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Agenda 05/09/2023 Item #16F 2 (2nd Amendment to Vacant Land Contract between Collier County and David Lawrence Mental Health Center, Inc.)SEE REVERSE SIDE Proposed Agenda Changes Board of County Commissioners Meeting May 9, 2023 Move Item 16A18 to 11C: Recommendation to approve an Economic Development Agreement with PFPI OZ, LLC, (Pikus) for the proposed project “CENTRO” for reimbursement of up to $788,878.56 in actual expenditures for sanitary sewer, drainage, impact fees, and building permits for constructing a mixed‐use development headquarters in the Golden Gate City Economic Development Zone (GGEDZ) finding that this applicant is a target business qualifying for the incentives set forth in the GGEDZ Ordinance. (Commissioner Saunders’ Requests) Move Item 16A13 to 11D to be heard no sooner than 1:00 PM: Recommendation to approve the payment of $1,650 to the River Oaks Homeowners’ Association (“HOA”) for five years of unpaid assessments for Lot 44, Block A of Palm River Estates, Unit No. 7, according to the Plat thereof recorded in Plat Book 12, pages 28 through 30, Public Records of Collier County, Florida (Commissioner McDaniel’s Requests) Move Item 16F2 to 11E: Recommendation to approve a Second Amendment to Vacant Land Contract between Collier County and David Lawrence Mental Health Center, Inc., that extends the approval period one year ‐ due to an unexpected delay in finalizing the rezoning of the underlying property ‐ the time to obtain the necessary site development plans. (Commissioner McDaniel’s Requests) Notes: TIME CERTAIN ITEMS: Item 11A to be heard immediately following 5A: Recommendation to approve the County Manager’s implementation of one additional personal leave day for all County employees. Item 13A to be heard at 11:00 AM: Presentation of the Annual Comprehensive Financial Report for the fiscal year ended September 30, 2022. Item 11B to be heard no sooner than 1:00 PM: Recommendation to accept the after-action report for the 2023 Florida legislative session and provide guidance as preliminary planning begins for the next legislative cycle. Item 11D formerly 16A13 to be heard no sooner than 1:00 PM: Recommendation to approve the payment of $1,650 to the River Oaks Homeowners’ Association. 5/10/2023 8:34 AM 16. F.2 05/09/2023 EXECUTIVE SUMMARY Recommendation to approve a Second Amendment to Vacant Land Contract between Collier County and David Lawrence Mental Health Center, Inc., that extends the approval period one year - due to an unexpected delay in finalizing the rezoning of the underlying property - the time to obtain the necessary site development plans. OBJECTIVE: To approve a Second Amendment to Vacant Land Contract between Collier County and David Lawrence Mental Health Center, Inc., to extend the approval period needed to obtain the necessary site development plans by one year - from June 24, 2023, to June 24, 2024. CONSIDERATIONS: On April 23, 2022 (Agenda Item 16.C.6), the Board approved revisions to the First Amendment to Vacant Land Contract between Collier County and David Lawrence Mental Health Center, Inc., ("DLC") to state that the Buyer - Collier County - and not the Seller -DLC - shall obtain non -appealable entitlement and site development plan approval necessary to permit use and development of the Property. On April 23, 2022 (Agenda Item 16.C.6), the Board also approved a time extension to obtain the non -appealable entitlement and site development plan approval necessary to permit the use and development of the property - setting the revised deadline to June 24, 2023. Due to an unexpected delay in finalizing the rezoning of the underlying property, the June 24, 2023, deadline needs to be extended again, so that there will be enough time to obtain a site development plan. The attached proposed Second Amendment to Vacant Land Contract states that Section I of the Addendum to Vacant Land Contract, as amended by Section 2 of the First Amendment, is further amended to extend the Approval Period by one year - from June 24, 2023, to June 24, 2024. FISCAL IMPACT: $25,000,000 is available in the Infrastructure Sales Surtax Capital Fund (318) for the design and construction of the mental health facility. DLC will pay the County the sum of $1 annually for use of the facility during the initial lease term. The value of the five -acre parcel being donated was appraised at $340,000 in 2019, and $430,000 in 2018, according to documents supplied by DLC. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with adoption of the strategic plan. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality and requires majority vote for approval. -JAK RECOMMENDATION: To approve the attached Second Amendment to Vacant Land Contract, between Collier County and David Lawrence Mental Health Center, Inc., extending the approval period one year - due to an unexpected delay in finalizing the rezoning of the property - the time to obtain the necessary site development plans. Prepared by: Claudia Roncoroni, Project Manager, Facilities Management Division ATTACHMENT(S) 1. 