1612295 in the circuit court of the 17th judicial...

1612295IN THE CIRCUIT COURT OF THE 17TH JUDICIALCIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA

CASE NO. CACE 16-003586

ARBOL REAL ESTATE, LLC, VACATIONRENTAL ARGENTINA, LLC, FG VACATIONS,LLC, DESIGN SUITES MIAMI, INC., d/b/aDESIGN SUITES HOLLYWOOD BEACH andFACUNDO YEBNE,

Plaintiffs,

V,

THE HOLLYWOOD BEACH RESORTCONDOMINIUM ASSOCIATION, INC.,HOLLYWOOD BEACH HOTEL OWNERSASSOCIATION, INC., HHBR, LLC,HOLLYWOOD BEACH RESORT RENTALPROGRAM, LLC, d/b/a SG RESORTSINTERNATIONAL and RICHARD SCHECHER,SR.,

Defendants.

DEFENDANTS, HOLLYWOOD BEACH RENTAL RESORT PROGRAM, LLC, D/B/ARESORTS INTERNATIONAL AND RICHARD SCHECHERÿSR.'S ANSWERÿ

AFFIRMATIVE DEFENSES ANDCOUNTERCLAIMS

COMES NOW Defendants, HOLLYWOOD BEACH RESORT RENTAL

PROGRAM, LLC, d/b/a SG RESORTS INTERNATIONAL, and RICHARD SCHECHER,

SR., by and through undersigned counsel, and file this, their Answer, Affirmative

Defenses and Counterclaims, and state as follows:

1. Defendants, HOLLYWOOD BEACH RESORT RENTAL PROGRAM, LLC,

d/b/a SG RESORTS INTERNATIONAL, (hereinafter referred to as "SG") and RICHARD

Filing # 42158276 E-Filed 05/31/2016 07:36:24 PM


SCHECHER, SR., (hereinafter referred to as "SCHECHER,") admit the allegations

contained in Paragraph 1 of Plaintiffs' complaint for jurisdictional purposes only.

2. Defendants SG and SCHECHER admit that venue is proper in Broward

County Florida, but deny the remaining allegations contained in Paragraph 2 of

Plaintiffs' Complaint, and demand strict proof thereof.

3. Defendants SG and SCHECHER have no knowledge of the allegations

contained in Paragraph 3 of Plaintiffs' Complaint, and therefore deny same and demand

strict proof thereof.













8. Defendants SG and SCHECHER admit the allegations contained in

Paragraph 8 of Plaintiffs' Complaint.

2



Paragraph 9 of Plaintiffs' Complaint.


contained in Paragraph 10 of Plaintiffs' Complaint, and therefore deny same and

demand strict proof thereof.

11. Defendants SG and SCHECHER admit that SG is a limited liability

company that exists and transacts business in Broward County, Florida, and denies the

remaining allegations contained in Paragraph 11 of Plaintiffs' Complaint, and therefore

deny same and demand strict proof thereof.

12. Defendants SG and SCHECHER admit that SCHECHER is over 18 and

suijuris, and denies the remaining allegations contained in Paragraph 12 of Plaintiffs'

Complaint, and therefore deny same and demand strict proof thereof.

FACTS COMMON TO ALL COUNTS


Paragraph 13, or Plaintiff's Complaint.







3





17. Defendants SG and SCHECHER admit that SG has an exclusive hotel

management agreement with Hollywood Beach Hotel Owners Association, Inc., The

Hollywood Beach Resort Condominium Association, Inc. and HBBR, LLC, which defines

its obligations and rights of SG at the Hollywood Beach Resort. The contract speaks for

itself, and Defendants SG and SCHECHER deny Paragraph 17 to the extent that it

conflicts with the contract, and demand strict proof thereof.

18. Defendants SG and SCHECI-tER deny the allegations contained in

Paragraph 18 of Plaintiffs' Complaint, and demand strict proof thereof.

19. Defendants SG and SCHECHER deny the allegations contained in


20. Defendants SG and SCHECHER admit that SG has an exclusive hotel

management agreement with Hollywood Beach Hotel Owners Association, Inc., The

Hollywood Beach Resort Condominium Association, Inc. and HBBR, LLC, which defines

its obligations and rights of SG at the Hollywood Beach Resort. The contract speaks for

itself, and Defendants SG and SCHECHER deny Paragraph 20 to the extent that it

conflicts with the contract, and demand strict proof thereof.

21. Defendants SG and SCHECNER deny the allegations contained in


22. Defendants SG and SCHECHER admit that SG owns and operates a key

card reader which creates keycards that provide access to residential guests at resort,

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and deny the rest of the allegation in Paragraph 21 of Plaintiff's Complaint, and demand








25. Defendants SG and SCHECHER admit that the Declarations of

Condominium govern owner's rights and obligations with respect to the Hollywood

Beach Resort, and Defendants SG and SCHECHER deny Paragraph 25 of Plaintiff's

Complaint to the extent that it conflicts with the P, esort's governing documents, and









29. Defendants SG and SCHECHER admit that SCHECHER has posted on

online forums, but denies the remaining allegations contained in Paragraph 29 of

Plaintiffs' Complaint, and demand strict proof thereof.

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EMERGENCY MOTION FOR TEMPORARY INJUNCTION

47. Defendants SG and SCHECHER adopt and reallege Paragraphs 1-46 as

if fully restated herein.



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Paragraph 50 of Plaintiffs' Complaint, and demand stdct proof thereof.





53. Defendants SG and SCHECHER deny the allegations contained fn


54. Defendants SG and SCHECHER deny the allegations contained ÿn








COUNT IPERMANENT INJUCTIVE RELIEF

Defendants SG and SCHECHER adopt and reallege Paragraphs 1-46 as58.




!


60. Defendants SG and SCHECHER deny the allegations contained tn






63. Defendants SG and SCHECFIER deny the allegations contained in


64. Defendants SG and SCHECHER deny the allegations contained fn




66. 'Defendants SG and SCHECHER deny the allegations contained In










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COUNT IITORTIOUS INTERFERENCE WITH CONTRACT

75. Defendants SG and SCHECHER adopt and reallege Paragraphs 1-46 as














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COUNT IIIDEFAMATION PER SE

Defendants SG and SCHECHER adopt and reallege Paragraphs 1-46 as82.












AFFIRMATIVE DEFENSES

88. For their First Affirmative Defense, Defendants SG and SCHECHER

affirmatively allege that Plaintiffs' claims are barred by the doctrine of unclean hands,

and should be dismissed with prejudice.

89. For their Second Affirmative Defense, Defendants SG and SCHECHER

affirmatively allege that they had no knowledge of any contract.

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90. For their Third Affirmative Defense, Defendants SG and SCHECHER

affirmatively allege that Defendants did not intend for any alleged conduct to interfere

with any alleged contract.

91. For their Fourth Affirmative Defense, Defendants SG and SCHECHER

affirmatively allege that no contract was breached by Plaintiffs.

92. For their Fifth Affirmative Defense, Defendants SG and SCHECHER

affirmatively allege that Plaintiffs' claims of Defamation Per Se are barred because any

statements alleged to have been made by SCHECHER, concerning Plaintiffs were true.

93. For their Sixth Affirmative Defense, Defendants SG and SCHECHER

affirmatively allege that any statements alleged to have been made by SCHECHER as

asserted by Plaintiffs' in their Complaint were pure expressions of opinion and are

constitutionally protected from attack on Defamation grounds.

94. For their Seventh Affirmative Defense, Defendants SG and SCHECHER


asserted by Plaintiffs' in their Complaint were substantially true and coupled with a good

motive.

95. For their Eight Affirmative Defense, Defendants SG and SCHECHER


asserted by Plaintiffs' in their Complaint were not defamatory.

96. For their Ninth Affirmative Defense, Defendants SG and SCHECHER


asserted by Plaintiffs' in their Complaint were made without knowledge that the

statements themselves were false,

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97. For their Tenth Affirmative Defense, Defendants SG and SCHECHER


asserted by Plaintiffs' in their Complaint were made in good faith.

98. For their Eleventh Affirmative Defense, Defendants SG and SCHECHER


asserted by Plaintiffs' in their Complaint were not offensive to the average member of

the community.

99. For their Twelfth Affirmative Defense, Defendants SG and SCHECHER


asserted by Plaintiffs' in their Complaint consist of protected free speech in a privileged

setting, such that Plaintiffs' complaint must be dismissed.

100. For their Thirteenth Affirmative Defense, Defendants SG and SCHECHER

affirmatively allege that Plaintiffs' have failed to satisfy the conditions precedent for

instituting an action for Defamation Per Se pursuant to Fla. Stat. §770.01, and therefore,

Plaintiffs' claim for Defamation should be dismissed with prejudice.

101. For their Fourteenth Affirmative Defense, Defendants SG and

SCHECHER affirmatively allege that Plaintiffs have failed to mitigate their damages.

102. For their Fifteenth Affirmative Defense, Defendants SG and SCHECHER

affirmatively allege that Plaintiffs have an adequate remedy at Law, and are therefore,

not entitled to a Temporary or Permanent Injunction.

103. Defendants SG and SCHECHER reserve the right to amend these

Affirmative Defenses.

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DEMAND FOR JURY TRIAL

Defendants SG and SCHECHER hereby demand a trial by jury of all issues so

triable as a matter of right.

Respectfully submitted as to Counterclaims,

BY:/s/Mark D. Goldstein

Mark D. Goldstein, Esq.Florida Bar No. 667099Christopher T. Corkran, Esq.Florida Bar No. 179736

COUNTERCLAIMS

Now come Defendant/Counter-Plaintiffs, HOLLYWOOD BEACH RESORT

RENTAL PROGRAM, LLC d/b/a SG Resorts International, (hereinafter, "HB Resort")

and Richard Schecher, St. ("Richard Schecher'), by and through undersigned counsel,

and hereby counterclaims and sues Plaintiff/Counterclaim Defendant Design Suites

Miami, Inc., d/b/a Design Suites Hollywood Beach (hereinafter, "Design") and Facundo

Yebne ("Facundo'), and alleges and avers as follows:

INTRODUCTION

1. This lawsuit involves a historic beachfront property known as the

"Hollywood Beach Resort," which is located on the historic Hollywood Beach Boardwalk,

at 101 North Ocean Drive, Hollywood, Florida 33019 (hereinafter, the "Hollywood Beach

Resort").

2. The Hollywood Beach Resort is a "mixed-use" property, consisting of

approximately 360 residential condominium unit owners, 1,700 timeshare owners and

two commercial condominium units.

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3. Because of the mixed use of the Hollywood Beach Resort, there is a

master association, known as the Hollywood Beach Hotel Owners Association, Inc.

("Master Association"), which is responsible for the operation, maintenance and

management of the common elements, and for the issuance of assessments to pay for

the same, for the entire Hollywood Beach Resort. At the same time, it operates as a

timeshare association for the timeshare owners. Thus, the master association serves

both as a condominium association, as defined by Fla. Stat. § 718.103(2), and as a

timeshare owners' association, as defined by 721.05(27), for the Hollywood Beach

Resort.

4. There is also a condominium association, known as The Hollywood

Beach Resort Condominium Association, Inc. (hereinafter, the "Association"), which is a

Florida not-for-profit corporation, with a principal place of business at 101 N. Ocean

Drive, #8, Hollywood, Florida 33019, whose members are limited to the owners of

condominium residential units and condominium commercial units located at the

Hollywood Beach Resort. Thus, it operates as a condominium association, as defined

by Fla. Stat. § 718.103(2).

5. HHBR, LLC is a Florida limited liability company, which is owned by the

Association and Master Association.

6. The certificate of use, declaration, and by-laws for the Hollywood Beach

Resort, Master Association and the Association, preclude persons from permanently

occupying the residential units or timeshare units.

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JURISDICTION AND PROCEDURAL BASES OF COUNTERCLAIMS

7. HB Resort is a Florida limited liability, organized under the laws of the

State of Florida, which does business in Broward County, Florida, including at the

Hollywood Beach Resort. Richard Schecher is its sole member/owner.

