Backup Documents 06/10/2025 Item #11A ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP '31 1 A
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist.and forward to the County Attomey Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. Jennifer A. Belpedio Real Property Manager, TMSD JAB 6/10/25
2. Sally A. Ashkar County Attorney's Office c)3V '`wy 11 Di
3. Minutes and Records* Clerk of Court's Office &161 ;
PRIMARY CONTACT INFORMATION
/o egi,.* +Oa
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Jennifer A. Belpedio Phone Number 239-252-8780
Contact/ Department Real Property Manager, TMSD
Agenda Date Item was June 10, 2025 Agenda Item Number 11. A
Approved by the BCC
Type of Document 1) Fourth Amendment to Vacant Land Number of Original 1 of each
Attached Contract and attachments*; Documents Attached
2) First Amendment to Naming Rights
Agreement
PO number or account N/A
number if document is
to be recorded
*Please note: The Lease attached to the Fourth Amendment to the Vacant Land Contract is NOT to be
executed. It will be routed for execution at closing.
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature?STAMP OK N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information (Name;Agency; Address; Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the JAB
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JAB
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on above date,and all changes made during • N/A is not
the meeting have been incorporated in the attached document. The County ��' an option for
Attorney's Office has reviewed the changes, if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC, all changes directed by the BCC have been made,and the document is ready for the an option for
Chairman's signature. this line.
1:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
1A
FOURTH AMENDMENT TO VACANT LAND CONTRACT
"Phis Fourth Amendment to the Vacant Land Contract is made and entered into this an
iO4k , day of Jc,,e, , 2025, 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" or
"County").
RECITALS:
WHEREAS,the Parties entered into a Vacant Land Contract dated June 22,2021,together
with an Addendum(collectively referred to as the"Agreement"),which was amended on April. 12,
2022, May 9,2023,and again on May 14, 2024; and
WHEREAS, the Agreement requires that at Closing, Buyer and Seller would enter into a
Lease and Operating Agreement with respect to the Property and the Mental Health Facility (the
"Facility") in a form consistent with the Collier County Standard Form Long-Term Lease and
Operating Agreement identified as Exhibit"A"to the Agreement; and
WHEREAS, Buyer and Seller wish to modify the Collier County Standard Form Long-
Term Lease and Operating Agreement, as identified as Exhibit"A" to the Vacant Land Contract,
to revise the Lease and add a formal Operating Agreement as Exhibit "C".
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.
2. Exhibit "A" to Vacant Land Contract is hereby replaced with an updated Collier County
Standard Form Long-Term Lease and Operating Agreement ("Lease"), attached hereto to
include an exhibit containing an Operating Agreement for the Facility. Additionally, the
Lease has been modified throughout to reflect that the facility constructed shall be a Central
Receiving Facility, to be known as the Behavioral Health Center. The Lease has been
further modified to reference the Operating Agreement throughout, along with minor
clarifications related to HVAC maintenance and insurance.
3. Except as modified by this Fourth 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 Fourth Amendment shall prevail,
1 1 A
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day
and year hereinabove written.
,SFr„
AT 'ET .7, ^, BOARD OF COUNTY COMMISSIONERS
CR?STA� ICICINZEL, Clerk of the OF COLLIER COUNTY, FLORIDA
CircultCouut.& toi'ilparoller
• By.
sp' halts*s u aun ers, hairman
Ogr4fu44 6iity,
Approv s to form and legality:
y shkar.._..
Assistant County Attorney
DAVID LAWRENCE MENTAL
l'L� HEALTH CENTER, INC.
J �`
By z _L
SCOT : BUR "ESR, President/CEO
o�
INSTR 6697381 OR 6481 PG 2162
RECORDED 6/23/2025 11:03 AM PAGES 25
CLERK OF THE CIRCUIT COURT AND COMPTROLLER
COLLIER COUNTY FLORIDA
REC$214.00
COLLIER COUNTY STANDARD FORM
LONG-TERM LEASE AND OPERATING AGREEMENT
COLLIER COUNTY CENTRAL RECEIVING FACILITY
This Long-Term Lease and Operating Agreement (hereinafter referred to as "Lease or
Agreement") is entered into this AO day of _, 2025 ("Effective Date"), by and
between David Lawrence Mental health Center, 1 c., a Florida not-for-profit corporation, whose
mailing address is 6075 Bathe), 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 fur 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 "Central Receiving
Facility"); and
WHEREAS, County intends to construct the Central 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 Central Receiving Facility from the County, and to operate the Collier County Central
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 1 of 15
WITNESSETH:
NOW. THEREFORE, in consideration of Ten Dollars (S 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 Central Receiving Facility, which use the Board of County
Commissioners has found to he in the public's interest. In the event David Lawrence shall cease
to use the Premises as a County Central 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 2 of 15
6. Permissible Alterations and Additions to Premises. Following construction,
Lessee may not make any alterations or additions to the Collier County Central 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.
7. 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 30`h year anniversary
date of issuance of a Certificate of Occupancy for the Collier County Central 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 Central
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 Central
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 Central 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 22 hereof
8. Rent. The Lessee agrees to pay the Lessor the sum of S1.00 per annum, in advance,
for each year of the term.
9. 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 11.
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
party may at its own cost and expense participate in the legal defense of such claim, with legal
counsel of its choosing.
Page 3 of 15
10. 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.
11. 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, , 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.
12. 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.
13. Casualty and Condemnation
a. Casualty. If the Premises are destroyed, rendered substantially uninhabitable,or
damaged to any material extent, as reasonably determined by Lessee and Lessor, by fire or other
casualty, and Lessor must use the insurance proceeds, hereinafter referred to as "Proceeds," to
rebuild or restore the Premises to substantially its condition prior to such casualty event unless the
Lessor provides the Lessee with a written determination that rebuilding or restoring the Premises
to such a condition with the Proceeds within a reasonable period of time is impracticable or would
not be in the best interests of the Lessor, in which event, Proceeds shall be promptly remitted to
Lessor. If the Lessor elects not to repair or replace the improvements, then Lessee or Lessor may
terminate this Lease by providing notice to the other party within ninety (90) days after the
occurrence of such casualty, and in such event Lessor shall as soon as practical demolish the
improvements and convey title to the Land to Lessee(free and clear of all monetary encumbrances)
at no cost to Lessee, and the Lease shall terminate. The termination will be effective on the date
Page 4 of 15
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.
