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Agenda 06/10/2025 Item #11A (Continued from the May 27, 2025, BCC Meeting - 4th Amendment to Vacant Land Contract w/DLC )6/10/2025 Item # 11.A ID# 2025-1990 Executive Summary This item is to be heard at 10:30 AM *** This item was continued from the May 27, 2025, BCC Meeting. *** Recommendation that the Board of County Commissioners review and consider for approval and execution: 1) a Fourth Amendment to Vacant Land Contract with David Lawrence Mental Health Center, Inc., to modify the Collier County Standard Form Long-Term Lease and include an Operating Agreement exhibit governing Behavioral Health Center operations; and 2) an Amendment to the Naming Rights Agreement to clarify use of funds acquired with naming rights. OBJECTIVE: To review and consider for approval the Fourth Amendment to the Vacant Land Contract with David Lawrence Mental Health Center, Inc., to update the Long-Term Lease and add an Operating Agreement for the Behavioral Health Center, and approve an amendment to the Naming Rights Agreement to clarify the use of naming rights funds. CONSIDERATIONS: Since May 2021, the Board of County Commissioners has approved a series of related agreements with David Lawrence Mental Health Center, Inc. (“DLC”), including a Vacant Land Contract, associated addendum, a long-term lease, several amendments to each, and a Naming Rights Agreement. These agreements support the construction and operation of a central receiving facility, to be known as the Behavioral Health Center (the “Facility”), for individuals requiring acute mental health care and stabilization (e.g., Baker Acts, Marchman Acts, crisis cases). Each amendment has refined the parties' roles and responsibilities. Approval Timeline of Agreements: BCC Date Item No. Agreement 5/25/2021 11. J. Vacant Land Contract Addendum to Vacant Land Contract 4/12/2022 16.C.6 First Amendment to Vacant Land Contract Exhibit A- Form Long Term Lease and Operating Agreement 5/9/2023 11.E Second Amendment to Vacant Land Contract 5/14/2024 16.F.11 Third Amendment to Vacant Land Contract 12/10/2024 11.B. Naming Rights Agreement Collectively, these agreements provide that DLC will convey an unimproved five-acre parcel located on 5959 Golden Gate Parkway to Collier County, which will lease it back to DLC for operation of the Facility. The County is responsible for construction of the new Facility. On February 14, 2023, the Board approved the necessary change in zoning classification to the Community Facilities Planned Unit Development (CFPUD), and on January 13, 2025, the Site Development Plan was approved. The Facility's design, permitting, entitlements, preconstruction services, and construction is financed by a $56.1 million infrastructure sales surtax budget. A lease format has already been approved as an exhibit to the Vacant Land Contract. This item requests approval of two related actions: (1) a Fourth Amendment to the Vacant Land Contract, which modifies the unexecuted form of the long-term lease to be used at closing by clarifying certain terms in the lease and adding an operating agreement; and (2) an Amendment to the Naming Rights Agreement to clarify the permitted use of funds acquired through naming rights. These approvals are necessary to finalize the contractual framework that will support the construction and operation of the Behavioral Health Center. Edits proposed at the June 3rd workshop have been presented to DLC, but final revisions were not available at the time of agenda printing. Approved revisions will be presented when this item is heard. An overview of the proposed edits to the Vacant Land Contract and related attachments, as well as the Naming Rights Agreement are below. Fourth Amendment to the Vacant Land Contract: 1. Replaces the previously approved Lease (originally attached as Exhibit A to the Vacant Land Contract) with a Page 309 of 2218 6/10/2025 Item # 11.A ID# 2025-1990 revised Lease that incorporates provisions necessary to support the operation of the Facility. Revisions to the Lease include: • Name. Clarifies that the Facility will operate as a Central Receiving Facility (CRF) to be formerly known as the “Behavioral Health Center.” • Default. Addition of a new term related to the Operating Agreement, stating that failure to comply with the terms of the Operating Agreement shall constitute a Default by Lessee pursuant to the terms of the Lease, unless otherwise specified in the Operating Agreement. • Maintenance. Clarifies that the County shall be responsible for replacement of building systems at the end of their expected useful life, rather than day-to-day maintenance. • Insurance. Adjusts Lessee’s insurance requirements upwards pursuant to requirements set forth by the County’s Risk Management Department. 2. Terms of Operating Central Receiving Facility identified as Exhibit “C” are added to the Lease for the first time. Exhibit “C” sets forth a detailed Operating Agreement, which contains operational terms and performance obligations for DLC. Key terms include: • Statement of Work. States that the Facility will be used as a central receiving facility for individuals needing evaluation or stabilization under the Baker Act, Marchman Act, or other crisis services defined in ss. 394.67(18)-(19), F.S. • Scope of Services. Details the operating hours of the Facility, number of beds, types of services rendered, and compliance with certain existing agreements and guidelines. • Furniture, Fixtures and Equipment. DLC shall be responsible for the purchase and procurement of all furniture, fixtures and equipment for the Facility for the duration of the Lease. This obligation includes any security-video management systems and cameras, artwork, and medical equipment. • Licensure and Accreditation. Ensures that required licensure and accreditation by various agencies are obtained by DLC, with proof provided to the County within 30 days of receipt. Further provides that if DLC loses any such licensure or qualification, DLC must reinstate within 30 days or be in violation of the Operating Agreement. • Collaboration. Allows for continued collaboration between the Parties, wherein DLC may present evidence-based alternatives to the standards in the Operating Agreement every 3 years to account for changes in the mental health field. Either party may terminate the Lease if the parties cannot reach an agreement over operational standards after reasonable diligence and negotiation. • Performance Measures and Penalties. Requires that certain performance measures are met as part of DLC’s service delivery, and provides for certain penalties for noncompliance and nonperformance, which include submittal of Corrective Action Plan, and scheme for withholding of grant funds for continued non-performance. • Funding. States that Collier County is not responsible for operational funding of the Facility beyond specific state required local match obligations. If other governmental or philanthropic funding sources fall short, DLC may request deficit funding from the County, which the Board may approve, adjust the level of service, or deny funding. If the Board declines to make adjustments to the level of service and denies funding, either party may terminate the Lease. • Administrative Provisions. Includes various administrative provisions related to qualified staffing, data sharing, data reporting, incident reports, records review, safety and security, signage, and compliance with laws. • Termination. The Operating Agreement identifies two scenarios, outlined in the Collaboration and Funding sections, under which either party may terminate the Lease: 1) if after reasonable diligence and good-faith negotiation, the Board does not agree to changes to standards in the Operating Agreement based on evidence-based findings presented by DLC on a 3 year basis, either party may terminate the Lease, and 2) if there is a deficit in funding and the Board declines to make adjustments to the level of service and denies funding, either party may terminate the Lease. Should the Lease be terminated, DLC will have the ability to purchase the Facility for the greater of fair market value, established by appraisal done by a mutually acceptable appraiser, or the tax dollar expenditure by the County for construction of the building. DLC must make the decision to purchase the Facility within 6 months of receipt of the Notice of Termination. DLC’s failure to exercise its option to purchase will result in the County retaining both the Facility and the land it sits on. There is no termination right for failure to meet performance measures. Instead, DLC will be subject to a penalty scheme for noncompliance, which consists of Corrective Action Plans and continued monitoring. If continued noncompliance persists, the Board may withhold certain grant money. The Lease does not contain any termination rights outside of standard default provisions. Failure to comply with the Operating Agreement, outside of what is otherwise outlined herein, shall be considered a default. Neither party may seek Page 310 of 2218 6/10/2025 Item # 11.A ID# 2025-1990 monetary damages for default under the Operating Agreement. First Amendment to Naming Rights Agreement: • It includes a new term stating that proceeds generated through naming rights must initially fund the Facility's furniture, fixtures, and equipment. • Any excess proceeds generated through naming rights must be used solely for operational expenses for the Facility over the term of the Lease. • Provides for annual reporting of receipts, disbursements and current balance of