Backup Documents 04/12/2022 Item #16C6160
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
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Office
Initials
Date
I. Count- Atiornev's O[lice
Counq Attorm
.5�GRT
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2. BCC Office ---i
Board olTount\
Commissioners►,yl�Il"51L�_
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�. klinutes and Records
Clerk ol'C'ourCs 0111ce
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I'RINIAIIN' ('ONTA(" I' INFOIINIAT1ON ,
\unn.dly the Pnnrtl% anuact I, file vcr.on %%h., oc,ued plcluied the I wwInc Sununan l'rintar\ ..•ntea utlomteltun I, needed tit the dent tine of the
d.f..•...•.•. Ant: III.I% iwed to ronta.•I ,I:dl Gu adduttinal or nu„mr ntfomtauon
Naha of Primar} Staff
Sonia Stephenson
Phone Number
2311-252-8073
Contact Department
_
:Agenda hate Item \vas
April 12.2II22 I/
Agenda Item \umber
16C6
Aiiproved b\ the IWC
-1 \pe of t)ocunlent
Vacant Land Contract and the Termination
Number of Original
2
Atlacllcd
and Release of Collier County Standard ✓
Doctinietib Attached
Form _---^
318-110506-76110
_
PO number or account
number if document is
Please ONLY record the
t(t be r"orded
Termination and Release of Collier
County Standard Form_
INSTRUCTIONS & CHECKLIST
-\
Initial the %-c, column or mark "\ A" in the Not Applicable column, Iiihichever is
l'e,
A I \ot
a i ro riate.
1 hnlial l
1 t tlialble )
I.
hoes the document require the chairman's original signature? k
— - - - SIR 0
[)lies the document need to he sent it) another agency for additional signatures? If'\es.
\ A
--
2.
N A
ro\ide the Contact Inlitrnialion I Nano: Agcnc\ : Address: Phone) on an attached sheet.
1)ri,_inal document has been ,igned initialed ttir legal suflicienc\. (,\II documents to he
?.
signed b} the Chainnan. a ith the e\ception of most letter,. must be rc\ ie\\ ed and signed
b\ the Ofice ol'the County Attorncil.
All hand\%riuen strike-thnlush and rev ision, have been initialed by the Cuunq Auunici,
\ •1
4.
()(lice and all other parties e\ccpt the BCC Chairman and the Clerk it) the Board
N A
5.
1 he C'hainnan's signature line dale has been entered as the dale of B('Capprov al of the
document or the Final neeofiated contract date \whichever is applicable.
6.
•'Sign lure" tubs are placed on the appropriate pages indicating \where the C'hairnian's
tiff
signature and initials are required
7.
In most cases (sonic contracts arc an c\ception ). the original document and this routing slip
\ A
should be provided to the Count} Attorne\ Office at the time the item is input into SIRE.
Some document% are time sensitive and require lor\Narding to "I altaha,see \w ithin a certain
tinic Matte or the ICUs actions are nullified. lie nvware of %our deadlines!
8.
The ducunient gas approved h% the BCC on April 12, 21122. and fill changes mnde
Ss
during the meeting have been incorporated in the attached document. The ('aunt}
Attornec's Office has revie%ed the changes, if applicable.
_
U.
Initials of attorne-, vertjing that the attached document is the version approved bw the
IWC. all changes directed by the BCC have been made, and the document is read\ fur the
T/
Chairman's signature.
I I.•nn. t .nut[) I .nm, lit ( I rml, I lrlenbtl Itoauuo.nl, Ro tlw Nhl, \\ It", "I ln.d `• 1,: I,1 I(rt i,.•d I '•, n� Iti\nc.l ' _' 1 114. RL%11111 11 •n I.'
l6C6
co ICT County
Administrative Services Division
Facilities Management
Real Property Management Section
3335 Tanniami Trail E., Suit.. 101
Naples, Ft. 34112
Please record the attached documents as follows:
Termination and Release of Collier County Standard Form
Charge the following:
Account: Fund 318, Cost Center 110606, Object Code 76110, Project 50239.1
Copy of receipt to: REAL PROPERTY MANAGEMENT, Attn.: Sonja Stephenson (via email)
Sonja.stephenson@colliercountyfl.gov
ORIGINAL DOCUMENT to be returned to MINUTES & RECORDS
Any questions call Sonja Stephenson @ 252-8073
Thank you.