1 4. 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.
15. 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 I.essee 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.
16. 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.
Page 5 of 15
17. 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.
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 Five Hundred Thousand and 00/100 Dollars ($500,000.00) 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 (S3,000,000) in the aggregate. Lessor reserves the right to
increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to
initiate such policy limit increase.
g. Lessor shall be added as an additional insured on the Property Insurance
policy as their interest may appear. Lessor shall also be added as an additional insured on the
Commercial General Liability policy. The above-described insurance policies shall list and
continuously maintain Lessor as an additional insured thereon. Evidence of such insurance shall
be provided to Lessor and the Collier County Risk Management Division, 3311 East Tamiami
Trail, Administration Building, Naples, Florida, 34112, for approval prior to the commencement
of this Lease;and shall include a provision requiring not less than ten (10)days prior written notice
to Lessor in the event of cancellation or reduction in policy(ies) coverage. If such amounts are
less than good insurance practice would require, Lessor reserves the right to reasonably amend
their insurance requirements by issuance of notice in writing to Lessee, whereupon receipt of such
Page 6 of 15
•
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.
h. Failure to continuously abide with all of these insurance provisions shall be
deemed to be a material breach of this Lease and Lessor and Lessee, as applicable. shall have the
remedies set forth below.
18. 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 l xhibit 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
may be immediately terminated by Lessor except to the extent then
prohibited by law.
Page7of15
b. Remedies of Lessor.
In the event of the occurrence of any of the foregoing defaults following
written notice to Lessee with opportunity to cure, Lessor, in addition to any
other rights and remedies it may have, shall have the immediate right to re-
enter and remove all individuals,entities and/or property from the Premises.
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:
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
Page 8 of 15
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.
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
19. 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.
20. 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.
21. 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.
22. 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
Page 9 of 15
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.
23. 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.
24. 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
Page 10 of 15
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.
25. 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.
26. 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.
27. Lessee shall execute this Lease prior to it being submitted for approval by the Board
of County Commissioners. This Lease may be recorded by the County in the Official Records of
Collier County, Florida, within fourteen (14) days after the County enters into this Lease, at
Lessee's sole cost and expense.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE AND EXHIBITS TO FOLLOW
Page 11 of 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.
llillBy:
fitness(signature) S tt B gess, resi I nt
_l/1t U. IJ(4(&
(print name)
30%���e�`�3 113
1,3�vd,
r
(p ,nt address)
1
N*414/A
n ss(si na re)
Pelf ISE
(print name)
2si &tt 1 i_eLL ba.
14 Af e5,_ 34-ta,*_
(print address)
State of Florida
County of Collier
The foregoing instrument was acknowledged befo a me by means of[X] physical presence or[__] online
notarization, this le day of sue 2025 •y Scott Burgess, as President of David
Lawrence Mental Health Center, Inc., who is perso . ly .wn or [ ] has produced a driver's license
as identification.
[Notary Seal] Notary Public
Printed Name: I2 N1.$c A s N4:1
4iiiwi4.,, DENISE ARMSTRONG
tr ''� ` Notary Public•State of Florida My Commission
'�`� Commission it HH 518532
' of%• My Comm Expires Apr 11,2028 Expires: O4 2 l—2a 2 b
Bonded through National Notary Assn,
Page 12 of 15
i CA 0 J
AS TO THE COUNTY:
A'I"TESTL. BOARD OF COUNTY COMMISSIONERS.
Crystal K. Kinzel.,.Clet$ COLLIER COUNTY, FLORIDA
By: i``1'r By: � - 4 b
.A111110000 Cheirltian' ;� uty er urt L. aunts, Chairman
Approv:i as to form and legal sufficiency:
S. ly hkar, Assistant County Attorney
V
Page 13of15
1
EXHIBIT A
Legal Description
Tract 66, Unit 30, Golden Gate Estates, according to the plat thereof as recorded in Plat
Book 7, Page 58, of the Public Records of Collier County, Florida.
Page 14 of 15
ti.
EXHIBIT B
Construction of the Collier County Central Receiving Facility
(a) Improvements. The County will improve the Premises by constructing thereon the
Collier County'Central Receiving Facility, at its own cost and expense. For the Term of the Lease,
Lessee shall use the Premises as a public behavioral and Central 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 lise 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 Central Receiving Facility.
Accordingly, the County shall prepare and submit site plans, construction plans, specifications,
drawings and related documents (the "flans 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 Central Receiving Facility.
(d)Construction Schedule. Lessor shall use commercially reasonable efforts to commence
construction of the Central 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 Central 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., S I 8.50), 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 he of no further force and effect.
Page 15of15
Exhibit C
TERMS OF OPERATING CENTRAL RECEIVING: FACILITY
I. COMMENCEMENT OF SERVICES. Subject to Force Majeure. the Central
Receiving Facility (CRF) shall be open for business to the public no later than one hundred twenty
(120)days after the issuance of-Certificate of-Occupancy. which is the currently anticipated time to
obtain state licensures and inspections following building completion and furnishing. The Lessor
(also referred to herein as "Collier County" or "County") will advise Lessee of the projected date
of Certificate of Occupancy at least ninety (90) days prior to allow for ordering and delivery of
FF&E(described in the Lease and herein).
? ,STATEMENT OF WOR1{. I.essee (sometimes also referred to herein as"David
Lawrence" or "DLC") shall provide a professionally managed, properly staffed. and operated
Central Receiving Facility. consistent with Section 394.4573 and 397.431, Florida Statutes. with
24-hour assessment. inpatient and related services that serve as a single point or a coordinated
system of entry and treatment for individuals needing or being deemed to need acute care and
stabilization, which is expected to include the following target populations:
• Individuals needing evaluation or stabilization under s. 394.463, F.S., the Baker Act:
• Individuals needing evaluation or stabilization under s. 397.675, F.S..the Marchman Act;
and
• Individuals needing crisis services as defined in ss. 394.67(18)-(19), F.S.