8. Design is a Florida corporation, organized under the laws of the State of

Florida, which does business in Broward County, Florida, including at the Hollywood

Beach Resort.

9. This is an action for damages, which exceeds $15,000.00, exclusive of

costs, interest and attorneys' fees, and an action for declaratory judgment.

10. Venue is proper in Broward County, Florida, because: a) HB Resort and

Design do business in Broward County, Florida, including at the Hollywood Beach

Resort; and b) the causes of action alleged herein all arose in Broward County, Florida.

11. As alleged more fully below, the Counterclaims alleged herein are brought

pursuant to Fla. R. Civ. P. 1.170, as they arise out of the transaction or occurrence that

is the subject matter of Design's and Facunde's claims in this lawsuit, and they do not

require for their adjudication the presence of third parties over whom the court cannot

acquire jurisdiction.

GENERAL ALLEGATIONS

HB RENTAL'S EXCLUSIVE HOTEL RENTAL AGREEMENT

12. Prior to February 2016, HHBR, LLC operated a hotel rental program at

The Hollywood Beach Resort.

13. HB Rental is licensed as a hotel operator by the State of Florida.

14ÿ On or about February 22, 2016, HB Rental entered into an "Exclusive

Hotel Management Agreement" ("Exclusive Hotel Agreement") with the Master

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Association, Association and HHBR, LLC (hereinafter sometimes collectively,

("Associations").

15. A true and accurate copy of the Exclusive Hotel Agreement is attached

hereto as Exhibit A.

16.

17.

The Exclusive Hotel Agreement remains in full force and effect.

Pursuant to the Exclusive Hotel Agreement, HB Rental was appointed and

engaged to maintain, operate, manage and supervise a hotel rental program at the

Hollywood Beach Resort.

18. Pursuant to the Exclusive Hotel Agreement, HB Rental was granted the

exclusive right to occupy and use certain premises for its hotel rental program,

commonly known as the "Front Desk," "Storage Room," and "Laundry Room," and to

occupy the "Office," free of rent, expenses and charges.


exclusive right, authority, discretion and control over all matters relating to the operation,

management and maintenance of its hotel rental program at the Hollywood Beach

Resort.


exclusive right to operate its hotel rental program at Hollywood Beach Resort, which

means the following:

a. The Associations cannot operate their own hotel rental

program at The Hollywood Beach Resort;

b. The Associations cannot allow third parties who do not own

units at the Hollywood Beach Resort, including another licensed hotel

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operator, to operate a hotel rental program and carry-out hotel operations

on the premises of the Hollywood Beach Resort; and

c. The Associations cannot assist or encourage third parties

who do not own units at the Hollywood Beach Resort, from renting units at

the Hollywood Beach Resort, pursuant to operations conducted off the

premises of the Hollywood Beach Resort.

21. One of the reasons for granting HB Rental this exclusive hotel

management program is to maintain rental standards and unit standards. Another

reason is to maintain appropriate security. For example, if more than one hotel operator

were allowed to operate on the premises, it would be difficult for the Associations to

maintain reasonable security at the Hollywood Beach Resort. This is because there

would be no control over screening of transient guests or appropriate screening of hotel

operation staff, such as housekeepers and maintenance personnel.

22. Pursuant to the Exclusive Hotel Agreement, owners of units at the

Hollywood Beach Resort, who rent their own units, are required to comply with all

applicable laws, and must submit their registration through HB rental.

23. Pursuant to the Exclusive Hotel Agreement, owners of units at the

Hollywood Beach Resort, who rent their own units without participating in HB Rental's

hotel management program, are entitled to have HB Rental manage their registration for

no extra charge.

24. Pursuant to the Exclusive Hotel Agreement, third parties who do not own

units at the Hollywood Beach Resort, including another licensed hotel operator, are not

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entitled to have their registration handled by HB Rental, and HB Rental has the right to

charge fees to such third parties if it elects to handle their registration.

DESIGN'S IMPROPER HOTEL RENTAL PROGRAM ON THE PREMISES OF THEHOLLYWOOD BEACH RESORT

25. Design is licensed as a hotel operator by the State of Florida.

26. After HB Rental entered into the Exclusive Hotel Agreement, Design

operated a hotel rental program and carried-out hotel operations on the premises of the

Hollywood Beach Resort, renting units that did not own to third parties.

27. Design's business address was "Hollywood Beach Resort, 101 North

Ocean Drive, Suite 103, Hollywood, Florida 33019."

28. The Exclusive Hotel Agreement precludes Design from operating any

such hotel rental operations on the premises.

DESIGN'S BREACH OF SECURITY AND ATTEMPTED THEFT OF HB RENTAL'SCARD READER MACHINE

29. Hotels typically have key card machines that allow a hotel operator to

issue plastic key cards that allow entry to each room, rather than issuing a traditional

metal key. These key card machines enable the hotel operator to regulate access to the

rooms, the primary purpose of which is to provide security to the rooms and their rightful

occupants. Thus, a hotel operator will issue a plastic key card to each new guest that

allows the guest to gain entry to their room, which is then deactivated once the guest is

no longer occupying the room.

30. The Associations and HB Rental agreed that HB Rental would be the only

one that would maintain and utilize a key card reader at the Hollywood Beach Resort.

The primary reason for this exclusive designation of a key card machine to HB Rental

was to assist with security, as the Hollywood Beach Resort had significant problems

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with vandalism and crimes against persons in the past. Thus, HB Rental owns a key

card reader, which it uses to operate its hotel rental program at the Hollywood Beach

Resort.

31. HB Rental's key card machine was sold to HB Rental by Kaba Ilco, Inc., a

Canadian company.

32. HB Rental exclusively owns the key card machine, which includes

proprietary passwords and codes that allows only the possessor of the machine to issue

plastic key cards to all rooms at the Hollywood Beach Resort. HB Rental's account with

Kaba Ilco, Inc., is titled: "Hollywood beach Resort, 101 North Ocean Dr. Suite 8,

Hollywood, FL 33019 US."

33. On or about February 26, 2106, Facundo, individually, and on behalf of

Design, as its agent acting within the course and scope of its authority, telephoned

Kaba Ilco, Inc., and intentionally, falsely impersonated himself as a representative and

agent for HB Rental, and ordered a duplicate key card machine as the same one owned

by HB Rental. In ordering the duplicate key card machine, Facundo, individually and on

behalf of Design, further attempted to trick Kaba Ilco, Inc., by representing the

purchaser was the "Hollywood Beach Resort," but then requesting that it be shipped to

Design's specific business suite at the Hollywood Beach Resort. A true and accurate

copy of an Invoice, evidencing Facundo's fraudulent trickery, in part, is attached hereto

as Exhibit B.

34. Facundo knowingly, intentionally and fraudulently attempted to obtain a

duplicate of HB Resort's key card machine, so that he could make key cards and gain

access to every room at the Hollywood Beach Resort.

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35. Facundo's ordering of HB Resort's key card machine constituted a

material breach of security at the Hollywood Beach Resort.

36. The Board of Directors of the Associations immediately notified Facundo

and Design to cease any and all hotel rental operations at the Hollywood Beach resort,

which they unjustifiably refused to obey. Therefore, HB Resort, at the specific instruction

of the Board of Directors of the Associations, immediately ceased issuing any key cards

to Design or processing any of its registrations.

37. Facundo, individually and behalf of Design, acting as its agent within the

course and scope of his authority, then falsely accused HB Rental and Richard

Schecher of lying about his attempted theft of the key card machine, published to third

persons that they were lying, and filed this lawsuit in an attempt to mask his deception

and fraud.

DESIGN'S BREACH OF AGREEMENT WITH HB RENTAL

38. On or March 10, 2016, HB Resorts entered into an agreement with Design, which

was memorialized by handwritten notes followed by a typed agreement, a true and

accurate copy of which is attached hereto as Exhibit C (hereinafter, the "Agreement").

39. Pursuant to the Agreement, Design agreed, inter alia:

a. That it would pay 8% of the gross daily room rental to HB

Resort, which would then be recorded and paid by HB Resort to the

Master Association;

b. That it would pay $30 per month to HB Rental for each

condominium unit under lease or made available for rent at the Hollywood

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Beach Resort, as and for participation in the basic room maintenance

program;

c. That it would pay $30 per month to HB Rental for each


Beach Resort, as and for the cost of linens associated with providing daily

maid service;

d. That it would pay $15 per month to HB Rental for each

condominium unit made available for rent at the Hollywood Beach Resort,

as and for the cost of maid service or room cleaning;

e. That it would pay $100 per month to HB Rental for each


Beach Resort, as and for the services of HB Rental's front desk, including

check-in, check-out and guest services coordination; and

f. That it would not allow any unit owners that were not

presently in its rental program to join its rental program, and that it could

only solicit and sign up new owners who acquired ownership after the

Agreement to be part of its rental program.

40. Design and HB Rental agreed that the duration of the Agreement would

be as long as Design was renting rooms at the Hollywood Beach Resort.

41. HB Rental has satisfied all conditions precedent to the bringing of these

counterclaims.

COUNTIBREACH OFCONTRACT(HB RentalAgainstDesign)

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42. HB Rental re-alleges and incorporates Paragraphs 1 through 41 as if fully

re-written herein.

43. Plaintiff fully complied with the Agreement, and satisfied all conditions

precedent thereto, or they were waived.

44. Design materially breached the Agreement in March 2016, by advising HB

Rental that it was unilaterally terminating the Agreement.

45. Design materially breached the agreement in March 2016, by not timely

making the payments required.

46. As a direct and proximate result of said material breaches of Agreement,

Plaintiff suffered damages, consisting of general damages and special damages in the

form of future lost profits.

WHEREFORE, Plaintiff demands judgment for general and special damages in

the form of lost profits against Design, pre-judgment and post judgment interest, and

any other relief this Court deems just and proper.

COUNT IIDECLARATORY JUDGMENT

(HB Rental Against Design and Facundo)

47. HB Rental re-alleges and incorporates Paragraphs 1 through 41 as if fully re-

written herein.

48. This is a Count for declaratory relief against Design and Facundo to

declare that they cannot operate a hotel rental program and carryout hotel operations

on the premises of the Hollywood Beach Resort.

49. All necessary and proper parties with an interest in this matter are before

the Court.

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50. The Exclusive Hotel Agreement precludes third parties who do not own

units at the Hollywood Beach Resort, including another licensed hotel operator, from

operating a hotel rental program and carrying-out hotel operations on the premises of

the Hollywood Beach Resort.

51. The parties have an actual, present, adverse and antagonistic view of

whether Design and Facundo are allowed to operate a hotel rental program and

carryout hotel operations on the premises of the Hollywood Beach Resort.

52. There is a bona fide, actual, present practical need for a declaration, and

the declaration deals with a present, ascertained state of facts or a present controversy

as to a state of facts.

53. A determination that Design and Facundo cannot, directly or indirectly,

operate a hotel rental program and carry-out hotel operations on the premises of the

Hollywood Beach Resort, will be of practical help in resolving this controvery.

54. HB Rental's rights, obligations and privileges under the Exclusive Hotel

Agreement are dependent upon the facts or the law applicable to the facts.

55. All adverse interests are before the Court.

56. The relief sought herein is not merely the giving of legal advice by the

courts or the answer to questions propounded from curiosity.

57. There is a real and present need for a Court determination of the rights

and responsibilities of HB Rental and Design.

WHEREFORE, HB Rental respectfully requests that this Court declare that

Design and Facundo, directly or indirectly, cannot operate a hotel rental program and

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carryout hotel operations on the premises of the Hollywood Beach Resort, and award

HB Rental all other relief deemed appropriate and just.

COUNT IIIVIOLATION OF "FDUTPA"

(HB Rental Against Design and Facundo)

58. HB Rental re-alleges and incorporates Paragraphs 1 through 41 as if fully

re-written herein.

