Loading...
Backup Documents 05/25/2021 Item #11J pm+'64t3' ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 1 J 9 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing_lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s)(List in routing order) Office Initials Date 1. 2. Risk-Management Risk-Management 3. County Attorney Office County Attorney Office 4. BCC Office Board of County # `�j Commissioners 1F� 5. Minutes and Records Clerk of Court's Office staigi101 PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Sean Callahan/Deputy County Manager Phone 239-252-8348 Contact/ Department Agenda Date Item was May 25,2021 Agenda Item Number 11 J Approved by the BCC Type of Document Agreement to operate and lease the Collier Number of Original 1 Attached County Mental Health Facility with the David Documents Attached Lawrence Mental Health Center,Inc. PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature?STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be SC signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the SC document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's SC signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on May 25th,2021 and all changes made SC during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the ►` �� BCC,all changes directed by the BCC have been made,and the document is ready for the �♦\ N Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 224.05;Revised 11/30/12 MEMORANDUM 1 1 J Date: June 7, 2021 To: Ian Barnwell, Sr. Operations Analyst Capital Project Planning/Impact Fees/Project Management From: Teresa Cannon, Sr. Deputy Clerk Minutes & Records Department Re: Long-Term Lease Agreement and Operating Agreement for Collier County Mental Health Facility w/David Lawrence Mental Health Center, Inc. Attached is a scanned copy of the document referenced above, (Item #11J) approved by the Board of County Commissioners on Tuesday, May 25, 2021. The third original has been kept by the Minutes and Records Department as part of the Board's Official Record. If you have any questions, please contact me at 252-8411. Thank you. Attachment 11J COLLIER COUNTY STANDARD FORM LONG-TERM LEASE AND OPERATING AGREEMENT COLLIER COUNTY MENTAL HEALTH FACILITY This Long-Term Lease and Operating Agreement (hereinafter referred to as "Lease or Agreement") is entered into this ` day of , 2021 ("Effective Date"), by and between David Lawrence Mental Health Center, Inc., a orida not-for-profit corporation, whose mailing address is 6075 Bathey Lane, Naples, FL 34116, hereinafter referred to as "Lessee or David Lawrence," and Collier County, a political subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112, hereinafter referred to as "Lessor or County," collectively stated as the "Parties." RECITALS: WHEREAS, Florida Statutes Section 125.38 provides that if a corporation or other organization not for profit which may be organized for the purposes of promoting community interest and welfare, should desire any real or personal property that may be owned by any county of this state or by its board of county commissioners,for public or community interest and welfare, then such corporation or organization may apply to the board of county commissioners for a conveyance or lease of such property,and that such board,if satisfied that such property is required for such use and is not needed for county purposes, may thereupon convey or lease the same at private sale to the applicant for such price, whether nominal or otherwise, as such board may fix, regardless of the actual value of such property; and WHEREAS,County is the owner of that certain real property located in the Collier County, Florida, legally described as Tract 66, Golden Gate Estates, Unit No. 30, being a 5-acre parcel, more or less,as recorded in Plat Book 7,Page 58,Public Records of Collier County,Florida,which Land was granted by Lessee to the County on or about the date hereof for the purpose of a County- owned mental health facility with behavioral and mental health services furnished to the public and available regardless of income to all people of Collier County (the "Mental Health Facility"); and WHEREAS, County intends to construct the Mental Health Facility for the people of Collier County on the Land pursuant to the terms of this Lease; and WHEREAS, Lessee, a duly organized not-for-profit corporation dedicated to behavioral and mental health services, has applied to the Board of County Commissioners to lease the Land and the Mental Health Facility from the County, and to operate the Collier County Mental Health Facility once construction is completed pursuant to the terms of this Lease and Operating Agreement; and WHEREAS, the Board has determined that it is in the best interest of the public to enter into this Agreement with David Lawrence on the terms and conditions set forth below. INSTR 6070127 OR 5957 PG 2110 RECORDED 6/2/2021 4:47 PM PAGES 16 Page 1 of 14 CLERK OF THE CIRCUIT COURT AND COMPTROLLER g COLLIER COUNTY FLORIDA CNC/ REC$137.50 11J WITNESSETH: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties hereby enter into this Agreement on the following terms and conditions: 1. Conveyance. On the terms and conditions set forth in this Agreement, and in consideration of Lessee's performance under this Agreement,the Lessor conveys to the Lessee the present possessory interest in the Leased Premises described below. 2. Description of Leased Premises. The Leased Premises which is the subject of this Lease is a parcel to be improved with a building and parking on real property legally described as Tract 66, Golden Gate Estates, Unit No. 30, being a 5-acre parcel, more or less, as recorded in Plat Book 7, Page 58, Public Records of Collier County, Florida, with a legal description set forth in Exhibit "A," hereinafter referred to as the "Premises." Construction of the building shall be set forth and governed by Exhibit B. 3. Conditions to Conveyance. Lessee warrants and represents to Lessor that it has examined the title and boundaries of the Premises. Accordingly, this conveyance is subject to all of the following: a. Any and all conditions, restrictions, encumbrances and limitations now recorded against the Premises; b. Any and all existing or future zoning laws or ordinances; c. Any questions of title and survey that may arise in the future; and d. Lessee's satisfactory performance of all terms and conditions of this Lease. 4. Use of Premises. The purpose of this Agreement is for David Lawrence to operate, once built, the Collier County Mental Health Facility, which use the Board of County Commissioners has found to be in the public's interest. In the event David Lawrence shall cease to use the Premises as a County Mental Health Facility, and such cessation of use shall continue for a period of sixty (60) days, this Agreement, at the option of the Lessor, upon thirty (30) days written notice to the Lessee, shall be terminated and Lessee shall surrender and vacate the Premises to the Lessor within thirty (30) days after notice of such termination. Provided, however, said sixty (60) day period shall be tolled if such cessation is caused by events beyond the control of the Lessee such as acts of God or if such cessation is due to closing for reconstruction or repairs to the building constructed by Lessor on the Leased Premises. 5. Permissible Alterations and Additions to Premises. Following construction, Lessee may not make any alterations or additions to the Collier County Mental Health Facility without first obtaining the County's prior written consent, which consent may will not be unreasonably withheld. Lessee shall submit to Lessor plans and specifications for all such alterations and additions at the time Lessor's consent is sought. Page2of14 G o) 1 1 j 6. Term of Lease. The term of this Lease shall commence on the date first above written, and unless terminated earlier by the Parties, shall terminate on the 30th year anniversary date of issuance of a Certificate of Occupancy for the Collier County Mental Health Facility to be built on the Premises ("Term"); provided Lessee's obligations hereunder shall not commence until delivery and acceptance of the building. One year prior the end of the Lease Term or any renewal term, the County shall provide Lessee written notice indicating the County's intent to either (i) renew the Lease on the same terms and conditions hereof, for an additional five (5) year term, or (ii) terminate the Lease at the end of the Term (or any renewal term, as applicable). Should the County elect to terminate the Lease, Lessee shall have the option to purchase the Mental Health Facility (free of monetary liens and encumbrances) for the greater of(i) the fair market value of the building, established by appraisal by a mutually acceptable appraiser at Lessee's expense, or (ii) the tax dollar expenditures by the County for construction of the building, upon which Lessor shall transfer to Lessee, all right, title and interest of Lessor in and to the Mental Health Facility. Lessee's option must be exercised within six months following receipt of such written notice, following which the option rights shall automatically expire. If Lessee fails to exercise its option, the Mental Health Facility, together with the 5 acre parcel it sits on, shall be fully owned and operated by Collier County, with Lessee having no further obligations,rights or claims whatsoever to the Facility or the 5 acre parcel. If Lessee does not make such election and holds over after the expiration of the lease term, such tenancy shall be from month to month under all of the terms, covenants and conditions of this Lease subject, however, to Lessor's right to seek legal relief to eject Lessee from the Premises as a holdover. Nothing herein shall preclude the Parties from renewing this Lease in accordance with paragraph 21 hereof, 7. Rent. The Lessee agrees to pay the Lessor the sum of$1.00 per annum, in advance, for each year of the term. 8. Net Lease. This is a fully net lease, with Lessee responsible for all costs, fees and charges concerning the Premises, except with respect to Lessor's obligations under paragraph 10. Accordingly, Lessee shall promptly pay when due and prior to any delinquency, as applicable, all costs, fees, taxes, trash removal services, assessments, utility charges, and obligations of any kind that relate to the Premises. Lessee will indemnify and hold Lessor harmless from any and all claims,costs and obligations arising from Lessee's use of the Premises,provided that the foregoing will not entitle the County to indemnification for negligence of the County, willful neglect or intentional misconduct of the County. In case any action or proceeding is brought by Lessee or Lessor to enforce the other's obligations under this Lease, the non-prevailing party shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom, and shall defend such action or proceeding if the prevailing party shall so request, at the non-prevailing party's expense, by counsel reasonably satisfactory to the prevailing party It is specifically agreed however,that either party may at its own cost and expense participate in the legal defense of such claim, with legal counsel of its choosing. 