funds generated through the naming rights campaign. • Requirement to maintain complete and accurate records to support reporting and make the records available for inspection. Upon approval of these items by the Board, the parties will move to closing, where the property will be simultaneously conveyed to the County and leased back to DLC for operation of the Facility. This item is consistent with the Collier County strategic plan objective to develop and utilize partnerships to ensure that government facilities meet public expectations. FISCAL IMPACT: According to Section 394.76(9)(a), Florida Statutes, a 25% local match is required for community alcohol and mental health services and programs. In fiscal year 25, the Board committed $1,719,500 (includes $303,999 added by budget amendment and identified at the time as non-recurring) in General Fund support and $522,000 in Opioid Settlement Funds toward this requirement. Additionally, $812,800 in SLFRF grant funding is also allocated to the David Lawrence Center (DLC). FY25 is the final year of SLFRF funding. Beyond the ongoing operating match funding identified above, the County is responsible for capital replacement of major Behavioral Health Center building systems, such as the roof, HVAC, electrical systems, and facility utilities, once they reach the end of their expected useful life. These assets are anticipated to have lifespans ranging from 10 to 40 years, requiring an annual capital reserve of approximately $460,000. Under the terms of the lease, DLC is responsible for operating and maintaining the Behavioral Health Center/Central Receiving Facility (CRF). This includes all routine maintenance, operating expenses, and procurement of furniture, fixtures, and equipment (FF&E) for the duration of the lease. DLC has prepared a financial pro forma for the CRF covering fiscal years 2025 through 2032, which is attached to this agenda item. The pro forma identifies both current and anticipated new revenue sources, as well as direct and indirect operating costs. The new facility is projected to become operational in fiscal year 2027. In that year, direct operating costs are estimated at $13,160,406 and indirect costs at $2,881,204, for a total of $16,041,610. New revenue sources included in the pro forma total $1,393,193 and include enhanced Low Income Pool (LIP) funding through partnerships with the Sheriff’s Office, Hospital Directed Provider Payment Program revenues, naming rights investment proceeds, and contributions from community partners. Federal, State, and fee-based sources are $13,918,337. The pro forma identifies a fiscal year 2027 funding deficit of $730,080, and this amount increases to $1,619,635 by fiscal year 2032. Per the Operating Terms of the CRF, the projected revenues to operate the CRF include the current levels of Federal, State and Collier County funding. If sources of revenue for operation of the CRF from the Federal Government, State Government or Collier County are reduced, DLC may submit a request for deficit operational funding of the CRF to the County. In response, the Board may approve the request, adjust the expected level of service, or deny the request. If the Board denies funding and declines to adjust service levels accordingly, either party may terminate the lease under the agreement’s funding-related termination provisions. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact. Page 311 of 2218 6/10/2025 Item # 11.A ID# 2025-1990 LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires a majority vote for approval. -SAA RECOMMENDATIONS: This project was included as a Surtax Community Priority. If the Board wishes to proceed with the construction of this Facility, the following actions are required: 1) approve and execute a Fourth Amendment to Vacant Land Contract with David Lawrence Mental Health Center, Inc., to modify the Collier County Standard Form Long-Term Lease and include an Operating Agreement exhibit governing Behavioral Health Center operations; and 2) approve and execute an Amendment to the Naming Rights Agreement to clarify use of funds acquired with naming rights. PREPARED BY: Jennifer A. Belpedio, Manager, Transportation Management Services Department ATTACHMENTS: 1. Presentation Item 11.A 052125 (1) 2. Fourth Amend Land-Lease-Operating Final Documents Stamped 3. Standard Lease David Lawrence REDLINED FOR REFERENCE ONLY 4. Vacant Land Contract DLC 5. Vacant Land Addendum 6. First Amendment DLC 7. Second Amendment DLC 8. Third Amendment DLC 9. First Amendment to Naming Rights Agreement Stamped 10. CCBHC Naming Rights Agreement - signed 11. CRF Projections 5.7.2025-Original Page 312 of 2218 6/10/2025 Item # 11.A ID# 2025-1990 Collier County Board of County Commissioners Item Number: 11.A. Item ID#: 2025-1990 Item Title: This item is to be heard at 10:30 AM *** This item was continued from the May 27, 2025, BCC Meeting. *** Recommendation that the Board of County Commissioners review and consider for approval and execution: 1) a Fourth Amendment to Vacant Land Contract with David Lawrence Mental Health Center, Inc., to modify the Collier County Standard Form Long-Term Lease and include an Operating Agreement exhibit governing Behavioral Health Center operations; and 2) an Amendment to the Naming Rights Agreement to clarify use of funds acquired with naming rights. Meeting Date: 6/10/2025 Entered By: Name: Geoffrey Willig, Management Analyst II (06/03/2025 8:33 AM) Email: Geoffrey.Willig@colliercountyfl.gov Prepared By: Name: Jennifer A. Belpedio, Manager, Transportation Management Services Department Approved By: Geoffrey Willig Created/Initiated - 6/3/2025 Kristi Sonntag Approved - 6/3/2025 John Dunnuck Approved - 6/3/2025 Sally Ashkar Approved - 6/3/2025 Debra Windsor Approved - 6/3/2025 Maggie Lopez Approved - 6/3/2025 Jeff Klatzkow Approved - 6/3/2025 Amy Patterson Final Approval - 6/4/2025 Page 313 of 2218 May 27, 2025 Agenda Item 11.A Recommendation that the Board of County Commissioners review and consider for approval and execution: 1) a Fourth Amendment to Vacant Land Contract with David Lawrence Mental Health Center, Inc., to modify the Collier County Standard Form Long-Term Lease and include an Operating Agreement exhibit governing Behavioral Health Center operations; and 2) an Amendment to the Naming Rights Agreement to clarify use of funds acquired with naming rights. 1Facilities Management Division Page 314 of 2218 2Facilities Management Division Healthcare Consultant Maurizio Maso, AIA Hernan Rivera, AIA Alex Jordan, AIA Scott Burgess, CEO Nancy Dauphinais, COO Mary Ann Guerra, CCO Prime Consultant Ryan S. Richards, AIA, LEED AP Javier Salazar, AIA Construction Manager Reggie Morgan, COO, Principal Eric Brackin, CHC Project Executive John Hagan, Chief Estimator Healthcare Brian Winslett Senior Project Manager John Dunnuck Executive Director of Facilities and Community Redevelopment Areas Brian Delony, PE Director Facilities Management Claudia Roncoroni, Project Manager Page 315 of 2218 3Facilities Management Division Project is located off Golden Gate Pkwy., east of David Lawrence Center and Corpus Christi Chapel (Diocese of Venice in Florida). Existing David Lawrence Center Complex Project Site Golden Gate Parkway Church Page 316 of 2218 4Facilities Management Division Page 317 of 2218 Today’s Objective Approve Fourth Amendment to Vacant Land Contract with David Lawrence Mental Health Center, Inc., to modify the Collier County Standard Form Long-Term Lease and include an Operating Agreement exhibit governing Behavioral Health Center operations Approve an Amendment to the Naming Rights Agreement to clarify use of funds acquired with naming rights. Page 318 of 2218 6Facilities Management Division April 12, 2022 BCC approves First Amendment to Vacant Land Contract •Terminate and release the Long-Term Lease and Operating Agreement and provide that the Lease be executed after closing of the real property. •Extend deadline to acquire entitlements and SDP approval and shift such responsibility to the County. April 23, 2023 BCC approves Second Amendment to Vacant Land Contract •Extend by one year the time the County has to obtain entitlements and SDP approval May 14, 2024 BCC Approves Third Amendment to Vacant Land Contract •Extend by one year the time the County has to obtain entitlements and SDP approval; deadline is June 24, 2025. May 25, 2021 BCC approves Vacant Land Contract and Agreement to Operate & Lease the Behavioral Health with David Lawrence Centers (DLC) May 27, 2025 Obtain BCC Approval of 4th Amendment to Vacant Land Contract, modify Long-Term Lease, provide Exhibit C - CRF Operating Terms, and amend Naming Rights Agreement December 10, 2024 BCC approval of Naming Rights Agreement May 2025 County obtains any remaining permits Land closing, lease back to DLC and construction commencement Page 319 of 2218 Fourth Amendment Vacant Land Contract - Lease Updates •Replaces the previously approved Lease (originally attached as Exhibit A to the Vacant Land Contract) Name. Clarifies that the Facility will operate as a Central Receiving Facility to be formally known as the “Behavioral Health Center.” Default. Addition of a new term related to the Operating Agreement, stating that failure to comply with the terms of the Operating Agreement shall constitute a Default by Lessee pursuant to the terms of the Lease, unless otherwise specified in the Operating Agreement. Maintenance. Clarifies that the County shall be responsible for replacement of building systems at the end of their expected useful life, rather than day-to- day maintenance. Insurance. Adjusts Lessee’s