59. Facundo's and Design's attempt to obtain HB Rental's key card machine,

through false and fraudulent pretenses, followed by their lying about the same and false

accusation that Richard Schecher and HB Rental were lying, which they published to

third persons, constitutes a deceptive and unfair trade practice pursuant to Florida

Statute {}501.204(1).




third persons, constitutes unfair methods of competition, pursuant to Florida Statute

§501.204(1).

61. As a direct and proximate result of Facundo's and Design's deceptive and

unfair practice, HB Rental suffered damages and is entitled to recover its actual

damages, attorneys' fees and court costs, pursuant to Florida Statute §501.211(2).

WHEREFORE, Plaintiff respectfully demands judgment against Facundo and

Design, jointly and severally, as follows:

1) For actual damages pursuant to Florida Statute §501.211(2);

2) For an award of attorneys' fees and costs;

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3) All other relief this Court deems just and proper.

COUNT IVVIOLATION OF "FDUTPA"

(Richard Schecher Against Design and Facundo)

62. Richard Schecher re-alleges and incorporates Paragraphs 1 through 41

as if fully re-written herein.




third persons, constitutes a deceptive and unfair trade practice, and unconscionable

acts or practices, pursuant to Florida Statute §501 ÿ204(1).

64. As a direct and proximate result of Facundo's and Design's deceptive and

unfair practice, Richard Schecher suffered damages and is entitled to recover its actual

damages, attorneys' fees and court costs, pursuant to FIodda Statute §501.211(2).

WHEREFORE, Richard Schecher respectfully demands judgment against

Facundo and Design, jointly and severally, as follows:

4) For actual damages pursuant to Florida Statute §501.211(2);

5) For an award of attorneys' fees and costs;

6) All other relief this Court deems just and proper.

DEMAND FOR JURY TRIAL

Defendants/Counter-Plaintiffs hereby demand a trial by jury of all issues so

triable as a matter of right.

Respectfully submitted as to Counterclaims,

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BY:/s/Greqory R. Elder

Gregory R. Elder, Esq.Florida Bar No. 54006

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a copy hereof has been furnished by service through

the eportal to Nicole Giuliano, Giuliano Law, P.A., 500 East Broward Blvd., Suite 1710,

Fort Lauderdale, Florida 33394, [email protected], attorney for Plaintiffs; and

Gerard S. Collins, Esq., Kaye Bender Rembaum, P.L, 1200 Park Central Boulevard

South, Pompano Beach, Florida 33064, [email protected], attorneys for The

Hollywood Beach Resort Condominium Association, Inc., Hollywood Beach Hotel

Owners Association, Inc., and HHBR, L.L.C., on this ÿ 2016.

CONROY SIMBERGAttorney for Hollywood Beach Resort RentalProgram, LLC and Richard Schecher, Sr. as toClaims only3440 Hollywood Boulevard, Second FloorHollywood, FL 33021Telephone: (954) 961-1400 BrowardFacsimile: 954-518-8646Primary Email: [email protected] Email: [email protected] Email: [email protected]

By: /s/ Christopher T. CorkranChristopher T. Corkran, Esq.Florida Bar No. 179736Mark D. Goldstein, Esq.Florida Bar No. 667099

LAW OFFICES OF GREGORY R. ELDER, LLCAttorney for Hollywood Beach Resort RentalProgram, LLC and Richard Schecher, Sr. as toCounterclaims only

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108 S.E. 8th Avenue, Suite 114Fort Lauderdale, Florida 33301Telephone: (305) 546-1061Facsimile: 954-518-8646Primary Email: [email protected]

By: Is/Greqory R. ElderGregory R. Elder, Esq.Florida Bar No. 54006

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a copy hereof has been furnished by service through

the eportal to Nicole Giuliano, Giuliano Law, P.A., 500 East Broward Blvd., Suite 1710,

Fort Lauderdale, Florida 33394, [email protected], attorney for Plaintiffs; and

Gerard S. Collins, Esq., Kaye Bender Rembaum, P.L., 1200 Park Central Boulevard

South, Pompano Beach, Florida 33064, [email protected], attorneys for The

Hollywood Beach Resort Condominium Association, Inc., Hollywood Beach Hotel

Owners Association, Inc., and HHBR, L.L.C., on this __ day of ., 2016.

CONROY SIMBERGAttorney for Hollywood Beach Resort RentalProgram, LLC3440 Hollywood Boulevard, Second FloorHollywood, FL 33021Telephone: (954) 961-1400 BrowardFacsimile: 954-518-8646Primary Email: [email protected] Email: [email protected] Email: [email protected]

By: /s/ Christopher T. CorkranChristopher T. Corkran, Esq.Florida Bar No. 179736Mark D. Goldstein, Esq.Florida Bar No. 667099

Xq,ÿH PT g.L ÿMAÿ.ÿ MEN 3ÿA Gÿ EÿE MÿNX

THIS EXCLUSIVE HOTEL MANAGEMENT AGREEMENT (tile "Agreement") is made and effectiveFebruary 22, 2016, by and between HOLLYWOOD BFAClt RESORT RENTAL PROGRAM, LLC, aFlorida limited liability cmnpany ("Operator"), on the one hand, and THE HOLLYWOOD BEACHRESORT CONDOMINIUM ASSOCIATION, INC,, HOLLYWOOD BEACH HOTEL OWNERS ASSOCIATION,INC., and HHBR L b.C,, oil the other hand.

RECITALS

A Tire ÿHnilywood Beach Resort" is a historic resort mixed use property with condominium units,tlmeshare units and commercial condominium units, located at t01 North Ocean Drive, Hollywood,Florida 3301.9 (hereinafter, the "Hollywood Beach Reaort")ÿ

Bÿ HOLLYWOOD Bb2ACi'l HOTEL OWNERS ASSOCIATION. INC., is a Fÿarida not- for.progltcorporation, and serves as the "nlasteÿ associatJotÿ" and as a condomilÿiuÿ "Association," as deIllled

by Fin. Stat, § 718 !03[2), and as a timeshare "Owners' Association," as defined by 721,0S(27), atthe Hollgw{md Beach Resort

Cÿ TIlE HOLLYWOOD BEACH RESORT CONDOMINIUM ASSOCIATION. INC. is a Florida not-for-profitcorporation, and serves as the association {br tire condominium units and commercialcondominium units, pursuant to Fla. Slat. 71B, at the Hollywood Beach Resort;

D, HHBR L&,C,, is Florida Limited Liability Company, owned by HOLLYWOOD BEACII HOTELOWNERS ASSOCIATION, INC, and Till!; HOLLYWOOD BEACH RESORT CONDOMIN1UNIASSOCIATION, 1NC,, whicb operates a hotel rental program and restaurant/bar business for them atthe llollywood Beach Resort;

E. HOLLYWOOD BEACH RESORT RENTAL PROGRAM, LI,C, (hereinafter referred to as "Operator"),is a Florida Limited Liabi}ity Company, engaged In the business of operating condominium hotelrental programs, whose owner is presently Richard I, Sehecher, There are currently two lawstlitsbrought by entities owned by Richard ], Schecher relating to the llo}lywood Beach Resort, broughtagainst the HOLLYWOOD BEACH HOTEL OWNERS ASSOClATK)N, ÿNC. and THE HOLLYWOOD[lEACH RESORT CONDOMINIUM ASSOCIATION, INC., which are as followÿd: !) A lawsuit originallybrought by The Hollywood Beach Resort Condominium Association, [nc., to forec!ose on a llelÿ forur, paid assessments relating to Commercial lJnit 200, in which Creative Hospitality, lnc, cross-claims and eoonter-elaims, In the Circuit Court of the 17th ludicial Circuit of Florida, In and forBroward County, Florida Case No. !3- 017031 and 2) A lawsuU: brought by The Hollywood BeachResort Rental Program LLC, as a tenant and operator of a hotel rental program at the HollywoodBeach Resort, in the Circuit Court of the 17th ]udIdal Circuit o[ Florida, in and Nr groward County.Florida, Case No, 12ÿ023997, Further, a lawsuit was brought by The Hollywood Beach Resort RentalProgram LLC, as an owner" of a unit at {Ire Property, in the United States Oistrlct Court for theSouthern District of Florida, Case No. 14-22009 {"RICO Lawsuit"), against certain termer membersof the Boards of Directors of the Associations and the Associations, which was dismissed By theCourt as to the RICO counts, but without prejudice to re-file state taw clahns (all three of thea[oresaid lawsuits shall sometimes he referred to collectively hereinafter as the " SchecherLawsuits"};

G, HOLLYWOOD BP;ACI{ HOTEL OWNERS ASSOCIA'[ [ON, iNC., THE HOLLYWOOD BEACHRESORT CONDOMINIUM ASSOCIATION, INC, and HHBR LL,C, (hereinafter relerred toeo!leetNely as "Owner2' unless referred to by specific name) desire to hire, engage and contract with theHOI,LYWOOD BEACÿi" RESORT RENTAL PROGRAM, LLC,

Exhibit A

(hereinafter referred to as "Operator"), a Florida Limited IAability Compmÿy, to operate a hotelrental program for them on an exclusive basis at the Hollywood Beach Resort, and Operatordesires to accept the same, upon the terms and conditions set forth in this ALinement

NOW, THEÿFORE, in consideration of the mutual covenants contained in this Agreement andother good and valuable consideration, the receipt of which is hereby mutually acknowledged,Owner and Operator agree, covenant and promise aa follows: ARTICLE I

INCORPORATION OF RECITALS

1. I Incorporation of recitals. The above recitals are hereby incorporated tmrein as if fully reÿwritten herein.

ARTICLE I|

APPOINTMENT, COMPENSAÿTION AND LOCATION OF OPERATOR ANDSETTLEMENT ale LAWSUITS, OWNER WILl, NOT TO COMPETE WITI1

OPERATOR, AND OWNER CANNOT OPEN A COMPETING FRONT DESK DUPINGTHE DURATION OF THIS AGREEMENT.

2.1 Appointment of Operaton Owner hereby appoints and engages Operator, and Operatorhereby accepts appoiÿtmer!t, to maintain, operate manage, and supervise a hotel rental progn-ÿmat thÿ Hollywood Beach Resort, asa transient and condo hote! dues1 faoillty in accordance withthis Agnreement (hereinafter refbrred to as the "Hotel Rental Program"). This appoinlÿnent isexclusive and Owner shalI not, directly or indirectly, operate any hotel rental program at theHollywood Beÿch Resortÿ during the term of this Agreement, Further, Owner and Operatoracknowledge that owners of Hotel units sometimes attempt to operate hotel rental programs atthe Hollywood Beach Resort (hereinafter referred to collectively as "ARernative Renta!s', only ifrun by a third party), and that these Alternative Rental Programs have a negative impact at theHollywood Beach Resort due to, among other things, the lack of rental standards, the lack of unitstandards, and the lack of appropriate screening of guests. Therefore, Owner agrees net to oi'assist or encourage Alternative Rental Programs run by a third party, and Owner agrees toundertake reasonable efforts to enact roles and regulations regarding these Alternative RentalPrograms. The Alternative Rent,ntis does not include owners of units that attempt to rent theirtraits on their own. However, owners of units that rent their units on their own must comply withthe Declarations, By-Laws, all rules and regulations of tim Associations, and the local, state andfederal taws and regulations, and must submit their registratloe flÿrough Oÿrator. Owner shalluse his best efforts to enable ÿmit owners to comply.

2.2 Settlement of Lawsuilzs. Within seven days of delivery of a fully executed original of thisAgreement by Owner, approved by proper vote hy the Associations at ltollywood Beach Resort,the Scbecher Lawsuits will be dismissed with prejudice and will not be reÿfiled, provided there isno breach of this Agreement by Owner. Upon said dismissal, neither Oÿ,,ÿer nor the Scbechercompaoies will seek recovery of costs or attorney's fees. Upon dismissal with prejudice of theSchecber Lawsuits, Owner and the Scbecher Companies shall be deemed to have autmnatlcallyIhlly settled, discharged, remised, released and forever dÿscharged each other, including theirrespective members, orators, shareholders, directors, otticers, and employees, of and from anyand all lawsuits, choses in actlon, actions, demands, and claims that each of them bad againsteach other, including their respective members, 6vmers, shareholders, directors, offleers, anderaplwees, arising at any time from the beginning of the World up to the date of this Agreement,including, but not limited m claims that had accrued or had not accrued, and were knowu orunknown. This does not include futare lawsuits that could mqse for breach of this contract.

