIily to cure the defects to
53 elect whethertoterminatethisContractor accepttiUesullject to existing deI'ecbl. and dose the transaction vMhout reduction in
54 purchase price. The party who pays for the ewdence of title will also pay related tiUe service fees including title a1d abstract
55 charges and UtIe exar,lhSbL
56 (e) Survey: (check ~icabIe provisions below)
57* 0 Seller win, within - days from Ef'I'ectNe Date. deher to Buyer copies of prior sl8'\leYs. plans, specifications, and
58* engineering documenIs. if any. and the following doctments relevant to this trall&_.OOn~
59* , pepated for Seller or in SelIer's
60 possession, which show all cwrentIy existing strucbres.
61* 0 Buyer will, at 0 Selle,.. 0 eu,er"s expense ... \'liiIhin the time period ab....d to deher and eXOllllille title tMdence,
62 obtain a ct.nent certified survey of the ~~ from a registe. ed 5""'01'_ If the Stney reveals encroachments CIl the
63* Property or that the imp 0Wlmef1Is ellCOI ~ 011 the lands of anoIheI, 0 Buyer will accept the Pn:lperty with existing
64* encroachments 0 such encroacIwnents . constitute a tide defect to be ctnd within the Clntive Period.
65 (d) Ingress and ESae-.: Seller 'IIaI1 ants that the Property presently has ingress and egress.
66 (e) Possession: Seller will derMlr possession and keys for ~11ocks and alarms to Buyer at closing.
fI7* 5. CLOSING DATE AND PROCEDURE: This traI~1ion will be closed in IIONROE Ccx.r1ty, Florida on
68* or before the JUNE iI1 , ........ or within .NA. days from Eft'ectM Date ,Closing Date"). unless otI1erMse extended
69* herein. IaSeller 0 BuyenWldesignate theclosingagent &u,erandSeller., within _ daysfromEffectNeDate, deliWlrto
70 EscrOWAgentsignedinstructionswhichpnMdeforclosingpocedure..fan InstiIutionaIIender is pnMia19 JUChase funds. lender
71 requirements as to place, time of day, and closing procedures wil control OW!I' any COIIb., provisions in this Contract.
72 (a) Costs:Buyerwillpaytaxesandrecordingfeesonnotes.~ and financing stab:.ne..t. and recording fees for the deed.
73 Sellerwill pay taxes on the deed and I'eCOIcaly fees for docc.ments needed to ctR tilledef'ects.f Seller is obligated to discharge
74 any enambrance at or prior to closing and faIs to do so, Buyer may use purchase proceeds to satisfy the encc.mblaJlCQt.
75 (b) Doctunents: Seller 'WiI' provide the deed. bill of sale. mechanic's lien affidavit, assig.1I111;l1lb; of leases, updated rent roll,
76 tenant and lender estoppel letters, assignments of pel hdb. and licenses, correcli.e instrumenbs and Ielters notifying tenants of
n the change in ownershipfrental agent. f any tenant refuses to execule .. es~ letter, Seller will certiIY that information
78 regal dillQ the tenant's lease is correct. f Seller is a corporatiun, SeDer wiD deliver a resolution of its Board of Directors
79 authorizing thesaleanddelNery of the deed and certiflC8tion by the corporate Secretary certiI'ying the resolution and setting forth
80 facts showing the COfl\leyance co.lfu.1II8 with the requirements of local law. SellerWIRba.dfe. security deposits to Buyer. Buyer
81 'M:~ closing s~~ and notes, security agreements and financing swtc.._b.
82" ~L-.J --~L-.J ~ ......... dlac:apydl_-._is_ 2 dl5P_.
_. .- -.. -. .- .---...-..
-----. - -----..-.--, -.--. .-.------ ...- ._.._.....~ .............. ...... ~ "1IoCI\oI'G """"GlI\. CII"", foIIUlCI&c:w.I W!i~ UI "".f.J:::tU'Y Ud"C::
.84* 0 ~ of : real estate taxes, bond and ~srnent payments assumed by Buyer, interest,
85* rents, association dues, insurance premit.mS acceptable to Buyer, opel atiollal expenses and
86 If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year will be used with due
87 allowance being made fer improvements and exemptions. Seller is aware of the follolMng assessments affecting or potentially
88* affecting the Property: N1A
89 Buyer will be responsible fer all assessments of any kind which become due and owing on or after EffectnIe Date, unless the
90 improvement Is substantially completed as of Closing Date, in which case Seller wiD be obligated to pay the entire assessment.