9. Lessee's Liens and Mortgages. Lessee shall not in any way encumber the Premises and shall promptly remove any and all liens placed against the Premises. All persons to whom these presents may come are put upon notice of the fact that the interest of the Lessor in the Premises shall not be subject to liens for improvements made by the Lessee and liens for improvements made by the Lessee are specifically prohibited from attaching to or becoming a lien Page 3 of 14 ('CA5 11J on the interest of the Lessor in the Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713.10, Florida Statutes. 10. Lessee's Obligation to Maintain Premises and Comply with All Lawful Requirements; Maintenance and Repair. Lessee,throughout the term of this Lease, at its own cost, and without any expense to the Lessor, shall keep and maintain the Premises in good, sanitary and neat order, condition and repair, and shall abide with all lawful requirements. Such maintenance and repair shall include, but not be limited to, painting, janitorial, fixtures and appurtenances (lighting, heating, plumbing, and air conditioning). Notwithstanding the foregoing, Lessor shall, at its expense, replace as necessary, the heating, ventilation, cooling systems and generator(s) servicing the Premises, and all structural portions of the Premises, including, but not limited to, the roof, weight bearing walls and columns, parking lot resurfacing, footings, foundations and structural floors, unless the need for said is the result of an intentional or negligent act or omission of Lessee. If the Premises are not in such compliance in the reasonable opinion of Lessor or Lessee, as applicable, the defaulting party will be so advised in writing. If corrective action is not begun within thirty(30)days of the receipt of such notice and prosecuted diligently until corrective action is completed,the non-defaulting party may cause the same to be corrected and the defaulting party shall promptly reimburse the non-defaulting party for the expenses incurred, together with a 5% administrative fee. 11. Quiet Enjoyment. Lessee shall be entitled to quiet enjoyment so long as Lessee has not defaulted on any of the terms of this Lease. Accordingly, Lessee shall have the exclusive right to use the Premises during the term of this Lease. During the term of this Lease, Lessee may erect appropriate signage on the Leased Premises and the improvements constructed by Lessor thereon. Any such signage shall be in compliance with all applicable codes and ordinances. 12. Casualty and Condemnation a. Casualty. If the Premises are destroyed,rendered substantially uninhabitable, or damaged to any material extent, as reasonably determined by Lessee and Lessor, by fire or other casualty, and Lessor must use the insurance proceeds, hereinafter referred to as "Proceeds," to rebuild or restore the Premises to substantially its condition prior to such casualty event unless the Lessor provides the Lessee with a written determination that rebuilding or restoring the Premises to such a condition with the Proceeds within a reasonable period of time is impracticable or would not be in the best interests of the Lessor, in which event, Proceeds shall be promptly remitted to Lessor. If the Lessor elects not to repair or replace the improvements, then Lessee or Lessor may terminate this Lease by providing notice to the other party within ninety (90) days after the occurrence of such casualty, and in such event Lessor shall as soon as practical demolish the improvements and convey title to the Land to Lessee(free and clear of all monetary encumbrances) at no cost to Lessee, and the Lease shall terminate. The termination will be effective on the date Lessor conveys the Land to Lessee. During the period between the date of such casualty and the date of termination, Lessee will cease its operations as may be necessary or appropriate. If this Lease is not terminated as set forth herein, or if the Premises is damaged to a less than material extent, as reasonably determined by Lessee and Lessor, Lessor will proceed with reasonable diligence, at no cost or expense to Lessee, to rebuild and repair the Premises to substantially the condition as existed prior to the casualty. Page 4 of 1414 j 11J b. Condemnation. Lessor may terminate this Lease as part of a condemnation project. Lessor will use its best efforts to mitigate any damage caused to Lessee as a result of such termination; however, in no event will Lessor be liable to Lessee for any compensation as a result of such termination. 13. Access to Premises. Lessor, its duly authorized agents, contractors,representatives and employees, shall have the right after reasonable oral notice to Lessee, to enter into and upon the Premises during normal business hours, or such other times with the consent of Lessee, to inspect the Premises, verify compliance with the terms of this Lease, or make any required repairs not being timely completed by Lessee. Notwithstanding the foregoing, for the safety and confidentiality of those receiving services, staff, and visitors, the operation of the Premises is a highly secure environment and Lessor's representatives will be instructed accordingly, and shall be required to sign non-disclosure agreements and be escorted by a member of DLC staff while on Premises. 14. Termination and Surrender. Unless otherwise mutually agreed by the Parties, within thirty (30) days after termination of the lease term, provided Lessee has not elected to buy the building as provided herein,Lessee shall redeliver possession of the Premises to Lessor in good condition and repair, reasonable wear and tear excepted. Lessee shall have the right at any time during Lessee's occupancy of the Premises to remove any of its personal property, equipment, and signs provided, however, at the termination of this Lease, Lessor shall have the option of either requiring Lessee to demolish and remove all improvements made by Lessee to the Premises upon Lessee's vacation thereof, or to require Lessee to retain said improvements with fixtures on the Premises which improvements and fixtures will become the property of the Lessor upon Lessee's vacation of the Premises. 15. Assignment. This Lease is personal to Lessee. Accordingly, Lessee may not assign this Lease or sublet any portion of the building constructed on the Premises by Lessee without the express prior written consent of the Lessor, which consent may be withheld in Lessor's sole discretion. Any purported assignment or sublet without the express written consent of Lessor shall be considered void from its inception and shall be grounds for the immediate termination of this Lease. Notwithstanding anything in this Lease to the contrary, if Lessee is not in default, so long as the assignee is a duly organized not-for-profit corporation with financial resources comparable to Lessee, Lessor's consent of such assignment shall not be unreasonably withheld. 16. Insurance. a. Lessor shall maintain so called All Risk property insurance on the Premises at replacement cost value as reasonably estimated by Lessor, together with such other insurance coverage as Lessor, in its reasonable judgment, may elect to maintain from time to time. Lessee shall reimburse Lessor for Lessor's insurance premium required hereunder within 30 days after the date Lessor presents Lessee with an invoice. Lessee shall be added as an additional insured on the All Risk property insurance policy as their interest may appear; and shall include a provision requiring not less than ten (10) days prior written notice to Lessee in the event of cancellation or reduction in policy(ies) coverage. Page5of14 CA9 11J b. Lessee shall provide and maintain Worker's Compensation Insurance covering all employees meeting the then existing Statutory Limits in compliance with the applicable state and federal laws. The coverage shall include Employer's Liability with a minimum limit of One Hundred Thousand and 00/100 Dollars ($100,000.00) per each accident. If such amounts are less than good insurance industry practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to initiate such policy limit increase. c. Lessee shall also maintain standard fire and extended coverage insurance on Lessee's personal property located on the Premises and all of Lessee's property located on or in the Premises including, without limitation, furniture, equipment, fittings, installations, betterments, improvements, fixtures (including removable trade fixtures), personal property and supplies, in an amount not less than the then-existing full replacement value. d. Business Automobile Liability Insurance, and Business Boat Liability Insurance, for automobiles and boats used by Lessee in the course of its performance under this Lease, including Employer's Non-Ownership and Hired Auto Coverage, each said policy in amounts of One Million and 00/100 Dollars($1,000,000.00)combined single limit per occurrence. If such amounts are less than good insurance practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to initiate such policy limit increase. e. Pollution Liability insurance covering the accidental discharge and clean up of pollutants shall be maintained by the Lessee in an amount of not less than One Million and 00/100 dollars ($1,000,000) per occurrence. Such coverage shall cover third party liability and clean up coverage. f. Commercial General Liability insurance shall be maintained in an amount of not less than three million dollars ($3,000,000) in the aggregate. Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to initiate such policy limit increase. g. Lessor shall be added as an additional insured on the Property Insurance policy as their interest may appear. Lessor shall also be added as an additional insured on the Commercial General Liability policy. The above-described insurance policies shall list and continuously maintain Lessor as an additional insured thereon. Evidence of such insurance shall be provided to Lessor and the Collier County Risk Management Division, 3311 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval prior to the commencement of this Lease; and shall include a provision requiring not less than ten(10) days prior written notice to Lessor in the event of cancellation or reduction in policy(ies) coverage. If such amounts are less than good insurance practice would require, Lessor reserves the right to reasonably amend their insurance requirements by issuance of notice in writing to Lessee, whereupon receipt of such notice Lessee shall have thirty (30) days in which to obtain such additional insurance. The issuer of any policy must have a Certificate of Authority to transact insurance business in the State of Florida and must be consistent with Lessee's customary insurance policies or better. Each insurer must be responsible and reputable and must have financial capacity consistent with the risks covered. Each policy must contain an endorsement to the effect that the issuer waives any claim or right of subrogation to recover against Lessor, its employees, representatives and agents. Page 6 of 14 i1J h. Failure to continuously abide with all of these insurance provisions shall be deemed to be a material breach of this Lease and Lessor and Lessee, as applicable, shall have the remedies set forth below. 