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HomeMy Public PortalAboutGreat Life Agreement 9-14 with the Crossing1 Vendor Agreement THIS VENDOR AGREEMENT effective as of this 14th day of September 2021, between GL Services, a Kansas limited liability company, hereinafter referred to as "Manager" and The Crossing at Blackwater LLC, a Florida limited liability company, hereinafter referred to as "Vendor”. WITNESSETH: WHEREAS the Manager is the manager of a golf course and clubhouse located at 4927 Antioch Rd, Crestview Florida, 32536, and whereas Vendor desires to operate Food and Beverage at such premises. NOW, THEREFORE, in consideration of the premises it is mutually agreed between the parties hereto as follows: 1. Consideration and Premises. In consideration of the fee hereinafter reserved and the agreements hereinafter contained to be observed and performed by the Vendor, the Manager operates the real property situated in the City of Crestview, County of Okaloosa, State of Florida, and more particularly described as: See attached Exhibit “A” 2. Purpose for which Demised Premises to be used. Vendor agrees to use the demised premises for the purpose of operating a restaurant and bar subject to the terms and conditions herein contained and for no other purpose unless agreed to in writing by the Manager, all in conformance with the laws and regulations of the State of Florida, Okaloosa County and City of Crestview. Vendor agrees to occupy the said demised premises continuously and constantly during the term hereof for said purpose actively engaging in said business. 3. Term. Manager hereby authorizes the use of the demised premises unto the Vendor for the initial period of five (5) years with a trial period of one (1) year. The usage period shall commence on the 1st day of January 2022. Vendor acknowledges that it will occupy the demised premises without assigning or subletting said premises. After the “trial” period, Manager and Vendor will review first year’s sales and operations. 4. Renewal. Vendor shall have the option of renewing this agreement for three additional terms of five (5) years at the fee as hereinafter set forth and upon the same terms and conditions as herein contained and the agreement shall so automatically renew unless the Manager receives a notice, in writing, from Vendor at least six (6) months prior to expiration of this agreement of the Vendor's desire to terminate. If the Vendor exercises the three additional renewal terms on this agreement, the term will be twenty (20) years. 5. Fee. In consideration of the operation of the demised premises Vendor agrees to take and occupy said demised premises as Vendor and pay as a base fee for said demised premises, to the 2 Manager a fee of 8% of gross sales up to the first 1,000,000 (80,000). After gross sales reach 1,000,000 in sales the fee moves to a variable fee of 10% of sales. Said fee shall be payable monthly. Said monthly fee shall be due on the 1st of each month but shall not be considered delinquent if paid not later than the 10th of each calendar month. Gross sales are all revenue generated by food and beverage sales. Monthly reporting of gross sales will be used to calculate fee. 6. Right of Assignment or Subletting. The Vendor shall not assign this agreement or sublet all or any portion of the demised premises. 7. Waste and Nuisance. The Vendor covenants not to commit nor to permit any waste whatever and that it will allow no nuisances to exist on said demised premises, and will, free of expense to the Manager, when required by the proper authorities, abate all nuisances. 8. Maintenance of Premises. The Vendor shall, at its expense, keep the restaurant kitchen, dining room, patio, and parking lots in good order, condition, and repair during the entire term of this agreement, ordinary wear, and loss by fire and\or other casualty excepted. Vendor, at its expense, shall replace immediately all broken glass fixtures or furnishings with other articles of the same kind and quality as those being replaced. Manager, or its authorized representatives, shall be hereby given the right to inspect the demised premises and furnishings, or any part or replacement thereof at all reasonable times, for the purpose of determining what repairs or replacements, if any, are necessary, or for any other proper purpose whatsoever. Upon the termination of this agreement, by lapse of time or otherwise, Vendor shall yield-up the demised premises to the Manager in as good repair, and working order and condition, as when received by it, ordinary wear and tear and loss by fire or other insured casualty excepted. 9. Taxes. Vendor shall also be responsible for all personal and sales taxes associated with the restaurant. Any taxes applicable to any additional improvements or development by Manager shall be the responsibility of Manager. Vendor shall promptly pay when due all taxes, license fees and other governmental impositions levied or charged against the business conducted in or on the demised premises, and on the personal property situated in, on and about the demised premises, including, but not in limited to, state, county, and local personal property taxes, and sales, occupational or other excise taxes in sufficient time to prevent delinquency thereof. Vendor shall promptly pay when due any and all state, county and local taxes levied or charged against the demised premises and claims for local improvements or other assessments in sufficient time to prevent any delinquency thereof. Vendor may, in good faith, contest any tax, assessment, levy rate or other governmental charge or imposition which, under the provisions hereof, it shall be required to pay. In the event of such contest, failure by the Vendor to pay such tax, assessment, levy rate or other governmental charge or imposition when due and payable shall not constitute a default hereunder. If the Vendor shall not pay, as hereinabove provided, any taxes in connection with the demised premises, or if the Vendor shall fail to procure or maintain any of the insurance required to 3 be procured and maintained by it, pursuant to the provisions of this agreement, or shall fail to make required repairs or replacements, the Manager may, at its option, but need not, pay any such, taxes or other governmental impositions, or procure such insurance, or make such repairs or replacements. The amount of any such payment made by the Manager, together with the interest thereon at the rate of ten percent (10%) per annum until repaid shall be deemed and treated to be additional fees due and payable immediately by the Vendor. 