91 (d) FlRPTA Tax Withholding: The Foreign Investment In Real Property Act rFIRPTA; requires Buyer to withhold at closing a
92 portion of the purchase proceeds for remission to the IntemalRevenueServlcef'lRS.;itSelleris a "forei91 person" as defined
93 by the Internal Revenue Code. The parties agree to comply with the provisions of FlRPTA and to provide, at or prior to closing,
94 appropriate documentation to establish any applicable exemption from the withholding requirement. If withhoking is required
95 and Buyer does not have cash sufticient at closing to meet the withholding requirement. Seller will provide the necessary ftmds
96 and Buyer will provide proof to Seller that such ftnIs were properly remilb:d to the LRS.
97* 6. I$CROW: Buyer and Seller authorize STONES & r-ARn1=IIJ!J!:
9Er' Telephone: 305.294..0252 Facsimile: ~ ~ 57BB Address: m SIIIOIITOII ST. KEY WEST.
99* E/.3304D to act as "Escrow Agent"
100. to receive fU1ds and other items and. subject to cIeaI aJtce, disburse them in accordance with the terms of this Contract. Escrow
101* Agent will deposit all funds received in II a non-interest bearing escrow accIU1t 0 an interest bearing escrow account with
102* interest accruing to NlA with interest disbt.ned (check one) 0 at closing
103* 0 at intervals. f Escrow Agent receives conflicting clemado or has a good faith doubt as to Escrow
104 Agent's duties or liabilities lnIer this ConIract, he1she may (a) hold the subject matter d the escrow ImtiI the parties mutually
105 agree to its disbursement or lI1IiI isslB1Ce d a court order or decision of . bib.. defefuliljng the parties'rights reganlog the
106 escrowor(b) deposit thesubjectmallerdtheescrow with the clerk of the circlit ccut having jurisdiction OW!I" the dispute. Upon
1 fIT notifying the parties of such action, Escrow Agent will be released from allliabiIily except for the duly to account for items
108 previouslydeheredoutofescrow. falicensedreelest.atebroker. Escrow Agent will comply with applicable provisions d Chapter
109 475, Florida Statutes. In any suit or a.bibatioo In which Escrow Agent is made a party because of acting as agent hereQ1der or
110 interpleads the subject matter d the escrow. Escrow Agent will recc:Milr reasouab_ attorneys' fees and cosIs at all 1.weIs, with
111 suchfees and costs to be paid from the esa~ ft.D1ds or equivalent and chaI ged and ....ded as COIM't or other costs in fawr
112 of 1heprevailngparty. The parties agree that Escrow Agent will not be RabIe to any person for misdelwry to Bu,er or Seller of
113 escrowed items, unless the misdeIhlery Is due to Escrow Agent's willful breech of this Contract or gross ~.
114 7. PROPBUYCONDITION: Se'ler. deliwrthe Property to Buyer at the lime cveedlnits present "as is- condition, onlll8lY
115 wew and tear excepted, and will n&nl... the landscaping and grotmds in a GOI........ cOllditiOlL Seller makes no WEll'l'anties
116 other than l118I'kelabilily eX title.. By ac<;epti1'Y the Property "as is," Buyer waives all claims against Seller for any defects in the
117 pi operty _ (Check (8) or (b))
118" 0 (a) As Is: Buyer has Inspected the Property or waives any right to inspect and accepts the Property In its -as Is" condition.