17. Defaults and Remedies. a. Defaults by Lessee. The occurrence of any of the following events and the expiration of the applicable cure period set forth below without such event being cured or remedied will constitute a "Default by Lessee" to the greatest extent then allowed by law: i. Abandonment of Premises. ii. Lessee's knowing misrepresentation of a material matter related to this Lease. iii. Filing of insolvency, reorganization, plan or arrangement of bankruptcy. iv. Adjudication as bankrupt. v. Making of a general assignment of the benefit of creditors. vi. If Lessee suffers this Lease to be taken under any writ of execution and/or other process of law or equity. vii. Lessee's loss of its federal IRS tax exempt status. viii. Lessee's failure to utilize the Premises as set forth in Exhibit B. ix. Any lien is filed by Lessee against the Premises or Lessee's interest therein or any part thereof in violation of this Lease, or otherwise, and the same remains unreleased for a period of sixty (60) days from the date of filing unless within such period Lessee is contesting in good faith the validity of such lien and such lien is appropriately bonded. x. Failure of Lessee to perform or comply with any material covenant or condition made under this Lease, which failure is not cured within ninety (90)days from receipt of Lessor's written notice stating the non-compliance shall constitute a default (other than those covenants for which a different cure period is provided), whereby Lessor may, at its option, terminate this Lease by giving Lessee thirty (30) days written notice unless the default is fully cured within that thirty (30) day notice period (or such additional time as is agreed to in writing by Lessor as being reasonably required to correct such default). However, with respect to a default under ii, iii, iv, v, and vi, above, the occurrence of such event shall constitute a material breach and default by Lessee, and this Lease may be immediately terminated by Lessor except to the extent then prohibited by law. b. Remedies of Lessor. i. In the event of the occurrence of any of the foregoing defaults following written notice to Lessee with opportunity to cure, Lessor, in addition to any other rights and remedies it may have, shall have the immediate right to re- enter and remove all individuals,entities and/or property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee, all without service of Page 7 of 14 CAO 11J notice or resort to legal process and without being deemed guilty of trespass, or being liable for any loss or damage which may be occasioned thereby. If Lessee does not cure the defaults in the time frames as set forth above, and Lessor has removed and stored property, Lessor shall not be required to store for more than thirty (30) days. After such time, such property shall be deemed abandoned and Lessor shall dispose of such property in any manner it so chooses and shall not be liable to Lessee for such disposal. ii. If Lessee fails to promptly pay, when due, any full installment of rent or any other sum payable to Lessor under this Lease, and if said sum remains unpaid for more than five (5) days past the due date, the Lessee shall pay Lessor a late payment charge equal to five percent (5%) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two (2%) percent per month or the highest interest rate then allowed by Florida law, whichever is higher ("Default Rate"), which interest shall be promptly paid by Lessee to Lessor. iii. Lessor may sue for direct, actual damages arising out of such default of Lessee or apply for injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Lessee under this Lease, or otherwise. Lessor shall be entitled to reasonable attorney's fees and costs incurred arising out of Lessee's default under this Lease. c. Default by Lessor. Lessor shall in no event be charged with default in the performance of any of its obligations hereunder unless and until Lessor shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default) after written notice to Lessor by Lessee properly and in meaningful detail specifying wherein, in Lessee's judgment or opinion, Lessor has failed to perform any such obligation(s). d. Remedies of Lessee. Lessee's remedies for Lessor's default under this Lease shall be limited to the following: i. For injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement, or covenant of Lessor under this Lease. ii. Lessee may cure any default of Lessor and pay all sums or do all reasonably necessary work and incur all reasonable costs on behalf of and at the expense of Lessor. Lessor will pay Lessee on demand all reasonable costs incurred and any amounts so paid by Lessee on behalf of Lessor, with no interest. iii. Lessee may sue for direct, actual damages arising out of such default of Lessor. Lessee shall be entitled to reasonable attorney's fees and costs incurred arising out of Lessor's default under this Lease. Page 8 of 14 CA® 11J e. No Remedy Exclusive. No remedy herein conferred upon or reserved to either party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy will be cumulative and in addition to every other remedy given under this Lease or hereafter existing under law or in equity. No delay or omission to exercise any right or power accruing upon any event of default will impair any such right or power nor be construed to be waived, but any such right and power maybe exercised from time to time and as often as may be deemed expedient. f. Non-Waiver. Every provision hereof imposing an obligation upon Lessee is a material inducement and consideration for the execution of this Lease by Lessee and Lessor. No waiver by Lessee or Lessor of any breach of any provision of this Lease will be deemed for any purpose to be a waiver of any breach of any other provision hereof or of any continuing or subsequent breach of the same provision, irrespective of the length of time that the respective breach may have continued. Miscellaneous Legal Matters 18. This Lease and Operating Agreement shall be construed by and controlled under the laws of the State of Florida. In the event of a dispute under this Lease, the Parties shall first use the County's then-current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure, either party may file an action in the Circuit Court of Collier County to enforce the terms of this Lease, which Court the Parties agree to have the sole and exclusive jurisdiction. 19. This Lease and Operating Agreement contains the entire agreement of the Parties with respect to the matters covered by this Lease and no other agreement, statement or promise made any party, or to any employee, officer or agent of any party, which is not contained in this Lease shall be binding or valid. Time is of the essence in the doing, performance and observation of each and every term, covenant, and condition of this Lease by the Parties. 20. In the event state or federal laws are enacted after the execution of this Lease,which are applicable to and preclude in whole or in part the Parties' compliance with the terms of this Lease, then in such event this Lease shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Lease. 21. Except as otherwise provided herein, this Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in interest. Notices hereunder shall be given to the Parties set forth below and shall be made by hand delivery, facsimile, overnight delivery or by regular mail. If given by regular mail,the notice shall be deemed to have been given within a required time if deposited in the U.S. Mail, postage prepaid, within the time limit. For the purpose of calculating time limits which run from the giving of a particular notice the time shall be calculated from actual receipt of the notice. Time shall run only on business days which, for purposes of this Lease shall be any day other than a Saturday, Sunday, or legal public holiday. Notices shall be addressed as follows: If to Lessor: County Manager Page 9 of 14 11J Collier County Manager's Office 3301 East Tamiami Trail Naples, Florida 34112 CC: Real Property Management 3301 Tamiami Trail Building W Naples, Florida 34112 If to Lessee: David Lawrence Mental Health Center, Inc Attn: Scott Burgess, President 6075 Bathey Lane Naples, FL 34116 CC: Coleman, Yovanovich& Koester, PA Attn: Richard D. Yovanovich 4001 Tamiami Trail North, Suite 300 Naples, Florida 34103 Notice shall be deemed to have been given on the next successive business day to the date of the courier waybill if sent by nationally recognized overnight delivery service. 22. Lessee is an independent contractor and is not any agent or representative or employee of Lessor. During the term of this Lease, neither Lessee, nor anyone acting on behalf of Lessee, shall hold itself out as an employee, servant, representative or agent of Lessor. Neither party will have the right or authority to bind the other party without express written authorization of such other party to any obligation to any third party. No third party is intended by the Parties to be a beneficiary of this Lease or to have any rights to enforce this Lease against either party hereto or otherwise. Nothing contained in this Lease will constitute the Parties as partners or joint ventures for any purpose, it being the express intention of the Parties that no such partnership or joint venture exists or will exist. Lessee acknowledges that Lessor is not providing any vacation time, sick pay, or other welfare or retirement benefits normally associated with an employee- employer relationship and that Lessor excludes Lessee and its employees from participation in all health and welfare benefit plans including vacation, sick leave, severance, life, accident, health and disability insurance, deferred compensation, retirement and grievance rights or privileges. 