03 Second Amendment SB signed (PDF) 2. First Amend Vacant Land Contract (PDF) 3. Vacant Land Contract (PDF) Packet Pg. 909 16. F.2 05/09/2023 COLLIER COUNTY Board of County Commissioners Item Number: 16.17.2 Doc ID: 25381 Item Summary: Recommendation to approve a Second Amendment to Vacant Land Contract between Collier County and David Lawrence Mental Health Center, Inc., that extends the approval period one year - due to an unexpected delay in finalizing the rezoning of the underlying property - the time to obtain the necessary site development plans. Meeting Date: 05/09/2023 Prepared by: Title: — Facilities Management Name: Claudia Roncorom 04/27/2023 11:33 AM Submitted by: Title: — Facilities Management Name: John McCormick 04/27/2023 11:33 AM Approved By: Review: Facilities Management John McCormick Director - Facilities Facilities Management Ayoub AI-bahou Additional Reviewer Facilities Management Jennifer Belpedio Manager - Real Property Public Utilities Department Drew Cody Level 1 Division Reviewer Public Utilities Department George Yilmaz Level 2 Division Administrator Review County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Corporate Compliance and Continuous Improvement Megan Gaillard Community & Human Services Maggie Lopez Additional Reviewer County Manager's Office Amy Patterson Level 4 County Manager Review Board of County Commissioners Geoffrey Willig Meeting Pending Completed 04/28/2023 7:55 AM Completed 04/28/2023 8:15 AM Completed 05/01/2023 9:24 AM Completed 05/01/2023 1:39 PM Skipped 05/01/2023 1:51 PM Completed 05/01/2023 2:41 PM Completed 05/02/2023 8:37 AM Additional Reviewer Skipped 05/02/2023 9:44 AM Completed 05/03/2023 11:06 AM Completed 05/03/2023 11:13 AM 05/09/2023 9:00 AM Packet Pg. 910 16.F.2.a SECOND AMENDMENT TO VACANT LAND CONTRACT THIS SECOND AMENDMENT TO VACANT LAND CONTRACT ("Amendment") is made and entered into this 9 h day of May 2023, by and between David Lawrence Mental Health Center, Inc., a Florida not -for -profit corporation ("Seller" or "DLC") and Collier County, a political subdivision of the State of Florida, through its Board of County Commissioners ("Buyer"). RECITALS: WHEREAS, the parties entered into certain Vacant Land Contract dated June 22, 2021 ("Agreement"), which Agreement was amended on April 12, 2022; and WHEREAS, due to an unexpected delay in finalizing a rezoning of the underlying property the parties wish to extend the time to obtain the necessary site development plans. 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 agree as follows: 1. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below. r 2. Section 1 of the Addendum to Vacant Land Contract, as amended by Section 2 M LO of the First Amendment, is hereby further amended to extend the Approval Period by one year N from June 24, 2023 to June 24, 2024. -a 3. Except as modified by this Second Amendment, the Agreement as previously amended shall remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement as first amended, the terms of this Second Amendment shall prevail. Remainder of Page Intentionally Left Blank Signature Page to Follow Pagel of 2 Packet Pg. 911 1 6.F.2.a IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by their appropriate officials, as of the date first above written. ATTEST: Crystal K. Kinzel, Clerk , Deputy Clerk Approved as to form and legality: Jeffrey A. Klatzkow, County Attorney David Lawrence Mental Health Center, Inc., A Florida not -for- ofit corporation B Y: Print Name: ex Title: DL 's itnesses: c . irst ess Name and Title: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Rick LoCastro, Chairman Div . �� Xt econd Wit ss Name and Titlr' q �2,, t H �- J\N ye — Page 2 of 2 oo M LO N Packet Pg. 912 16.F.2.b FIRST AMENDMENT TO VACANT LAND CONTRACT THIS FIRST AMENDMENT TO VACANT LAND CONTRACT (this "Amendment") is c made and effective as of this _ day of April, 2022 ("Effective Date"), between David Lawrence Mental Health Center, Inc,, a Florida not -for -profit corporation ("SeIIer") and Collier County, a political subdivision of the State of Florida, through its Board of County Commissioners (`Buyer"}. WHEREAS, Buyer and Seiler entered into that certain Vacant Land Contract dated June 22, 2021 ("Contract"), which incorporated an Addendum to Vacant Land Contract (the "Addendum") m contemporaneously entered into at the same time as the Contract, for the purchase and sale of the vacant E real property more particularly described therein ("Prover "), subject to a "lease back" of the land and Mental Health Facility to be conshucted thereon, the form and substance of such Lease approved by the F parties pursuant to the Contract, but which Lease will not take effect until Closing; and Q c WHEREAS, prior to and as a condition to Closing, certain non -appealable "Approvals" as defined 0 in the Contract are to be obtained to allow for the development and construction of said Mental Health co Facility; and L m w WHEREAS, Buyer and Seller wish to modify the Contract to address the Approvals and Approval v Period, pursuant to the terms and conditions set forth herein, and to clarify that the Lease shall take effect m at Closing, notwithstanding the fact that the parties inadvertently executed same upon the Effective Date. c m L NOW THEREFORE, in consideration of Ten Dollars ($10.00), the exchange of mutual promises, M and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, .a Buyer and Seller hereby agree as follows: 0 1. 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 M meaning ascribed thereto in the Contract. v 2. Approvals. Notwithstanding anything contained in the Agreement to the contrary, Seller L and Buyer agree that Section 1 of the Addendum to Contract is hereby replaced in its entirety to be modified as follows (with str-ike though representing deletions and underline representing additions): v Provided Buyer has not otherwise terminated the Contract pursuant to Section 6.c.1 thereof, following expiration of the Feasibility Study Period, Salle i Buyer shall have twelve (12) twee four (24) months ("Approval Period") (i.e., June 24. 