119*& (b) Due Diligence Period: ~rwill, at BuJer"sexpense and within J!L days from EfI'ective Date rOue Diligence Period"),
120 determine whetheI the Property is suiIabIe, in BuJer"s sole and absolute cIscretion, for eu,.r"s Intellcled use and developlller1t of
121 the Property as specified in Pal.., 4. 0tri1g the Due Diligence Period. eu,.r may conduct." tests, analyses, st.neys and
122 Irwestfgations rlnspections; which Buyer deems necesSlWy to detennineto eu,..... saliar.:tiul. the PJ~'s engilCa(lng,
123 architectural, envIronmenlal ploperties; zoning and zoning restrictions; ftood zone c:IesignaUc:l.l and resbictions; subdivision
124 regulations; scilandgrade;availabilityofaccesstopublic:roads,water, andother uliIIies;consistencywilh local, state and regional
125 growth management and comprehel ISNelanduse plans; avaiIabirlty ofpermits, gl'M!I ,...ed approuaIs and licenses; compliance v.Ath
126 American with DlsabiJitiesAct; absenceofasbestos, soila1dgrOU1dwaterconta..iaN!lliclta; and other inspediOlB that Buyer deems
127 appropriatetodeterminethesuitabililyofthePropeilyforBuyenlntendt:duseand development Buyer shall deliver written notice
128 to Seller prior tothe expi.-alion of theOue Diligence Period d Buye.... dete.1I....~ofwhelhe. or not the Property is acceptable.
129 Buyer'sfailuretocomplywith this notice requirement shalf constitute ~...: <<the Property in its present -as is" condition.
130 Seller grants to Buyer, its agents, COIIb~5 and assigns, the right to enter the Property at any time during the Due DilIgence
131 Period for the purpose of conducIiJlIlnspections; provided, however, that Buyer, its agents, COIIba..t\.na and assigns enter the
132 Propertyandconductlnspec;tiousattheirOMlrisk.. BuyershallilldemnKt and haId Seller harmless from losses, damages, costs,
133 claims andexpeusesofanynature, inck.dngattomeys'fees at all levels, andfromliabililytoanyperson, arising from the conduct of
134 any and all Inspections or any work aulhDrizedby Buyer. Buyer. not engage in any activity that could result in a mechanic's lien
135 being filed againsltheProperty-.fthoutSeller'spriorwritten consent In the event this transaction does not close, (1) Buyer shall
136 repair aIIdamay- to the Property resUtingfrom the Inspections and return the Property tothecaldition it was in prior to conduct of
137 the Inspections, and (2) &u,ershall. at Buyer'sexpense, release to Seller all reports and other work generated as a result of the
138 Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer"s deposit shall be
139 immecflately returned to Buyer ~ ~ terminated.
"O"Buve~L-Jands*~_H__..J ..~ receipt '" a __ "'_-'_19_3 of 5_.
,-, .......-."...~. ................-.. ......"'... '''07' .... u""" --7 ......... lU .........'V VI ...., UUICI un", II1U1.Ui:U11 i:lU'tltlll:II.IItt lO U1e pames,
142 conduct a final "walk-through" inspection of the Property to determine compfiance \\fth this paragraph and to ensure that all
143 Property is on the premises.
144 (d) DIsclosures: ---..:._ +h-+ when it has uJated . k..lIding . suffi'
145 1. Radon Gas: Radon is a naturally occurring ................uvc gas u_ accum In a UU11 m dent
146 quantities, may present health risks topersoos who are exposed to it over time.L.ewis of radon that exceed federal and state
147 guidelines hale been found in buildings in Rorida. Additional information regacing radon and radon testing may be obtained
148 from your county publ"rc health unit..
149 2. Energy Efficiency: Buyer may haw determined the energy efficiency rating of the building, if any is kx:ated on the Real
150 Property.
151 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business
152 conducted on the Property in the ma.. ope.CIlh:d prior to Contract and will take no action that would adversely impact the
153 Properly. tenants, lenders or business, if any. Any changes, such as renting vacant space, that malel iaIy affect the Property or
154" Buyer's intended use of the Property ". be pel mitted B only Vlith 8uyer"s consent 0 without Buyer's consent.
155 9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract. in the event any condtion of ttis Contract is not met and
156 Buyer has timely given any required noIiceregardng the concitIon having not been met, Buyer's deposit will be returned in
157 acCOl dance 1Mth applicable Rorida laws and regulations. .