insurance requirements upwards pursuant to requirements set forth by the County’s Risk Management Department. Page 320 of 2218 Fourth Amendment – Terms of Operating Central Receiving Facility (Exhibit C) (1of 3) Statement of Work. States that the Facility will be used as a central receiving facility for individuals needing evaluation or stabilization under the Baker Act, Marchman Act, or other crisis services defined in ss. 394.67(18)-(19), F.S. Scope of Services. Details the operating hours of the Facility, number of beds, types of services rendered, and compliance with certain existing agreements and guidelines. Furniture, Fixtures and Equipment. DLC shall be responsible for the purchase and procurement of all furniture, fixtures and equipment for the Facility for the duration of the Lease. This obligation includes any security-video management systems and cameras, artwork, and medical equipment. Licensure and Accreditation. Ensures that required licensure and accreditation by various agencies are obtained by DLC, with proof provided to the County within 30 days of receipt. Further provides that if DLC loses any such licensure or qualification, DLC must reinstate within 30 days or be in violation of the Operating Agreement. Page 321 of 2218 Fourth Amendment – Terms of Operating Central Receiving Facility (Exhibit C) (2 of 3) Collaboration. Allows for continued collaboration between the Parties, wherein DLC may present evidence-based alternatives to the standards in the Operating Agreement every 3 years to account for changes in the mental health field. Either party may terminate the Lease if the parties cannot reach an agreement over operational standards after reasonable diligence and negotiation. Performance Measures and Penalties. Requires that certain performance measures are met as part of DLC’s service delivery, and provides for certain penalties for noncompliance and nonperformance, which include submittal of Corrective Action Plan, and scheme for withholding of grant funds for continued non-performance. Funding. States that Collier County is not responsible for operational funding of the Facility beyond specific state required local match obligations. If other governmental or philanthropic funding sources fall short, DLC may request deficit funding from the County, which the Board may approve, adjust the level of service, or deny funding. If the Board declines to make adjustments to the level of service and denies funding, either party may terminate the Lease. Administrative Provisions. Includes various administrative provisions related to qualified staffing, data sharing, data reporting, incident reports, records review, safety and security, signage, and compliance with laws. Page 322 of 2218 Fourth Amendment – Terms of Operating Central Receiving Facility (Exhibit C) (3 of 3) Termination. Two termination scenarios: 1) If after reasonable diligence and good faith negotiation, the Board does not agree to changes to standards in the Operating Agreement based on evidence-based findings presented by DLC on a 3 year basis, either party may terminate the Lease. 2) If there is a deficit in funding and the Board declines to make adjustments to the level of service and denies funding, either party may terminate the Lease. Should the Lease be terminated, DLC will have the ability purchase the Facility for the greater of fair market value, established by appraisal, or the tax dollar expenditure by the County for construction of the building, in which case the County will also convey the land back to DLC. DLC must make the decision to purchase the Facility within 6 months of receipt of the Notice of Termination. DLC’s failure to exercise its option to purchase will result in the County retaining both the Facility and the land it sits on. •There is no termination right for failure to meet performance measures. Instead, DLC will be subject to a penalty scheme for noncompliance, which consists of Corrective Action Plans and continued monitoring. If continued noncompliance persists, the Board may withhold certain grant money. •The Lease does not contain any termination rights outside of standard default provisions. Failure to comply with the Operating Agreement, outside of what is otherwise outlined herein, shall be considered a default. Neither party may seek monetary damages for default under the Operating Agreement. Page 323 of 2218 First Amendment to Naming Rights Agreement: •Includes new terms regarding the use of naming rights proceeds and reporting: •Fund the Facility's furniture, fixtures, and equipment •Any excess proceeds generated through naming rights must be used solely for operational expenses for the Facility over the term of the Lease. •Provide for annual reporting of receipts, disbursements and the current balance of funds generated through the naming rights campaign. •Requirement to maintain complete and accurate records to support reporting and make the records available for inspection. Page 324 of 2218 12Facilities Management Division This project was included as a Surtax Community Priority. If the Board wishes to proceed with the construction of this Facility, the following actions are required: 1) approve and execute a Fourth Amendment to Vacant Land Contract with David Lawrence Mental Health Center, Inc., to modify the Collier County Standard Form Long-Term Lease and include an Operating Agreement exhibit governing Behavioral Health Center operations; and 2) approve and execute an Amendment to the Naming Rights Agreement to clarify use of funds acquired with naming rights. Upon approval of these items by the Board, the Parties will move to closing, where the Property will be simultaneously conveyed to the County and leased back to DLC for operation of the Facility. Page 325 of 2218 13Facilities Management Division Page 326 of 2218 Page 327 of 2218 Page 328 of 2218 Page 329 of 2218 Page 330 of 2218 Page 331 of 2218 Page 332 of 2218 Page 333 of 2218 Page 334 of 2218 Page 335 of 2218 Page 336 of 2218 Page 337 of 2218 Page 338 of 2218 Page 339 of 2218 Page 340 of 2218 Page 341 of 2218 Page 342 of 2218 Page 343 of 2218 Page 344 of 2218 Page 345 of 2218 Page 346 of 2218 Page 347 of 2218 Page 348 of 2218 Page 349 of 2218 Page 350 of 2218 Page 351 of 2218 Page 352 of 2218 Page 1 of 15 COLLIER COUNTY STANDARD FORM LONG-TERM LEASE AND OPERATING AGREEMENT COLLIER COUNTY MENTAL HEALTH FACILITYCENTRAL RECEIVING FACILITY This Long-Term Lease and Operating Agreement (hereinafter referred to as “Lease or Agreement”) is entered into this ______ day of __________, 2025 (“Effective Date”), by and between David Lawrence Mental Health Center, Inc., a Florida not-for-profit corporation, whose mailing address is 6075 Bathey Lane, Naples, FL 34116, hereinafter referred to as “Lessee or David Lawrence,” and Collier County, a political subdivision of the State of Florida, whose mailing address is 2685 Horseshoe Drive S., Suite 103, Naples, Florida 34104, hereinafter referred to as “Lessor or County,” collectively stated as the “Parties.” RECITALS: WHEREAS, Florida Statutes Section 125.38 provides that if a corporation or other organization not for profit which may be organized for the purposes of promoting community interest and welfare, should desire any real or personal property that may be owned by any county of this state or by its board of county commissioners, for public or community interest and welfare, then such corporation or organization may apply to the board of county commissioners for a conveyance or lease of such property, and that such board, if satisfied that such property is required for such use and is not needed for county purposes, may thereupon convey or lease the same at private sale to the applicant for such price, whether nominal or otherwise, as such board may fix, regardless of the actual value of such property; and WHEREAS, County is the owner of that certain real property located in the Collier County, Florida, legally described as Tract 66, Golden Gate Estates, Unit No. 30, being a 5-acre parcel, more or less, as recorded in Plat Book 7, Page 58, Public Records of Collier County, Florida, which Land was granted by Lessee to the County on or about the date hereof for the purpose of a County- owned mental health facility with behavioral and mental health services furnished to the public and available regardless of income to all people of Collier County (the “Mental Health FacilityCentral Receiving Facility”); and WHEREAS, County intends to construct the Mental Health FacilityCentral Receiving Facility, to be known as the Collier County Behavioral Health Center, for the people of Collier County on the Land pursuant to the terms of this Lease; and WHEREAS, Lessee, a duly organized not-for-profit corporation dedicated to behavioral and mental health services, has applied to the Board of County Commissioners to lease the Land and the Mental Health FacilityCentral Receiving Facility from the County, and to operate the Collier County Mental Health FacilityCentral Receiving Facility once construction is completed pursuant to the terms of this Lease and Operating Agreement; and WHEREAS, the Board has determined that it is in the best interest of the public to enter into this Agreement with David Lawrence on the terms and conditions set forth below. Page 353 of 2218 Page 2 of 15 W I T N E S S E T H: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties hereby enter into this Agreement on the following terms and conditions: 1. Conveyance. On the terms and conditions set forth in this Agreement, and in consideration of Lessee’s performance under this Agreement, the Lessor conveys to the Lessee the present possessory interest in the Leased Premises described below. 