Real Property Management Section - 3335 Tamiami Trail East, Suite 101 -Naples, Florida 34112-5356. 239-252.8991 -FAX 239.252-8876
1 6C6
INSTR 6245661 OR 6120 PG 3707
RECORDED 5/3/2022 1 06 PM PAGES 3
NTO:
Ttii81N3fRUMt:NTPREPARL+DBY CLERK OF THE CIRCUIT COURT AND COMPTROLLER
THIS INSTRUMENT
COLLIER COUNTY FLORIDA
REC $27.00
Francesca Passidomo, Esq,
Coleman, Yovanovich R Koester, P.A.
4001 Tamiemi Trail North, Suite 300
Naples, FL 34103
CMM 11cferenco; lrratrumatt No, 6070127 recorded June 2, 2021 In We Public Records of Collier County, Florida.
TERMMATION AND RELEASE OF COLLIER QQUNTY STANDARD FORM LONG -Tr RM
LEASE AND OP-ERATING NZ
COLLIER COUNTY MENTAL HEALTH FACILITY
This TERMINATION AND RELEASE OF COLLIER COUNTY STANDARD FORM LONG-
TERM LEASE AND OPERATING AGREEMENT (this "Toraduatias") is made and entered into as of
this leday of April, 2022, by and between David Lawrence Mental Health Center, Inc., a Florida
not -for -profit corporation (collectively referred to herein as_"Nvid Lawrence"), and Collier County, a
political subdivision of the State of Florida, through its Board of County Commissioners
("may")(David Lawrence and the County are collectively mfetred to herein as the "Parties")
On June 2, 2021, the Parties recorded that certain Collier County Standard Form Long -Term
Lease and Operating Agreement as Instrument No. 6070127, in Official Records Book 5957, Page 2110,
in the Public Records of Collier County, Florida (the "Lease"), pertaining to tho real property identified
more particularly therein (the "Provenly"). For V 0.00, and other good and valuable consideration, the
receipt and aufticiency of which is acknowledged, the Parties hereby terminate the Lease as a matter of
record, and releases and forever discharges the Property from such Lease. The Parties warrant that the
Lease was recorded in error and is not In effect.
This Termination may be executes in multiple counterparts, each of which shall have the force
and affect of any original. This Termination shall be recorded in the Public Records of Collier County,
Florida.
iSIGNATURES APPEAR ON FOLLO.WM PAOE$j
G
IN WITNESS WHEREOF, the Parties hereto have executed this Termination as of the day and
year first above written,
WITNESSES:
P i Name u 1,(A I �j
. .
int Name: GlQ
STATE OF FLORIDA
COUNTY OF COLLIER
DAVID LAWRENCE:
DAVID LAWRENCE MENTAL HEALTH
CENTER, INC.,
a Florida not or profit c&rrporation
ay. ",
Pri Name. f Rr r
Its: <f-'i.o
16C6
The foregoing ent was acknowle ed be a me by means of physical presence or [__]
online notarization thi a of April, 2022, by 55 as of David Lawrence
Mental Health Center, Inc., on behalf of the corporation. He is rso lly known to me.
(SEAL) Si nature of Notary Public
►►►►►iullll,� Print Name: � JA{ FS WO�
SwoRryyi,�My commission expires:
�� •.o�,�►VSSION�A • ��
(SIGNATURES CONTINUE ON FOLLOWING PAGES]
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per•. B� 6 y
Po
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i�� PEA• •No.afyge�•.•�p\\��
ATTEST:
CRYSTAL K. KINZEL, Clerk
By:
, Deputy Clair
A ravod a �e�1 City:
. Tesoh LL
Deputy County Attorney
C, Frr[t:ec h• nrr
BOARD OF COUNTY COMMISSIONBRS
COLLIER COUNTY, FLORIDA, on behalf of
Collier County' F1
Y:
B � C
Willi L, McDanto , r„ Chairman
1
16C6
FIRST AMENDMENT TO
VACANT LAND CONTRACT
THIS FIRST AMENDMENT TO VACANT LAND CONTRACT (this "Amendment") is
made and effective as of this _ day of April, 2022 ("Effective Date"), between David Lawrence Mental
Healtb 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").
WHEREAS, Buyer and Seller entered into that certain Vacant Land Contract dated June 22, 2021
("Co t •ac "), which incorporated an Addendum to Vacant Land Contract (the "Addendum")
contemporaneously entered into at the same time as the Contract, for the purchase and sale of the vacant
real property more particularly described therein ("Property"), subject to a "lease back" of the land and
Mental Health Facility to be constructed thereon, the form and substance of such Lease approved by the
parties pursuant to the Contract, but which Lease will not take effect until Closing; and
WHEREAS, prior to and as a condition to Closing, certain non -appealable "Approvals" as defined
in the Contract are to be obtained to allow for the development and construction of said Mental IIealth
Facility; and
WHEREAS, Buyer and Seller wish to modify the Contract to address the Approvals and Approval
Period, pursuant to the terms and conditions set forth herein, and to clarify that the Lease shall take effect
at Closing, notwithstanding the fact that the parties inadvertently executed same upon the Effective Date.