2023) to obtain non -appealable entitlement and -site development plan approvals necessary to permit use and development of the pProperty 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 Seller 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 party, 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 foregoing, Buyer may extend the Approval Period by up to two (2) periods of sip ) nine Bu days each to allow Sell ree yer additional time to obtain the Approvals. Buyer a g s to use FIRST AMENDMENT TO VACANT LAND CONTRACT 1 Packet Pg. 913 16.F.2.b good faith and dili cent efforts to obtain the Approvals,. and to involve_ Seller in the process since Seller has substantial experience in providing mental health services and rating_a facility 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. [Signatures appear on the following page.] FIRST AMENDMENT TO VACANT LAND CONTRACT 2 co M LO N Packet Pg. 914 16.F.2.b SELLER: DAVID LAWRENCE MENTAL HEALTH CENTER, INC., a Florida not for profit corporation By: Print Name: r ps Its: ^LE."'; DLC's Wit! se�� c� f1 First WifneSs TType/print witness nameT FKST AMENDMENT TO VACANT LAND CONTRACT 3 T- oo M LO N Q Packet Pg. 915 16.F.2.b BUYER: ATTEST: CRYSTAL K. KINZEL, Clerk , Deputy Clerk Approved as to form and legality: Scott R. Teach Deputy County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, on behalf of Collier County, Florida La William L. McDaniel, Jr., Chairman FIRST AMENDMENT TO VACANT LAND CONTRACT 4 co M LO F4 Packet Pg. 916 16.F.2.b Exhibit "Al' Form Long -Term Lease and Operating Agreement co M LO N ,CAQ Packet Pg. 917 16.F.2.b 1TO BE EXECUTED AT CLOSING] 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 , 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, hereinattea referred to as "Lessee or David Lawrence," and Collier County, a political subdivision of the Slate of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112, heri ij after referred to as "Lessor or County," collectively stated as the "Parties." RECITALS: WHEREAS, Florida Statutes Section 125.38 provides that i1 a corporation or other organization not for profit which may be o aijizod for the pwposes of promoting community interest and welfare, should desire any rerid or pers nal property that may be owned by any county of this state or by its board of county commissioners,, I'Or public or comuijunity interest and welfare, then such corporation or organization -n-i# apply to the board of county commissioners for a conveyance or lease of such property, and tit :iuch board, i f 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 co WHEREAS, County is the owner of *at certain real property located in the Collier County, M LO 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 rr)Mtal health facility witli beb, vioral and mental health services furnished to the public o and availably; regardless of income to all people of Collier County (the "Mental Health Facility"); v and J w 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 a and the Mental Health Facility from the County, and to operate the Collier County Mental Health N Facility once construction is completed pursuant to the terms of this Lease and Operating U_ 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 Packet Pg. 918 16.F.2.b 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 Lest;or conveys to the Lessee the present possessory interest in the Leased Premises described below. 2. Description of Leased Premises. The Leased Premises which is i lie. subject of this Lease is a parcel to be improved with a building and pnrkiiig on real property legal1%, described as Tract 66, Golden Gate Estates, Unit No. 30, being a 5-acre twrccl. more or loss, as recorded in Plat Book 7, Page 58, Public Records of Collier County, Florid:. with a leo-tjl descriptiou 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 wrnTants and repro se tits 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, restrict ons, encumbrances and limitations now > recorded: against the Premises; b. Any and all existing or future zoning laws or ordinances; co c. Any questions of title and survey that may arise in the future; and N d. Lessee'§ 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`bund 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-,khii ty, (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 Packet Pg. 919 16.F.2.b 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 301t' 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 l�rtrchase the Mental Health Facility (free of monetary liens and encumbrances) for the greater o.4 (i) the fair market value of the building, established by appraisal by a mutually acceptable appraitier at Lessee's expense, or (ii) the tax dollar expenditures by the County for construction of the building., opon 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 ii)llnwing receipt of such written -notice, following which the option rights shall automatically expire. if E ssee fail.; 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 farther obligations, rights orclaimswhatsoever to the Facility or the 5 acre parcel. If Lessee does tot make such i�-lection and holds over after the expiration of the lease term, such tenancy shall be i rom month to inonth under all of the terms, covenants and conditions of this Lem - subject, hovvr.ver, to Lessor's t lot seek legal relief to eject Lessee from the Premises as a holdover. Notl►ing herein shall preclude the Parties from renewing this Lease in accordance with paraur ph.. 21 hoof 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 Lead, This is a fully net lease, with Lessee responsible for all costs, fees and M 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, feels; taxes, trash removal services, assessments, utility charges, and obligations of any kind that relatL to the Premises. Lessee will indemnify and hold Lessor harmless from any and all v claims, costs and obligations arising from Lessee's use of the Premises, provided that the foregoing will not entitle the County to indemnification die -sale -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 parry'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 a counsel of its choosing. ;n 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 Packet Pg. 920 16.F.2.b 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, coolitt�; 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 )iegligei if, 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 wt iting. If corrective: action is not begun within thirty (30) days of the receipt of such notice aril prosectrtr:d dilil, ently until corrective action is completed, the non -defaulting party may cause the same to be coat ec,ted 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 Aial I been! i tied to quiet enjoyment so long as Lessee has not defaulted on any of the terms of this Lemi . Act uik1MV.1V, T,cssec shall have the exclusive right to use the Premises during the term of this Lease. During the terns of this Lease, Lessee may erect appropriate signage on the Leased Prc° m i ces and the. improvements constructed by Lessor thereon. Any such signage shall be in compliance ti,vith all appi ieablQ codes and ordinances. 