2. Description of Leased Premises. The Leased Premises which is the subject of this Lease is a parcel to be improved with a building and parking on real property legally described as Tract 66, Golden Gate Estates, Unit No. 30, being a 5-acre parcel, more or less, as recorded in Plat Book 7, Page 58, Public Records of Collier County, Florida, with a legal description set forth in Exhibit “A,” hereinafter referred to as the “Premises.” Construction of the building shall be set forth and governed by Exhibit B. 3. Conditions to Conveyance. Lessee warrants and represents to Lessor that it has examined the title and boundaries of the Premises. Accordingly, this conveyance is subject to all of the following: a. Any and all conditions, restrictions, encumbrances and limitations now recorded against the Premises; b. Any and all existing or future zoning laws or ordinances; c. Any questions of title and survey that may arise in the future; and d. Lessee’s satisfactory performance of all terms and conditions of this Lease. 4. Use of Premises. The purpose of this Agreement is for David Lawrence to operate, once built, the Collier County Mental Health FacilityCentral Receiving Facility, which use the Board of County Commissioners has found to be in the public’s interest. In the event David Lawrence shall cease to use the Premises as a County Mental Health FacilityCentral Receiving Facility, and such cessation of use shall continue for a period of sixty (60) days, this Agreement, at the option of the Lessor, upon thirty (30) days written notice to the Lessee, shall be terminated and Lessee shall surrender and vacate the Premises to the Lessor within thirty (30) days after notice of such termination. Provided, however, said sixty (60) day period shall be tolled if such cessation is caused by events beyond the control of the Lessee such as acts of God or if such cessation is due to closing for reconstruction or repairs to the building constructed by Lessor on the Leased Premises. 5. Operation of the Central Receiving Facility. The terms, conditions, and requirements of Lessee’s operation of the Central Receiving Facility are set forth in the attached Exhibit “C” (the “Operating Agreement’). Failure to comply with the terms of the Operating Agreement without such event being cured or remedied will constitute a "Default by Lessee" pursuant to paragraph 18 below, unless otherwise indicated in the Operating Agreement. Page 354 of 2218 Page 3 of 15 56. Permissible Alterations and Additions to Premises. Following construction, Lessee may not make any alterations or additions to the Collier County Mental Health FacilityCentral Receiving 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. 67. Term of Lease. The term of this Lease shall commence on the date first above written, and unless terminated earlier by the Parties, shall terminate on the 30th year anniversary date of issuance of a Certificate of Occupancy for the Collier County Mental Health FacilityCentral Receiving Facility to be built on the Premises (“Term”); provided Lessee’s obligations hereunder shall not commence until delivery and acceptance of the building. One year prior the end of the Lease Term or any renewal term, the County shall provide Lessee written notice indicating the County’s intent to either (i) renew the Lease on the same terms and conditions hereof, for an additional five (5) year term, or (ii) terminate the Lease at the end of the Term (or any renewal term, as applicable). Should the County elect to terminate the Lease, Lessee shall have the option to purchase the Mental Health FacilityCentral Receiving Facility (free of monetary liens and encumbrances) for the greater of (i) the fair market value of the building, established by appraisal by a mutually acceptable appraiser at Lessee’s expense, or (ii) the tax dollar expenditures by the County for construction of the building, upon which Lessor shall transfer to Lessee, all right, title and interest of Lessor in and to the Mental Health FacilityCentral Receiving Facility. Lessee’s option must be exercised within six months following receipt of such written notice, following which the option rights shall automatically expire. If Lessee fails to exercise its option, the Mental Health FacilityCentral Receiving Facility, together with the 5 acre parcel it sits on, shall be fully owned and operated by Collier County, with Lessee having no further obligations, rights or claims whatsoever to the Facility or the 5 acre parcel. If Lessee does not make such election and holds over after the expiration of the lease term, such tenancy shall be from month to month under all of the terms, covenants and conditions of this Lease subject, however, to Lessor’s right to seek legal relief to eject Lessee from the Premises as a holdover. Nothing herein shall preclude the Parties from renewing this Lease in accordance with paragraph 21 hereof 78. Rent. The Lessee agrees to pay the Lessor the sum of $1.00 per annum, in advance, for each year of the term. 89. Net Lease. This is a fully net lease, with Lessee responsible for all costs, fees and charges concerning the Premises, except with respect to Lessor’s obligations under paragraph 10. Accordingly, Lessee shall promptly pay when due and prior to any delinquency, as applicable, all costs, fees, taxes, trash removal services, assessments, utility charges, and obligations of any kind that relate to the Premises. Lessee will indemnify and hold Lessor harmless from any and all claims, costs and obligations arising from Lessee’s use of the Premises, provided that the foregoing will not entitle the County to indemnification the sole for negligence of the County, willful neglect or intentional misconduct of the County. In case any action or proceeding is brought by Lessee or Lessor to enforce the other’s obligations under this Lease, the non-prevailing party shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom, and shall defend such action or proceeding if the prevailing party shall so request, at the non-prevailing party’s expense, by counsel reasonably satisfactory to the prevailing party It is specifically agreed however, that either Page 355 of 2218 Page 4 of 15 party may at its own cost and expense participate in the legal defense of such claim, with legal counsel of its choosing. 910. Lessee’s Liens and Mortgages. Lessee shall not in any way encumber the Premises, and shall promptly remove any and all liens placed against the Premises. All persons to whom these presents may come are put upon notice of the fact that the interest of the Lessor in the Premises shall not be subject to liens for improvements made by the Lessee and liens for improvements made by the Lessee are specifically prohibited from attaching to or becoming a lien 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. 101. 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, be responsible for the replacement of the following building systems at the end of their expected useful life, as determined by applicable industry standards: the heating, ventilation, cooling systems and generator(s) servicing the Premises, and all structural portions of the Premises, including, but not limited to, the roof, weight bearing walls and columns, parking lot resurfacing, footings, foundations and structural floors, unless the need for said is the result of an intentional or negligent act or omission of Lessee. If the Premises are not in such compliance in the reasonable opinion of Lessor or Lessee, as applicable, the defaulting party will be so advised in writing. If corrective action is not begun within thirty (30) days of the receipt of such notice and prosecuted diligently until corrective action is completed, the non-defaulting party may cause the same to be corrected and the defaulting party shall promptly reimburse the non- defaulting party for the expenses incurred, together with a 5% administrative fee. 112. Quiet Enjoyment. Lessee shall be entitled to quiet enjoyment so long as Lessee has not defaulted on any of the terms of this Lease. Accordingly, Lessee shall have the exclusive right to use the Premises during the term of this Lease. During the term of this Lease, Lessee may erect appropriate signage on the Leased Premises and the improvements constructed by Lessor thereon. Any such signage shall be in compliance with all applicable codes and ordinances. 123. Casualty and Condemnation a. Casualty. If the Premises are destroyed, rendered substantially uninhabitable, or damaged to any material extent, as reasonably determined by Lessee and Lessor, by fire or other casualty, and Lessor must use the insurance proceeds, hereinafter referred to as “Proceeds,” to rebuild or restore the Premises to substantially its condition prior to such casualty event unless the Lessor provides the Lessee with a written determination that rebuilding or restoring the Premises to such a condition with the Proceeds within a reasonable period of time is impracticable or would not be in the best interests of the Lessor, in which event, Proceeds shall be promptly remitted to Lessor. If the Lessor elects not to repair or replace the improvements, then Lessee or Lessor may terminate this Lease by providing notice to the other party within ninety (90) days after the occurrence of such casualty, and in such event Lessor shall as soon as practical demolish the Page 356 of 2218 Page 5 of 15 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. 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. 