158 10. DEFAlLT:
159 (a) In the event the sale is not ctosed due to a'1y defadt or faikn on the ps1 of Sener other than failure to make the title
160 marketable8fterclligentelfort..,... may em.. (1) recehle a rebid of au,.r"s deposit(s) or (2) seek specific performance. If
161 Buyer elects a deposit reft.nf, Seller'" be liable to Broker for the full 8tIOU1t of the brokerage -..
162 (b) In the ewntthesale is not closed due to.. det"auIt or fallA'e on the IB1 of""".8e"'r may em.. (1)relain all deposit(s)
163 paid or agreed to be paid by &u,er as agreed upon Iiqllirfaleddamages. cansideralian for the executionofthis Contract. and In
164 full settlement of any claims. upon which this CanIract will laI....... or (2) seek specific f*""....~ If Seller retains the
165 deposit. SellerwillpaytheUstingandCoopel",tihy8l'okersr&nedin Paraglaph 12 fifty percent d all forfeited deposits retained
166 by Setler (to be spit 8CJI8IIy among the Brokers) up 10 the ftJl aTIOUrIt of the brokerage fee.
1fi1 11. AlTORNE'rS FEElS AND COSTS: In any claim or conb"oversy arising out fA or relating to this ConIract, the preuailing party.
168 which fer JUPOSeS of this provision will incIudeBu,.r. SellerandBroker. will be 8IllB'ded reasOllsble altc.neys' fees, costs and
169 expenses.
170 12. BROKERS: Neither au,.r nor Seller has utilized the services of, or fer .. other reason owes compensation to, a licensed
171 real estate Broker other than:
172" (a) listing BroIrar:S1EIBI D.. SCHWARTZ lJRlJIC&fl SEAPORT LLCIREAL'f'OR!$ ,
173" who is 0 an agent of . a b:w1saction broker 0 a nonrepreseutatiYe
174* and who will be compensated by . Seller 0 Buyer 0 both J&ties pursuant to 0 a Isting agreement 0 other (specify)
175" ~-QfIRANSAC'T'IOII; PRICE ()RSG5OIl.GO
17Er '
177*
178"
179"
180*
181*
182*
183.
184*
185 (coIlectNe1y referred to as "Broker; in comection 'Mth 8Ir1 act relating to the Prope.1y, incIucIng but not limited to inquiries,
186 introductions, consultations and negctiaI:io.lS resulting in this transaction.. Seller and Boyer awee to indehulif; and hold Broker
187 harmless from and against losses, darl"'9=", cost$andeJCpenses of any kind. incIudingreasonatileatb)aIIlS1S' fees at all levels. and
188 fromliabilityto8lr1person. arisinghm (1)c:ampensationcl8medwhichis inconsistentwiththerepresenlation in this Paraglaph, (2)
189 ellro. cementactionlocollectabrokerageMetxnuntoPaag.aph 10, (3) any duly accepted by Broker at the request of Buyer or
90 Seier. which duty is beyond the scope of seNices regulated by Chapter 475, F.S.. as amerwJed, or (4) recommendations of or services
91 provided and expenses incurred by any third party whom Broker refers, recommends or retains for or on behalf of BuyerorSeller.
(b) Coopenating 8roII8r: NlA
who is 0 an agent of NlA 0 a lra1saction broker 0 a flOlTepre5entatNe
and who will be compensated by 0 &u,er 0 Seller 0 both parties pursuant to 0 an MLS or other offer of ccmpensation to a
CoopeI ating broker 0 other (specify)
92" 13. ASSIGNABlUTY; PERSONS BOUND: lbis Contract may be assigned to a related entity, cn:J otherwise 0 is not assignable
93" . is assignable. The terms "Buyer: "Seller" and -Broker" may besingulworpkral. This Contract is binding upon Buyer. Seller
94 -..... heirs. ........ _~ _....... /if........ Is ""~
95" 8uyer;jJiJ---.J - Sen.. L...J ~ ........ of a copy of tI1Is -. ...... is _ 4 of 5 Pages.
_.. ... --. _. -- -.--......