3. SCOPE OF SERVICES, Once the Central Receiving Facility ("CRF") is
constructed by the County and open for business to the public. David Lawrence will provide the
following services ("Services"):
a. The C RF will he open 24 hours a day. seven days a week;
b. David Lawrence shall provide 87 beds, comprised of(but subject to
reallocation depending on client demand and as approved by the
County Manager or his/her designee):
i. 45 dually licensed Baker Act and Marchman Act
Crisis Stabilization beds;
ii. 30 licensed psychiatric hospital beds capable of
serving Medicare patients; and
iii. 12 Emergency Behavioral Health Assessment
Center(ESAC) observation beds
DLC understands and agrees that the operation of the new 87-bed
CRF shall not result in, or he the basis for. any reduction in the
number of permanently licensed Baker Act/ESAC/crisis
stabilization beds operating from its facility located at 6075 Bathey
Lane (Bathey Lane Campus). David Lawrence Center shall
continue to operate such permanently licensed Baker
Acti'ESACicrisis stabilization beds as a companion service on the
Bathey Lane Campus. at a minimum of 33 such beds upon opening
of the CRF.
c. The CRF will act as a single drop-off location for law enforcement
Page 1 of 10
for individuals in need or in crisis. including those who require the
use of the Florida Mental Health Act(Baker Act)and Substance Use
Crisis Services (Marchman Act);
d. Receive individuals on voluntary and walk-in basis for crisis care
and emergency behavioral health services;
c. Make available initial crisis assessments, triage. and related services:
f, Follow the MOUi Transportation Plan entered into between DLC and
the Collier County Sheriff's Office on June 27. 2023. as may be
updated or renewed from time to time; and
g. Comply with all applicable Department of Children and Families
(DCF) evidence-based guidelines, as the same may be amended from
time to time.
4. FURNITURE.FIXTURES AND EOUPMENT(FF&El, David Lawrence shall
be responsible for the purchase. procurement. and replacement of all furniture. fixtures and
equipment for the CRF for the duration of the Lease,subject to the maintenance obligations outlined
in paragraph II of the Lease. This obligation includes any security-video management systems and
cameras. artwork, and medical equipment. Furniture, fixtures. and equipment is further addressed
by Section 15 of the Lease and the Naming Rights Agreement dated December 10, 2024, as
amended.
5. LICENSURE ANi) ACCREDITATION. David Lawrence shall submit and
receive approval of an Application for Designation as a Receiving Facility from DCF. At all times
during its operation of the Central Receiving Facility. David Lawrence shall remain (i) qualified
and appropriately licensed to provide the services described herein and (ii) designated by the State
of Florida as a Baker Act and Marchman Act Receiving Facility. David Lawrence shall have all
licensure required by Florida Law. DC.F. and the Agency for Health Care Administration (MICA)
to perform these Services. David Lawrence shall provide proof of the following licenses and reports
to the County within thirty (30) days of receipt by DLC.except where otherwise provided:
a. ACHA licensure reviews:
b. DCFICFBI IN licensure reviews. respectively as applicable:
c. Joint Commission accreditation report: and
d. Annual single audit (which shall be due to the Count) w ithin 180 days
following such audit).
If David Lawrence loses its license. qualification. or designation making it not able to provide the
Services. David Lawrence will immediately notify the County upon David Lawrence's knowledge
of such status. and shall have thirty (30) days to reinstate (or commence to reinstate, if the time
period to reinstate such license, qualification or designation reasonably requires more than 30 days)
any such licensure. qualification or designation.
6. STAFFING. David Lawrence will provide the Services with skill and care
exercised by qualified professionals. David Lawrence shall adhere to staffing requirements set forth
by AHCA and the 1)CF.
7. COLLABORATION. The Parties acknowledge that the CRF will not be able to
Page 2 of 10
l t:;
operate optimally if David Lawrence is not able to collaborate with other local healthcare and
behavioral health service providers. David Lawrence will make every reasonable effort to enter into
coordination agreements. or similar written understandings. with the other local receiving facilities
designated by the State of Florida. It is understood that David Lawrence's ability to do so is subject
to the collaboration and cooperation of these other receiving facilities.
Further, representatives from the County and David Lawrence shall cooperate with each
other in effectuating current industry and sustainable standards for operation of the CRF and/or the
number of Baker Act/ESAC/crisis stabilization beds on the Bathcy Lane Campus. and, in that
regard, David Lawrence shall have the right to present evidence-based alternatives to the standards
set forth in this Agreement upon every' third year anniversary of the Lease. or earlier change in
applicable law or licensure requirements. for consideration by the County. The County agrees,
through the County Manager or his/her designee. to negotiate in good faith to undertake such
suggestions by David Lawrence. Upon successful negotiations. the proposed alternative shall be
adopted. If the negotiations arc not successful within 60 days of commencement of the negotiation
period, then David Lawrence may appeal directly to the Board of County Commissioners. The
Board of County Commissioners may. (i ) approve the proposed alternative, or (2) disapprove the
proposed alternative ("ferminatable Event 1' ). in which case the provisions of Section 25 of this
Agreement shall apply. The parties agree to in any case work through this process in good faith
with reasonable diligence so operational standards over the term of the Lease reasonably account
for input from D1._C. as the operator and licensed expert in mental health services.