2.3 Delegation of Authority. Operator shall have exclusive right, authority, discretion and controlin all matters relating to the operation, managemant and maintenance of the Hotel RentalProgram, including but not limited to without limitation: rental and occupancy of morns andsetting of charges therefore; employment policies; accounting period and policies; credit policies;

t I'0euramenl of irtvenlories, gupplies and services; I rornmion, sales, marketing ÿOXDÿ.yA o?

i

maintenance and repairs; and, generally, all activities that Operator may determine to benecessary or appropriate for the operation, management and maintenance of the Hotel RentalProgram. Operator shall operate, manage and maintain the Hotel Renta! Program in accordancewith GAP accounting with slandard practices management of condo hotels at properties similarto the Hollywood Beach Resort.

wood BeaehResoÿ.

2;4 Compensation.

(ÿ I-IOI,INWOOD BEAClt RESOgT Pd-;NTAL PROGRAMÿ LI,C shall payOwner eight percent (8%) of its "lkltat Gross Room Revenue," which l'ÿrpurposes of this Agreement, shaJl mc{m the toÿl room tÿnÿ hooked J{br anyindividual emldomlnlum or tlmeshare unit participating it* I:[OLLYWOODtlI::ACH RESORT R[ÿ,NTAL PROGRAM, I,LC's Hotel Rental Program attJollywood Beach Resort as an Assooiatlon Franchise Fee (AFF). After ÿpayment of the 8%/ksseeiatlon Fraÿaehise Fceÿ Sixty (,60%) of remainder orthe total gross room revenue for ,any given unit on ffm hotel rental prograÿwill be distributed according to the individual owncr-tÿperator's rentalcontract fur atl owners parlicipating th tÿae hott:l nmtal program. The. basicowner-operator rental contract is attachÿad as Exhibit "A" . The Or, cratershall receivtÿ, after payment of the 8% Association Franchise Fee 40% of the

tal gyoss room revenue pÿt the individual owner-operator rental contraÿt.In addition, the Operator may, charge a resort fee of not more than $10 to

amy hote! guest booking a unit participating in the ttotel F:ental Program andthis liÿ¢: shall rtot be included in thu tetra gross rtlom revenue,

(b) HOL[XWOOD BEACtt RESORT REN't'AL PROGIL4.M, I.I,C shall beentitled, with the prier approval of unit owners, to pay them a fiat flu: insteadeV the 60% of the remainder of the of thÿ total gross room ÿcvcnÿle abovementioned.

2.5 Expenses, Use of Space, Interact, Telephones and Le,'kse

(a) Operator shall be solely responsible for all expenses, debts and liabilities relating to itsoperation of the Hotel.Rental Program including but net limited to:

I. (i) Salaries and wages of Itotei Stafl] intÿluding cost of payroll and similartaxes, ffmployee Benefits, hau.seke, etfinN laundering.

2. (it) The ex)st of all utilities, if anyÿ ÿmd servlccs except fiÿr telephone services.Olÿrator shall be responsible lbr the telephone servicÿas in Operator's o.tÿic¢.

(i) The costs of all other goods and services provided,arranged or obtained by the Operator in connection with RsOperation of the Hotel including, without limitation, thecost of accoUnting systems, data processing office supplies,services performed by' third parties and nil other supplies.

(ii) All expenses related to Marketing,

(lit) The costs of maintalning books of account and otherrecords

Notwithstanding anything contained herein to the corttrary, Operator ix not assuming anyliabilities of Owner, including, but not limited to, Owner's leasehold obligations.

"Lease"), assigning fights of lease (pertaining to the Hotel program), whereby Owner lensedcertain areas in Commercial Unit 100 at the Hollywond Beach Resort, including areas commonlyknown as the "Front Desk," "Oÿiee3 and "l.aundry Room" (hereinafter referred to as the"Lease"). As long as Owner continues to lease the "Front Desk," "Office(' "Laundry Room"mad!or the "Storage Area," 'and as long as the Lease remalns in full force mid el'feet, or O,,*mer

leases the aforesaid space under a different lease, Owner shall allow Operator to exclusivelyoccupy and use rite "Front Desk," '*Storage Room," and "Lanndry Room," and to ocoupy the

"0ffiee3 free of rent, expenses and chaNes. If Owner ceases to lease the aforesaid space, Ownershall fit. Operator wÿthin Ovmer's space,. Owner shMI proved Opcraror with a mutuallyagreeable front desk space in the event the current @onl desk space iÿ no longer available for anymason whatsoever, Owner shall he solely responslble for any and all obligations pursuant to theLease, including, but not limited to, all rental obligatinns and expenses feinting to the "FrontDesk." "Laundry Room." "Office." "Storage Area" and Bar Area." and any space provided toOperator, and Operator shall have no obligations regarding the Lease, including no obligations topay any renL

(¢) Operator shall have in{ernet .services ÿ'ÿsigmed exclusively to him. and he shall be solelyresponsible for all expenses, debts and liabilities relating to same. Owner shall tÿy for phoneservices for the Hotel Reservation phone number. For AI.L phone calls, Operator shall use theOwners Equipment to track and charge the guest and collect 100% to Owner. The Owner and timOperator will share one person, mutually agreed by the Parfes, answering phones and split lhecost 50%/50%. No other expenses are to be deducted.

(d) Operator shall manage registration for Unit Owners not participating in the program at noextra charge.

ARTICLE Ill

TERM

3.1 Term. The term of this Agreement shall commence on the date hereof and extend for aninitial period of seven (7) years (tim "Operating "Iÿrm"), onless earlier terminated pursuant to theterms of this Agreement,

3,2 Renewal 'Tenn. Operator shall have the right and option to extend the Operating Term forfour (4) additional periods of five (5) years each as of the expiration of tile Operating Term, asthe same may have been extended pursuant hereto, unless this Agreement is terminated pursuantto the terms of this AgreemenL Operator shall be deemed to have automatlcetly exercised theoption to extend thr We (5) years unless written notice of refasal to extend, is given to Owrlernot less than ninety (90) days prior to the dam on which such renewal term was to commencesubject to the lease, so tong as this agreement is in good standing.

Exhibit 7A"-'

ARTICLE IV

OPERATION OF HOTEL RENTAL PROGRAM

4.1 General Responsibilities of Operator. Operator, withouÿ interference from the Owner, shallprovide services customarily provided by operators of condo hotels of the quality and characterofa cxindo hotel similar to that of the Holtywoed f3each Reset, managing central registratlon forno extra cost to Owner and !or unit owners,, Operator further shall provide and maintain anexperienced and cÿmpetera general manager in the operation of the Hotel Rental Program.Moreoverÿ Operator shall collect a valid credit card for each ÿeservatkm made and have it oa fileÿIra guest is not able to show a valid credit card, Operator shall collect a deposit of $100,00 foreach reservation. Owner shall not interfere nr involve itself in any way with the day-to-dayoperations of the HoÿI Rental Program, and shall at no time give or communicate orders orinstructions to employees or personne! employed about the Hotel Rental Program. Allaommunieatlons from armor shall be directed to the applicable designated Manager oÿOperator's Senior Vice President Operations.

Operator shall be responsible for such areas including but not limited to: maintaining a hotelmaintenance staff and making an in room maintenance program available to all oÿvners at areasonable price who participate on the hotel rental progrmn based on Exhibit "A" , rel*tlng allunits participating in tJle hotel rental program, managing the hotel front desk, housekeeping andlaundering, ms well as other hotel operating expenses necessary to operate a professional hotel

operation,

Operator shall remit to the appropriate governmental authority MI applicable taxes attributable tothe hotel or the operation of the hotel, including sale and rental taxes, and upon request, fumlshOwner reasonable evidence of payment of such taxes,

Operator wil!the hotel rental program, including time share unit Owners. Operator shall pay within 30 days ofmonth end if cough {s available. If cash is not available within 60 days, Payment shall be given tounit unit owners participating on the hotel rental program within sixty (60) days of month end,For units in dot;suit, payment shall be delivered to the Hollywood Beach Hotel OwnersAssociation (HBHOA),

Operator shall trot request Uait Owners to provide the Rental Program with its voting proxy forall Association Elections.

4,2 Books and Records. Operator shall maintain at its corporate offices adequate and completebooks and records in coÿmection with the management and operation of the Hotel RentalProgram, tax returns, resort tax payments and any other government requirement. Operator wÿiIÿ

keep records of check-los and provide a report on a monthly basis to the Owner. Operator agreesto manage the bookings and check-ins of time share units under the same terms for no additionalcost to the Owner, Operator shall deliver, upon written request, to Owner monthly occupancyreports and rates; a profit and loss statement showing the results of the operation of the hotel,total gross morn revenue reports including fees, revenues, income reconciliations, rate andoccupancy by unit on a monthly basis; and cash availabi!ÿty relmrts on a monthly basis.

4.3 Insurance

(a) Operator shall procure and maintain at its expense at all times during the Operating Term,comprehensive general public liability insurance on an "occurrence" basis for the benefit ofOwner and Operator as named insured's against claims for "personal iÿ[iury," including withoutlimitation, bedliy injury, death and property damage; such insurance also shall include coverageagainst liability for bodily injury and property damage arising out of the use bY ql:.on(b@a![ n[ -ÿ.%oÿ ........ ¢x,.ÿ,,.ÿt ..... ¢" ........... t ,w,nÿ,nÿ,A ÿ,r h;rÿ-A nutrwnnlive onninmen! aÿrÿ2ÿ

Liability, with coverage of at least $1 ÿ000,000.00.

(b) Operator shall cause to he plaoed and kept in force Worker's Compensation Insurance up tothe statutory limit, including broad form all-states coverage and Employer's Liability of at least$I,000,000-00, regarding its empk)yces.

4.4 Taxes and Assessments, O,ÿmr shall pay all ad valurem property taxes, tangible andintangible taxes, assessments and similar charges, and Operator shall not be responsible to payany such taxes,

4,5 Fees and Costs, All expenses, costs and fees of any pcr-aons engaged directly or indirectly byOperator for the Hotel Rental Program (such as attorneys, auditors, accountants, hax advisors,collection agents, contractorsÿ data processors, engineers and architects) shall be an expense ofthe Hotel Operator.

4,6 Bank Accxmnt, As of the EIIbctive Date of this Agreement, Operator shM1 maintain a hotelbank account to deposit all flmds received by Operator in the course of the Operation of theHotel Rental Program. Such funds shall not be commhÿgled with the Operator's funds,

4,7 Marketing.

(a) Operator shall use all reasonable eflbrts to attract, secure and retain guests for the tlotelRental Program. Oparatur shall have the exclusive right to rent rooms, and sell services inconformance with the practice in the hospitality' indusÿy, in such manner and upon such termsand conditions, as Operator deems advisable, including, but not limited to, the offering of(eomplimentmy suites) as may be required lÿom time to time for site inspections and nthcrmarketing related reasons without amy prior written approval from the particular unit owner butin no event shall ttle Operator allow complimentary suites outside the scope the owner-operator¢untract or to anyone for ,'my nun-hotel related marketing reason.

ARTICLE V

DEÿTkUIif AND TERMINATION

5.1 Default.

(a) Each of the following events shall constitute an event of default by the party with respect towhich such events occurs:

(i) the [hilura of Operator to pay in thll any amount due to Owner or any unit ownerparticipating in the program provided for herein, or the failure of Owner to pay any mountsprovided for herein for a period of sixty days (60) after the end of the month;

(it) the failure of the Operator m dismiss wRh prejudice the gchecher Lawsuiÿ in the time flamereferenced in this Agreement.