23. Neither party to this Lease will be liable for any delay in the performance of any obligation under this Lease or of any inability to perform an obligation under this Lease if and to the extent that such delay in performance or inability to perform is caused by an event or circumstance beyond the reasonable control of and without the fault or negligence of the party claiming Force Majeure. "Force Majeure" shall include an act of God, war (declared or undeclared), sabotage, riot, insurrection, civil unrest or disturbance, military or guerrilla action, economic sanction or embargo, civil strike,work stoppage, slow-down or lock-out,explosion, fire, earthquake, abnormal weather condition, hurricane, flood, lightning, wind, drought, and the binding order of any governmental authority. Page 10 of 14 ° 1 1 j 24. Except in connection with the customary delivery or implementation of mental and behavioral health services, Lessee will not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any Hazardous Materials upon or about the Leased Premises, nor permit employees, representatives, agents, contractors, sub-contractors, sub-sub-contractors, material men and/or suppliers to engage in such activities upon or about the Leased Premises. 25. In compliance with Section 404.056, Florida Statutes, all Parties are hereby made aware of the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County Public Health Department. 26. Lessee shall execute this Lease prior to it being submitted for approval by the Board of County Commissioners. This Lease may be recorded by the County in the Official Records of Collier County, Florida, within fourteen (14) days after the County enters into this Lease, at Lessee's sole cost and expense. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE AND EXHIBITS TO FOLLOW Page 11 of 14 CIO) 11J IN WITNESS WI-IEREOF,the Lessee and Lessor have hereto executed this Lease the day and year first above written. AS TO THE LESSEE: David Lawrence Mental Health Center, Inc. By: C\,. IrAlic..4-7,—.._ Witness(signature) C 5—CoK gUf7eJS C4 G/ (Print Name anti Title) (print name) Witness(signature) (print name) AS TO THE COUNTY: s,••�• fit` BOARD OF COUNTY COMMISSIONERS, Crysti : K4ell' COLLIER Y, FLORID By: 3t.85 to At duty Clerk Penny Taylo . Chairman Appr k. d legal sufficiency: ii, _,4 Y Jeffrey A. hlatzkow, County Attorney i Page 12 of 14 CAO 11J EXHIBIT A [Insert Legal Description] Page 13 of 14 INSTR 5994017 OR 5885 PG 56 E—RECORDED 2/1/2021 10:48 PM PAGES 2 CLERK OF THE CIRCUIT COURT AND COMPTROLLER, COLLIER COUNTY FLORIDA DOC@.70 $0.70 REC $18.50 CONS $10.00 Prepared by and return to: G.Helen Athan,Esq. Attorney at Law Coleman,Yovanovich&Koester,P.A. 4001 Tamiami Trail North Suite 300 Naples,FL 34103 239-435-3535 [Space Above This Line For Recording Data]_ Cj Quit Claim Deed This Quit Claim Deed made this day of SLIM . ,2021 between The David Lawrence Foundation for Mental Health,Inc.,a Florida not-f -profit_corporation,whose-gpkst office address is 1110 Pine Ridge Road,Suite 200, Naples,FL 34108, grantor,and David aw `Mental Health Center,Inc.,a Florida not-for-profit corporation, whose post office address is 6075 Bathey Lane,N, es 034116,grantee: (Whenever used herein the terms"grantor"and"grantee"mct ' ti;thc)arties to this instrument and the heirs,legal representatives,and assigns of individuals, and the successors and assigns of corporations,trusts and tnts Witnesseth,that said grantor,for and in considerit‘ , stun TEN AND NO/100 DOLLARS($10.00)and other good and valuable consideration to said grantor in hand par by said` rantee, the receipt whereof is hereby acknowledged, does hereby remise,release,and quitclaim to the said grantee,3apd gr ee's heirs and assigns forever,all the right,title, interest, claim and demand which grantor has in and to the following descdiand,situate,lying and being in Collier County,Florida to-wit: e .. Tract 66,Unit 30,Golden Gate Estates,according to We t hereof as recorded in Plat Book 7,Page 58,of the Public Records of Collier County,Florida. ;, S,., ;I: • Parcel Identification Plumber:38165640005 4.;/''x To Have and to Hold, the same together with all and singular the app -1 +,es thereto belonging or in anywise appertaining,and all the estate,right,title, interest,lien,equity and claim whets' tors,either in law or equity,for the use,benefit and profit of the said grantee forever.„ In Witness Whereof,grantor has hereunto set grantor's hand and seal the day and ye ,. ,ve written. Signed,sealed and delivered in our presence: The Davjd Lawrence FoundaI1 a;r Mental Health ., a ot-for-profit corporation C ,,�/ 11 `x"�J 1. f= s • / `(Seal) Witnes ame: { U.St.nl:�orct� William 0' eill,as President • / Witness Name: t jl,n. kw *** OR 5885 PG 57 *** 11J State of Florida County of Collier The foregoing ins l went was acknowledged before me by means of(X)physical presence or U online notarization,this 1A4f-- day of 4 441,4( 2021 by William O'Neill,as President of The David Lawrence Foundation for Mental Health,Inc.,a Florida not- ,r�rofit corporation,on behalf of the corporation,who[X]is personally known or[]has produced a driver's license as`i '+', on. '(7` '' UI HELENATHAN :'+�' °` .`•; G�G NotaryPublic _I /14- sirA414--- ' [Notary Seal] =. ,•, ;,_ �S%UMMIS`SION#HH001645 1 -': -e;- E PIRES:September 19,2024 "'...„2 OondeaitauNotary uMerwrilers ' Printed Name: / My Commission Expires: •,::.4,,,,---N : „.„, ,...,,,,,, ,„,,,. ',,),..,-,,,, ....:,.. .._, ..:. i,--- s'• j.,_ , ,,,-;---;". s,, , ,,,,,,;,;,........,„ , ,..,,,. :,• \!..„ , ,... ,,,,,A..,,.--:::. ,..,,, c.) , ,, , :7 r.i.) 1 1 j EXHIBIT B Construction of the Collier County Mental Health Facility (a) Improvements. The County will improve the Premises by constructing thereon the Collier County Mental Health Facility, at its own cost and expense. For the Term of the Lease, Lessee shall use the Premises as a public behavioral and mental health facility, furnishing behavioral and mental health services to all people of Collier County, in accordance with all applicable licenses and accreditations ("Permitted Use") (b) Plans and Specifications. The parties agree that Lessee has expertise in operating the Permitted Use therefore it is in the best interest of the parties to work collaboratively and in good faith in developing the site plan and construction documents for the Mental Health Facility. Accordingly, the County shall prepare and submit site plans, construction plans, specifications, drawings, and related documents (the "Plans and Specifications") to Lessee for Lessee's review and comments. The parties agree to schedule and hold regular progress meetings to discuss the Plans and Specifications, however, the Lessee's role is purely advisory and all final decisions regarding the Plans and Specifications are at the County's sole discretion. (c) Parties' Cooperation. The Parties will assist and cooperate with one another in connection with reasonable requests by the other Party for any permit, license or other approval which may be reasonably necessary for or which will facilitate the development, operation and use of the Collier County Mental Health Facility. (d) Construction Schedule. Lessor shall use commercially reasonable efforts to commence construction of the Mental Health Facility, in accordance with the Plans and Specifications as herein provided, on or before the eighteen (18) month anniversary of the Effective Date, and shall thereafter diligently pursue to completion the construction of the Mental Health Facility. If Lessor fails to timely commence construction in accordance with the Plans and Specifications as provided herein, then, subject to reasonable extension due to Acts of God or events outside the reasonable control of the County, Lessee may, after providing thirty (30) days' written notice to Lessor with an opportunity to cure, elect to repurchase the Land for the same consideration paid by the County (i.e., $18.50),whereupon Lessor shall be obligated to transfer title to the Land back to Lessee, with Lessor responsible for all costs of satisfying outstanding indebtedness, if any, and this Lease shall terminate and be of no further force and effect. Page 14 of 14 CAD) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 1 J a' TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO (© a5-a i THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. County Attorney Office County Attorney Office JEA5 b (1-30-c)! 2. BCC Office Board of County r —[J �,��, Commissioners I � 3. Minutes and Records Clerk of Court's Office MT PRIMARY CONTACT INFORMATION V' Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name oPrimary Staff t���C%_ --�5`t L , c_t,O Phone Number 501c Contactt/ Department Agenda Date Item was Agenda Item Number Approved by the BCC 46— I I,J_ Type of Document \J ', - Lam . - C.,C9Y��=r�C( Number of Original € d\, Attached d-- fl cc A:i O N Documents Attached PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature?(STAMP OK) N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, ` \ N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. N 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the Y document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain i'f time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on above date and all changes made during \/ N/A is not the meeting have been incorporated in the attached document. The County 1 an option for Attorney's Office has reviewed the changes,if applicable. "------., this line. 9. Initials of attorney verifying that the attached document is the version approved by the . ` /A is not BCC,all changes directed by the BCC have been made,and the document is ready for th / a option for Chairman's signature. 1 4 's fine. L.. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 I 1 J ._ MEMORANDUM Date: June 30, 2021 To: Jennifer Leslie, Operations Coordinator Corporate Business Operations From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re Vacant Land Contract & Addendum with the David Lawrence Mental Health Center, Inc for the Collier CountyMental Health Facility Attached for further processing is the original document referenced above, (Item #11J) approved by the Board of County Commissioners on Tuesday, May 25, 2021. After the document is processed, please return a fully executed copy to this office for the Board's records. If you have any questions, please contact me at 252-8406. Thank you. Attachment I1J ADDENDUM TO VACANT LAND CONTRACT David Lawrence Mental Health Center, Inc., a Florida not-for-profit corporation ("Seller") and Collier County,a political subdivision of the State of Florida,through its Board of County Commissioners ("Buyer"),have entered into that certain Vacant Land Contract("Contract")executed contemporaneously herewith for the purchase and sale of the Property described therein, to which this Addendum to Vacant Land Contract(the"Addendum") is attached. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Contract. STATEMENT OF FACTS A. Collier County enjoys broad home rule powers, which include the authority to enter into agreements to purchase real property. B. Section 125.355 expressly provides that a county may acquire by purchase any real property for a public purpose. C. The County is pursuing a location to construct a County-owned mental health facility("Mental Health Facility") pursuant to Ordinance No. 2018-21, which authorized the allocation of surtax revenues to the construction of the Mental Health Facility. D. DLC is a not-for-profit corporation that is licensed to provide mental health services,and is the fee simple owner of the Property. E. The Property has been identified by the County as a suitable location for the Mental Health Facility. F. DLC is willing to convey the Property to the County for such purpose,and to operate the Mental Health Facility to be constructed by the County thereon, on the terms and conditions herein. AGREEMENT For an in consideration of the mutual covenants contained in this Agreement, for the purposes set forth in the County Government Act, Section 125.35 — 125.355, Florida Statutes, and for other good and valuable consideration,the receipt of which the parties hereby acknowledge,DLC and the County agree as follows: 1. Approvals. Provided Buyer has not otherwise terminated the Contract pursuant to Section 6.c.1 thereof, following expiration of the Feasibility Study Period, Seller shall have twelve (12) months ("Approval Period") to obtain non-appealable entitlement approvals necessary to permit use of the property as a mental health facility and related parking serving such use (the "Approvals"), in form and substance acceptable to Seller as future operator ofthe Mental Health Facility pursuant to the Lease(defined below). If Seller does not obtain the Approvals within the Approval Period,Buyer may,within fifteen(15) days after expiration of the Approval Period, (i)terminate this transaction by delivering written notice to Seller,whereupon the Deposit shall be returned to Buyer and Seller and Buyer shall be released from any and all further obligations and liabilities arising under or out of this Agreement,or(ii)extend the Approval Period by up to two (2) periods of sixty (60) days each to allow Seller additional time to obtain the Approvals. 2. Closing Date. Closing shall occur thirty (30) days following receipt of the Approvals ("Closing Date"). 1 (iry) ! 1J 3. Lease.As additional consideration for conveyance of the Property contemplated hereby,the parties agree and acknowledge that Seller shall lease the Property and the Mental Health Facility to be located thereon, following construction thereof,from Buyer to provide mental health services as a licensed expert in such services. At Closing, DLC, as tenant, shall enter into a lease and operation agreement with the County, as landlord, with respect to the Property and the Mental Health Facility, in form and substance attached hereto and incorporated herein by reference as Exhibit"A"(the"Lease"). The County shall obtain all permits,consents,authorizations and approvals necessary to complete construction of the Mental Health Facility, and shall cause substantial completion of the Mental Health Facility in accordance with plans approved by DLC. The design,permitting, and construction schedule for the Mental Health Facility shall be agreed upon by the County and DLC,and shall be based upon a construction start date of eighteen(18) months after the effective date of the long-term lease and operating agreement The County shall have the right, subject to the terms of this Agreement and the Lease, to ultimately approve and determine, in its reasonable discretion,all items and matters to be approved and determined in connection with construction of the Mental Health Facility, other than items or matters materially related to DLC's operation thereof or the Lease; provided the County shall submit all plans, applications and similar documents to DLC for its prior review and approval, not to be unreasonably withheld. DLC shall be responsible for obtaining and maintaining all licenses and approvals necessary to operate the Mental Health Facility in accordance with applicable law. At Closing, a memorandum of the Lease in form and substance reasonably acceptable to the parties shall be recorded against the Property,at DLC's cost. LEGAL MATTERS 4. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to,all successors in interest to the parties to this Agreement. 5. This Agreement shall not be construed or characterized as a development agreement under the Florida Local Government Project Agreement Act. In the event state or federal laws are enacted after the execution of this Agreement, which are applicable to and preclude in whole or in part the parties' compliance with the terms of this Agreement,including but not limited to State legislation which materially changes the County's ability to charge impact fees,then in such event this Agreement shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Agreement. 6. DLC shall execute this Agreement prior to it being submitted for approval by the Board of County Commissioners. The parties hereto shall do all things which may be required to give effect to this Agreement immediately as such requirement is made known to them or they are requested to do so, whichever is the earlier. 7. This Agreement shall be governed by and construed under the laws of the State of Florida. In the event of any dispute under this Agreement,the parties shall attempt to resolve such dispute first by means of the County's then-current Alternative Dispute Resolution Procedure, if any. Following the conclusion of such procedure,if any,either party may file an action for injunctive relief in the Circuit Court of Collier County to enforce the terms of this Agreement, and remedy being cumulative with any and all other remedies available to the parties for the enforcement of the Agreement. 8. Except as otherwise provided herein, this Agreement shall only be amended by mutual written consent of the parties hereto or by their successors in interest. All notices and other communications required or permitted hereunder(including County's option)shall be in writing and 2 11J shall be sent by Certified Mail, return receipt requested, or by a nationally recognized overnight delivery service,and addressed as follows: To County: To DLC: Collier County Manager's Office David Lawrence Mental Health 3299 Tamiami Trail East, Suite 202 Center, Inc. Naples, FL 34112-5746 Attn: President Phone: (239) 252-8383 6075 Bathey Lane Naples, Florida 34116 Phone: (239)354-1424 Notices sent via Certified Mail,return receipt requested,shall be deemed given three(3)days after being deposited in the United States mail, and notices sent by a nationally recognized overnight delivery service shall be deemed given on the date of receipt. 9. Nothing contained herein shall be deemed or construed to create between or among any of the parties any joint venture or partnership nor otherwise grant to one another the right, authority or power to bind any other party hereto to any agreement whatsoever. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 3 ' i J DLC: DAVID LAWRENCE MENTAL HEALTH CENTER,INC., a Florida not for profit corporation By: r zt'9ro�^- Print Name: y Its: G y 4 � ! �/ I1J COUNTY: ATTEST: BOARD OF COUNTY COMMISSIONERS CRYSTAL K. KINZEL.Clerk COLLIER COUNTY, FLORIDA,on behalf of Collier C unty Florida BYt ‘41C. By: ------------ At w- Jerk , Chairman e lv: , Approv t rm and legality: Jeffrey A :at County Attorney Etem 5 6-(1) ! 1J 1 PARTIESAND DESRIPTION OF PROPERTY 2' 1.SALE AND PURCHASE: David Lawrence Mental HealthCenter,Inc.,a Florida not-for-profit corporation ("Seller") 3' and Collier County,a political subdivision of the State of Florida,through its Board of County Commissioners ("Buyer") 4 agree to sell and buy on the terms and conditions specified below the property("Property")described as: 5* Addrocs' Folio:38165640005 6` Lggal Description: 7' Tract 66,Unit 30,GoIden Gate Estates,according to the Plat thereof as recorded in Plat Book/,Page 58,of the PubliCREaTrds of 8' Collier County,Florida 9* 10' 11' 12' including all improvements and the following additional property: 13- 14" 15 PRICE AND FINANCING is' 2. PURCHASE PRICE: Scost of recording the Dee-payable by Buyer in U.S.funds as follows: 17' (a)$ 10.00 Deposit received(checks are subject to clearance)on N/A by 18' N/A for delivery to Coleman,Yovanovich&Koester,Itikscrow Agent") 19 Signature Name of Company 20' (Address of Escrow Agent) 4001 Tamiami Trail North,Suite 300 21' (Phone#of Escrow Agent) 239-435-3535 22' (b)$ Additional deposit to be delivered to Escrow Agent by 23' or days from Effective Date(10 days if left blank). 24' (c) Total financing(see Paragraph 3 below)(express as a dollar amount or percentage) 25' (d)$ Other: 26' (e)$ 8.50 Balance to close(not including Buyer's closing costs, prepaid items and prorations).All funds 27 paid at closing must be paid by locally drawn cashier's check,official check or wired funds. 28' ❑ (f) (complete only if purchase price will be determined based on a per unit cost instead of a fixed price) The unit 29• used to determine the purchase price is❑ lot ❑ acre❑ square foot ❑ other (specify: 30' prorating areas of less than a full unit. The purchase price will be $ per unit based on a calculation of 31 total area of the Property as certified to Buyer and Seller by a Florida-licensed surveyor in accordance with Paragraph 32` 8(c)of this Contract.The following rights of way and other areas will be excluded from the calculation: a3' 34' 3. CASH/FINANCING: (Check as applicable) ❑(a)Buyer will pay cash for the Property with no financing contingency. 35' ❑ (b)This Contract is contingent on Buyer qualifying and obtaining the commitment(s) or approval(s)specified below (the 36' "Financing")within days from Effective Date(if left blank then Closing Date or 30 days from Effective Date, whichever 37• occurs first)(the"Financing Period"). Buyer will apply for Financing within days from Effective Date(5 days if left blank) 38 and will timely provide any and all credit, employment, financial and other information required by the lender. If Buyer. after. 39 using diligence and good faith,cannot obtain the Financing within the Financing Period,either party may cancel this Contract 40 and Buyer's deposit(s)will be returned after Escrow Agent receives proper authorization from all interested parties. 41' ❑ (1) New Financing: Buyer will secure a commitment for new third party financing for $ or 42' % of the purchase price at the prevailing interest rate and loan costs based on Buyer's creditworthiness. Buyer 43 will keep Seller and Broker fully informed of the loan application status and progress and authorizes the lender or 44 mortgage broker to disclose all such information to Seller and Broker. 45• ❑ (2) Seller Financing: Buyer will execute a ❑first ❑second purchase money note and mortgage to Seller in the 46' amount of $ , bearing annual interest at % and payable as follows: 47' 48 The mortgage, note, and any security agreement will be in a form acceptable to Seller and will follow forms generally 49 accepted in the county where the Property is located;will provide for a late payment fee and acceleration at the mortgagee's 60` Buyer( )( )and Seller( )( )acknowledge receipt of a copy of this page,which is Page 1 of 7 Pages. 