8. ANNUAL PERFORMANCE MEASURES. David Lawrence is committed to
achieving the following performance measures as part of its service delivery' and, subject to Force
Majeure. shall ensure that the following Performance Measures are met annually as an averaged
benchmark while the Lease is in effect:
a. 100%of persons who walk into the CRF requesting screening services shall
he screened as soon as practicable. but shall not exceed 24 hours:
h. 100% of persons brought in to the CRF involuntarily by law enforcement
under Baker Act will be evaluated. Appropriate admission to the CRF or
other Crisis Stabilization Unit/inpatient units will be provided upon
evaluation and determination by DEC staff that is medically required;
c. 100% of persons brought in involuntarily under the Marchman Act will he
evaluated. Appropriate admission to the CRF or other Crisis Stabilization
Unit/Inpatient units will he provided upon evaluation and determination by
David Lawrence staff that admission is medically required;
d. A minimum of 95°ro of persons determined by the assessment process to need
outpatient services will he offered an appointment with an appropriate
provider_within seven (7)business days of the assessment;
c. A minimum of 80% of persons referred to outpatient services who provide
correct contact information but do not present for their scheduled
appointment will receive a follow-up outreach attempt within seventy-two
(72) business hours following the scheduled appointment, and offered 1
alternative appointment;
f: 90% of clients are provided with a client satisfaction questionnaire at
discharge:
g. No more than 40% CSU and Addiction Receiving Facility readmissions
within thirty (30) calendar days for customers referred internally for post
Page 3 of 10
CSU discharge services:
h. Drop-off processing time by law enforcement officers for admission to crisis
services are maintained at an average of the greater of(i) no more than 15
minutes or(ii)as established by DCF from time to time;and
i. The total number of admissions annually is at least 500 admissions.
9. DATA SHARING, Subject to IIIPAA and other applicable data protection and
confidentiality laws and regulations. David Lawrence shall participate in the Mental health and
Substance Use Disorder Data Collaborative(s) for data sharing. collection and outcomes reporting
established by Collier County.
10. FUNDING, With the exception of the County's maintenance obligations of the
CRF as set forth in Section 11 of the Lease as well as local match funding requirements established
under F.S. 394.76(9)(a). it is understood and agreed that any funding by Collier County for
construction of the CRF is not operational funding. !)avid Lawrence shall also seek operational
funding from other sources,including.but not limited to.excess proceeds generated by theNarningRights
Agreement_ as applicable. and governmental funding sources such as grants and Medicaid
reimbursement. for operation of the CRF. It is understood and agreed by the parties that the
projected revenues to operate the CRF include the current levels of Federal.State and Collier County
government 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. The request must he accompanied by correspondence by DI.0
requesting financial support for operation of the CRF from the participating hospital system(s).
municipalities in Collier County. philanthropic organizations which have previously pledged
funding commitments for operation of the CRF. and the local school district. and the stakeholder's
response, if any, received within 30 days of the date of DLC's correspondence. The County
Manager will present the funding request to the Board of County Commissioners as soon as
reasonably practical.and the Board of County Commissioners may(1)approve and fund the amount
requested, (2) allow for an adjustment to the level of services proportionate to actual revenue until
such time as governmental funding resumes to prior levels to enable a full-service operation. or(3)
disapprove both the funding request and adjustment in level of service("Tcrminatahle Event 2"). in
which case the provisions of Section 25 of this Agreement shall apply.
11. DATA REPORTING, David Lawrence shall furnish to the County an annual
Performance Measure Report, showing the performance measures noted in paragraph 8. The
Performance Report will he provided within thirty (30) business days after the end of each fiscal
year(October 1 to September 30)of the Lease. E)LC shall also provide the following data elements in their
reports;
a. County residents vs. non residents;
h. High utilizer data over the annual period:
c. The number of permanently licensed Baker Act/ESAC/crisis
stabilization beds operating on the Bathey Lane Campus;
d. if provided by the applicable third party to David Lawrence in a
timely manner. David Lawrence will also include the following data
points as reported to it by such third parties:
i. I lospital transfer referral data;
ii. Crisis Intervention Team (Cli') data;
Page 4of10 ��
iii. Emergency room visit data; and
iv. Jail diversions as a result of the CRF.
All data, as applicable. shall he reported through the Mental Health and Substance Use
Disorder Data Collaborative.
12. JNCIDENT REPORTS. In addition to any mandatory reporting requirements,
Lessee shall also report to the County knowledge or reasonable suspicion of abuse, neglect, or
exploitation of an aged person or disabled person. During the term of this Agreement,subject to client
and stair confidentiality and the Business Associate Agreement between the County and DLC. as may be
amended or renewed from time to time. I.essee must report to the County in writing,within one business
day of Lessee's actual knowledge of such occurrence, any sexual assault, death, suicide,or violent
crime incidents that occur at the CRF property. The Collier County Standard Incident Report Form
shall be used to report all such incidents.
13. PENALTIES FOR NONCOMPLIANCE AND NONPERFORMANCE.
Notwithstanding anything in the Lease to the contrary. Corrective Action Plans shall he County's
sole and exclusive remedy for DLC's failure to meet the Performance Standards set forth in
paragraph 8 under this Agreement. Penalties in the form denying future grant or Low Income Pool
("LIP") funds for any David Lawrence facility, related entity, or subsidiary organization may be
imposed if corrective actions are not implemented or if there is insufficient progress on or failure to
implement Corrective Action Plans. The escalation policy for noncompliance is as follows:
a. initial Noncompliance
i If David Lawrence does not meet the Performance Measures
outlined in paragraph 8, the County shall notify David
Lawrence and may issue a report detailing Findings or
Concerns to David Lawrence.
ii. David Lawrence shall be required to submit a Corrective
Action Plan to the County within 30 days following issuance of
the report.
iii. If there are pending grant or disbursements to David Lawrence,
any pay requests for grant or LiP funds that have been
submitted to the County for payment will be held until the
Corrective Action Plan is submitted to the County.
h. Failure to Submit Corrective Action Plan
i. If David Lawrence fails to submit the Corrective Action Plan
to the County in a timely manner, the County may, in the next
fiscal year. withhold up to 10% of otherwise awarded grant or
LIP funds. at the sole discretion of the Collier County Board of
County Commissioners ("Board").
c. Continued Noncompliance or Recurrent Issues
i If David Lawrence continually fails to submit the Corrective
Action Plan or repeats the same failure to meet a Performance
Standard continuously over a 3 year period, the County may, in
the next fiscal year. withhold up to 100%of grant or LIP funds,
at the sole discretion of the Board.
ii. David Lawrence may he denied future consideration for grants
or LIP funds. at the sole discretion of the Board.