12. Casualty and Condemnation a. Casualty. ff the Premises are destroyed, rendered substantially uninhabitable, or damaged to any material emc,ni, as reasonably determined by Lessee and Lessor, by fire or other casualty, and Lessor must use Oic: insitrince proceeds, hereinafter referred to as "Proceeds," to rebuild or restore the Netnises to substantially its condition prior to such casualty event unless the Lessor provW6 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 oleds riot 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 oo M LO N Packet Pg. 921 16.F.2.b 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 CU 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 0 inspect the Premises, verify compliance with the terms of this Lease, 4ir make any required repairs not being timely completed by Lessee. Notwithstanding the foregoing, for the safety and E 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 o'ceordingly, and shall be required to sign non -disclosure agreements and be escorted by a meml:16r of DLC staff while on a Premises. 0 o 14. Termination and Surrender. Unless other%vise mutually agreed by the Parties, in within thirty (30) days after termination of the lease term, provided Lessee has not elected to buy � the building as provided herein, Lessee shah ic.d ;liver possession of the Premises to Lessor in good c condition and repair, reasonable wear and tear eWpled. Lessee shall have the right at any time i during Lessee's occupancy of the Prel is(*-s_to remove: any of its personal property, equipment, and c signs provided, however, at the terinination'of this Lease, Lessor shall have the option of either P requiring Lessee to demolish and remove all HArrOvew-41(s nvidc by Lessee to the Premises upon M Lessee's vacation thereof, or to require Lessee to" retain said improvements with fixtures on the -J Premises which improvements and fixtures will become the property of the Lessor upon Lessee's vacation of the Premises. 15. Assignment. This Lease is pgsdnal to Lessee. Accordingly, Lessee may not assign CO this Lease or sublet any portion of the building constructed on the Premises by Lessee without the express pricir written cons6t 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 con idered void from its inception and shall be grounds for the immediate termination of this c00 Lease. Notwithstandin 'pything in this Lease to the contrary, if Lessee is not in default, so long as the assigni�e is a duly organized not -for -profit corporation with financial resources comparable to Lessee, J 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 Packet Pg. 922 16.F.2.b 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 e\tended 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, equipmc:ut. sittings, installations, betterments, improvements, fixtures (including removable trade fixtures), p(A-sonal property and supplies, in an amount not less than the then -existing full replacement value. d. Business Automobile Liability Insu►rice, and Business flout Liability Insurance, for automobiles and boats used by Lessee in the course of its p� rformance under this Lease, including Employer's Non -Ownership and Hired A Ito Coverage; each said policy in amounts of One Million and 00/100 Dollars ($1,000;000.00) combined single lidnit 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 tl►e accidental discharge and cleanup of pollutants shall be maintained by i3ie 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 o clean up coverage. f. Commercial General Lability insurance shall be maintained in an amount co of not less than three million dollars ($3,000,000) in the aggregate. Lessor reserves the right to increase these insurance jmits by providing Lessee with at least sixty (60) days' advance notice to initiate such policy limit increase. c 0 9. t% ti. 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 Gene, 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 an.d=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 Packet Pg. 923 16.F.2.b 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 loch event being cured or remedied will constitute a "Default by Lessee" to the greatest cxtt it then allowed by law: i. Abandonment of Premises. ii. Lessee's knowing misrepresentation of a material matter- related ,to this iii. iv. V. vi. X. Lease. Filing of insolvency, reorganization, plan or ;an a rtgement of bmikruptcy. Adjudication as bankrupt. Making of a general atisippiiient of the benefit of creditors. If Lessee suffers this Lease to tie taken under any writ of execution and/or other process of law or equity. Lessee's loss of its federal IR.S tax exempt status. Lessee's failure to utikizt± the 1's-R��aai�: , as set forth in Exhibit B. Any lien is filed by Lessee against the Premises or Lessee's interest therein or any part dieredf 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 Ruth lien and such lien is appropriately bonded. l ailtire of Lessee to perform or comply with any material covenant