03 ^r VAC-9 Rev.4/07 ©2007 Florida Association of REALTORS' All Rights Reserved I s� ,..,,,,a. This software is licensed to [Craig Grider - COLEMAN, YOVANOVICH a HORS R, P.A.1 www.transactioodesk.com. IMSi i i ,J 51 option if Buyer defaults; will give Buyer the right to prepay without penalty all or part of the principal at any time(s) with 52 interest only to date of payment; will be due on conveyance or sale; will provide for release of contiguous parcels, if 53 applicable; and will require Buyer to keep liability insurance on the Property, with Seller as additional named insured. Buyer 54 authorizes Seller to obtain credit, employment and other necessary information to determine creditworthiness for the 55 financing.Seller will,within 10 days from Effective Date,give Buyer written notice of whether or not Seller will make the loan. 56• ❑ (3) Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to 57` 58' LN# in the approximate amount of $ currently payable at 59* $ per month including principal, interest, ❑ taxes and insurance and having a ❑ fixed ❑ other (describe) 61' interest rate of % which ❑ will ❑ will not escalate upon assumption. Any variance in the mortgage will be 62 adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow 63' account dollar for dollar. If the lender disapproves Buyer, or the interest rate upon transfer exceeds % or the 64• assumption/transfer fee exceeds $ , either party may elect to pay the excess, failing which this 65 agreement will terminate and Buyer's deposit(s)will be returned. 66 CLOSING 67 4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered on 68. see addendum ("Closing Date"). Unless the Closing Date is specifically extended by the Buyer and Seller or fig by any other provision in this Contract, the Closing Date shall prevail over all other time periods including, but not limited to, 70 financing and feasibility study periods.If on Closing Date insurance underwriting is suspended, Buyer may postpone closing up to 71 5 days after the insurance suspension is lifted. If this transaction does not close for any reason, Buyer will immediately return all 72 Seller-provided title evidence,surveys,association documents and other items. 73 5. CLOSING PROCEDURE; COSTS:Closing will take place in the county where the Property is located and may be conducted 74 by mail or electronic means. If title insurance insures Buyer for title defects arising between the title binder effective date and 75 recording of Buyer's deed,closing agent will disburse at closing the net sale proceeds to Seller(in local cashier's checks if Seller 76 requests in writing at least 5 days prior to closing)and brokerage fees to Broker as per Paragraph 17.In addition to other expenses 77 provided in this Contract,Seller and Buyer will pay the costs indicated below. 78 (a)Seller Costs: 79 Taxes on the deed 80 Recording fc for documents needed to cure title 81 Title evidence(if applicable under Paragraph 8) 82• Other: 83 (b)Buyer Costs: 84 Taxes and recording fees on notes and mortgages 85 Recording fees on the deed and financing statements 86 Loan expenses 87 Lender's title policy at the simultaneous issue rate 88 Inspections 89 Survey and sketch 90 Insurance 91' Other: 92 (c)Title Evidence and Insurance:Check(1)or(2): 93' ❑(1)The title evidence will be a Paragraph 8(a)(1)owner's title insurance commitment.❑Seller will select the title agent and 94* will pay for the owner's title policy,search,examination and related charges or 3 Buyer will select the title agent and pay for 95* the owner's title policy, search, examination and related charges or❑Buyer will select the title agent and Seller will pay for 96 the owner's title policy,search,examination and related charges. 97' ❑(2) Seller will provide an abstract as specified in Paragraph 8(a)(2)as title evidence. ❑Seller❑ Buyer will pay for the 98 owner's title policy and select the title agent. Seller will pay fees for title searches prior to closing,including tax search and 9s lien search fees,and Buyer will pay fees for title searches after closing(if any),title examination fees and closing fees. 100 (d) Prorations:The following items will be made current and prorated as of the day before Closing Date: real estate taxes, toy interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessments for the current 102 year cannot be determined, the previous year's rates will be used with adjustment for any exemptions. PROPERTY TAX 103 DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE 104 AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO 106 PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE 106 PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING 107 VALUATION,CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION. toe (e)Special Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will pay(I)the full 109 amount of liens that are certified,confirmed and ratified before closing and(ii)the amount of the last estimate of the assessment 110' Buyer( )( )and Seller( )( )acknowledge receipt of a copy of this page,which is Page 2 of 7 Pages. VAC-9 Rev.4/07 ©2007 Florida Association of REALTORS° All Rights Reserved /jstat This software is licensed to [Craig Orider - COLEMAN, YOVANOVICH & KOESTER, P.A.] www.traneactiondeek.com. /'/f/S I1J 111 if an improvement is substantially completed as of Effective Date but has not resulted in a lien before closing,and Buyer will pay 112* all other amounts. If special assessments may be paid in installments❑Buyer❑Seller(if left blank,Buyer)shall pay installments 113 due after closing. If Seller is checked,Seller will pay the assessment in full prior to or at the time of closing. Public body does 114 not include a Homeowner Association or Condominium Association. 115 (f) Tax Withholding: If Seller is a "foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code i is requires Buyer to withhold 10% of the amount realized by the Seller on the transfer and remit the withheld amount to the 117 Internal Revenue Service (IRS) unless an exemption applies. The primary exemptions are (1) Seller provides Buyer with an Zia affidavit that Seller is not a"foreign person", (2) Seller provides Buyer with a Withholding Certificate providing for reduced or 119 eliminated withholding, or(3)the gross sales price is$300,000 or less, Buyer is an individual who purchases the Property to 120 use as a residence, and Buyer or a member of Buyer's family has definite plans to reside at the Property for at least 50% of 121 the number of days the Property is in use during each of the first two 12 month periods after transfer.The IRS requires Buyer 122 and Seller to have a U.S. federal taxpayer identification number ("TIN"). Buyer and Seller agree to execute and deliver as 123 directed any instrument, affidavit or statement reasonably necessary to comply with FIRPTA requirements including applying 124 for a TIN within 3 days from Effective Date and delivering their respective TIN or Social Security numbers to the Closing Agent. 12s If Seller applies for a withholding certificate but the application is still pending as of closing, Buyer will place the 10% tax in 125 escrow at Seller's expense to be disbursed in accordance with the final determination of the IRS, provided Seller so requests 127 and gives Buyer notice of the pending application in accordance with Section 1445. If Buyer does not pay sufficient cash at 128 closing to meet the withholding requirement,Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 129 requirement. Buyer will timely disburse the funds to the IRS and provide Seller with copies of the tax forms and receipts. 130 (g)1031 Exchange:If either Seller or Buyer wishes to enter into a like-kind exchange(either simultaneously with closing or 131 after)under Section 1031 of the Internal Revenue Code("Exchange"),the other party will cooperate in all reasonable respects 132 to effectuate the Exchange including executing documents; provided,however,that the cooperating party will incur no liability 133 or cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed by the Exchange. 134 PROPERTY CONDITION 135 6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions 136 resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will maintain the landscaping and 137 grounds in a comparable condition and will not engage in or permit any activity that would materially alter the Property's 138 condition without the Buyer's prior written consent. 139 (a) Flood Zone: Buyer is advised to verify by survey, with the lender and with appropriate government agencies which 14o flood zone the Property is in,whether flood insurance is required and what restrictions apply to improving the Property and 141 rebuilding in the event of casualty. 142 (b) Government Regulation: Buyer is advised that changes in government regulations and levels of service which 143 affect Buyer's intended use of the Property will not be grounds for canceling this Contract if the Feasibility Study 144 Period has expired or if Buyer has checked choice(c)(2) below. 145 (c)Inspections:(check(1)or(2)below) 14s" ❑ (1) Feasibility Study: Buyer will, at Buyer's expense and within 30 days from Effective Date ("Feasibility Study 147' Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for see addendum 148' use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental 149 assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to 150 determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and 151 zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, and other utilities; 152 consistency with local, state and regional growth management plans; availability of permits, government approvals, and 153 licenses; and other Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's 154 intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriate government agencies. 155 Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. 156 Seller gives Buyer, its agents, contractors and assigns,the right to enter the Property at any time during the Feasibility 157 Study Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and 156 assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless 159 from losses, damages, costs, claims and expenses of any nature, including attorneys' fees, expenses and liability 160 incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of 161 any and all Inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a 162 construction lien being filed against the Property without Seller's prior written consent. If this transaction does not 163 close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and 164 return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports 165 and other work generated as a result of the Inspections. 