134. Access to Premises. Lessor, its duly authorized agents, contractors, representatives and employees, shall have the right after reasonable oral notice to Lessee, to enter into and upon the Premises during normal business hours, or such other times with the consent of Lessee, to inspect the Premises, verify compliance with the terms of this Lease, or make any required repairs not being timely completed by Lessee. Notwithstanding the foregoing, for the safety and confidentiality of those receiving services, staff, and visitors, the operation of the Premises is a highly secure environment and Lessor’s representatives will be instructed accordingly, and shall be required to sign non-disclosure agreements and be escorted by a member of DLC staff while on Premises. 145. Termination and Surrender. Unless otherwise mutually agreed by the Parties, within thirty (30) days after termination of the lease term, provided Lessee has not elected to buy the building as provided herein, Lessee shall redeliver possession of the Premises to Lessor in good condition and repair, reasonable wear and tear excepted. Lessee shall have the right at any time during Lessee’s occupancy of the Premises to remove any of its personal property, equipment, and signs provided, however, at the termination of this Lease, Lessor shall have the option of either requiring Lessee to demolish and remove all improvements made by Lessee to the Premises upon Lessee’s vacation thereof, or to require Lessee to retain said improvements with fixtures on the Premises which improvements and fixtures will become the property of the Lessor upon Lessee’s vacation of the Premises. 156. Assignment. This Lease is personal to Lessee. Accordingly, Lessee may not assign this Lease or sublet any portion of the building constructed on the Premises by Lessee without the express prior written consent of the Lessor, which consent may be withheld in Lessor’s sole discretion. Any purported assignment or sublet without the express written consent of Lessor shall be considered void from its inception, and shall be grounds for the immediate termination of this Lease. Notwithstanding anything in this Lease to the contrary, if Lessee is not in default, so long as the assignee is a duly organized not-for-profit corporation with financial resources comparable to Lessee, Lessor’s consent of such assignment shall not be unreasonably withheld. 167. Insurance. Page 357 of 2218 Page 6 of 15 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 (l0) days prior written notice to Lessee in the event of cancellation or reduction in policy(ies) coverage. 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 ($l00,000.00) per each accident. If such amounts are less than good insurance industry practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to initiate such policy limit increase. c.Lessee shall also maintain standard fire and extended coverage insurance on Lessee’s personal property located on the Premises and all of Lessee’s property located on or in the Premises including, without limitation, furniture, equipment, fittings, installations, betterments, improvements, fixtures (including removable trade fixtures), personal property and supplies, in an amount not less than the then-existing full replacement value. d.Business Automobile Liability Insurance, and Business Boat Liability Insurance, for automobiles and boats used by Lessee in the course of its performance under this Lease, including Employer's Non-Ownership and Hired Auto Coverage, each said policy in amounts of One Million and 00/100 Dollars ($1,000,000.00) combined single limit per occurrence. If such amounts are less than good insurance practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to initiate such policy limit increase. e.Pollution Liability insurance covering the accidental discharge and clean up of pollutants shall be maintained by the Lessee in an amount of not less than One Million and 00/100 dollars ($1,000,000) per occurrence. Such coverage shall cover third party liability and clean up coverage. f.Commercial General Liability insurance shall be maintained in an amount of not less than three million dollars ($3,000,000) in the aggregate. Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to initiate such policy limit increase. g. h.Lessor shall be added as an additional insured on the Property Insurance policy as their interest may appear. Lessor shall also be added as an additional insured on the Commercial General Liability policy. The above-described insurance policies shall list and continuously maintain Lessor as an additional insured thereon. Evidence of such insurance shall be provided to Lessor and the Collier County Risk Management Division, 3311 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval prior to the commencement Page 358 of 2218 Page 7 of 15 of this Lease; and shall include a provision requiring not less than ten (l0) days prior written notice to Lessor in the event of cancellation or reduction in policy(ies) coverage. If such amounts are less than good insurance practice would require, Lessor reserves the right to reasonably amend their insurance requirements by issuance of notice in writing to Lessee, whereupon receipt of such notice Lessee shall have thirty (30) days in which to obtain such additional insurance. The issuer of any policy must have a Certificate of Authority to transact insurance business in the State of Florida and must be consistent with Lessee’s customary insurance policies or better. Each insurer must be responsible and reputable and must have financial capacity consistent with the risks covered. Each policy must contain an endorsement to the effect that the issuer waives any claim or right of subrogation to recover against Lessor, its employees, representatives and agents. 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. 178. Defaults and Remedies. a. Defaults by Lessee. The occurrence of any of the following events and the expiration of the applicable cure period set forth below without such event being cured or remedied will constitute a "Default by Lessee" to the greatest extent then allowed by law: i. Abandonment of Premises. ii. Lessee’s knowing misrepresentation of a material matter related to this Lease. iii. Filing of insolvency, reorganization, plan or arrangement of bankruptcy. iv. Adjudication as bankrupt. v. Making of a general assignment of the benefit of creditors. vi. If Lessee suffers this Lease to be taken under any writ of execution and/or other process of law or equity. vii. Lessee’s loss of its federal IRS tax exempt status. viii. Lessee’s failure to utilize the Premises as set forth in Exhibit B. ix. Any lien is filed by Lessee against the Premises or Lessee’s interest therein or any part thereof in violation of this Lease, or otherwise, and the same remains unreleased for a period of sixty (60) days from the date of filing unless within such period Lessee is contesting in good faith the validity of such lien and such lien is appropriately bonded. x. Failure of Lessee to perform or comply with any material covenant or condition made under this Lease, including any exhibit attached hereto, which failure is not cured within ninety (90) days from receipt of Lessor’s written notice stating the non-compliance shall constitute a default (other than those covenants for which a different cure period is provided), whereby Lessor may, at its option, terminate this Lease by giving Lessee thirty (30) days written notice unless the default is fully cured within that thirty (30) day notice period (or such additional time as is agreed to in writing by Lessor as being reasonably required to correct such default). However, with respect to a default under ii, iii, iv, v, and vi, above, the occurrence of such event shall constitute a material breach and default by Lessee, and this Lease Page 359 of 2218 Page 8 of 15 may be immediately terminated by Lessor except to the extent then prohibited by law. b. Remedies of Lessor. i. In the event of the occurrence of any of the foregoing defaults following written notice to Lessee with opportunity to cure, Lessor, in addition to any other rights and remedies it may have, shall have the immediate right to re- enter and remove all individuals, entities and/or property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass, or being liable for any loss or damage which may be occasioned thereby. If Lessee does not cure the defaults in the time frames as set forth above, and Lessor has removed and stored property, Lessor shall not be required to store for more than thirty (30) days. After such time, such property shall be deemed abandoned and Lessor shall dispose of such property in any manner it so chooses and shall not be liable to Lessee for such disposal. ii. If Lessee fails to promptly pay, when due, any full installment of rent or any other sum payable to Lessor under this Lease, and if said sum remains unpaid for more than five (5) days past the due date, the Lessee shall pay Lessor a late payment charge equal to five percent (5%) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two (2%) percent per month or the highest interest rate then allowed by Florida law, whichever is higher ("Default Rate"), which interest shall be promptly paid by Lessee to Lessor. iii. Lessor may sue for direct, actual damages arising out of such default of Lessee or apply for injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Lessee under this Lease, or otherwise. Lessor shall be entitled to reasonable attorneys fees and costs incurred arising out of Lessee’s default under this Lease. c. Default