or cotadilion made under this Lease, which failure is not cured within ninety (90),4ay�`from receipt of Lessor's written notice stating the non-compliance shall consl.imle 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 a1ch default), However, with respect to a default under ii, iii, iv, v, and vi, Save, 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. Page 7 of 14 oo M LO Packet Pg. 924 16.F.2.b 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 fit l installment of rent or any other sum payable to Lessor under this Lease, rind if said sum remains unpaid for more than five (5) days past the due elate, Elie Lessee shall pay Lessor a late payment charge equal to five percent �5 /'A)) of each such payment not paid promptly and In Rill when due. Any ao)oants not paid promptly when due shall also ague 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 a Lessee or apply for injunctive relief as may appear necessary or desirable 3 to enforce the perfonnance and cbservai t r. ct any obligation, agreement or -J covenant of Lessee under this Lease, or otherwise. Lessor shall be entitled a to reasonable attorneys fees and costs incurred arising out of Lessee's o default under this Lease. CO M LO c. Default by Lessor. Lessor shall in no event be charged with default in the perforn ance of ktny` of its obligations hexeunder 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 sxjc h default) after written notice to Lessor by Lessee properly and in o ovaningful detail specifying wherein, in Lessee's judgment or opinion, Lessor has failed v to,perform any such obligation(s). C c d. Remedies of Lessee.. Lessee's remedies for Lessor's default under this Lease shall be limited to the following: i. hor 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. Page 8 of 14 Packet Pg. 925 16.F.2.b 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. £ Non -Waiver. Every provision hereof imposing an obligacic>n 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 hi -each of any provision ut' dais Lease will be deemed for any purpose to be a waiver of arty breach of any otiler 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 Operatinb Agreement shall be construed by and controlled under 3 the laws of the State of Florida. In the event of a a Sp►,ts oitder this Lease, the Parties shall first J use the County's then -current Alternative .1)iwpute Resolution Procedure. Following the .a conclusion of this procedure, eithei part 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 o jurisdiction. co M 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 einpli vee, officer or agent of any party, which is not contained in this Lease %}call be binding or valid. 'Tires is of.the essence in the doing, performance and observation v of each aitd every te^rtii,.eovenant and condition of this Lease by the Parties. 20. I n t he 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 cveiit-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 Packet Pg. 926 1 li. F.2.b 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 'ki iatal Health Ce r, In 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 dectned to have been given oii the next successive business day to the date of o the courier waybill if set it. by nationally wcogruzed ovcrrt.ighi delivery service. oo M 22. Lessee 5s an independent contractor, and is not any agent or representative or LO employee of I,6�§or. Dtirir g the term of this Lease, neither Lessee, nor anyone acting on behalf of Lessee, shall hold' tself Oil( as an employee, servant, representative or agent of Lessor. Neither L party will have the right or auIhority to bind the other party without express written authorization o of such other party to any obligation 10imy third party. No third party is intended by the Parties U to be a beiiericiary of tl> s 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 -J 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 v,lfare or retirement benefits normally associated with an employee- > employer relationship aad that Lessor excludes Lessee and its employees from participation in all health and welfare benefit plans including vacation, sick leave, severance, life, accident, health E and disability insurance, deferred compensation, retirement and grievance rights or privileges. N 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 Packet Pg. 927 16.F.2.b 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 aboist the Leased Premises. 25. In compliance with Section 404.056, Florida Statutes, Al 11,4rties 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 , isks to p orsons who are exposed to it over time. Levels of radon that exceed fedcR.i1 and state guiLlolines ks� k, been found in buildings in Florida. Additional information regarding rad()i 1 awi radon testing may he obtained from your County Public Health Department. 26. Lessee shall execute this Leasr }not to it being submitted for approval by the Board of County Commissioners. This Lease niay be retmided by the Cowity in the Official Records of Collier County, Florida, within fourteen (14) day:, after the County .niters into this Lease, at Lessee's sole cost and expense. REMAINDFP OF PAGE IN l i NTTIONALLY LEFT BLANK SICINATURl; PA F AND p XIIIBITS TO FOLLOW Page 11 of 14 00 M Ln N Packet Pg. 928 16.F.2.b IN WITNESS WHEREOF, 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. 