Page 5of10
Failure of the Lessee to perform any material covenant or condition in this Operating
Agreement, with the exception of the Performance Measures set forth in paragraph 8. is subject to
Section 18.a.x of the Lease. and Lessor's sole remedy is to terminate the Lease following the notice
and cure provisions thereof. In no event shall either Party seek or have the right to seek monetary
damages for a default under this Operating Agreement.
14. RECORDS. REPORTS.AND AUDITS. During the term of this Agreement. the
Lessee shall establish and maintain such records as now exist and may hereafter be reasonably
prescribed by the County in the future to provide evidence that all terms of this Agreement have
been and arc being observed. The I.essce grants to the County the right and authority to audit all
records documents, and books pertaining to the CRF operation, subject to IIiPAA and other
applicable laws. Such audit will he conducted at a frequency determined by the County and
communicated to the Lessee. but no more frequently than biannually. The Lessee agrees to provide
materials fbr the audit at the place designated by the County within ten(10) business days after the
County's notice to do so is received by Lessee all at no cost to the County. The agreement to provide
materials for audit extends to the Office of the Clerk of the Circuit Court.as"ex-officio clerk of the
Board of County Commissioners,auditor.recorder, and custodian of all county funds."
The Lessee further agrees to maintain reasonably appropriate accounting, operating. and
administrative controls governing the financial aspects of the CRF. such controls to be consistent
with professionally accepted accounting practices.
DLC shall prepare and submit to the County an annual pro forma report for the CRF. in a
form substantially similar to the DC'F CFM1-1-1037 format,detailing projected revenues,expenses,
and cash flow for the upcoming DLC fiscal year. A draft pro forma shall be submitted to the
County no later than April 1 of each vicar, with a final version provided by July 31 of each year.
The pro forma shall be used by the County solely for oversight. planning. and coordination
purposes. and pro forma projections shall not be binding on either party. The submission of this
report is a continuing obligation under this Agreement and shall not be contingent upon the
County's financial participation in the project.
15. NO IMPROPER USE. The Lessee will not use, nor knowingly suffer or permit
any person to use in any manner whatsoever, the CRF for any purpose in violation orally federal,
state, county or municipal ordinance, rule, order or regulation. or of any governmental rule or
regulation now in effect or hereafter enacted or adopted.
16. EMPLOYEES, The Lessee shall employ appropriate personnel to work at the
Central Receiving Facility who have passed a Level 2 Background Screening, or any AHCA
required background screening. Subject to the American with Disabilities Act. Lessee shall supply
competent employees, who arc physically capable of performing their employment duties. The
Lessee shall have an experienced staff person overseeing the operations at all times when open
for business.
Lessee is formally acknowledging without exception or stipulation that it and its
contractors are fully responsible for complying with the provisions of the Immigration Reform and
Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either
Page 6of10
may be amended. Failure by the Lessee and its contractors to comply with the applicable laws
referenced herein shall constitute a breach of this Agreement and the County shall have the
discretion to unilaterally terminate this Agreement consistent with the termination provisions
provided in the Lease (including notice and cure provisions).
Statutes and executive orders require employers to abide by the immigration laws of the
United States and to employ only individuals who are eligible to work in the United States. The
Employment Eligibility Verification System (f,-Verify)operated by the Department of Ilomeland
Security(DHS)in partnership with the Social Security Administration(SSA),provides an Internet-
based means of verifying employment eligibility of workers in the United States: it is not a
substitute for any other employment eligibility verification requirements.
Lessee and its contractors are required to enroll and comply with the F-Verify program,
and provide acceptable evidence of its enrollment. at the time of the execution of this Lease.
Acceptable evidence consists ofa copy of the properly completed 1 -Verify Company Profile page
or a copy of the fully executed I -Verify Memorandum of Understanding for the company.
Additionally, the Lessee shall require all subcontracted contractors working at the Premises and to
use the E-Verity system for all purchases except: (1) commodity based procurement where no
services are provided, and (2) where otherwise waived by the County.
For additional information regarding the Employment Eligibility Verification System (E-
Verify)program visit the following website: www.dhs.jov!E-Verity. It shall be the Lessee's
responsibility to familiarize themselves with all rules and regulations governing this program.
17. NO DISCRIMINATION. There shall he no discrimination as to race, gender.
color. creed or national origin in the operations referred to by this Agreement: and further, there
shall be no discrimination regarding any use. service, maintenance, or operation of the premises.
All facilities located on the premises shall he made available to the public, subject to the right of
the Lessee to establish and enforce rules and regulations to provide for the safety,orderly operation,
and security of the facilities.
18. ANNUAL DISASTER PLAN. Lessee shall meet with the County Manager or the
Manager's Designee for the formulation of an annual disaster plan to ensure the improvements on
the Premises have been properly secured for hurricane approach. The annual disaster plan shall be
updated and submitted to the County no later than May 1st of each calendar year. Lessee will be
required to secure all items owned and maintained by the Lessee.
19. ,SAFETY ANI) SECURITY. The Lessee must provide at its expense any security
measures to protect its area, equipment. and materials. consistent with applicable law, The County
will not assume any responsibility for area security or alarms other than routine law enforcement
patrols. The Lessee is to have a ‘Aritten safety and security plan for the CRT. The Lessee will
cooperate with all jurisdictional law enforcement agencies and personnel consistent with applicable
laws.
20. SIGNAGE. All marquee and monument physical signage about the Premises shall
be as approved by County and shall contain the words: "Collier County Behavioral Health Center."
Other signage shall he constructed and maintained to County standards as defined by the Code
Page 7 of 10
Compliance Department.