NOW THEREFORE, in consideration of Ten Dollars ($10,00), the exchange of mutual promises,
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Buyer and Seller hereby agree as follows:
l . Recitals, Definitions. The above recitals are true and correct and are hereby incorporated
in their entirety into this Amendment. Any capitalized term not expressly defined herein shall have the
meaning ascribed thereto in the Contract.
2, Approvals. Notwithstanding anything contained in the Agreement to the contrary, Seller
and Buyer agree that Section I of the Addendum to Contract is hereby replaced in its entirety to be modified
as follows (with MT-ike-though representing deletions and underline representing additions):
Provided Buyer has not otherwise terminated the Contract pursuant to Section 6.c.1 thereof,
following expiration of the Feasibility Study Period, Seller Buyer shall have twelve (12) twenty
four (24)months ("Approval Period") (i.e., June 24, 2023) to obtain Iron -appealable entitlement
and site development plan approvals necessary to permit use and development of the 1�Property as
a mental health facility and related parking serving such use (the "Approvals"), in form and
substance acceptable to Seller as future operator of the Mental Health Facility pursuant to the Lease
(defined below). If 894t ; Buyer does not obtain the Approvals within the Approval Period, Buyer
or Seller may, within fifteen (15) days after expiration of the Approval Period, (i) terminate this
transaction by delivering written notice to Seller the other par , 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) if not timely terminated in accordance with
the foreQoine, Buyer Wray extend the Approval Period by up to two (2) periods of sMY (60)ninety
(M days each to allow SAeF B_ Uer additional time to obtain the Approvals. Buyeragrees to use
rIRST AmeNDMUNT To
VACANT LAND CONTRACT
I
OVIA-0
t6C6
good faith and diligent efforts to obtain the Approvals and to involve Seller in the _process since
Seller has substantial experience in providing mental health services and operating a facilijy for
same.
3. Lease. The parties agree and acknowledge that the Lease is not to take effect until Closing
and conveyance of the Property from Seller to Buyer. But for the form and substance of the Lease set forth
in the Contract, which was approved by the parties, any executed version of the Lease existing on the date
hereof shall be deemed null and void. Further, a Memorandum of Release will be recorded on or about the
date hereof to release the Property from that certain Collier County Standard Form Long�Term Lease and
Operating Contract dated May 25, 2021 and recorded in the public records on June 2, 2021 as Instrument
No. 6070127. Contemporaneously with the Closing and conveyance of the Property, the parties will
execute and record the agreed upon form Lease reflecting the actual Effective Date, which, for the
avoidance of doubt, such form Lease is re -attached hereto as Exhibit "A."
4. Counterparts. This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which, when taken together, shall constitute one and the same
instrument. Scanned signatures shall be effective for purposes of this Amendment.
5. Conflicts. Except as specifically hereby amended, the Contract shall remain in full force
and effect. In the event of any conflict between the terms of the Contract and the terms of this Amendment,
the terms of this Contract shall govern.
jSignalures appear on the following page.,]
PIRST AMENDMENT TO
VACANT LAND CONTRACT
2
16C6
SELLER:
DAVID LAWRENCE MENTAL HEALTH CENTER, INC.,
a Florida not for profit corporation
/ ,+
By:
Print Name: — cries
Its: c
DLC's Witn se��
v �
First Witness
name
witness
FIRST AMENDMENT TO
VACANT LAND CONTRACT
3
a
160
BUYER:
ATTEST:
CRYSTAL K. KINZEL, Clerk
B ,
Dep Clerk
Attest as to Chairman's
signature onh,
pproved as to orm a d egality:
S . each
Deputy County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA, on behalf of
Collier County, Florida
L. McDaniel, Jr., Chairman
I' IRm, AMBNDMLNT TO
VACANT LAND CONTRACT
a
•A(
t6C6
Exhibit "A"
Form Long -Terra Lease and Operating Agreement
9
16C6
[TO BE EXECUTED AT CLOSINGI
COLLIER COUNTY STANDARD NORM
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 _ , 202 ("Effective Date"), by and
between David Lawrence Mental Health Center, Inc., a Florida 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, i f satisfied that such properly 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
WHF_,REAS, 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.
Page 1 of 14
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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.
Page 2 of 14
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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 301" 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 tern, 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 hollowing 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 amium, 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 clue 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 fi•om Lessee's use of the Premises, provided that the foregoing
will not entitle the County to indemnification the -sole -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, expanses 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
Page 3 of 14
16�6
improvements made by the Lessee are specifically prohibited from attaching to or becoming a lien
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 14
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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 lies 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.