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 (Print Name and Page 12 of 14 DA , Chairman co M LO Packet Pg. 929 16.F.2.b EXHIBIT A [Insert Legal Description] r Page 13 of 14 CO M ul N Packet Pg. 930 16.F.2.b 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 $19.50 CONS $10.00 Prepared by and return to: G. Helen Athan, Esq. Attorney at Law Coleman, Yovasovich & Koester, P.A. 4001 Tamiami Trail North Suite 300 Naples, FL 34103 239435-3535 _(Spam Above This Line For Recording Doal _ Quit Claim Deed This Quit Claim Deed made ttiir day of V 2021 between The David Lawrence Foundation for Mental Health, Inc., a Florida note' "(ro—rit cotporallon, who. si office address is 11 l0 Pine Ridge Road, State 200, Naples, FL 34108, grantor, and David wre ental Health Center, Inc., a Florida not -for -profit corporation, whose post office address is 6075 Bathey Lane, N, es, F1 4116, grantee: (Whenever used herein the teams "grantor" and "grantor" inctu eft th artier to this instrument end tho heirs, legal repmAtntatives, and assigns of individuals, and the successors and assigns of Corporations, trtuts end Witnesseth, that said grantor, for and in comrade on , •'e�sum TEN AND NO1100 DOLLARS ($10.00) and other good and valuable consideration to said grantor in hand pdi_ � by: , s d tee, the receipt whereof is hereby acknowledged, does hereby remise, release, and quitclaim to the said granteei-- ee's heirs and assigns forever, all the right, title, interest, claim and demand which grantor has in and to the following - , -Land, situate, lying and being in Collier County, Florida to -wit: Tract 66, Unit 30, Golden Gate Estates, according to the. t,thereof as recorded In Plat Book 7, Page 58, of the Public Records of Collier County, Florida. Parcel Identification Number: 3816MA0005 To Have and to .Hold, the same together with all and singular the app thereto belonging or in anywise title intere lien equity and claim whats� .. tors, either in law or equity, for appertaining, and all the estate, nght, st, q ty the use, benefit and profit of ilte said grantee forever. In Witness Whereof, grantor has hereunto set grantor's hand and seal the day and yc fu t ve written. Signed, sealed and delivered in our presence: Thg"Daw d Lawrence Pounds n for Mental Hea1t a ot-for-profit corporation �` rr �c31 {Seal) William 4' eill, as President 111 00 M LO Packet Pg. 931 16.F.2.b *** OR 5885 PG 57 *** State of Florida County of Collier The foregoing ins ment was acknowledged before me by means of (X) physical presence or U online notarizadon, this _14!�- day of 2021 by William O'Neill, as President of The David Lawrence Foundation for Mental Health, Inc., a Florida nbt:�or rofit corporation, on behalf of the corporation, who [X] is personally known or [ ] has produced a driver's license as:l is 4 on. lam. (Notary Seal] :AtY itAi0Dt843 Notary Public--------- � lei: r 19, 2o�t BoidM7t0N0WYl UedW"W5 Printed Name: _ My Commission Expires: C 1 IIJ Co M if) Packet Pg. 932 16.F.2.b EXHIBIT B Construction of the Collier County Mental Health Facility (a) Improvements. The County will improve the Premises by constructing thereon the v 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 -J 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 o 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 I fie Mental Health Facility. E Accordingly, the County shall prepare and submit site plans, constructil(M plans, specifications, drawings and related documents (the "Plans and Specifications") to Lessee l)r Lessee's review and comments. The parties agree to schedule and hold regular progress meat ngs to discuss the a Plans and Specifications, however, the Lessee's role is purely advisory and all hoal decisions c regarding the Plans and Specifications are at the Cowit)'s soic cliscretion. (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 w which may be reasonably necessary for or which will facilitate the development, operation and use Q of the Collier County Mental Health Facility. U (d) Construction Schedule. Lesser ,lull use commercially reasonable efforts to commence L construction of the Mental Health Facility, iii accordance %Nvith the Plans and Specifications as M herein provided, on or before the eighteen (18) worith anniveisary of the Effective Date, and shall -J thereafter diligently pursue, to completion the constriction of the Mental Health Facility. If Lessor fails to timely commend construction in accordance €3'i th the Plans and Specifications as provided o herein, then, subject to reasonable extensic�ci due to Acts of God or events outside the reasonable CO control of the County, Lessee may, after providing tbhV (30) days' written notice to Lessor with M an opportunity to cure, sled to repurchase the 1-and 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 a Lessor responsible for all c9sts of satisfying outstanding indebtedness, if any, and this Lease shall termindte and be of no further force and eMct. 0 0 t% Page 14 of 14 Packet Pg. 933 1 6.F.2.b a Packet Pg. 934 1 6.F.2.c F � 0,52-14 PARTIE ND DE g q S�RIPTION OF PRQPE�TY - 2* 1. SALE AND PURCHASE: David Lawrence Mental Health Center, Inc., a Florida not -for -profit corporation ("Seller") 3* and Collier County, apolitical 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* ,qd&9&s; Folio:38165640005 6* Legal Description: 7• Tract 66, Unit 30, o en Gate Estates, according to the Flat Mereofas recorited in Plat Bookv,age 58, of Tie PuBlic ecords of e* Collier County, Florida 9. 