- .-.- - --- - -..-- ----..---- -.. ---.--.... - -.- ---....~..J
197" ' 0 Arbitration 0 Seller Warranty 0 Existing Mortgage
198* o Section 1031 Exchange o Coastal Construction Control Une OOlher
199* 0 Property Inspection and Repair 0 Rood Area Hazard Zone 0 Other
200. 0 Seller Representatio.lS 0 Seller Financing 0 Other
201 15. MISCB.LANEDus: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modifications of
202 this Contract will not be bincing mIess in Miting. signed and deIiwred by the party to be botn1 Signab,ns, initiafs, documents
203 referencedinthisContract.CCU1terpa.b.andwritten mocIfications commLl1icated elecbo....., or on paper wit beacceptable for
204 all purposes, incIudmgdehery. and will be birdng. Handwritten or typewrilLtu terms inserted inar aIt:.hed to this Contract prevajl
205 over preprinted terms_ Ifany provisionofttis Contract is or becomes invarldorl8lellfu. ~ aD remainingprouisfons will contlnue
206 tobefullyeffectNe.. This ContractwilbeconstruedtmderRoridalawand will not be recanfed in any public records. Delivery of any
207 written notice to any party"s agent will be deemed defMlly to that party.
208 THIS IS IN1ENDED 10 BE A LeGAU.y ~CCN'IRAcr. FNOT FULLY ~'uuu.SEEKTlEAIMCE OF AN AlTORNEv
209 PRIOR 1'0 s--.. I1ROtu:tc AlMSES BUYER AND SEI.lJ:R 10 VERIFY ALL FACIS AND AD ----nTA11ONS 1ltAT ARE
210 IMPORTANT 10 1IEIlI AN) 10 CONSULT AN ~1E ~ FaR lEGAL ADVICE (FOR ~
211 1h1-.v-*-.1I'fG CONlRACIs. DI::.~ lIE Q. ....,1 OF LAWS ON TN: PROPbc.'f AND 'TRANBAcnoN,. STATUS OF
212 TI11..E, FOREIGN INVESn.JK ~'IIG ~ '9IJS, Ere.) AND FaR TAX,~1O;ft1T CONI:II'noN. ENVIR.Ot-.:NTAL AND
213 OTtER $PI=n&I m:n AIMeE. 8lIYER ~ t=nG9 THAT BROKER DOES NOT OCCUPy 1lE PROF~IT AND THAT ALl
214 RE~ATIONS (ORAl., '-nll.aI OR 01JiEru.ISE) BY SRIOIcER ARE BASED ON SElJ.ERnt.-RE&.:.nA'f"IOMJ OR PUBUC
215 ~ UM..ESS BROICa:K INIrAlES PER:Sorw.. VERFfcAlJON OF TtE AL-J's:!ENrAlDt. BUYER AGREEs 10 RELY
216 SOlELy ON SEl1.ER, ~~ 1NSPECI'\Ma AND ~AL ASENcEs FOR YEllRcATION a: TIE PROP&<rY
217 (X)fO'fJ()N, SCIJARE FOOTAGE AND FAClS mAT IlATERlAU.v AFFECr PRIOPl:n.'f VALUE.
218'"' DEPOsIT RB::EJPT: Deposit of $ by 0 check 0 other received on
219* , _ by .
220 Signature of Escrow Agent
221 OFFER: &u,.r offers tolUChasethe
222* signed copy delNered to Buyer or
223 Buyer may revoke ffis offer
224* Date: ztlMl(
TI
terms and cancilfu.__ Unless ~ept.",,- is signed by Seller and a
m. 0 p.rn.on '_.
225*
226*
227* Dale:
DNo:
Facslmle: 302..645.1fJt17
Tax D No:
236* Tille: TeIepho.le: Facsimile:
237* ;&;." Adcress:~
238"BIJJer <--.J and - <--.J ~ """"" of . copy of Ilis -. _Is _ 5 of 5 Pages.
. The F,,,- _... '" REALTaos_..._........__"'_...."'..._"'.............--.
transaction.. This stand8rdized ferm should not be used in complex transacticlns or witll extensive ricllrs or addIUons. This form is available for use
by the entire real estate industry and is not inlend&dto identify the user _ a REALTOR. REALTOR Is a registered ccIIectlve membership mark
which may be used only by reel estate licensees lIIho we members of the NAnONALASSOCIATICIN CF REALTORs and who subscribe to Its
Code of Ethics. The ccpyright ,- of the UnIted States (17 U.5. Code) forbid the unauthorized reprOduction of this form by any means InctUdlng
facsimile or COI1IpUterized forms.