Page 5 of 14
16 eb
b. Lessee shall provide and maintain Worker's Compensation Insurance
covering all employees meeting the then existing Statutoiy 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.
e. 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 Hued 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.
9.
Ii. 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
Page 6 of 14
16Cb
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.
i. 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 fi•om 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 difi'erent
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.
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.
Page 7 of W
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
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 ful I 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 (late, 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 (21/o)
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 attorneys 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.
H. 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.
Page 8 of 14
: b C•6
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.
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. 1 it the event state or federal laws are enacted after the execution of this Lease, which
are applicable to and preclude in whole or in pail the Parties' compliance with the terms of this
Lease, then in such evew 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,
Page 9 of 14
16C6
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
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
Page 10 of 14
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.
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
to U
IN WITNESS WHEREOF, the Lessee and Lessor have hereto executed this Lease the day
and year first above written.
AS TO THE LESSEE:
Witness (signature)
(print name)
Witness (signature)
(print name)
AS TO THE COUNTY:
ATTEST:
Crystal K. Kinzel, Clerk
, Deputy Clerk
Approved as to form and legality:
Jeffrey A. Klatzkow, County Attorney
David Lawrence Mental Health Center, Inc.
L912
(Print Name and Title)
BOARD OF COUNTY COMMISSIONERS,
COLLIER COUNTY, FLORIDA
By:
Page 12 of 14
, Chairman
EXHIBIT A
[Insert Legal Description]
Page 13 of 14
160
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
Pye ap, red by end reh:rn to:
G. Helen Athan, Esq.
Attorney at Law
Coleman, Yovanovich & Koester, Y.A.
4001 Tamlami Trail North Suite 300
Naples, FL 34103
239435-3535
[SpawAbove: lhisLino For
AocordingData] --� ..._-
``uit Claim Deed
This Quit Claim Deed made thki .. day of P 2021 between The David Lawrence Foundation
for Mental health, Inc., a Florida note- -profit corporation, whos st office address is 1110 Pine lodge Road, Suite 200,
Naples, FL 34108, grantor, and David awr ;tal Health Center, Inc., a Florida not fo>~profit corporation, whose
post office address is 6075 Bathey Lane, N' es, F �41 16, grantee:
(whwe:verusedheminthetorts "gantoeand"grmia"ingla�R.
the�aAiatothisinstiummtanditWit,legalrepsesentadves,endsuipaefihdivlduals,
and the sumessnra and m1ps of coMM00ns, tru.`•.
Witnesseth, that said grantor, for and in considerllttgn 4tstirn TEN AND N01100 DOLLARS ($10.00) and other good
and valuable consideration to said grantor in hand pa i by as tee, the receipt whereof is hereby acknowledged, does
hereby remise, release, and quitclaim to the avid grantee,, ee's hoirs and assigns forever, ail the right, title, interest,
claim and demand which grantor has in and to the following . nd, situate, lying and being hi Collier County, Florida
to -wit;
�`
Tract 66, Unit 30, Golden Gate Estates, according to thg, . at,kereof as recorded in Pint Book 7, Page
58, of the Public Records of Collier County, Florida.
Parcel identification Number: 38165640D05 ' 1
To Nave and to 1101d, the same together with, all and singular die app i�n(ce thereto belonging or in anywise
right, title interest, lien, equity and cluim whats tors, either in law or equity, for
appertaining, and all the estate, ght, t,
the use, benefit slid profit of the said grantee forever. ,
in Witness Whereof, grantor has hereunto set grantor's hand and seal the day and yerfifst�► ye written.
Signed, sealed and delivered in our presence: Thq Da v d Lawrence FoundAIA for Mental
Healtht, f ., a ot•for-profit corporation
1
-- (Seal)
Witnes ame: � - William O' till, as President
Witness Noine: �j4n��
*** OR 5885 PG 57 ***
Stole of Florida
County of Collier
fore me by means of (X) physical presence or online notarization, this
Theregdoain gins moat was acknowledged �lliam O'Neill, as Presides of The David Lawre ce >Fotmdation for Mental
YMnbt-,- is personally known or [ ]has produced
Health, Inc., a Tlrefit corporation, on behalf of the co ration who [X] ' pe Ya driver's license on.
.. oe tird�l+Ast+aN ---- .
Ah"",
otary Public
[Notary Sea]] . AIf ON0HHO0160
mtu SePle+rbsr 19, 2WA
r m„d.a nn,Hoiinr p3dfcUM�tMws Printed Name:
MY Commission Expires;
IX: �
�6C6
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
r
(c•A1)