10' 11* 12* including all improvements and the following additional property: 13' 14* 15 PRICE AND FINANCING 16* 2. PURCHASE PRICE: $cost of recording the Dee+ayable by Buyer in U.S. funds as follows: 17' (a) $ 10,00 Deposit received (checks are subject to clearance) on NSA by 18* N/A for delivery to Coleman, Yovanovic & Koester, �*scrow Agent") 19 signature Name of Company 20' (Address of Escrow Agent) 4001 Tamiami Trail North, Suite 300 21• (Phone # of Escrow Agent)239-435-35357 22* (b) $ Additional deposit to be delivered to Escrow Agent by ai 23* or days from Effective Date (10 days if left blank), V 24* (c) Total financing (see Paragraph 3 below) (express as a dollar amount or percentage) 0 r_ 25* (d) $ Other: 3 26* (e) $ 8.50 Balance to close (not including Buyer's closing costs, prepaid items and prorations). All funds M _J 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 1a 0 29* used to determine the purchase price is ❑ lot ❑ acre ❑ square foot ❑ other (specify: ) 00 30' prorating areas of less than a full unit. The purchase price will be $ per unit based on a calculation of M 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: 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 35* "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) 33 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 50* Buyer and Seller (—J �) acknowledge receipt of a copy of this page, which is Page 1 of 7 Pages. VAC-9 L se W,� Rev. 4/07 © 2007 Florida Association of REALTORS' All Rights Reserved / This software is licensed to [Craig Grider - COLEMAN, YOVANOVICH & KOESTER, P.A.] www.transacticndeek.com_ tms Packet Pg. 935 1 6.F.2.c 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 60• (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 69 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 o 74 by mail or electronic means. If title insurance insures Buyer for title defects arising between the title binder effective date and ar 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 0) 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: m 79 Taxes on the deed V 80 Recording fees for documents needed to cure title 81 Title evidence (if applicable under Paragraph 8) L 82• Other: 3 83 (b) Buyer Costs: f° J 84 Taxes and recording fees on notes and mortgages -0 85 Recording fees on the deed and financing statements 86 Loan expenses o 67 Lender's title policy at the simultaneous issue rate 88 Inspections oo M 89 Survey and sketch LO N 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 c 94' will pay for the owner's title policy, search, examination and related charges or IN Buyer will select the title agent and pay for V 95" the owner's title policy, search, examination and related charges or ❑ Buyer will select the title agent and Seller will pay for c 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 M 99 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, 101 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 105 PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE Q 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. 106 (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 O 2007 Florida Association of REALToFte All Rights Reserved /UStan f This software is licensed to [Craig Orider - COLEMAN, YOVANOVICH & KOESTER, P.A.] www.transactiondank.com. iMs Packet Pg. 936 1 6.F.2.c 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 115 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 118 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. 125 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 parry 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 Q` 135 6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions -0 136 resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will maintain the landscaping and o 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. co 139 (a) Flood Zone: Buyer is advised to verify by survey, with the lender and with appropriate government agencies which 140 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. m 142 (b) Government Regulation: Buyer is advised that changes in government regulations and levels of service which V 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) L 145' ❑ (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 J 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 0 150 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 oo 153 licenses; and other Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's N 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 c 158 assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless V 159 from losses, damages, costs, claims and expenses of any nature, including attorneys' fees, expenses and liability 150 incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of J 151 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 R 154 return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports > 1e5 and other work generated as a result of the Inspections. 4.; 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 159 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 nStalt This software is licensed to [Craig Orider - COLEMAN, YOVANOVICH & KOESTER, P.A.] www.transactiondesk.com. 1psta Packet Pg. 937 1 6.F.2.c 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, 180 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 16a by written notice to the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer will close in 1a9 accordance with this Contract and receive all payments made by the government authority or insurance company, if any. 190 TITLE 1g1 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, SelleF 8 a 13UYeF 881184 199 which must be generally accepted in the county where the Property is located (specify in raph 5(c) the selected 200 type), Seller will use option (1) in Palm Beach County and option (2) in Miami -Dade C 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 o later than 2 days before Closing Date. 203 (2) An existing abstract of title from a reputable and exi. ti stract firm (if firm is not existing, then abstract must be 204 certified as correct by an existing firm) purportin - ue 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 a 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 B 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 Feasabitit 211 (b) Title Examination: Buyer will examine the title evidence and deliver written notice to Seller, within study 212 , 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 � of any encroachments on 220 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 226 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 (_.a (_ and Seller L—) () 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 This software is licensed to [Craig Grider - COLEMAN, YOVANOVICH & KOESTER, P.A.] w .traneactiondesk.com. 