by Lessor. Lessor shall in no event be charged with default in the performance of any of its obligations hereunder unless and until Lessor shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default) after written notice to Lessor by Lessee properly and in meaningful detail specifying wherein, in Lessee’s judgment or opinion, Lessor has failed to perform any such obligation(s). d. Remedies of Lessee. Lessee’s remedies for Lessor’s default under this Lease shall be limited to the following: Page 360 of 2218 Page 9 of 15 i. For injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Lessor under this Lease. ii. Lessee may cure any default of Lessor and pay all sums or do all reasonably necessary work and incur all reasonable costs on behalf of and at the expense of Lessor. Lessor will pay Lessee on demand all reasonable costs incurred and any amounts so paid by Lessee on behalf of Lessor, with no interest. iii.Lessee may sue for direct, actual damages arising out of such default of Lessor. Lessee shall be entitled to reasonable attorney’s fees and costs incurred arising out of Lessor’s default under this Lease. e. No Remedy Exclusive. No remedy herein conferred upon or reserved to either party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy will be cumulative and in addition to every other remedy given under this Lease or hereafter existing under law or in equity. No delay or omission to exercise any right or power accruing upon any event of default will impair any such right or power nor be construed to be waived, but any such right and power maybe exercised from time to time and as often as may be deemed expedient. f. Non-Waiver. Every provision hereof imposing an obligation upon Lessee is a material inducement and consideration for the execution of this Lease by Lessee and Lessor. No waiver by Lessee or Lessor of any breach of any provision of this Lease will be deemed for any purpose to be a waiver of any breach of any other provision hereof or of any continuing or subsequent breach of the same provision, irrespective of the length of time that the respective breach may have continued. Miscellaneous Legal Matters 189. This Lease and Operating Agreement shall be construed by and controlled under the laws of the State of Florida. In the event of a dispute under this Lease, the Parties shall first use the County’s then-current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure, either party may file an action in the Circuit Court of Collier County to enforce the terms of this Lease, which Court the Parties agree to have the sole and exclusive jurisdiction. 1920. This Lease and Operating Agreement contains the entire agreement of the Parties with respect to the matters covered by this Lease and no other agreement, statement or promise made any party, or to any employee, officer or agent of any party, which is not contained in this Lease shall be binding or valid. Time is of the essence in the doing, performance and observation of each and every term, covenant and condition of this Lease by the Parties. 2021. In the event state or federal laws are enacted after the execution of this Lease, which are applicable to and preclude in whole or in part the Parties’ compliance with the terms of this Lease, then in such event this Lease shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Lease. Page 361 of 2218 Page 10 of 15 2122. Except as otherwise provided herein, this Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in interest. Notices hereunder shall be given to the Parties set forth below and shall be made by hand delivery, facsimile, overnight delivery or by regular mail. If given by regular mail, the notice shall be deemed to have been given within a required time if deposited in the U.S. Mail, postage prepaid, within the time limit. For the purpose of calculating time limits which run from the giving of a particular notice the time shall be calculated from actual receipt of the notice. Time shall run only on business days which, for purposes of this Lease shall be any day other than a Saturday, Sunday or legal public holiday. Notices shall be addressed as follows: If to Lessor: County Manager Collier County Manager’s Office 3301 East Tamiami Trail Naples, Florida 34112 CC: Real Property Management 2685 Horseshoe Dr. S, Suite 103 Naples, Florida 34104 If to Lessee: David Lawrence Mental Health Center, Inc Attn: Scott Burgess, President 6075 Bathey Lane Naples, FL 34116 CC: Coleman, Yovanovich & Koester, PA Attn: Richard D. Yovanovich 4001 Tamiami Trail North, Suite 300 Naples, Florida 34103 Notice shall be deemed to have been given on the next successive business day to the date of the courier waybill if sent by nationally recognized overnight delivery service. 2223. Lessee is an independent contractor, and is not any agent or representative or employee of Lessor. During the term of this Lease, neither Lessee, nor anyone acting on behalf of Lessee, shall hold itself out as an employee, servant, representative or agent of Lessor. Neither party will have the right or authority to bind the other party without express written authorization of such other party to any obligation to any third party. No third party is intended by the Parties to be a beneficiary of this Lease or to have any rights to enforce this Lease against either party hereto or otherwise. Nothing contained in this Lease will constitute the Parties as partners or joint ventures for any purpose, it being the express intention of the Parties that no such partnership or joint venture exists or will exist. Lessee acknowledges that Lessor is not providing any vacation time, sick pay, or other welfare or retirement benefits normally associated with an employee- employer relationship and that Lessor excludes Lessee and its employees from participation in all health and welfare benefit plans including vacation, sick leave, severance, life, accident, health and disability insurance, deferred compensation, retirement and grievance rights or privileges. Page 362 of 2218 Page 11 of 15 2324. Neither party to this Lease will be liable for any delay in the performance of any obligation under this Lease or of any inability to perform an obligation under this Lease if and to the extent that such delay in performance or inability to perform is caused by an event or circumstance beyond the reasonable control of and without the fault or negligence of the party claiming Force Majeure. "Force Majeure" shall include an act of God, war (declared or undeclared), sabotage, riot, insurrection, civil unrest or disturbance, military or guerrilla action, economic sanction or embargo, civil strike, work stoppage, slow-down or lock-out, explosion, fire, earthquake, abnormal weather condition, hurricane, flood, lightning, wind, drought, and the binding order of any governmental authority. 2425. Except in connection with the customary delivery or implementation of mental and behavioral health services, Lessee will not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any Hazardous Materials upon or about the Leased Premises, nor permit employees, representatives, agents, contractors, sub-contractors, sub-sub-contractors, material men and/or suppliers to engage in such activities upon or about the Leased Premises. 2526. In compliance with Section 404.056, Florida Statutes, all Parties are hereby made aware of the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County Public Health Department. 2627. Lessee shall execute this Lease prior to it being submitted for approval by the Board of County Commissioners. This Lease may be recorded by the County in the Official Records of Collier County, Florida, within fourteen (14) days after the County enters into this Lease, at Lessee’s sole cost and expense. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE AND EXHIBITS TO FOLLOW Page 363 of 2218 Page 12 of 15 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. ________________________ By: ______________________________ Witness (signature) Scott Burgess, President ________________________ (print name) ________________________ (print address) ________________________ Witness (signature) ________________________ (print name) ________________________ (print address) State of Florida County of Collier The foregoing instrument was acknowledged before me by means of [X] physical presence or [_] online notarization, this ______ day of ________________, 2025 by Scott Burgess, as President of David Lawrence Mental Health Center, Inc., who [_] is personally known or [ ] has produced a driver's license as identification. [Notary Seal]Notary Public Printed Name: My Commission Expires: Page 364 of 2218 Page 13 of 15 AS TO THE COUNTY: ATTEST: BOARD OF COUNTY COMMISSIONERS, Crystal K. Kinzel, Clerk COLLIER COUNTY, FLORIDA By: ____________________________ By: ______________________________ , Deputy Clerk Burt L. Saunders, Chairman Approved as to form and legal sufficiency: __________________________________ Jeffrey A. Klatzkow,Sally A. Ashkar, Assistant County Attorney Page 365 of 2218 Page 14 of 15 EXHIBIT A Legal Description Page 366 of 2218 Page 15 of 15 EXHIBIT B Construction of the Collier County Mental Health FacilityCentral Receiving Facility (a) Improvements. The County will improve the Premises by constructing thereon the Collier County Mental Health FacilityCentral Receiving 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 facilityCentral Receiving Facility, furnishing behavioral and mental health services to all people of Collier County, in accordance with all applicable licenses and accreditations (“Permitted Use”) (b) Plans