:C-2 01997 Florida Association 01 REALTORSe AI Rights Reserved
f"hls form Is licensed for use wiIh ~...-. ~... Fonns Soft_,e v3.0 8OIKt36 t027
- - - - -'. --
IMPORTANT NOTICE
,
Brokerage RelationshiD Disclosure
FLORIDA ASSt>CIA nON OF REAl T6Rse
FLORIDA LAW REQUIRES THAT 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
disclose any infonnation you want to be held in oonfidence unt~ you make a decision on representation.
TRANSACTION BROKER NOncE
FLORIDA LAW REQUIRES THAT REAL ESTATE UCENSEES OPERATING AS TRANSACTION BROKERS DISCLOSE TO
BUYERS AND SELLERS THEIR ROLE AND DUTIES. IN PROVlOtNG A UMlTED FORM OF REPRESENTA nON.
As a transaction broker.______ ____ ______~TEVEN O. SCHWARTZ_ .. _Sj;l\P.QRT_u"CIR.EAL.I.QB~L__
assodates. provides to you a limited form of representation that includes 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 facts 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. Umited confidentiality. unless waived in writing by a party. This limited oonfidentiafity wit pnwent disclo6ure that the seller
will accept a price less than the asking or 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 or buying property, that a seller or buyer will agree to financing
terms othet than those offered, or 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 boyer 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 aHows a licensee to facilitate a real
estate transaction by assisting both the buyer and the seller, but a licensee will not wot1< to represent one party to the detriment
of the other party when acting as a transaction broker to both parties.
2125105
Signature
Date
Copy returned to Customer on the
day of ___
by: personal delivery [) mail [ facsimile
Th,s form is avaIlable for use by !tie entire real estate mustJy and is not jntef1ded to idenlity lhe user as a REAl TOR. REAL TOR is a ntgisIefed colIeclive memberShip
mar1< which may be used only by reel estate IicerI-. who ale members of the National Aaodellor. of REAl TORS and who lIUb8cribe to lis Code of Ethics.
The copyright laws of the United States (17 US_ Code) fOrbid the unauthorized reproduction oftJlank fom1s by any rooMS including flIIcsimile or computefjzed forms
BRD-5tb Rev. 10104 C 2()().4
Florida Association of REAl TORSilD
AU Rights Reserved
This bm pro<iJoed by: UJ!t..,HA:InnuIaJ6rJr. lOkl~'027
IMPORTANT NOTICE
,
Brokeraae RelationshiD Disclosure
FLORIDA ASmJCIATION OF REAlTdRSGD
FLORIDA LAW REQUIRES THAT 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
disclose any infonnation you want to be hefd 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 DUnES IN PROVIDING A UMlTED FORM OF REPRESENTATION.
As a transaction broker. . ___ _ _.__ .. S.IEVE1~tQ.,_-s.cI:tWARIz..~~QR"(JJ..CJR~T9BS_n
associates, provides to you a limited form of represeniation that includes 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 aU known facts 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, unJess 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 wilt pay a price greater than the price submitted in a
written offer, of the motivation of any party for $elling or buying property, that a $el1er or buyer win agree to financing
tenns other than those offered, or of any other infonnation requested by a party to remain confidential; and
7. Any additionaJ duties that are entered into by this or by separate written agreement.
limited representation means that a buyer or seller is not responsible for the acts of the licensee. Additionally, parties are giving
up their rights to the undivided Ioy.alty of the licensee. This aspect of limited represent.ation aUows .a licensee to facilit.ate a real
estate trans.action by assisting both the buyer and the seller, but a licensee will not work to represent one party to the ~triment
of the other party when acting as a transaction broker to both oarties.
. 2/2MQS,
.~MVviA~
ure DAWN M. VINCENT
Signature
Date
; Copy returned to CUstomer on the ___~ day Of _ __ . __._.____ ____.' _ by: C personal delivery C mail n facsimile.