21. COMPLIANCE WII'II LAWS. 11y executing and entering into this Agreement,
the Lessee is formally acknowledging without exception or stipulation that it agrees to comply,at
its own expense, with all federal.state and local laws.codes,statutes,ordinances,rules. regulations
and requirements applicable to Lessee, including but not limited to those dealing with the
immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may he amended; taxation, workers' compensation, equal employment
and safety including. but not limited to. the Trench Safety Act, Chapter 553, Florida Statutes. and
the Florida Public Records Law Chapter 119. including specifically those contractual requirements
at F.S. § II9.0701(2)(a)-(b) as stated as follows:
IF THE LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE LESSEE'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tam iami Trail East,Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8999
Email: publicllccordRequest e colliercount.yf1,aov
To the extent applicable. the Lessee must specifically comply with the Florida Public Records
Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. 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.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law fir
the duration of the contract term and following completion of the contract ifthe
lessee does not transfer the records to the public agency.
4. Upon completion of the contract. transfer. at no cost, to the public agency all
public records in possession of'the Lessee or keep and maintain public records
required by the public agency to perform the service. If the Lessee transfers all
public records to the public agency upon completion of the contract, the Lessee
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Lessee keeps and
maintains public records upon completion of'the contract, the Lessee shall meet
all applicable requirements for retaining public records. All records stored
electronically must he 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.
if Lessee knowingly observes that the Lease is at variance therewith, it shall promptly notify the
County in writing. Failure by the Lessee to comply with the laws referenced herein shall constitute
Page 8 of 10,,
a breach of this Agreement and the County shall have the discretion to terminate the Lease in
accordance with the terms thereof'.
'? CONFIDENTIALITY,David Lawrence. its officers,agents.and employees,shall
maintain the confidentiality of all Protected I Icalth information (PHi). as defined under the I lealth
insurance Portability and Accountability Act of 1996 (I11PAA) and its implementing regulations
(45 C.F.R. Parts 160 and 164). Such information shall not be disclosed or used except as permitted
or required by applicable law, this Agreement, or in accordance with the DLC's policies and
procedures.
?3. JIIPAA COMPLIANCE, !)avid Lawrence, its officers, agents. and employees
shall comply with all applicable provisions of IiIPAA, the Health Information Technology for
Economic and Clinical I lealth (HiTECi-1) Act, and any state or federal laws governing the privacy
and security of health information. DLC shall implement appropriate administrative. physical. and
technical safeguards to ensure the confidentiality. integrity. and security of P111 accessed.
maintained. or transmitted on behalf of DEC. Each Member. Manager. and any authorised
representative of DEC shall maintain the confidentiality of all Protected Health Information (P1 II).
as defined under the Health Insurance Portabilit and Accountability Act of 1996 (HIPAA) and its
implementing regulations(45 C.F.R. Parts 160 and 164). Such information shall not be disclosed or
used except as permitted or required by applicable law. this Agreement (to the extent it does not
conflict with Lessee's obligations regarding confidentiality under applicable law). or in accordance
with DEC's policies and procedures.
24, JNDEMNIFICATION. To the maximum extent permitted by Florida law, the
Lessee shall defend, indemnify and hold harmless Collier County', its officers and employees from
any and all liabilities. damages, losses and costs, including. but not limited to, reasonable attorneys'
fees and paralegals' fees, whether resulting from any breach of this Agreement by Lessee, any
statutory or regulatory violations. or from personal injury, property'damage, direct or consequential
damages.or economic loss, all to the extent caused by the negligence,recklessness, or intentionally
wrongful conduct of the Lessee or anyone employed or utilized by the Lessee in the performance
of this Agreement. This indemnification obligation shall not be construed to negate. abridge, or
reduce any other rights or remedies which otherwise may' be available to an indemnified party or
person described in this paragraph. This section does not pertain to any incident arising from the
negligence, willful neglect or intentional misconduct ofC'ollier County'.
The duty to defend under this section is by a law firm of Lessee's selection and is independent and
separate from the duty to indemnify,and the duty to defend exists regardless of any ultimate liability'
of the Lessee. County. and any' indemnified party. The duty to defend arises immediately upon
presentation of a claim by' any party and written notice of such claim being provided to Lessee.
Lessee's obligation to indemnify and defend under this section will survive the expiration or earlier
termination of the i.ease until it is determined by final judgment that an action against the County
or an indemnified party for the matter indemnified hereunder is fully and finally' barred by the
applicable statute of limitations.
25. RECIPROCAL RELEASE. Either party shall have the right to terminate the Lease
upon written notice to the other party within 30 days of the date of Terminatable Event 1 and.'or
Terniinatable Event 2. The termination shall be effective 9 months following the date of the
Page 9 of 10
termination notice, or earlier expiration of the current Lease term: provided it is understood that
operations following the termination notice shall he provided proportionate to the level of actual
available revenue for the CRY. and in no event during such period will either party be declared in
default of the Lease. If the Lease is terminated as provided herein. David Lawrence shall have the
option to purchase the CRF based on the timing and valuation set forth in Section 7 of the Lease.
26. FORCE MAJEURE. In the event David Lawrence is prevented or delayed in the
performance of any covenant or obligation under this operating agreement due to delays caused by
fire, casualty, catastrophe. strikes or labor trouble. civil commotion, acts of God, pandemic.
governmental prohibitions or regulation, or other natural causes beyond its reasonable control. the
period of such delay shall he added to the time for performance thereof.
Page 10 of 10
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FIRSI'AMENDMENT TO
NAMING RIGHTS AGREEMENT
THIS FIRST AMENDMENT (hereinafter referred to as the "Amendment") is made and
entered into on this IDu' day of Sun,6_..___, 2025, 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,
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, on December 10, 2024, the Parties entered into a Naming Rights Agreement
(the "Agreement") setting forth the framework to raise critical funding for operations and
maintenance of the Behavioral Health Center; and
WHEREAS, the Parties wish to amend the Agreement to add clarity regarding usage of
funds acquired through naming rights.
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.