10. Insurance. Vendor shall procure on or prior to the date of the commencement of occupation and maintain continuously during the entire term hereof, fire, windstorm, and extended coverage insurance on the demised premises in a sum equal to the full replacement value thereof. Vendor shall procure on or prior to the date of the commencement of this agreement, and maintain continuously during the entire term hereof, fire, windstorm, and extended coverage insurance on the contents of the demised premises in a sum equal to the full insurable value thereof. Said insurance herein provided for shall be obtained from companies satisfactory to both Manager and Vendor and shall be payable to the Manager, Manager's mortgagee (if any) and Vendor as their respective interests may appear. 11. Destruction of Premises. Should the building upon the demised premises be partially or destroyed by fire or other insured cause, the Manager shall cause the owner to repair the damage immediately and restore the building to its original condition. In the event Manager fails or refuses to accomplish the necessary repairs with reasonable expedition to minimize Vendor's inconvenience and loss, Vendor shall have the right to make such necessary repairs to protect its interest and to restore the building to its former condition, and Vendor shall claim and be entitled to a credit against the fee due hereunder for the monies expended to make such necessary repairs. Vendor shall be allowed an abatement in the fee for such time as the building is untenable due to fire or other insured casualty; and in the event of such cause, there shall be a proportionate abatement in fee to the extent that the demised premises are untenable. Should the building be damaged by any cause whatever so that rebuilding or repairs are not completed in six (6) months, this agreement shall be terminated at the option of the Vendor. 12. Indemnify Manager. Manager shall not be liable for any damage either to person or property, sustained by the Vendor or by any person because the demised premises, or any part thereof, become out of repair, or because of the occurrence of any accident in, on, or about the demised premises, or because of any neglect or act by any person, unless any such damage shall be caused by the default or negligence of the Manager or its agents or employees. Vendor agrees to indemnify and save harmless the Manager and Manager's mortgagee (if any), against any such claim or judgment thereof, including the cost of defending against any suit filed against Manager on any claim. The Vendor shall likewise procure for the protection of Manager, General Liability Insurance in limits of One Million Dollars ($1,000,000.00) for injury to or death of one person and Three Million Dollars ($3,000,000.00) for injury to or death of any number of persons in any one accident, and Fifty Thousand Dollars ($50,000.00) as respect to property damage. All policies of insurance herein provided for shall be obtained from companies satisfactory to Manager, and certificates of insurance shall be deposited with Manager and Manager's mortgagee (if any). 13. Condemnation. If the whole or any substantial part of the demised premises should be taken for any public or quasi-public use under any governmental law, ordinance, or regulation or by 4 right of eminent domain, or should be sold to the condemning authority under threat of condemnation, this agreement shall terminate and the fee shall be abated during the unexpired portion of this agreement, effective when the physical taking of said premises shall occur. If less than a substantial part of the demised premises shall be taken for any public or quasi- public use under any governmental law, ordinance or regulation, or by any right of eminent domain, or should be sold to the condemning authority under threat of condemnation, this agreement shall not terminate, but Manager shall, at its sole expense restore and reconstruct the demised premises to the extent necessary to fulfill the uses as intended by the Vendor. The fee payable hereunder during the unexpired portion of this agreement shall be adjusted to such extent as may be fair and reasonable under all of the circumstances. No money or other consideration shall be payable by the Manager to the Vendor for the right of cancellation and the Vendor shall have no right to share in the condemnation award or in any judgment for damages caused by the taking or the change of grade. Nothing in this paragraph shall preclude an award being made to Vendor for loss of business or depreciation to and cost of removal of equipment or fixtures. 14. Right to Subordinate. Manager covenants, warrants and represents that it has full right and power to execute and complete this agreement and to grant the estate demised herein and that Vendor, on payment of the fee herein reserved and performing the covenants and agreements herein contained, shall peaceably and quietly have, hold and enjoy the demised premises during the full term of this agreement and any extension or renewal hereof; provided, however, that Vendor accepts this agreement subject and subordinate to any recorded mortgage, deed of trust, or other lien presently existing upon the demised premises. Manager is hereby irrevocably vested with full power and authority to subordinate Vendor's interest hereunder to any mortgage, deed of trust, or other lien hereafter placed on the demised premises, and Vendor agrees upon demand to execute such further instruments subordinating this agreement as Manager may request, provided such further subordination shall be upon the express condition that this agreement shall be recognized by the mortgagee and that the rights of Vendor shall remain in full force and effect during the term of this agreement so long as Vendor shall continue to perform all of the covenants and conditions of this agreement. 15. Operating Standards. Vendor shall be held to mutually agreeable Operating Standards, to be determined, which would include hours of operation. 