This ronn is available for use by the entire real es\ate indu8Iry and is not in\ended to identify the user as a REAL TOR. REALTOR is a registered coIIeclive membership
mark which may be used only by real esIale Ilcensees who are member8 of the National Association of REAlTORS and who subscribe ID its Code of Elhics.
The copyrighllaws of tile Uniled Slates (17 U.S. Code) forbid the unauthorized reprodUCtiOn or blank forms by any ~ including facsimile or comoulErized forms.
BRO.51b Rev. 1 DI04 C 2004
Florida Association or REAl TORS8 An Rights Reserved
This form produced by: u.tt.t..,....,..tfafJar.... lIOO-33S-1027
Commission Agreement
FLORIDAASSOClATION OF REALTORSID
,
Date
ZI25IIJ5
("SeIIedLessor")
('"BI'oker'") may show
DAWN II. VINCENT.. DSA CONCH BRI.IISER$./NC.
agrees that S1'EW:W D. SCHWAR7Z BROKER.. SEAPORT.. LLC
and will use diigent eft'ort to:
(Check One):
~ sell
o lease
Seller'slLessor"s Property located at SALU1F RESTAURANT (BUSINESS OPPORTUNITY ONLY)
1000 ATLANTIC BLVD. KEY WEST. FI.. 330fD
to ~ J. GOIIZON. A IlElll/LYFnRM1=n R...ORInJ4 ~ ASSIGNS
(Property),
(Prospect).
In the event the Property is:
(Check One):
H sold, optioned, co..bcM-W to be sold
o leased
to Prospect procured by Broker. within
1l1li days of the date referenced above, SeIIeI1Lessor agrees to pay Broker:
(Complete One):
o $
a
o
o other
-1P-,,-O
% of the gross purchase price of the Property.
% of the gross lease value of a Ieese exea.ded regardiJag the Property.
The fee shall be paid to Brobr by Sellerll.essor in 1he event of sale, at time of closing the sale; or in the event of lease at
time of lease eveadion. 8Iobr"s fee is due If Seller defauIIs on a t"~1ted sales conbad with Prospect or if Seller agrees
with Prospect to cancel an executed sales co.lbtd
Other Provisions: NlA
~ ^J~~__
Date
SelIerIlessor
Date
~
Broker
BrokeIage Oftice
Accepted By
Tille
---..,--.--
Date
CA-4
10104
C2OO4 Florida Anociatian of REALTORse
AI Rights Re&erved
IB~
--=
Addendum
#1
,
Cancer ning the property known as
$M.J.lJ'E-'~E$.I.8UBMJT 1000All.ANJlC..~_~_.
THIS CONTRACT SUBJECT ro THE ASSIGNABII.ITY OF IIONROE COUNTY LEASE PRESENTLY IN Cl"'f"'U;I TO FRANCIS J. GONZON
~NDIOR ASSIGNS.
BUYER HAS 3D DA YS FROII THE Cl"l"l:f.;TlVE DATE 10 PERFORII ANY AND ALL DUE IJII.IGEIICE HE MAY DEEII NECESSARY
~,MAY TERJllNATE THIS CONTRACT BASED ON RESlJ1.7S OF SAID DUE DILlGEM:C MDOR INSPECTION.
THIS CONTRACT IS SIJ8JECT TO APPROVAL OF THE STATE OF R.ORIDA TRANSFERRING nE PRESENT SRX UQIJOR LICENSE
f!J./!'YCE TO FRANCIS J. GOtIZON AIIIWR ASSIGNS.
$ELLER tDAWW. WfCEN1J IS A LICEIISED R.ORIDA REAL ESTATE AGENT..
SELLER OFFERS NO WARRANTY ON IJULD/NG FIXJ1JRES AM:JIOR EQUFfIENT EITHER ~$B) OR IIIPL/ED..
-
~IGINAL AR7WOR.K BY CHRIlmNE BLACK THAT IS PRESENTLY ON CONSIGNIIENT IS NOTIM:LUDED IN THIS TRANSACTION.
~
Date
~A~ A^ ~~
Date
1125105
Date
;jgnature
Date
his form is licensed for use with F-.. ........ILbD.,. Fonns Software \IS.O
800-336-1OZT