166 Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's 167 determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement 168 will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is"condition. If the Property 1E8 is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed 170 terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s)will be returned after Escrow 171 Agent receives proper authorization from all interested parties. 172" ❑ (2) No Feasibility Study:Buyer is satisfied that the Property is suitable for Buyer's purposes, including being 173 satisfied that either public sewerage and water are available to the Property or the Property will be approved for the 174' Buyer( )( )and Seller( )( )acknowledge receipt of a copy of this page,which is Page 3 of 7 Pages. VAC-9 Rev.4/07 ©2007 Florida Association of REALTORS° All Rights Reserved //Sifal et This software is licensed to [Craig Crider - COLEMAN, YOVANOVICH & ROESTER, P.A.] www.transactiondeek.Com. 1�DI, $ I1J 175 installation of a well and/or private sewerage disposal system and that existing zoning and other pertinent regulations 176 and restrictions, such as subdivision or deed restrictions, concurrency, growth management and environmental 177 conditions, are acceptable to Buyer.This Contract is not contingent on Buyer conducting any further investigations. 178 (d) Subdivided Lands: If this Contract is for the purchase of subdivided lands, defined by Florida Law as "(a) Any 179 contiguous land which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots, 15o parcels, units, or interests; or (b)Any land, whether contiguous or not, which is divided or proposed to be divided into 181 50 or more lots, parcels, units, or interests which are offered as a part of a common promotional plan.", Buyer may 182 cancel this Contract for any reason whatsoever for a period of 7 business days from the date on which Buyer executes 183 this Contract. If Buyer elects to cancel within the period provided, all funds or other property paid by Buyer will be 184 refunded without penalty or obligation within 20 days of the receipt of the notice of cancellation by the developer. 185 7. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially damaged by casualty before closing, 186 or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings, 187 or if an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract 188 by written notice to the other within 10 days from Buyer's receipt of Seller's notification,failing which Buyer will close in 189 accordance with this Contract and receive all payments made by the government authority or insurance company, if any. 190 TITLE 191 8.TITLE: Seller will convey marketable title to the Property by statutory warranty deed or trustee, personal representative 192 or guardian deed as appropriate to Seller's status. 193 (a) Title Evidence: Title evidence will show legal access to the Property and marketable title of record in Seller in 194 accordance with current title standards adopted by the Florida Bar, subject only to the following title exceptions, none of 195* which prevent Buyer's intended use of the Property as see addendum : covenants, easements and 196 restrictions of record; matters of plat; existing zoning and government regulations; oil, gas and mineral rights of record if 197 there is no right of entry; current taxes; mortgages that Buyer will assume; and encumbrances that Seller will discharge at 198 or before closing. • 199 which must be generally accepted in the county where the Property is located (specify in P . raph 5(c) the selected 200 type). Seller will use option(1)in Palm Beach County and option(2)in Miami-Dade 201 (1)A title insurance commitment issued by a Florida-licensed title insur he amount of the purchase price and 202 subject only to title exceptions set forth in this Contract and deliv .r to later than 2 days before Closing Date. 203 (2)An existing abstract of title from a reputable and exi. stract firm (if firm is not existing, then abstract must be 204 certified as correct by an existing firm) purportin e an accurate synopsis of the instruments affecting title to the 205 Property recorded in the public records e county where the Property is located and certified to Effective Date. 206 However if such an abstract is no le to Seller,then a prior owner's title policy acceptable to the proposed insurer 207 as a base for reissuanc overage. Seller will pay for copies of all policy exceptions and an update in a format 208 acceptable to s closing agent from the policy effective date and certified to Buyer or Buyer's closing agent, 209 togethe ' copies of all documents recited in the prior policy and in the update. If a prior policy is not available to the 210 , than(1)ah vA wilt hP the.title PvirlPrtrP TitIP Pvir1pnrF+will ha rialivarar1 nn lats"r than 10 d2ys 1 �nrQ Cieciag t1=te Feasability 211 (b)Title Examination: Buyer will examine the title evidence and deliver written notice to Seller, within 5 days from receipt Study 212 of titlo ovidonco but no later than Cloning Dote, of any defects that make the title unmarketable. Seller will have 30 days Period 213 from receipt of Buyer's notice of defects ("Curative Period") to cure the defects at Seller's expense. If Seller cures the 214 defects within the Curative Period, Seller will deliver written notice to Buyer and the parties will close the transaction on 215 Closing Date or within 10 days from Buyer's receipt of Seller's notice if Closing Date has passed. If Seller is unable to 216 cure the defects within the Curative Period, Seller will deliver written notice to Buyer and Buyer will, within 10 days from 217 receipt of Seller's notice, either cancel this Contract or accept title with existing defects and close the transaction. 218 (c) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have the Property surveyed and deliver written 219 notice to Seller, within i *of any encroachments on 22o the Property, encroachments by the Property's improvements on other lands or deed restriction or zoning violations. Any 221 such encroachment or violation will be treated in the same manner as a title defect and Buyer's and Seller's obligations 222 will be determined in accordance with subparagraph(b)above. 223 (d) Coastal Construction Control Line: If any part of the Property lies seaward of the coastal construction control line as 224 defined in Section 161.053 of the Florida Statutes, Seller shall provide Buyer with an affidavit or survey as required by law 225 delineating the line's location on the Property, unless Buyer waives this requirement in writing.The Property being purchased 226 may be subject to coastal erosion and to federal,state, or local regulations that govern coastal property, including delineation 227 of the coastal construction control line, rigid coastal protection structures, beach nourishment, and the protection of marine 228 turtles. Additional information can be obtained from the Florida Department of Environmental Protection, including whether 229 there are significant erosion conditions associated with the shoreline of the Property being purchased. 230' ❑Buyer waives the right to receive a CCCL affidavit or survey. 231 MISCELLANEOUS 232 9. EFFECTIVE DATE;TIME; FORCE MAJEURE: 233 (a) Effective Date: The "Effective Date" of this Contract is the date on which the last of the parties initials or signs and 234 delivers final offer or counteroffer. Time is of the essence for all provisions of this Contract. 235 (b)Time:All time periods expressed as days will be computed in business days(a"business day" is every calendar day 236 except Saturday, Sunday and national legal holidays). If any deadline falls on a Saturday, Sunday or national legal 237' Buyer( )( )and Seller( )( )acknowledge receipt of a copy of this page,which is Page 4 of 7 Pages. VAC-9 Rev.4/07 ®2007 Florida Association of REALTORS. All Rights Reserved / sta '' This software is licensed to [Craig Grider - COLEMAN, YOVAHOVICH & KOESTER, P.A.] www.transactiondesk.com. f,�s"'��`` 11J 238 holiday, performance will be due the next business day. All time periods will end at 5:00 p.m. local time (meaning in the 239 county where the Property is located)of the appropriate day. 240 (c) Force Majeure: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable to 241 each other for damages so long as the performance or non-performance of the obligation is delayed, caused or prevented 242 by an act of God or force majeure. An "act of God" or"force majeure" is defined as hurricanes, earthquakes,floods, fire, 243 unusual transportation delays, wars, insurrections and any other cause not reasonably within the control of the Buyer or 244 Seller and which by the exercise of due diligence the non-performing party is unable in whole or in part to prevent or 245 overcome. All time periods, including Closing Date, will be extended (not to exceed 30 days)for the period that the force 248 majeure or act of God is in place. In the event that such "act of God" or "force majeure" event continues beyond the 30 247 days in this sub-paragraph, either party may cancel the Contract by delivering written notice to the other and Buyer's 248 deposit shall be refunded. 249 10. NOTICES: All notices shall be in writing and will be delivered to the parties and Broker by mail, personal delivery or 250 electronic media. Buyer's failure to deliver timely written notice to Seller, when such notice is required by this Contract, 251 regarding any contingencies will render that contingency null and void and the Contract will be construed as if the 252 contingency did not exist.Any notice, document or item delivered to or received by an attorney or licensee(including a 253 transaction broker)representing a party will be as effective as if delivered to or by that party. 254 11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and Seller. Except for brokerage 255 agreements, no prior or present agreements will bind Buyer, Seller or Broker unless incorporated into this Contract. 256 Modifications of this Contract will not be binding unless in writing, signed or initialed and delivered by the party to be bound. 257 This Contract, signatures, initials, documents referenced in this Contract, counterparts and written modifications 258 communicated electronically or on paper will be acceptable for all purposes, including delivery,and will be binding. Handwritten 259 or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract is or 260 becomes invalid or unenforceable,all remaining provisions will continue to be fully effective. Buyer and Seller will use diligence 261 and good faith in performing all obligations under this Contract.This Contract will not be recorded in any public records. 262 12. ASSIGNABILITY; PERSONS BOUND: Buyer may not assign this Contract without Seller's written consent. The terms 263 "Buyer," "Seller," and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors, 264 personal representatives and assigns Of permitted)of Buyer, Seller and Broker. 