and Specifications. The parties agree that Lessee has expertise in operating the Permitted Use therefore it is in the best interest of the parties to work collaboratively and in good faith in developing the site plan and construction documents for the Mental Health FacilityCentral Receiving Facility. Accordingly, the County shall prepare and submit site plans, construction plans, specifications, drawings and related documents (the “Plans and Specifications”) to Lessee for Lessee’s review and comments. The parties agree to schedule and hold regular progress meetings to discuss the Plans and Specifications, however, the Lessee’s role is purely advisory and all final decisions regarding the Plans and Specifications are at the County’s sole discretion. (c) Parties’ Cooperation. The Parties will assist and cooperate with one another in connection with reasonable requests by the other Party for any permit, license or other approval which may be reasonably necessary for or which will facilitate the development, operation and use of the Collier County Mental Health FacilityCentral Receiving Facility. (d) Construction Schedule. Lessor shall use commercially reasonable efforts to commence construction of the Mental Health FacilityCentral Receiving Facility, in accordance with the Plans and Specifications as herein provided, on or before the eighteen (18) month anniversary of the Effective Date, and shall thereafter diligently pursue to completion the construction of the Mental Health FacilityCentral Receiving Facility. If Lessor fails to timely commence construction in accordance with the Plans and Specifications as provided herein, then, subject to reasonable extension due to Acts of God or events outside the reasonable control of the County, Lessee may, after providing thirty (30) days’ written notice to Lessor with an opportunity to cure, elect to repurchase the Land for the same consideration paid by the County (i.e., $18.50), whereupon Lessor shall be obligated to transfer title to the Land back to Lessee, with Lessor responsible for all costs of satisfying outstanding indebtedness, if any, and this Lease shall terminate and be of no further force and effect. Page 367 of 2218 Page 368 of 2218 Page 369 of 2218 Page 370 of 2218 Page 371 of 2218 Page 372 of 2218 Page 373 of 2218 Page 374 of 2218 Page 375 of 2218 Page 376 of 2218 Page 377 of 2218 Page 378 of 2218 Page 379 of 2218 Page 380 of 2218 Page 381 of 2218 Page 382 of 2218 Page 383 of 2218 Page 384 of 2218 Page 385 of 2218 Page 386 of 2218 Page 387 of 2218 Page 388 of 2218 Page 389 of 2218 Page 390 of 2218 Page 391 of 2218 Page 392 of 2218 Page 393 of 2218 Page 394 of 2218 Page 395 of 2218 Page 396 of 2218 Page 397 of 2218 Page 398 of 2218 Page 399 of 2218 Page 400 of 2218 Page 401 of 2218 Page 402 of 2218 Page 403 of 2218 Page 404 of 2218 Page 405 of 2218 Page 406 of 2218 Page 407 of 2218 Page 408 of 2218 Page 409 of 2218 Page 410 of 2218 11B NAMING RIGHTS AGREEMENT THIS AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into on this 10/4 day of Decr,,s .ec ,2024,by and between DAVID LAWRENCE MENTAL HEALTH CENTER, INC., a Florida not-for-profit corporation ("DLC") and COLLIER COUNTY, a political subdivision of the State of Florida, ("County"). WITNESSETH: WHEREAS, on May 25, 2021, the Collier County Board of County Commissioners Board") approved a purchase and sale agreement with DLC for the County to acquire a vacant five-acre parcel of land upon which it would construct a Collier County Behavioral Health Center the"Facility"), along with a Long-Term Lease and Operating Agreement("Lease"), under which DLC would lease back the land from the County and operate the Facility; and WHEREAS, the Parties recognize the need to raise critical funding for operations and maintenance of the Behavioral Health Center; and WHEREAS, the DLC wishes to allow donors to make charitable gifts to DLC, and in consideration for such gift, name a space within the Behavioral Health Center; and WHEREAS, the Parties wish to enter into this Naming Rights Agreement setting forth the terms of conditions of naming rights within the Behavioral Health Center. NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, it is agreed by and between the parties 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, and all Exhibits referenced herein are made a part of this Agreement. 2. For so long as this Naming Rights Agreement is in effect,DLC shall be granted the exclusive right to enter into a Charitable Pledge Agreement with each donor in a form substantially similar to that in Exhibit A, attached. 3. DLC understands and agrees that all donations acquired in consideration for naming a space within the Behavioral Health Center shall be restricted specifically for use within the Behavioral Health Center and for no other reason. For clarification, this Naming Rights Agreement applies only to the naming rights to the Behavioral Health Center building and the donations received by DLC for such naming rights. DLC retains the rights, independent of this Naming Rights Agreement and the Behavioral Health Center, to grant naming rights in other buildings and properties and to receive donations in exchange for those rights. 4. Donations with naming rights shall be deposited into a segregated account owned by DLC. The Collier County Clerk of Courts and Comptroller is authorized to inspect, Page 411 of 2218 118 review or audit the accounts, books, records and activities of DLC as it relates to donations with naming rights in conformity with generally accepted government auditing standards. 5. Should the Lease be terminated for any reason, any maintenance and operating funds held in the segregated account, donated in consideration for naming rights, shall be transferred to the successor operator of the Behavioral Health Center, conditioned upon any successor operator being bound by the terms of this Naming Rights Agreement and the Charitable Pledge Agreement associated with such transferred funds. 6. Should the Lease be terminated for any reason, any unspent funds donated for furniture, fixtures or equipment donated in consideration for naming rights shall be transferred to the successor entity or the County, for expenditure in accordance with the purpose of the donation. DLC shall maintain an itemized inventory list of any furniture, fixtures, or other assets acquired in consideration for naming right. Upon termination of the Lease or upon DLC's vacation of the building, all such furniture, fixtures,or other assets acquired in consideration for naming right shall be donated to the successor entity or the County and shall remain with the building. 7. Naming rights previously granted shall remain in effect according to the terms of the Charitable Gift Agreement(s)under which those rights were granted. 8. DLC understands and agrees to comply with all requirements set forth in Florida Public Records Law, Section 119.0701, Florida Statutes, and shall: a. Keep and maintain public records required by the public agency. b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. c.Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement and following termination if DLC does not transfer the records to the public agency. d. Upon termination of this Agreement,transfer, at no cost, to the public agency all public records in possession of DLC or keep and maintain public records required by the public agency to perform the service. If DLC transfers all public records to the public agency upon completion of the contract, DLC shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If DLC. keeps and maintains public records upon termination of this Agreement, DLC shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. Page 412 of 2218 11B e. Failure by DLC to grant such public access and comply with public records requests shall be grounds for immediate unilateral termination of this Agreement by the County. DLC shall promptly provide the County with a copy of any request to inspect or copy public records in possession of DLC and shall promptly provide the County with a copy of DLC's response to each such request. 9. IF DLC HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THEIR DUTY TO PROVIDE PUBLIC RECORDS, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 341 12-5746 Telephone: (239) 252-8999 Email: PublicRecordRequestraOolliercountti fl.gov 10. The County may terminate this Agreement for convenience and without penalty with a thirty (30) days written notice. Should the Lease be terminated by either Party, this Agreement shall automatically terminate. However, the termination of this Agreement, for any reason, shall not terminate or alter the naming rights previously granted in any Charitable Pledge Agreements. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year hereinabove written. ATTEST: BOARD OF COUNTY COMMISSIONERS CRYSTAL K.A. j ,Clerk of the OF COLLIER COUNTY, FLORIDA Circuit 4 rA ler F, ,.