(iii) the filing of a voluntary bankruptcy or insolvency or a petition for reorganb'ation under an?,,bankruptcy law by Operator or 'VHI'2 tIOLLYWOOD BEACH RESORT CONDOMINIUMASSOCIATION, INC,, HOLINWOOD BEACH HOTEL OWNERS ASSOCIATION, INC.

((v) the eoosant to an involuntary petition in hankruptey or the failure by Owner or THEHOLLYWOOD BEACH RESORT CONDOMINIUM ASSOCIATION, INC., HOLLYWOODBEACH H(YfEL OWNERS ASSOCIATION, INC to vacate, within sixty (60) days from thedate of entry thereof, any order approving an involuntary petition

(vi) the Failure ofelther Owner or Operator to pedbrm, keep or fulfill any of the other covenants,undertaMngs, obligations or conditions of this Agreement and any such failure eominues ÿbr apedoc! oÿ ÿirty (31)) after ,mitten notice of said failure, provided, however, that if uÿ[tlÿ{ol6,

%

any notice of such 'ÿailure the defaulting partÿ¢ promptly and with all due diligence cures t,be

default,

(i) Operator encumber, pledge or /ÿen the Property under anyoircumstances.

(it) The failure of Operator to give any repoÿ when required.

(vi!) Executing a contract with units owners granting less than sixty percent (6{)%) of theremMnder of the tote1 gross room revenue after payment of eight percent (8%) AssociationFranchise Fee.

(b) Upon the oceturenee of any event of default, the dÿfaulting party will have fifteerÿ days tocure any monetary breach and thirty days to cure non- monetary breach, the non-defaulting party,without prejudice to any other legal or equitable remedy which it may have, may give to thedefaulting party notice of its intention to terminate this Agreement after the expiration of theperiod specified above, Upon the expiration of such period, the Operating "fern1 shall expire andtiffs Agreement shall be deemed terminated.

5.2 Termination. Operator shall have tim right to terminate this agreement by delivering Owner anotice oftermlnation giving 60 days notice.

ARTICLE VI

OPTION TO PURCHASE

6.1 Option to Purchaÿ Hotel Rental Program.

(a) Owner shall have at any time the option to pumhase Operator's ttotel Rental Program at theHollywood Beach Resort, which right is assignable without consent, l'bllowlng expiration of theinitial f'rve year Operating Term, only on the following terms and conditions:

i)Upon exercise of the option in the manner provided herein, Owner or assignee shall payOperator the greater of One Million US dcÿtlars (US $tÿ000,000.OO) or thirty two (32%) percentthe average gross room reve;'me oF the Hotel Rental Business at the tIollywcod Beach Resort forthe three full years prior to the year of the exercise of the option;

it) The purchase price mast be paid in full via wired funds no later than 180 days followingexercise of the option to purchase, with time being of the essence;

ill) Until payment and receipt of flÿe fall purchase price, Operator shall continue to operate thelintel Rental Program, and sitall be entitled to same revenues in accordance with this Agreementduring that time; and

iv) Upon paymem in full artd receipt of the purchase price, a!l tzmgibM and intangible assam ofthe Hotel Rental Program at the Hollywood Beach Resort shall be transferred to Owner oraaslgnee, and Operator shall cease operating the Hotel Rental Program, and neither Operator norany member of the fmnily of Richard Scheeher shall directly or indirectly own or operate a hotelrental program at the ttollywood Beach Resort. This paragraph shall survive the termination ofthis Agreementÿ

Exhibit A 9

ARTIC 1.E VII

GENERAL PROVISIONS

7.1 Relationship.

(a) It is the intent of the part;.es that Operator shall he solely independent of Owtÿer. Operatorshall not be deemed to be an agent, partner or joint venture partner of or with Owner by virtue ofthis Agreement.

(b) Nothing herein shall deprive or otherwise affect the righl of Olaerator to own, invest in,manage or operate property or to conduct business activities or operatÿ hotel rental programswhich an competitive with the business of the Hotel Rental Program at a location other than theHollywood Beach Resort property.

(e) All debts, obligations and liabilities to tl+drd parties incun'ed by Operator in the course of itsOperation of the Hotel shall be the debts, obIigations and liabilities of Operator only, Ownershall not be liable for any such debts, obligations and llubilities.

7.2 Assignment.

(a) This Agreement is not assignable by Operator, except that such consant shall not be requiredif the ÿsslgnment is to a Pernfitted Assignee. "Permitted Assignee" shall refer to a person orentity 100% owned by Richard J. Scbeeher and]or Richard Schecherÿ Jr or their family, or theirfamily trust.

(b) This Agreement is not assignable by Owner, except that Owner and Operator agree thatOwner shall have the right to terminate the legal existence or" HHBR LLCÿ and to assign anyinterest it had in this Agreement to a new entity, provided said entity is owned exclusively byeither or a cxÿmhination of THE HOLLYWOOD BEACH RESORT CONDOMINIUMASSOCIATION, tNC. cÿr HOLLYWOOD BEACH HOTEI. OWNERS ASSOCIATION, INC.Notwithstanding this paragraph, the option to purchase is assignable.

7.3 lndenmifications.

(a) Operator hereby agrees and covenants that it shall indemnify, defend <and hold Ownerharm{ess fi'om mÿd against rely cla{m, acdon, judgment, costÿ, expense (iÿcluding attorney's fees)or loss whatsoever sustained by Owner becanse of rely and all event.s or occurrences other thanarising directly or indirectly out (ÿf (i) negligence, willfu! miÿondunt, fraud by Operator, or itsagents, contractors or employees.

(b) Owner hereby agrees and covenants that it shall indemnify, defend and hold Operatorharmless from and against any claim, action, judgment, cost, expense (including att'oraey's fees)or loss whatsoever sustained by Operator becanse of any and all events or occurrences other thanarising directly or indirectly out of of (i) negligence, willful misconduct, fraud by Owner, or itsagents, contractors or employees..

(c) The obligations set tbrth in this Section 7,3 shall survive the expiration or any termination ofthis Agreement Notwithstanding any contrary provision of this Section 7.3, Owner +rid Operatormutually agree for the benefit of each other to look first to fire appropriate insuraaÿ coverage, ifany, in effect pursu,'mt to this Agreement in the event any claim or liability occurs as a result ofinjury to perSOn or damage to property,, regardless of the cause of such claim or liability,

7,4 Notices, All notices provided for in this Agreement shall be in writing and sent bycommemial overnight delivery service, to the addresses of the parties registered agents in theState of Florida.

7,5 lgntÿr+: Agreement. Th{s Agreem+aIÿt is tKe t+ntlre at+reenxtant bctv<ccn the pai-tles with respect

to the subject matter hereof; no aherahon, mo&+tcattcm, or interpretation he+e+af sl[ÿ}{Jÿ! [ÿtiÿ

unless in writing and signed by the pariies hereto

7,6 Sevembility, In the event any term of provision of this Agreement or auy application theretoto any person or cÿ,rcums'tance shall be declared prohibited, invalid, or unentbreeable to anyextent in any jurisdiction, as determined by a court of competent jurisdiction, such term orprovision shall be ineffective only to the extent of such prohibition, invalidity oruÿtenforceabillty, or as applied to such persons or circumstances, without invalidating orrendering unanforeeable the remaining terms or provisions hereof, unless such would effect asubstantial deviation from tile general intent and purpose of the parties or make a significantchange in the economle effect of the Agreement on the party bÿnefited by such term ofprovislon.

7.7 Applicable Law. This Agreement shall be construed and enferced in accordance with thelaws of the State of Floridaÿ excluding conflict of taws principles,

7.8 Recording. Neither this Agreement nor any memorandum ef this Agreement shall berecorded in the Official Records without the prior Wriÿtan consent of Owner.

7,9 Owner's }(ight to Mortgage. Owner shall have the right at any time, wiflmut Operator'sconsent (but within 10 business days advance notice to Operator) to mot*gage, hypothecate orotherwise aneumber all or part of its right, title and interest in the Hollywood Beach Resort toany person or entity.

7. I 0 Authorization. Owner and Operatnr represent that each has flÿtl power and have obtained thequired authorivy to execute this Agreement and to be bound by and pertbrm the lamas hereof

On request, each party shall furnish thÿ other evidence of such authority.

7.11 No Waiver. The Pailure of either party to insist upon a strict pcrt'omÿance of nay of the totalsor provisions of the Agreement, or to exercise any option, right or remedy herein contained, shallnot be construed as a waiver or a relinquishment for the futore of such term, provision, option,right or remedy, but the same shal! continue and remain ht ful! fbrce and etlbcL No waiver byeither party or any term or provision hereof shall be deemed to have been made unless expressedin writing and signed by such paÿy. No provision of this Agreement shall he deemed to impairthe fight of any party to exercise any right nr remedy, whether for damages, injunctions specificperformance or otherwise, upon an5,' breach, default or termination hereunder.

7.12 Consent. Whenever in this Agreement the consent or approval of Operator or Owner isrequired, the consent nr approval shall not unreasonably be withheld or delayed.

7.13 Owrÿer's Understanding. Owner hereby represents that in entering into this Agreement it hasnet relied on any statements as to the possibility of future success or as to tuly similar matterwhlch may have been made or prepared By Operator, or by ,any of its affiliates. Ownerunderstands that no guarantee is made or implied by Operator, or by any of its affiliates as to thefutare earnings or financial success of the HOTEL R[ÿ.N 17ÿi. PROGRAM

7,14 Freedom of Action. Operator may engage in ot possess an interest in other businessventures of every nature and description, independently or with others, including hut not limitedto the ovmership, financing, }easing, operation, management, brokerage, fiÿanehising anddevelopment of condo hotels and lintel rental programs in any competitive markets, withoutOwner's prior ÿtlen consent. Oÿqaer shall not have any right by virtue hereof in and to suchother business venture or to the income or profits derived t,herefrom. Notwithstanding thisparagraph, Operator shall not engage in or possess an interest £n oÿ.her business inside theProperty, except Operator or any of its companies can own units in the Property.

7,15 Further Assurances. The parties shall do and cause to be done all such acts, matters andthings and shall execute and deliver all such documents and instruments as shM[ be required toenable the parties to perform their respective obligations under, and to give effect to the "ÿ/-ttransactions contemplated by, this Agreemant. Operator acknowledges that the image of Owner

is imI30nant to 0w er, and, therefore, Operator shall provide notice to Owner and

for Owner to confer with Operatÿ)r prior to issuing a notice of default, initiating a terraination ofthis Agreement, undertaking any action materially adverse tcÿ Owner or of any event that wouldcreate or result in adverse publicity or a negative public image [or the HOTEL REN'[TkLPROGRAM or Owner.

7.16 Counterparts. '!ÿis Agreement may be executed in cotalterparts,each of which shall be an original, but all of which shall constitute one and the same instrument.

7,1'7 t-ÿnctmÿbrances. The Operator cannot enctlmber, llen or pledge the }'lollywood [3each Resortunaer any circumstance.,ÿ,

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the dayand year first ahove written.

OPERATOR:

HOLLYWOOD BEACH RESORT RENTAL PROGRAMÿ LLC

By:

By: _

OWNER:

THE HOLLYWOOD BEACH RESORT CONI)OMINIUM ASSOCIATION, INC,

By: > ............

HOLLYWOOD BEACtt HOTEt, OWNERS ASSOCIATION, INC. and

By: ÿ"

The Association, at any given time {s entitled to request and obtain a current copy of the RDPreports.

Exhibit A

HHBR LLC

By:

Name: ÿ / /ÿg/rÿr l * --- ÿ_2

UExhibit A

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ItemComputer Hard Drive:omputer MonitersPrintersDesksChairsAssorted Art WorkAssorted Mirrors

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iL-----

Exhibit A iÿ/.-

of 13

Hollywood Beach Rÿsort Hotel Rental I?rogÿaob Tÿ,C Rerÿta]. Contract

Hollywood Beach Resort Hotel Rental ProgramCONDOMINIUM OWNER'S STANDARD MANAGEMEN] a RENTAL AGREEMENT

lq]lÿ AGREEMENT iS made and entered PiLe thtÿ; ........................... day O[ ZO by and between

Holl]4ÿd ÿ]each Resort Hofel Renb3J Program, LLC (Lhe "Agency"), located at :LQ1 North Ocean Drive,Hollywood, Florida 33019ÿ and the Unit Owner described below (the "Owner") regardifÿ9 the Unit(s)describsd below;

T_Hÿ

Name __.ÿ--

Address ....................................................................................