265 DEFAULT AND DISPUTE RESOLUTION 266 13.DEFAULT:(a)Seller Default: If for any reason other than failure of Seller to make Seller's title marketable after diligent effort, 267 Seller fails, refuses or neglects to perform this Contract, Buyer may choose to receive a return of Buyer's deposit without 268 waiving the right to seek damages or to seek specific performance as per Paragraph 14. Seller will also be liable to Broker for 26s the full amount of the brokerage fee. (b) Buyer Default:If Buyer fails to perform this Contract within the time specified,including 270 timely payment of all deposits, Seller may choose to retain and collect all deposits paid and agreed to be paid as liquidated 271 damages or to seek specific performance as per Paragraph 14; and Broker will, upon demand, receive 50% of all deposits 272 paid and agreed to be paid(to be split equally among Brokers)up to the full amount of the brokerage fee. 273 14. DISPUTE RESOLUTION:This Contract will be construed under Florida law. All controversies, claims, and other matters in 274 question arising out of or relating to this transaction or this Contract or its breach will be settled as follows: 275 (a)Disputes concerning entitlement to deposits made and agreed to be made:Buyer and Seller will have 30 days from 276 the date conflicting demands are made to attempt to resolve the dispute through mediation. If that fails, Escrow Agent 277 will submit the dispute, if so required by Florida law, to Escrow Agent's choice of arbitration, a Florida court or the 278 Florida Real Estate Commission ("FREC"). Buyer and Seller will be bound by any resulting award,judgment or order. A 279 broker's obligation under Chapter 475, FS and the FREC rules to timely notify the FREC of an escrow dispute and timely 280 resolve the escrow dispute through mediation, arbitration, interpleader, or an escrow disbursement order, if the broker so 281 chooses,applies only to brokers and does not apply to title companies,attorneys or other escrow companies. 282 (b) All other disputes: Buyer and Seller will have 30 days from the date a dispute arises between them to attempt to 283 resolve the matter through mediation, failing which the parties will resolve the dispute through neutral binding 284 arbitration in the county where the Property is located. The arbitrator may not alter the Contract terms or award any 285 remedy not provided for in this Contract. The award will be based on the greater weight of the evidence and will 286 state findings of fact and the contractual authority on which it is based. If the parties agree to use discovery, it will 287 be in accordance with the Florida Rules of Civil Procedure and the arbitrator will resolve all discovery-related tea disputes. Any disputes with a real estate licensee named in Paragraph 17 will be submitted to arbitration only if the 289 licensee's broker consents in writing to become a party to the proceeding.This clause will survive closing. 290 (c) Mediation and Arbitration; Expenses: "Mediation" is a process in which parties attempt to resolve a dispute by 291 submitting it to an impartial mediator who facilitates the resolution of the dispute but who is not empowered to impose a 292 settlement on the parties. Mediation will be in accordance with the rules of the American Arbitration Association ("AAA") or 293 other mediator agreed on by the parties.The parties will equally divide the mediation fee, if any. "Arbitration" is a process in 294 which the parties resolve a dispute by a hearing before a neutral person who decides the matter and whose decision is 295 binding on the parties.Arbitration will be in accordance with the rules of the AAA or other arbitrator agreed on by the parties. 296 Each party to any arbitration will pay its own fees, costs and expenses, including attorneys' fees, and will equally split the 297 arbitrators'fees and administrative fees of arbitration. In a civil action to enforce an arbitration award,the prevailing party to the 298 arbitration shall be entitled to recover from the nonprevailing party reasonable attorneys'fees,costs and expenses. 299' Buyer( )( )and Seller( )( )acknowledge receipt of a copy of this page,which is Page 5 of 7 Pages. VAC-9 Rev.4/07 ©2007 Florida Association of REALTORse All Rights Reserved , � This software is licensed to [Craig Crider - COLEMAN, YOVANOVICH & KOESTER, P.A.] www.traasactiondesk.com. Y Sjs 1 1J - 300 ESCROW AGENT AND BROKER 301 15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in 302 escrow and,subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms 303 of this Contract, including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for 304 misdelivery of escrowed items to Buyer or Seller, unless the misdelivery is due to Escrow Agent's willful breach of this 305 Contract or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the 306 filing fees and costs from the deposit and will recover reasonable attorneys' fees and costs to be paid from the 307 escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. All claims 308 against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 309 16. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify all facts and representations 310 that are important to them and to consult an appropriate professional for legal advice (for example, interpreting contracts, 311 determining the effect of laws on the Property and transaction, status of title, foreign investor reporting requirements, the 312 effect of property lying partially or totally seaward of the Coastal Construction Control Line, etc.) and for tax, property 313 condition, environmental and other specialized advice. Buyer acknowledges that Broker does not reside in the Property 314 and that all representations (oral, written or otherwise) by Broker are based on Seller representations or public records. 315 Buyer agrees to rely solely on Seller,professional inspectors and governmental agencies for verification of the Property 316 condition and facts that materially affect Property value. Buyer and Seller respectively will pay all costs and expenses, 317 including reasonable attorneys' fees at all levels, incurred by Broker and Broker's officers, directors,agents and employees 318 in connection with or arising from Buyer's or Seller's misstatement or failure to perform contractual obligations. Buyer 319 and Seller hold harmless and release Broker and Broker's officers, directors, agents and employees from all liability for 320 loss or damage based on (1) Buyer's or Seller's misstatement or failure to perform contractual obligations; (2) Broker's 321 performance, at Buyer's and/or Seller's request, of any task beyond the scope of services regulated by Chapter 475, 322 F.S., as amended, including Broker's referral, recommendation or retention of any vendor; (3) products or services 323 provided by any vendor; and (4) expenses incurred by any vendor. Buyer and Seller each assume full responsibility for 324 selecting and compensating their respective vendors. This paragraph will not relieve Broker of statutory obligations. For 325 purposes of this paragraph, Broker will be treated as a party to this Contract.This paragraph will survive closing. 326 17. BROKERS: The licensee(s) and brokerage(s) named below are collectively referred to as"Broker." Instruction to Closing 327 Agent: Seller and Buyer direct closing agent to disburse at closing the full amount of the brokerage fees as specified in 328 separate brokerage agreements with the parties and cooperative agreements between the brokers, except to the extent 329 Broker has retained such fees from the escrowed funds. In the absence of such brokerage agreements, closing agent will 330 disburse brokerage fees as indicated below. This paragraph will not be used to modify any MLS or other offer of 331 compensation made by Seller or listing broker to cooperating brokers. 332' 333' Selling Sales Associate/License No. Selling Firm/Brokerage Fee:($or%of Purchase Price) 334' 335' Listing Sales Associate/License No. Listing Firm/Brokerage fee:($or%of Purchase Price) 336 ADDITIONAL TERMS 337' 18. ADDITIONAL TERMS: 338" 339' See addendum 340' 341' 342' 343* 344* 345* 346* 347* 348" 349' 350' 351' 352' 353* 354* 355' 356' 357* 358' Buyer( )( )and Seller( )( )acknowledge receipt of a copy of this page,which is Page 6 of 7 Pages. VAC-9 Rev.4/07 ©2007 Florida Association of REALTORS• All Rights Reserved ' S> �v�j This software is licensed to [Craig °rider - COLEMAN, YOVANOVICE a KOESTER, P.A.] www.transactiondesk.com. t�l rms ! 1J 359' 360' 361' 362' 363' 36,1' 365' 366' 367' 368' 369' 370' 371' 372' 373* 374' 375' 376 This is intended to be a legally binding contract.If not fully understood,seek the advice of an attorney prior to signing. 377 OFFER AND ACCEPTANCE 378. (Check if applicable:❑Buyer received a written real property disclosure statement from Seller before making this Offer.) 379 Buyer offers to purchase the Property on the above terms and conditions. Unless this Contract is signed by Seller and a 380' copy delivered to Buyer no later than ❑ a.m. LI p.m. on ._.___.._ , this offer will be 381 revoked and Buyer's deposit refunded subject to clearance of funds. 382 COUNTER OFFER/REJECTION 383" CI Seller counters Buyer's offer (to accept the count: offe uyer must sign or initial the counter offered terms and deliver a 384 copy of the acceptance to Seller. Unless otherwise st:te#time for accept of a counteroffers shall be 2 days from 385' the date the counter is delivered. O Seller rejects Bu - offer. AT`� : �T.: ass Date: Buyer. — 1211 'RY TA j<. KIM1IZEL.. CLERK 387' Print name: 4.r1n �1pY • __ r_. 4, � jj ! �e putt'Clerk 388' Date: CJ l� Buyer: _ 389' Phone: Print name: ticiaature-onN. 390' Fax: ---__---..._-. Address: 391* E-mail: 392• Date: Seller: 393" Print name: -1 394' Date: Seller: 395' Phone:_..,_ Print name: 396• Fax: Address: 397' E-mail: 398' Effective Date:Jtrgnt ?Di '(The date on which the last party signed or initialed and delivered the final offer or counteroffer.) 399' Buyer( )( )and Seller( )( )acknowledge receipt of a copy of this page, which is Page 7 of 7 Pages, The Florida Association of REALTORS and local Board/Association of REACTORS make no representation as to the legal validity or adequacy of any provision of this form in any specific transaction.This standardized form should not be used in complex transactions or with extensive riders or additions.This form is available for use by the entire real estate industry and is not intended to identify the user as a REALTOR.REeL,OA is a registered collective membership mark that may be used only by reel estate licensees who am members of the National Association of REALTORS and who subscribe to its Code of Ethics. The copyright laws of the Ur ited States(17 U.S.Code)forbid the unauthorized reproduction of blank forms by any means including facsf rsle or corrputerized forms. VAC-9 Rev.4/07 ©2007 Florida Association of REALTORS° All Rights Reserved This software is licensed to [Craig Grider - COLEMAN, YOVANOVICH & KOESTER, P.A.] www.transactiondeek.com. I st rd�s