'rows r' 00 Cl) W) N c 0 U c to J c 0 U c m E U R Q Packet Pg. 938 1 6.F.2.c 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. 24o (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 246 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 25o 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 263 transaction broker) representing a party will be as effective as if delivered to or by that party. 264 11. COMPLETE AGREEMENT. This Contract is the entire agreement between Buyer and Seller. Except for brokerage 2w 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 268 communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten 269 or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract is or 26o 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. w2 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 (if 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 269 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 a 274 question arising out of or relating to this transaction or this Contract or its breach will be settled as follows: > 276 (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Seller will have 30 days from C 276 the date conflicting demands are made to attempt to resolve the dispute through mediation. If that fails, Escrow Agent r 277 will submit the dispute, if so required by Florida law, to Escrow Agent's choice of arbitration, a Florida court or the 00 278 Florida Real Estate Commission ("FREC"). Buyer and Seller will be bound by any resulting award, judgment or order. A N 279 broker's obligation under Chapter 475, FS and the FREC rules to timely notify the FREC of an escrow dispute and timely �- 290 resolve the escrow dispute through mediation, arbitration, interpleader, or an escrow disbursement order, if the broker so 291 chooses, applies only to brokers and does not apply to title companies, attorneys or other escrow companies. N 282 (b) All other disputes: Buyer and Seller will have 30 days from the date a dispute arises between them to attempt to C 2a3 resolve the matter through mediation, failing which the parties will resolve the dispute through neutral binding V 264 arbitration in the county where the Property is located. The arbitrator may not alter the Contract terms or award any 295 remedy not provided for in this Contract. The award will be based on the greater weight of the evidence and will = 236 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. "Mediation" 290 (c) Mediation and Arbitration; Expenses: 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 c 292 settlement on the parties. Mediation will be in accordance with the rules of the American Arbitration Association ("AAA") or °D 293 other mediator agreed on by the parties. The parties will equally divide the mediation fee, if any. "Arbitration" is a process in s 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. Q 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 299 arbitration shall be entitled to recover from the nonprevailing party reasonable attorneys' fees, costs and expenses. 2w* Buyer (__J ( ) and Seller ( ) (__J acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages. VAC-9 Rev. 4/07 © 2007 Florida Association of REALTORS® All Rights Reserved �y This software is licensed to [Craig Crider - COLENAN, YOVANOVTCB a KOESTER, P.A.) www.traneactiondook.com. '7trms Packet Pg. 939 1 6.F.2.c 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 3o8 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 33o 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' 336' Listing Sales Associate/License No. _ _ _ Listing Firm/8rokerage fee: ($ or % of Purchase Price) 336 337' 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' ADDITIONAL TERMS 3W Buyer l-) ( 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 REALTOW All Rights Reserved , a iM This software is licensed to [Craig Crider - COLEMAN. YOVANOVICH & ROESTER, P.A.] w .traneactiondesk.com. Q s+prmS 00 M N Packet Pg. 940 1 ti.F.2.c 359' 360* 361* 362' 363' 364' 365* 366* 367* 368* 369* 370* 371* 372* 373* 374* 376' 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. ❑ p.m. on this offer will be 381 revoked and Buyer's deposit refunded subject to clearance of funds. 382 COu 383* ❑ Seller counters Buyer's offer (to accept the co[ 384 copy of the acceptance to Seller. Unless otherwise 385* the date the counter is delivered. ❑ Seller rejects 386* Date: 387* 388* Date: 389* Phone: 390" Fax: 391* E-mail: 392' Date: -? 393* 394* Date: 395* Phone: 396* Fax: _ 397* E-mail: 398* Buyer: Print name: OFFER/ REJECTION ff;fJuyer must sign or initial the counter offered terms and deliver a OF t time for acceptomq of agy counteroffers shall. be 2 days from offer, tk , ATST K,IKINEL, CLERI eputy CleO Buyer: �"Q ail. a Print name: ltP@°Ol] Address: 'U 11 Seller: Print name: Address: Effective Datea, ► n!& M. *&IN(fhe date on which the last party signed or initialed and delivered the final offer or counteroffer.) 399* Buyer L__J L_) and Seller (___) ( acknowledge receipt of a copy of this page, which is Page 7 of 7 Pages. The Florida Association of RFALTORs and Local Board/Association of REALTORS 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• REALTOn is a registered collective membership mark that may be used only by real estate licensees who are members of the National Association of REALTORS and who subscribe to its Code of Ethics. The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of blank forms by any means including facsim ie or computerized forms. VAC-9 Rev. 4/07 © 2007 Florida Association of REALToasP All Rights Reserved This software is licensed to [Craig Grider - COLEMAN, YOVANOVICH & KOESTER, P.A.] www.tranaactiondeek.com. /F5 3 rms� Packet Pg. 941