16. Acts of Default Defined. Each of the following events shall be deemed a default by the Vendor and a breach of this agreement: a. Failure to pay the fee herein reserved or any part thereof, for a period of fifteen (15) days after notice. b. Failure to maintain Operating Standards as herein prescribed. c. Failure to do, observe, keep, and perform any of the terms, covenants, conditions, agreements, and provisions of this agreement contained, on the part of the Vendor to be done, observed, kept and performed, for a period of thirty (30) days after notice. d. The abandonment of the demised premises by the Vendor, the adjudication of the 5 Vendor as bankrupt, the making by the Vendor of a general assignment for the benefit of creditors, the taking by the Vendor of the benefit of any insolvency act or law, the appointment of a permanent receiver or trustee in bankruptcy for the Vendor's property, the appointment of a temporary receiver which is not vacated or set aside within ninety (90) days from the date of such appointment, and any failure to do, observed, keep and perform any of the terms, covenants, conditions, agreements and provisions in this agreement contained on the part of the Vendor to be done, observed, kept and performed. For the purposes of subparagraph (a) of this Paragraph 16, if the default complained of be a default other than one which may be cured by the payment of money, no default on the part of the Vendor in the performance of work required to be performed, or acts to be done, or conditions to be met, shall be deemed to exist if steps shall have been in good faith commenced promptly by the Vendor to rectify the same and shall be prosecuted to completion with diligence and continuity. 17. Notices. Any and all notices required or desired to be served by Manager upon Vendor, shall be in writing and shall be deemed to have been sufficiently served if the same shall have been deposited in the United States Postal Service, postage prepaid, certified and addressed to: The Crossing at Blackwater Michael Carroll 168 South Main Street Crestview Florida, 32536 Any notice, demand, or communication under or in connection with this agreement may be served upon Manager by personal service or by mailing the same by certified mail in the United States Postal Service, postage prepaid and directed to Manager at: GreatLIFE Services, LLC Brett Klausman 18145 W 87th Pkwy Lenexa, KS 66219 cc: Legal 3024 SW Wanamaker Rd., Suite 300 Topeka, KS 66614 Either Manager or Vendor may change such address or addresses by notifying the other party in writing as to such new address as Manager or Vendor may desire to use and said new address shall continue as the address until further written notice. 6 18. Remedies Upon Default. This agreement is made upon the express condition that if default be made in the payment of the fee above reserved, or any part thereof, or if Vendor fails or neglects to perform, meet, or observe any of Vendor's obligations hereunder, or if Vendor shall abandon or vacate said premises, or if any event shall occur which, under the terms hereof, gives the Manager the right to terminate this agreement, all subject to the conditions of default as set forth in Paragraph 18 hereof, the Manager or legal representative of Manager at any time thereafter without notice or demand, may lawfully declare said term ended, and re-enter said demised premises, or any part thereof, either with or without process of law, and expel, remove, and put-out Vendor or any person or persons occupying said premises, and may remove all personal property therefrom, and store the same at the cost and expense of Vendor, using such force as may be necessary again to repossess and enjoy said premises as before this demise, without prejudice to any remedies which might otherwise be used for arrears of fees or preceding breach of covenant or condition, and without liability to any person for damages sustained by reason of such removal. Manager may likewise, at Manager's option and in addition to any other remedies which Manager may have upon such default, failure or neglect, give to Vendor written notice of such default, failure or neglect and advise Vendor thereby that, unless all the terms, covenants and conditions of this agreement are fully complied with within thirty (30) days after the giving of said notice, the entire amount of fees herein reserved or agreed to be paid and then remaining unpaid shall immediately become due and payable upon the expiration of said thirty (30) days, and unless all the terms, covenants, and conditions of this agreement are fully complied with by Vendor within said thirty (30) days, the whole of said fee shall immediately become due and payable upon the expiration of said thirty (30) days without further notice to Vendor; provided that, if the nature of the default be such that once made it cannot be cured nor the terms of the agreement complied with in that respect and that instance such thirty (30) days' notice shall not be required, but the entire amount of said fee remaining unpaid may be declared and payable forthwith. 19. Cumulative Remedies, Non-Waiver. The subsequent acceptance of fee hereunder by Manager shall not be deemed a waiver of any preceding breach of any obligation hereunder by Vendor, other than the failure to pay the fees so accepted or of any condition entitling Manager to terminate this agreement; and the waiver of any breach of any covenant or condition by Manager shall not constitute a waiver of any other breach regardless of knowledge thereof. All rights, powers, options, or remedies of Manager cumulative and the exercise of one right, power, option and remedy shall not bar other rights, powers, options, or remedies allowed herein or by law. 20. Time of Essence. Time is of the essence of this agreement and of each covenant, condition and provision herein contained. IN WITNESS WHEREOF, the said parties aforesaid have duly executed the foregoing instrument or cause the same to be executed on the day and year first above written. 7 MANAGER: GreatLIFE Services, LLC A Kansas Limited Liability Company By: James B. Klausman, President VENDOR: The Crossing at Blackwater, LLC A Florida Limited Liability Company By: Michael Carroll, Owner 8 EXHIBIT A Legal Description