„ By. I r Chris 1, hainnanAtie..Gil' n s, signature only. Appro .;s to form and legality:poi Sally A hkar A ista 4 unty Attornek S\ Ov DAVID LAWRENCE MENTAL HEALTH CENT 'R, INC. OT 1'BURGESS, President/CEO Page 413 of 2218 111B EXHIBIT A Charitable Gift Agreement between David Lawrence Mental Health Center, Inc. and XYZ Donor This Charitable Gift Agreement dated 2024 (the "Agreement"), by and between (i) XYZ (the "Donor"), and (ii) David Lawrence Mental Health Center, inc. ("DLC"). WHEREAS, DLC represents and warrants that (i) it is an organization described in the Internal Revenue Code section 501(c)(3), and (ii) is classified as a public charity under Internal Revenue Code section 509(a)(1), not a private foundation. WHEREAS, DLC is a Southwest Florida-based, Not-for Profit leading provider of behavioral health solutions dedicated to providing life-changing and life-saving behavioral healthcare through education, prevention, intervention, and treatment available to all. WHEREAS, the Donor wishes to promote and enhance the work of DLC and, to that end, the Donor wishes to make a charitable gift totaling XXX Dollars ($XXX) (the "Gift") to DLC, subject to the terms and conditions of this Agreement. WHEREAS, the Donor recognizes that the Gift will be used in support of the Hope for Collier: Building Stronger Minds Together Campaign. NOW, THEREFORE, the parties hereto agree as follows: 1. Gift. Donor hereby pledges for the use and benefit of DLC the following gift: $XXX Gift"). 2. Payment of the Gift. The Gift is an irrevocable pledge that will be paid to DLC according to specific schedule to be established between DLC and the Donor by XXXX a. Payment 1 b. Payment 2 c. Payment 3 d. Donor may accelerate the payment of this pledge at any time at Donor's discretion so long as the cumulative total of all gift payments are made on or before the schedule outlined above. Payments shall be paid by Donor to DLC via check, electronic funds transfer, stocks or other securities, or other methods acceptable to Donor and DLC. 3. Use of the Gift. The Gift shall be used in support of the Hope for Collier: Building Stronger Minds Together Campaign which shall be used solely for the purposes of Page 414 of 2218 11B funding the furniture fixture and equipment and/or operational and maintenance needs of the Collier County Behavioral Health Center ("CCBHC") 4. Acknowledgment. In consideration for the Gift, DLC will acknowledge the Gift by naming the XYZ space within the CCBHC a name which is agreeable to both the donor and DLC ("Name"). Before the Name is fabricated and physically placed in a visible location of the space, Donor shall have paid at least 50% of their pledge. Subject to the terms of this Agreement, the Name shall last as long as: a. Neither of the conditions described in paragraph 5 a. or 5 b. below occur; and b. DLC or a successor entity is operating the CCBHC for the purposes of providing behavioral health services from the building. 5. Termination of Naming.In addition to any rights and remedies available at law, DLC may terminate this Agreement and all rights and benefits of the Donor hereunder, including terminating the Name: a. In the event of any default in payment of the Gift as provided in this Agreement, or b. In the unlikely event DLC determines in its reasonable and good faith opinion that circumstances have changed such that the Name chosen by the Donor would adversely impact the reputation, image, mission or integrity of DLC, in the event of a continued association with Donor and the continuation of the Name provided for herein. Upon any such termination of this Agreement and/or the Name hereunder, DLC shall have no further obligation or liability to Donor and shall not be required to return any portion of the Gift already paid by the Donor. DLC, however, may in its sole and absolute discretion determine an alternative recognition for the portion of the Gift already received. 6. Modification of Name. If during the useful life of the Building, the Building is transferred or conveyed from DLC,closed, deconstructed, destroyed or severely damaged, significantly renovated, upgraded, or modified; relocated, or replaced, then the Name will cease. In such event, however, the Donor, if available, and in consultation with and as mutually agreed by DLC, will have the right, for no additional payment,to have another available and equivalent building named by the Donor, assuming such name complies with the terms of this Agreement. 7. Publicity. For purposes of publicizing the Gift and the Name,DLC will have the right, without charge, to photograph the Donor and use the Name, likenesses, and images of the Donor in photographic, audiovisual, digital or any other form of medium (the"Media Materials") and to use, reproduce, distribute, exhibit, and publish the Media Materials in any manner and in whole or in part, including in brochures, website postings, informational and marketing materials, and reports and publications describing DLC's development and business activities. Page 415 of 2218 8. Assignment. This Agreement and the rights and benefits hereunder may not be assigned by either party without the prior written consent of the other party, which consent shall be in the sole and absolute discretion of the non-assigning party. 9, Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the matters referred to herein, and supersedes all prior oral and written agreement, if any, of the parties in respect hereto. This Agreement may not be modified or amended except by written agreement executed by both parties hereto. The captions inserted in this Agreement are for convenience only and in no way define, limit, or otherwise describe the scope or intent of this Agreement, or any provision hereof, or in any way affect the interpretation of this Agreement. 10. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Florida without regard to any conflict of laws rule or principle that might refer the governance or construction of this Agreement to the laws of another jurisdiction. Subject to the sovereign immunity of the State of Florida, any legal proceeding brought in connection with disputes relating to or arising out of this Agreement will be filed and heard in Collier County, Florida, and each party waives any objection that it might raise to such venue and any right it may have to claim that such venue is inconvenient. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year hereinabove written. XYZ XYZ DAVID LAWRENCE MENTAL HEALTH CENTER, INC. SCOTT BURGESS, President/CEO EDWARD MORTON, Chairman Page 416 of 2218 Collier County Behavioral Health Center (CRF) Proforma Source: DLC FY25 FY26 FY27 FY28 FY29 FY30 FY31 FY32 IA. STATE SAMH FUNDING (1) Central Florida Behavioral Health Network 4,473,732 4,607,944 4,654,024 4,700,564 4,747,569 4,795,045 4,842,996 4,891,426 IB. OTHER GOVT. FUNDING (1) Other State Agency Funding - - - - - - - - (2) Medicaid (LIP Only)715,812 859,750 1,074,687 1,074,687 1,074,687 1,074,687 1,074,687 1,074,687 (3) Local Government - State Mandated and Opioid 946,085 948,811 1,272,499 1,272,499 1,272,499 1,120,500 1,120,500 1,120,500 (4) Federal Grants and Contracts - ARP Only 550,001 - - - - - - - (5) In-kind from local government only - - - - - - - - TOTAL GOVERNMENT FUNDING =2,211,898 1,808,561 2,347,187 2,347,187 2,347,187 2,195,187 2,195,187 2,195,187 IC. ALL OTHER REVENUES (1) 1st & 2nd Party Payments (included in 3rd Party)- - - - - - - - (2) 3rd Party Payments (except Medicare)3,714,237 4,238,159 5,202,930 5,306,989 5,413,129 5,521,391 5,631,819 5,744,456 (3) Medicare - - 1,471,371 1,500,798 1,530,814 1,561,430 1,592,659 1,624,512 (4) Contributions and Donations - - - - - - - - (5) Other 134,637 242,825 242,825 242,825 242,825 242,825 242,825 242,825 (6) Potential Revenue - 793,193 1,393,193 1,393,193 1,393,193 1,393,193 1,393,193 1,393,193 TOTAL ALL OTHER REVENUES =3,848,874 5,274,178 8,310,320 8,443,806 8,579,961 8,718,840 8,860,497 9,004,986 TOTAL ACTUAL FUNDING =10,534,504 11,690,683 15,311,530 15,491,556 15,674,717 15,709,072 15,898,679 16,091,599 PART II: ACTUAL EXPENSES EXPENSE CATEGORIES IIA. PERSONNEL EXPENSES (1) Salaries 6,436,245 6,758,058 9,323,601 9,510,073 9,700,274 9,894,280 10,092,165 10,294,008 (2) Fringe Benefits 1,262,214 1,284,031 1,771,484 1,806,914 1,843,052 1,879,913 1,917,511 1,955,862 TOTAL PERSONNEL EXPENSES =7,698,459 8,042,089 11,095,085 11,316,986 11,543,326 11,774,193 12,009,676 12,249,870 IIB. OTHER EXPENSES (1) Building Occupancy 538,753 544,140 879,587 897,179 915,123 933,425 952,093 971,135 (2) Professional Services 96,883 97,852 98,571 100,542 102,553 104,604 106,696 108,830 (3) Travel 93,005 93,935 141,491 144,321 147,207 150,152 153,155 156,218 (4) Equipment 16,500 16,665 17,367 17,715 18,069 18,431 18,799 19,175 (5) Food Services 245,939 248,399 383,776 391,451 399,280 407,266 415,411 423,720 CRF Projections 5.7.2025-Original Page 417 of 2218 Collier County Behavioral Health Center (CRF) Proforma Source: DLC FY25 FY26 FY27 FY28 FY29 FY30 FY31 FY32 (6) Medical and Pharmacy 156,418 157,983 255,501 260,611 265,823 271,140 276,562 282,094 (7) Subcontracted Services - - - - - - - - (8) Insurance 100,753 101,761 106,471 108,600 110,772 112,987 115,247 117,552 (9) Interest Paid - - - - - - - - (10) Operating Supplies & Expenses 172,706 174,433 182,558 186,209 189,933 193,731 197,606 201,558 (11) Donated Items - - - - - - - - (12) Other Expense - - - - - - - - TOTAL OTHER EXPENSES =1,420,957 1,435,167 2,065,321 2,106,628 2,148,760 2,191,735 2,235,570 2,280,281 TOTAL PERSONNEL & OTHER EXPENSES =9,119,416 9,477,256 13,160,406 13,423,614 13,692,086 13,965,928 14,245,247 14,530,151 IIC. DISTRIBUTED INDIRECT COSTS (b) Administration TOTAL DISTRIBUTED INDIRECT COSTS =2,353,925 2,401,004 2,881,204 2,938,828 2,997,605 3,057,557 3,118,708 3,181,082 TOTAL ACTUAL OPERATING EXPENSES =11,473,341 11,878,259 16,041,610 16,362,442 16,689,691 17,023,485 17,363,955 17,711,234 IID. UNALLOWABLE COSTS - - - - - - - - IIE. CAPITAL EXPENDITURES - - - - - - - - TOTAL ALLOWABLE OPERATING EXPENSES =11,473,341 11,878,259 16,041,610 16,362,442 16,689,691 17,023,485 17,363,955 17,711,234 Operational Income (938,837) (187,576) (730,080) (870,886) (1,014,974) (1,314,413) (1,465,276) (1,619,635) CRF Projections 5.7.2025-Original Page 418 of 2218