City State Zip Countq!

Social Securit7 Noÿ or Tax Identi(icatio[ÿ Number

L )H

m f ]e

t { .)

NOTE: The lÿame of the Owner to whom s[aÿemer/ts and documents should be sent by the Agency mustappear above, If the UÿIÿ is jointly ewnedÿ one Owner ONLY must be idmltified above to rectÿ{vestaternentÿ and to serÿze as the Agency's primary con[a<t, AÿI Owners must sign this Agreement.

THE UNIT/S)!(Building ÿs refÿ;rrÿd to hclealter as thÿ *'HOLLYWOOD 8EACIÿ fÿ£SOe7 HOTEL")

Exhibit

of 13

WITNESSES:

WHEREAS, the Owner wishes to engage the services of the Agency as exclusive rental agent to offer theUnit(s) for rental under the terms and conditions set forth in this Agreement;

WHEREAS, the Agency operates a condominium resort rental program ÿt the Hollywood Beach Resort;

NOWj TNEREFOREÿ in consideration of the terms, conditions and the mutual covenants herein set forththe parties hereto agree as followst

OWNER ACKNOWLEDGEMENTS; The Owner acknowledges that, prior to the sale of the Unit to theOwnerl no representations of any kind were made directly or irrdirectly by or on behalf of the Agencyas to the tax or other economic benefits or advantages, if anyÿ which may be realized from owningand/or renting the Unit.

EXCLUSIVE RENTAL AGREEMENT: The Owner hereby appoints the Agency as exclusive rental agent forthe Unit and agrees to mÿke the Unit available exclusively to the Agency for rental, and the Agencyagrees to offer the Unit for rental, in each case subject to the terms and conditions set forth in thisAgreement,

1.TERN: Initially the Uniÿ will be available for rental on ................. ,20 ...... . The tern] of thisAgreement shall be for t ,/ear and commence on that date provided that the proper nsurance

documentation 1,OA.K

required by SeetLon 17 is submitted to the Agency, end end on ................. , 2B , ThisAgreement shall be renewed and extended automatically without notice, io¢ successive twelve ÿ12)month periods,

2, P.ESPONÿIBILÿIÿFÿ OF THE AGENCY!

a) Agency shall attempt to rent the Unit for hotel guests who wish to stay on a short-term (1- 29days)

b) The owner acknowledges that the services to be performed by ttÿe Agency shalt ÿelate only tothe management and rental of the Unltÿ and this Agreanlent does not create any responsibilityon the part of tile Agency with respect to the Common Elements or to other properties orfacilities In the Hollywood Beach Resort Hotel.

c) The Owner hereby specifically authorizes the Agency to enter Into such Agreements, as theAgency shall deem at its discretion appropriate. The Agency shall set rental rates for the Unit ats[*dÿ times and in such amounts, as it shall at its discretion deem appropriate.

Exhibit A

of 13

3, DIVISION OF ROOM RENTAL INCOME:

a) The Owner agrees that all income and charges resulting from therental or cancelIatlon of theUn}t will be t:ollected by or through the Agency, Should thfÿ Owner collect or receive, directly oÿIndirectly (except from the Agency under the terms of this Agrÿ;ement)ÿ any money or otherconsideration for use of the Unit during the term of this Agreement, the rental commiss ons setforth herein shall tmmediate}y be due to the Agency by the Owner as if the Agency had rented theUnit under this Agreement,

b) The Owner authorizes the Agency to collect, demand, sue rod any and all rent and other chargeswhich may at any Lime be due or become due during the Term, Agency may take any and alllegal actions required to collect these sums. Until Agency has recovered these sums, the Agencyshall be under no obllgatbn to pay the Owner's portion of the maneys uncollected. The Operatorhas to procure a valid credit card on file to ensure payment,

c) Should the Owner accept any form of payment, or consideration, directly or indirectly, from aguest or occupant of the Unit (except under the specific provisions of this Agreement), andwlthhÿld rental commission from the Agency, this Unit owner will be penaflze by forfeit all therental income due dudes tire month of the withhold.

d) The Owner shall supply Aÿe icy w tha I it ÿe necessary tax information to be used by the Agencyfor enrollment and accounting purposes,

e) The Agency shall collect all revenues from rental of the Unit, in the event that the Agency rentsthÿ Unlit to a guest far a stay of one (1) month or longer with prior written approval by theOwner, and without providing daffy maid service, the Agency shall pay to the Owner EighLy(80%) percent of the Unit's room rental proceeds, and after proceed to deduct all applicablecharges as provided for herein (3.f), In the event that the Agency rents the Unit to a guest anddaily maid service is provldedÿ tile Agency shall pay to the Owner Sixty Percent (60%) of the Unit'sroom rental proceeds, and after proceed to deduct all applicable charges as provided for herein(3,f). In the event that the Agency rents the Unlt to a guest that was referred by the Owner, theAgency shall pay to the Owner a rental commission In the amourlt of Ten Percent (10%) of theowner refer reservation proceedÿ above any revenue spl[tÿ prior to deducting any applicablecharges, including but not limited to, Monthly L{nen, Monthly Maintenance Fees, CreditCard Commissions, Franchise Feeÿ and Travel Agency Comrnissionÿ as provided for herein,

Applicable monthly charges are: Monthly maintenance fee not to exceed $30 dollars, MorÿthlyLinen fee not to exceed $30.00. The Credit Card Commissions and Travel Agent Fees ÿhaÿ! heprorated on a monthly basis and charged to tiÿe Owner based on the Owner's Unitÿs actualmonthP/ room revenue on e fixed percentage basis, The percentage Is set at One and a halfPercent (1.5%).

Exhibit

ÿf 13

g) The Owner agrees not to enter the Unit or tO permit any person, whether family memberÿ repairmarÿ orguest, to enter tlÿe Unit, other than during periods of occupancy of the Owner, without prior notificationto and coordination with the Agency.

h) , In an effort to promote rental business and for other purposes, the Agency may use the Un}t rot areasonable number of times, but in not event more ttlan Eight (8) complimentary nights per year, tohouse tnd{viduaIaÿ Including, but not limited [o, (I) Advance Meeting P/annersÿ (ii) Tour PIanners, and (ill)]'ravel Writers, Such use requires pdor approval of Owner and will be entered inba f;he Agency rentalrecord for the Owners reference, In the event that the Owner requites the use or the Unit durtng thet{me when it has been reserved for such complimentary use, the Owner wit[ be given preference, andthe complimentary reservatbn will be moved to another Unit if the complimentary reservation is notchecked Into the Unit,

4, ROTATION: The Agency agrees to utilize a rotation system for booking the Units in the rentalprogram. ]he Agency wiJt make every effort to make specific Ufÿits available when requested by atenter regardless of that Unit's position in ÿ:he rotation, The Agency Is not bound to equalize thenumber of nights or tile income received by each different Owner. The Agency wlt[ÿ however,attempt to maintain a balance amen9 similar categories and types of Unts. Tt/e number of nightsoccupied by the Owner or the Owner's guest and Real Estate 5tiowlngs will count the same aspaid rentals for purposes of establishing the rotation order,

Sÿ USE BY OWNER OF UNZT WHILE UNIT }(S IN THE RENTAL PROGRAMÿ

a) ]he Owner shall notify {he Agenub' in wdtfng via the Guest Reservation Porto attached or by emall heretoas Schedule "A*' or over bhe phone and obtain a reservation number, of the Owner's Occupancyrequirements for the Owner or Owner' guests at least Thtrty (30) days in advance and shall always hesubjed; to prior Rental Agreements for the Unit, avatlabllib/ and ptojed:ed occupancy. The Owneÿ wtltneed to provide the SoclaI Security number to the Owoer coordinator as proof of Ownership, In the eventuf a Long-Term Rental Agreement the Ovmer aÿknoÿlÿdOes that it may ÿot be possiNe tÿ accommodatethe Owner even with Thirty (30) days notice. The Agency recognizes tJtat it is not a}ways posslble to giveThiFty (30) days noÿice and will attempt to accommodate the Owner whenever posslbie, [f at any timethe Unit Is not rented, Owner may use tile same, upon asceltalaing such fuct from the Agency, eventhough Owner may not have previously reserved, The following limitations apply to the use or theUntt by the Owner and Owoer's 9uestÿ Usage of the Unit is limited to Twenty nine (29) calendardays per year,

Owÿlÿr I nhJ;ds;

Exhibit/A,

Pago 5 o1' 13

b) Owner and Owner'ÿ guests must check*in and check-out of the Unit with the Agency at thebeginning and end o( their occupancy of the Unit, Owner and Owner's guests shall obserqe check-tn andcheck-out times of 5:00PM and 11:OOAN respectively, Agency may change such check4n and check-out times upon occasion.

e) After the use of the Unit by the Owner, or the Owner's guests, Agency shell return the Un{t torentable condttion at Owner's expense. Owner must pay for any turnover heusekeep}ng serviceprovided after such use and for any dally c{eanlng as requested by the Owner during any occupancy byOwner and Owner'ÿ guests (see schedule "B" attached). The Owner agrees to pay for eachcleaning after such use and for each period of Owner's occupancy and/or occupancy by Owner'sguastsÿ a Housekeeping Fee as dÿfined on Schodu!ÿ "B" attached, A Forty Eigiÿt (48) hour notice isnecessary for any additional housekeeping services, such as housekeeping service in advance of theOwner's arrival. The charges can be paid upon check-out or can be billed against the Owner proceedsif the Owner desires;

d) Your reservation for ÿ givelÿ arrival date win be held until noon the next day. If you do not arriveor do not contact ÿsÿ we will assume you are not coming, cancel your reservation and rent yourUn}t if at atl possible. If, through Agency errorÿ a renter is occupying the Unit, and if suitableaccommodations are available, such accommodations shall be provided to you without cost,

e) Except as otherwise provided herein (in Section 5a.), the Agency will not permit the rent-freeuse of the Unit by anyone without havtng authorization in writing from the Owner. The Ownershall designate in advance those named individuals who are to be allowed the use of the Unitwithout payment of rontÿ nod shall spedfy the time or tiloÿe such use may be made of ÿhe Unit.

f) The Owner may reserve the right to install a private teiephorÿe llne ÿn his or her Unit, It is theunderstanding of the Owner tllat the Agency will nat be responsible in any way for the use ofthis private hoe. The Agency suggests that the Owner should Independently make all thenecessary arrangements to have full control and access of this private line,

6, SALÿ OF UN1T IÿY OWIÿEIÿ: The Owner most advise the Agency hÿ writ}ng within Five (5) days of tiÿeUnit being offered for sale, Tiÿe Owner must provide the Agency with the name and address of theListhg Broker and a}so the amount of time that the Unit is listed for, The HaLing Broker must make el)showing arrangements, Listing Broker must apply and sign for keys to the Unit for sale at the Agency'soffice or front desk, in addlUon, Listing Broker must reserve entry to the Un}t Twenty Four (24) hoursprior to their appointment to show it and can only be shown Monday thtu Friday, from 9:00 AN to 5:00PN based on occupancy, During this time period, the Unit will be taken out of inventory and will not berented in advance for that Twenty Four (24) hour period. In order to ensure proper preparation of theUnit and guest privacy, keys will not be issued to Listing Broker Twenty }:our (24) hours prior to thearrival of a guest and through the period of the guest's occupancy, Atl keys most be returned on thedate of issuance, A monetary deposit, which may be posted by the Owner will be required of Llstirÿg