2. Paragraph 3 of the Naming Rights Agreement is hereby amended as follows:
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. Proceeds
generated through naming rights shall initially be used to fund the furniture.
fixtures, and equipment for the Behavioral Health Center. Excess _proceeds
generated through naminjz rights shall be used solely- mfor DEC's _operational
ex_penses for the Behavioral Health Center over the term of the Lease._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 David
Lawrence buildings and properties and to receive donations in exchange for those
rights.
t_A. - -_____11 --
3. Paragraph 4 of the Naming Rights Agreement is hereby amended as follows:
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, 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. DLC shall also provide an annual report no later
than April 1. which shall include, but is not limited to, receipts and disbursements
related to naming rights funds for the CRF during the reporting period and the
current balance of funds generated through the naming rights campaign. DLC shall
maintain accurate and complete records to support this reporting and shall make
such records available for inspection if requested by the County.
Except as expressly provided herein, the Agreement remains in full force and effect
according to the terms and conditions contained therein. If there is a conflict between the terms of
this Amendment and the Agreement, the terms of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day
and year hereinabove written.
ATTEST: -c BOARD OF COUNTY COMMISSIONERS
CRYSTAL K. KIN.Z,EL, Clerk of the OF COLLIER COUNTY, FLORIDA
Circuit Court&-Comptroller
es to Chakit1a11's ` 4,,,i,&,:re-e40•10--
aunders, an
L signature anlli
Approve to form and legality:
al shkar
Assistan ounty Attorne
DAVID LAWRE E MENTAL
``` \-1' HEALTH ENT ,INC.
Gjl
By. �� � ..
Sr OTT BURGESS, resident/CEO
1
1
1
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP •
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO a 1 A
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting. „_ n
**NEW** ROUTING SLIPG��-�o•�•.LJl1.;�
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already co to with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attomey Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. County Attorney Office County Attorney 6/23/2025
Attn. Sally A. Ashkar
2. BCC Office Board of County Commissioners
4:t3. Minutes and Records* Clerk of Court's Office � > ��7
a4
*NOTE TO MINUTES AND RECORDS:
Please return an electronic copy of agreement to Sonja.Stephenson@colliercountyfl.gov
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Sonja Stephenson/Real Property Phone Number 239-252-8073
Contact/ Department Management
Agenda Date Item was June 10, 2025 Agenda Item Number 11.A
Approved by the BCC
Type of Document Collier County Standard Form Long-Term Number of Original 1
Attached Lease and Operating Agreement Documents Attached
PO number or account N/A
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature?STAMP OK SS
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed SS
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the SS
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's SS
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 6-10-25,and all changes made during SS N/A is not
the meeting have been incorporated in the attached document. The County an option for
Attorney's Office has reviewed the changes, if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the an option for
Chairman's signature. this line.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
1 1 A
INSTR 6697381 OR 6481 PG 2162
RECORDED 6/23/2025 11:03 AM PAGES 25
CLERK OF THE CIRCUIT COURT AND COMPTROLLER
COLLIER COUNTY FLORIDA
REC$214.00
COLLIER COUNTY STANDARD FORM
LONG-TERM LEASE AND OPERATING AGREEMENT
COLLIER COUNTY CENTRAL RECEIVING FACILITY
This Long-Term Lease and Operating Agreement (hereinafter referred to as "Lease or
Agreement") is entered into this _ O day of t IOne_ , 2025 ("Effective Date"), by and
between David Lawrence Mental health Center, 1Kc., 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
WI IEREAS,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 "Central Receiving
Facility"); and
WHEREAS, County intends to construct the Central 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 Central Receiving Facility from the County, and to operate the Collier County Central
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.
Faze Iof15
1 1 A
WITNESSETH:
NOW. THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration exchanged amongst the Parties, and in consideration of the covenants
contained herein, the Parties hereby enter into this Agreement on the following terms and
conditions:
1. Conveyance. On the terms and conditions set forth in this Agreement, and in
consideration of Lessee's performance under this Agreement,the Lessor conveys to the Lessee the
present possessory interest in the Leased Premises described below.
2. Description of leased Premises. The Leased Premises which is the subject of this
Lease is a parcel to be improved with a building and parking on real property legally described as
Tract 66, Golden Gate Estates, Unit No. 30. being a 5-acre parcel, more or less, as recorded in Plat
Book 7. Page 58. Public Records of Collier County, Florida, with a legal description set forth in
Exhibit "A," hereinafter referred to as the "Premises." Construction of the building shall be set
forth and governed by Exhibit B.
3. Conditions to Conveyance. Lessee warrants and represents to Lessor that it has
examined the title and boundaries of the Premises. Accordingly, this conveyance is subject to all
of the following:
a. Any and all conditions, restrictions. encumbrances and limitations now
recorded against the Premises;
b. Any and all existing or future zoning laws or ordinances;
c. Any questions of title and survey that may arise in the future; and
d. Lessee's satisfactory performance of all terms and conditions of this Lease.
4. Use of Premises. The purpose of this Agreement is for David Lawrence to operate,
once built, the Collier County Central Receiving Facility, which use the Board of County
Commissioners has found to he in the public's interest. In the event David Lawrence shall cease
to use the Premises as a County Central 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 2 of 15
1 1 A
6. Permissible Alterations and Additions to Premises. Following construction,
Lessee may not make any alterations or additions to the Collier County Central 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.
7. 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 30' year anniversary
date of issuance of a Certificate of Occupancy for the Collier County Central 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 Central
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 Central
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 Central 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 22 hereof
Rent. The lessee agrees to pay the Lessor the sum of$1.00 per annum, in advance,
for each year of the term.
9. 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 11.
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
party may at its own cost and expense participate in the legal defense of such claim, with legal
counsel of its choosing.
Page 3 of 15
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10. 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 Iremises. 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.
11. Lessee's Obligation to Maintain Premises and Comply with All Lawful
Requirements; Maintenance and Repair. Lessee,throughout the term of this [,ease,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, , 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.
12. 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.