Exhibit A/Ira

II : , l

Page 6 ot'13

Broker as security for any key issued or for additional cleaning to the Unit, The Owner wgi beresponsible for any and all cleaning or maintenance fees incurred due to the real estate showing, TheAnency ÿnm:ÿfk:aP¥ dÿnIes, ÿrld the OWner herebv specifiÿaIIv relÿasÿs the Agency, of all respÿnslbilitiesfor any loÿs or damage suffered by the Owner as a result of or arising In any way out of the Agencyissuance or Unit keys to L]stlng Broker, The Owner shall inform the Agency within Twenty Four (24)hours ÿf any acceptance of contract for sale of the propert%(Owner must inform the Agency of" the closing date at {east Fourteen (£q) days prior to the closing datein writing tO allow the Agerlcy to make the necessary arrangements. If proper notice ÿs not given anydisplacement of a rental guest wig result in forfelture of rental proceeds for that period,)

6, FINANCIAL ACCOUNTING RECORDS: Tile Agency agrees to pay the Owner all amounts due hereunderand send a not rental income statement at leaÿt montMy, All books and records shall be maintained Inaccordance with the customary business practices, aÿ well as generally accepted accounting principles, TheOwner may Inspect or have copies of said books and records at any tlme upon Fifteen (15) day's priorwritten notice,

7,1f the Owner shall desire that a designated guest of the Owner staying in the Unit shall pay his or herown incidentalsÿ then the Owner must Inform the Agency in writing of that fact on the GuestReservation Form attached hereto as Schedule A prior ÿ;o the guest's check-in and the guest mustestablish hls or her own incidental account and credit in the ordinary and Customary manner, otherwisethe Owner will be responsib)e for auch Incidental charges,

8, PETS: Pets are not allowed by the Agency for Tonal;is In the Unit is), The Owner agrees that anypets allowed on ÿhe premises of the Unit or in the Nomlywood Beach q.esort Rental Program shallconform to tile restrictions set forth by The Association. An additional pet charge will appiy,

9, STATUS OF UNIT: The Agency shag commence rental of the Unit upon approval of the Unit'scondition and furrdshings. The Owner, at Owner's costs and expense, shall furnish the Unit inaccordance with current SG RESORTS System standards. The Owner shat{ provide a complete inventoryof the required items as listed on Schedule "C". The Agency may require that the Owner purchasespecific furnishings whicil upgrade the Unit to be consistent with all other Units and the Owner agreesto purchase said furnisl/ings at Owner's ante cost. The Agency sllalt be obligated to accept the Unit onthe Ageocy{s rental program at the Agency's sole discretion if" the Unit is in satisfactory condition andmeets the above criteria,

%0, I'ÿAiNTIÿNANCE OF UNIT AND ADDiTiONAL SERVICES: The Agency shaÿ periodically charge theOwner Fees in accordance With Schedule "B" attached and the f"oliowing'.

Ownerfnitia{s:

Exhib' 'A

I : ÿ i • I

Page 7 of 13

a) Tire Agency slrall provide basic maintenance to the Unit and charge the Owner a monthly fee of$30,00, Basic maintenance to the Unit shall include the replacement of light bulbs and airconditioning filters, cleaning and unclogging drain pipes provided that major plumbing repairsare not required, minimal touch up palntlng, and minor electrical and appliance repairs asdescribed in schedule "g'.

b) In order to Insure the availabllibf of an adequate supply of Ilnens, as described in Schedule C, theAgency shall charge the Owner a monthly linen replacement fee of $30,00 as described inSchedule B, This charge will cover the purchase of additional inventory as needed,

c) tn the event of an emergency, the Agency may make the appropriate minimal repairs and chargethe Owner's account at cost plus 'Twenty Percent (20%) If, In the Agency'ÿ discretion, suchemergency repairs are necessary to protect the interior of the Unit(s) or facilities at theHeNywood Beach Resort from damage, In such case, the Agenc7 wtll notify the Owner bytelephone, marl, fax or E-mait within Forty Eight (48) flours of such emergency.

:L;I,, ACCEPTABILITY OF UNIT FOR RENTÿ "[he Acjency shall notify the Owner, In writing{ when, in theAgency's' opinion, the Unit is not in acceptable repair, or does not meet tim Agency minimum standardof furnishing outlined in Schedule "C'. Owner shah have Thirty (30) days in which to correct tiredeficiencies or the Agency shall have the rlgtÿt to remove the Unit from the rental program, until suchtime as the Unit is restored to a condition acceptable to the Agency. The Agency shall at all times flare akey to the Unitÿ and shall have the right of inspection of the interior of the Unit in order to satisfy Itselfthat the Unit Is being acceptably maintained

12. COMPLIANCE WITH REGULATIONS: The Owner lÿereby acknowledges and requests the Agencyto take responsibility for the fiNng, collection, and reporting of al{ related sale and rental taxes earned inthe operation of the Unit. Further, the Owner arid the Agency agree to abtde bV all rules, ordersÿdeterminations, ordinances and any other legislation of any Federal, Sÿate, Municipal, or Governmentatithority that would peH:atn to ÿhe operation of the Unit.

!3, INDEMNIFIOATION AND HOLD HARMLESS:

a) The Owner hereby agrees to Ihdemnify, defend and hold tire Agencyÿ and its Partners, OffieersÿEmployees aiÿd Agentsÿ free and harmless from any claim or liabilities for injury, loss or damage([nciudleg the Agency's reasonable attorney's fees, costs and disbursements) to ally person orentity arising from, related toÿ or in connection with the use and occupancy of the Unit, exceptfer any such claims, teases or liabilities reaultleg so[eIy from the 9ross negligence or wlN[ul actionor emissions of the Agency The Owner acknowledges and agrees that the Agency Js notresponsible for repair, replacement, restoration or redecorating of the Unit or the furnishings orpersonal effects conta!ned therein. Agency shall use its best efforts to collect airy charges forvandalism or rniÿ-use of the Unit from the tenant's credit card or damage deposit.

Ov,.*u ÿhligad :

E×hi

of 13

b) qhe Owner covenants that the Agency and its Partners, Officers, Directors, Agents andEmployees shall not be liable for (1) Any loss or damage to any personÿ to Unit equlpmentÿfu[nlshlngs or appurtenances thereto, or to property or any nature brought thereon resultingfrom any source, inctudlng but: not limited to claims for damage resulthg from actions oromissions of renters or their guests; (2) Injury done or oceas}oned by wind, rain or ethel'eleMentsÿ and or (3) Theft, vandalism, flre, or aces of God. The Agency assumes noresponsibilities, for lost, stolen or damaged property owned by the Owner other than to notifythe Owner or any such ÿoss, theft or damages prompUy after the same may actually becomeknown to Agency.

14. COiÿPREHENSIVE GENERAL PUBLIC LIABILITY INSURANC£: The Owner shall maintaincomprehensive general pub{in liability insurance against claims for personal injury, bed@ injury, anddeath in or about the Unit; with a combined single occurrence limit tn an amount not leÿs than One haftHllllon Ooltars ($ 50O,OOg,), The insurance policy provided for tn this paragraph shall name the Owner astbe Insured and sbaJt aJso naÿe the Agency as an addi#onal insered. Each such poli¢.y stlall contain anAgreement by the insurance company that such policy shal! net be canceled without at least Tee Day's(10) prior wriEen notice to the Owner and the Agency. In tile event that any insurance policy pÿovldedfor in this paragraph is canceledÿ the Agency shall have the iight to (3) Either suspend rental activity forthe Unit, (2) Place aucil insurance and €+barge tile accouRt, or (3)To termmate ÿbis Agreement. A copy ortilts policy shall be provided to the Agent at the beginning of the term af this Agreement as provtded forherein.

15, INSPECTION/SECURITY; Tile Agency wiil perfowÿ reguiar scheduled inspections of the Unit toensure that contents are in order and that all appliancesÿ electrical and plumbing systems are [rÿ properworking condition.

$6. INSURANCE: The Agency shalt malntatn ÿuch insurance as wlll proteÿt it from any clalms under theWorkman's Compensation Act and etlÿer Employee claims for damages be.cauae of bodily injury or deathto Its Emptoyees or Subcontractors, Agents, or their Employees. Certificates of such insurance shall beavailable for review by the Owner erl request.

:17, MAIL SERVICE:

The Agency stra!l accept nlail and packages for the Owner and the Owner's guests only, but shall have noliability for proper delivery or sÿ:orage of same,

.tB,AGENCYOWNER RELATIONSHIP: This Agreemenÿ -ÿhall not be deemed to creaÿe any relationshipof Employer and Employee between the Owrleÿ and tiÿe Agency, it is specifically agreed thai theAgency is an independent Contractor.

19. OTHER OONTRACTBiAGREBMENTS', This Agr[,enlent sha(f not ally&% the terms and conditions Ofany other Corltracÿ or Agreement between the parties

Exhibiti q

i i : i

Page 9 of" 13

0, TERMINA'ÿON OF AGREEHENTr

a) Owners that remove their Units from the rental program vdtl not be able to enter back on theProgram unless:

They wait One Year (l) from the removal date to enter back tnto the program,or

The Owner pays liquidated damages to the Agency for each month the Unit wasoff the rental program to be placed hack on the rental program Immedlateiy.Liquidated damages consist of the Forty Percent (40°/o) Management Fee of theaverage rate per night for the monti/s in question.

a) This Agreement and the Agency's exclusive authority to accept reservations on behalf ofthe Owner may be terminated by either party upon Thirty Days (30) written notice. Such writtennotice shall be delivered personally or by certified or registered mai! or emaib Said Thirty Day(30) period shall commence on the day such notice is mailed to the addressee

21, 5EVERABILIqÿt: if any provision of this Agreement b held to be tliegal, invalid or unenforceableunder present or future laws effective during the term of this Agreementÿ all otherprevisions of this Agreement shall remain in full force and effect,

22, T'LTLE: Titles to the various sed.ÿons hereQf are used fo[ converdence of reference only and shatl beconsidered of no effect in the construction of any prevbions of this Agreement,

23. ARBITRATION: Any disputes under this Agreement shall be submitt:ed to binding arbitration bÿaccordance with the ruleÿ and regulations of the American Arbitration Association, In the eventeither party shall institute an arbitration based upon any provision of this Agreement or to enforceany rights hereunder, the prevailing party shaU be entitled to receive aÿ part of the judgment oraward, all of its arbitration expensesÿ including costs and reasonable attorney's fees.

24. INTEGPÿTED AGREEMENT: This Agreement is an integrated Agreement and constitutes the entireAgreement among the portico pertaining to the subject matter hereefÿ It ÿupÿraedes allprior Agreements and understandinge of the parties in connection herewith,

25. FLORIDA LAW: This Agreement shall be governed by and construed in accordance with the lawsof the State of FIorida.

26, HEIRS AND/OR ASSIGNS: This Agreement shall be binding upon the heirs, executors, administrators,successors and/or assignees of the Owner and on the successors and assigns of the Agency

27, NOTICES: Any notice required to be even pursuant to the provisions of this Agreement shall be inwriting and degvered personally or by certified or registered mall, return receipt requested,and mailed to the partfes at the addresses above.

OWRC{ ____ÿInitials:

E xh i,

I = i i

Page 10 of 13

28, GUARANTEES/POOLING AGREEMENTS: The Owner acknowledges that there are no guaranteesof any nature, no pooling Agreements whatsoever, and no representations other than what is contained Inthis Agreement. Tllis Agreement is separate and egalt fÿom any ether Agreements rebtieg to the Unitand or the property, and Is not any inducement to the other Agreements.

2g, ORAL REPRESENTATION8ÿOral representatlons cannot be relied upon as correctly stath/g ÿhe representations Df the Agency Anyrepresentation made by the Agency or any representative of the Agency must be in writing to beenforceable,

30, AUTOMATIC CANCELLATION:Sn tlÿe event that thÿ total number of Units in the Agent's rentaÿ program fails below 50 Units on a S{×(6) month average, the Agent, at ÿts sote discretion, may cancel the renlainlng Agreements on theAgent's rental program,

3% PERSONAL BELONGINGS:The Agency will not be held responsible for the upkeep and security of any personal items installed inthe Unit by the Owner The Owner agrees to properly secure any and all personal belongings aÿdmementos by removing the Items when the Owner is net occupying the Unit The Agency w]ÿI noÿ beresponsible for any personal belongings left In the Unit after Owner occupancy or any items.

Tht8 Agreemeet is Signed and executed oÿ this day of 2O

CONDOMINIUM UNIT OWNER:

By: , DATE:UNIT OWNER

AGENCY BE pRESENTAT£#EHQ[J-YWOOO BEACH RESORT HOTEL RENTAL PROGRAM LLC

BY:MANAGER

DATE

Exhibit

l of 13

SCH lED U LIE "A"

Hollywood Beach Resort Hotel Rental Progÿm

RESERVATION FORM

Date:Unit Number:

Name: [ ] Owrÿer [ ] Guest or Owner

PermanentAddress:

Home Telephone: { .......

Business Telephone: Fax (.TeiephonB: (.__

........................................

})

Date oF Arrival: Date of Departure:

* Note: There is a Turnover Cleaning Fee for cleaning the Unit after check-out(Studins $ 20,00, One Bedrooms $ 35,00) Daily Housekeeping and other services are optional and avallablÿon request at an additional charge)

Comments,/Special Requests

Owner Signature: CoÿlJÿmlation#:

Owner Name (Print):

please contact the Owner Coordinator's Office at: (954) 921-0990 or 954-272-2095 or byFax#; [954) 9Z0-9480

Owner/mtiÿIs:

Exhib ,A

efl3

SCHEDULE "8"'1 yService Fees & Inventory Charge Schedule

Hollywood Beach Resort Hotel Owners AssoeiadonFranchise Fee (AFF):Fixed Monthly Maintenance Charge:Fixed Monthly Linen Charge:

8% of Gross Room Revenue$30.00 x month$30.00 x month

Turnover cleaning tÿe Studio*:Turnover cleaning fee One bedroom*:Daily Cleaning Sludio*:Daily Cleaning One bedroom*:

$20.00 x cleaning$35,00 x cleaning$15.00 x cleaniÿg$25,00 x cleaning

*These fees and charges may only apply when uni* is owner occupied and\or when dailyeleaning is requested by Owner while iÿ resldenee,

Exhibit A /'q

of 13

SCHEDULE"C"

FumiturePackage specified byor agreed upon withAgency

,

3.

32" to 40" Flat Screen Television

Mattress(es) Package specified by or agreed upon withAgency

4ÿ Kitchen up to Agency standards with Microwave, stove,coffee maker and toaster,

5ÿ Initial Supply of Linen( Provided by Agency)6. PiIlows3, Sets of sheets and pillowcases per bedl BIanket per Bed12,Bath towelsl 2,Hand towels12. Wash clothes3, Bath mat!, Shower curtain2. Soap, lotion, & shampoo dispensers

6ÿ Kitchen supplies (Provided by Agency) including dishes,eookware, utensiIs, etc.

Owner lniÿfi als: _..

Exhibit ,,I(

INVOLCES1347850

Please remit to:KABA ILCO INC,P,O, BOX 12553 Suec. centre villeMontreal, Quebec Canada, H3C 6R1

Hollywood Beach Resort101 North Ocean Dr, Suite 8Hollywood, FL 33019 US

Ship to :Sold Io :

DATE IMÿ OOÿ'fYf

Eaÿs 02/26/15

Net 30 days

NollTÿJood Beach Resort101 North Ocean Dr, Suite 103Hollywood, FL 33019 US

QUANTIÿ iTEM #

7701031KR30-6061

Packing slip7701031KL30-606

1

Packing slip96345KA-633

Packing sllpFDU4-LA2-E01

2

i

I

50O

Packing slip011-507794

Packing slip011-512223

Packing sllp::LOC-FIOS0-BLAN

i

Packing slip

management@hbrca, eom

50414-000 S0-668362 31C0 345504p,O#t QQNTAOT

954ÿ9ÿ0-94£0 JRomero

Facundo Yeheue / Faÿundo Yebeÿe

ELECTRO LOCK 770-K SATIN BRASS770 Electro LockSatin Brass/Mortise/Right345504 Ship date: 2/26/2016ELECTRO LOCK 770-K SATIN BRASS770 Electro LockSatin Brass/Mortise/Lÿft345504 Ship date: 2/26/2016BKA - CYLINDER - 6 PIN

545504 Ship date: 2/26/2016FRONT DESK UNIT G4 ENGLISH NAFront Desk Unit 4North America - EnglishContactlessÿencoderWithout cablesl345504 Shlp dateÿ;12/2ÿi201sCABLE DBgM-DBSF MALE MODEM EFTFDU 780 AccessoryFDU to FDU ior PC) cable345504 Ship ÿate: 2/26/2016CABLE NULL MODEM 6FT DB9F-DB9F3ÿ5ÿ04 Ship date: 2/2g/20iEMULTI-LOCK HOTEL GENEZIC 'A'Generic KeycardMulti-lock Generic A345504 Ship date: 2/26/2016

USÿCANADAINTERNAT!ONAL

Tel,[ (877} 458-355S Fax: (514) 755-8355T¢L; {514} 735-5411 FaX; (514) 73ÿ-8356

SHIP DATEIMt<,ODNY]

50414-00C

SHIP to PAGE

i of

TÿANSÿORT TEÿMS

FEDEX US GROUqÿq9 PREPAID BY CUSTOMERDESCRipTiON UNIT PREOE EXTENDED PSlCE

194.75 194.7[

194.75 194,7[

16.57q3 33,1!

1305ÿ23 1,305.2ÿ

12.82 12.8:

12.82 12.82

0.ii 55.00

There is a twenty percent (20%) restocking char£e on all returns of new product.ÿFreight will be added If applicable,

TPS/GS7 102453818RT TVO/©ET 1003280396T00003

NET SALES

MÿSC CHARGES

TAXES

lodging- cs@kaba- ilco. com

invoice total

Payment

AMOUNT DUE

H[BIT "<

INVOICES1347850

Please remit to:KABA ILCO INC.P.O. BOX 12553 Succ. centre villeMontr6al, Qu6bec Canada, H3C 6R1

Holl}ÿ;ood Beach ResortI01 North Ocean Dr, Suite 8Hollywood, FL 33019 US

Ship to ;Sold to :

02/26/15

iÿeaÿs Net 30 daysHollywood Beach Resorti01 North Ocean Dr, Suite 103Hollywood, FL 38019 US

management@hbroa, eomCUSTOMER ORDER# GALÿ REP PACKING 8LTP #

0414-000 SO-668362 31C0 345504P.O#i CONTACT

954-920-9480 JAomeroFaeundo Yebane Facundo Yebene

QUANTITY )TEM # OBSCRIPTION

FreightEL SALES TAX

USA/CANADAINTERNATIONAL

SHIPDAÿE SHIPI#{MMÿDIÿPÿ')

50414-000TRANSPORTTERMS

PAGE

2 of

FEDEX US GROUND PREPAID BY CUSTOMER

<

UN}T PRICE -ÿTENDEO PRICE

Tel,; (877) 468-3555 Fax: (514) 735-8356Tel,; (514) 735-5411 Fax; (514) 735-8356

78.21

]08.51

There is a twenty percent (20%) testockln8 charge orl all returns of new groductJFreig ht will be added if applicable,

TPS/GST 102453818RT TVQiQST 1003280396TQ0003

NET SALES

IvlISC CHARGES

TAXES

lodging~csekaba-ilco.com

Invoicetotal USD 1,995,291,808,52

78.26 Payment USD 1,995.29108.51 AMOUNTDUE USD 0.00

i

h" P t I nOV Hotel Front Desk Operating Agreement

The agreement is between Desiqn Suites Miam!, !nÿ Suites Hot|3f_weod Beach andFacundo Yebne operating as a Third Party Rental Agency (TPRA) and the H olÿwood BeachResort Renta! Prod(He) operating as the exclusive Hotel Operator for the HollywoodBeach Resort. This agreement is effective March 10, 2016 and eha{I remain in fulÿ force andeffect for as long as the TPRA is an independent contractor conducting business at 101 N.Ocean Drive Hollywood, Florida 33019.

Financial Bullet Points of the Agreement

1. TPRA shall pay 8% of the gross daily room rental to the He as does alI other ownersowners who participate on the Association's authorized Hotel Rental Program. in isunderstood that the payment made will be recorded and paid to the Hollywood BeachResort Hotel Owners Association (HBHOA0 as part of the fee paid paid by the He collectedfrom all owners renting their units on the Hotel Rental Program. The payment shall be mademonthty no later than 10 days after the last day of each month, Example: rentals for Junewill be paid by the 10th day of July,

2, TPRA shall pay $30 per month for each condominium unit under lease or made avaifable forrent at the Hollywood Beach Resort. This payment shall be made in advance and thispayment is for participation in the Hotel's basic room maintenance program

3, TPRA shall pay $30 per month for each condominium unit under lease or made available forrent at the Hollywood Beach Resort. This payment shall represent a fixed cost for the TPRAfor the cost of linens associated with providing daily maid service to the condominium unitsmade available for rent.

4. TPRA shall pay $15 per day for the cost of maid service or room cleaning services for eachroom made available for rent at the Hollywood Beach Resort

5, TPRA shall pay $100 per month for each condominium unit under lease or made availableas a room rental on the TPRA's Rental Program, The represents a fixed fee for the 24/7services of the Front Desk which includes but is not limited to check-in, check-out, and fullguest services in coordination with the TPRA.

CHARGES APPLY: Both the TPR and the He agree that the above charges apply to altcondominium units located at 101 N. Ocean Drive Hollywood, Florida 33019 including but notlimited to the approximate 30 condominium units which the TPRA represents as having a longterm lease of a year or more with individual owners that are made available for rental as part ofthe TPR Rental Program.

COMPETITION FOR CONDO OWNERS: The TPRA agrees and acknowledges that nocondominium owner or unit owner at the Holfywood Beach Resort who is not currently on theRental Program owned and operated by the TPRA will be permitted to ioin or otherwise becomea party to the TPRA'e Rental Program. The He agrees and acknowledges that the TPRAmaintains a business model to attract investors to the Hollywood Beach Resort and any newbuyers whether an investor of the TPRA or not, shall be considered FAIR GAME and as suchmay elect to become a part of the TFRA's Rental Program at the time of purchase

Iÿ.HIBIT ÿ

j ! : , i

COOPERATION: Both the TPRA and the HO agree that cooperation works for the best interestof the HBHOA and the HBRCA ( The Associations) and hereby agree to present and promote aunified FRONT between both parties to all owners at the Hollywood Beach Resort. The unifiedFRONT shall include but will not be limited to informing and educating owners on theimportance of not allowing inter-property competition between competing rental programs as allcompetition must be focused on surrounding properties in an effort to raise the daily room rentalrates as well as the daily occupancy percentages at the Hollywood Beach Resort. In this spiritof cooperation the TPRA has agreed to inform all owners that the TPRA Program is madeavailable on a very exclusive basis to their owners and investors only and is currently closed forparticipation other than for the benefit of their investors, new investors, and new condo ownersat the HolIywood Beach Resort.

Agreed and made effective this !0 day of March 2016 by and between:

By:

Hollywood Beach Resoll Hotel Rental Program,LLC/ /

By:

DÿIgn Suites Miÿmiÿ Inc, €%ta Design Suites Hoÿlywooÿ Besoh

FacundoYebne

m: Richard J Schecher, Sr ,ÿc ÿechÿrÿ.ÿ iÿ,ÿ,cÿrÿ,

Subiÿ Notes 2 Fagundo agreedDÿteÿ April 3, 2016 at 3:22 PM

Toÿ Elder Gÿg ,ÿeJd6ÿlaw@ÿ!ÿiicoÿll

i¸ i j :ÿ

Sent from Corp iPhoneSCHECHER GROUPRichard J Schecher, SrP:(954)483-4987P'fQ'ÿ'ÿ91 9-(11 1R

1612295 in the circuit court of the 17th judicial...

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