13. Casualty and Condemnation
a. Casualty. If the Premises are destroyed, rendered substantially uninhabitable,or
damaged to any material extent, as reasonably determined by Lessee and Lessor, by fire or other
casualty, and Lessor must use the insurance proceeds, hereinafter referred to as -Proceeds," to
rebuild or restore the Premises to substantially its condition prior to such casualty event unless the
Lessor provides the Lessee with a written determination that rebuilding or restoring the Premises
to such a condition with the Proceeds within a reasonable period of'time is impracticable or would
not be in the best interests of the Lessor, in which event, Proceeds shall be promptly remitted to
Lessor. If the Lessor elects not to repair or replace the improvements, then Lessee or Lessor may
terminate this Lease by providing notice to the other party within ninety (90) days after the
occurrence of such casualty, and in such event Lessor shall as soon as practical demolish the
improvements and convey title to the Land to Lessee(free and clear of all monetary encumbrances)
at no cost to Lessee, and the Lease shall terminate. The termination will be effective on the date
Page 4 of 15
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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.
14. 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 he escorted by a member of DLC staff while on
Premises.
15. 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.
16. 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 he 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.
Page 5 of 15
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17. 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.
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 Five Hundred Thousand and 00/100 Dollars ($500,000.00) per each accident. If such
amounts are less than good insurance industry practice would require, Lessor reserves the right to
increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to
initiate such policy limit increase.
c. Lessee shall also maintain standard fire and extended coverage insurance
on Lessee's personal property located on the Premises and all of Lessee's property located on or
in the Premises including, without limitation, furniture, equipment, fittings, installations,
betterments, improvements, fixtures (including removable trade fixtures), personal property and
supplies, in an amount not less than the then-existing full replacement value.
d. Business Automobile Liability Insurance, and Business Boat Liability
Insurance, for automobiles and boats used by Lessee in the course of its performance under this
Lease, including Employer's Non-Ownership and Hired Auto Coverage, each said policy in
amounts of One Million and 00/100 Dollars ($1,000,000.00)combined single limit per occurrence.
If such amounts are less than good insurance practice would require, Lessor reserves the right to
increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to
initiate such policy limit increase.
e. Pollution Liability insurance covering the accidental discharge and clean up
of pollutants shall be maintained by the Lessee in an amount of not less than One Million and
00/100 dollars ($1,000,000) per occurrence. Such coverage shall cover third party liability and
clean up coverage.
f. Commercial General Liability insurance shall be maintained in an amount
of not less than three million dollars ($3,000,000) in the aggregate. Lessor reserves the right to
increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to
initiate such policy limit increase.
g. Lessor shall be added as an additional insured on the Property Insurance
policy as their interest may appear. Lessor shall also be added as an additional insured on the
Commercial General Liability policy. The above-described insurance policies shall list and
continuously maintain Lessor as an additional insured thereon. Evidence of such insurance shall
be provided to Lessor and the Collier County Risk Management Division, 3311 East Tamiami
Trail, Administration Building, Naples, Florida, 34112, for approval prior to the commencement
of this Lease;and shall include a provision requiring not less than ten (10)days prior written notice
to Lessor in the event of cancellation or reduction in policy(ies) coverage. If such amounts are
less than good insurance practice would require, Lessor reserves the right to reasonably amend
their insurance requirements by issuance of notice in writing to Lessee, whereupon receipt of such
Page 6 of 15
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.
h. Failure to continuously abide with all of these insurance provisions shall be
deemed to be a material breach of this Lease and Lessor and Lessee, as applicable, shall have the
remedies set forth below.
18. 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 I.ease 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 tiled 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
may be immediately terminated by Lessor except to the extent then
prohibited by law.
Page 7 of 15
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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:
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
Page 8 of 15
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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.
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
19. 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 aeree to have the sole and exclusive
jurisdiction.
20. 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.
21. 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.
22. 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
Page 9 of 15
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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 l lorseshoe Dr. S, Suite 103
Naples, Florida 34104
If to Lessee: David Lawrence Mental Health Center, Inc
Ann: 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.
23. 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.
24. 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
Page 10of15
1 1 A
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, tire,
earthquake, abnormal weather condition, hurricane, flood, lightning, wind, drought, and the
binding order of any governmental authority.
25. 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.
26. 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.
27. Lessee shall execute this Lease prior to it being submitted for approval by the Board
of County Commissioners. This Lease may be recorded by the County in the Official Records of
Collier County, Florida, within fourteen (14) days after the County enters into this Lease, at
Lessee's sole cost and expense.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE AND EXHIBITS TO FOLLOW
Page 11 of 15
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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: 44 .
fitnesslli {signature) S tns
fithls_gi_Wilr4--
(print name)
30I Fvke tPi'lls 61vd.
le , L3y11
(p nt address)
n ss(si na re)
ret3ISE a
(print name)
2A- Srttttil Let, ‹. b.t.
N k&S, T._ RA-to 4-
(print address)
State of Florida
County of Collier
The foregoing instrument was acknowledged befo a me by means of[X] physical presence or [i online
notarization, this 15 day of _ clt_ge' _ 2025 by Scott Burgess, as President of David
Lawrence Mental Health Center, Inc., who is perso : ly •wn or [ ] has produced a driver's license
as identification.
[Notary Seal] Notary Public
Printed Name: I3e-NI.SC ftle-Nkt1R-o►•1ri
:iptiiR�°tie`• DENISE ARMSTRONG
fr 1 k Notary Public-State of Florida My Commission
1. "' e`= Commission#HH 518532
'oF F... My Comm.Expires Apr 21,2028 Expires: 0� 2` 2a 2 t�
� 1
Bonded through National Notary Assn.
._
Page 12 of 15
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AS TO THE COUNTY:
•
awy�
ATTE$T:.. : . BOARD OF COUNTY COMMISSIONERS.
Crystal K. Kinzelp.elgqi COLLIER COUNTY, FLORIDA
•
gy,,: . ,�t�% By: 1Q
•
Mg* ��lteirman's; I uty er • urt L. aun ers, Chairman
, !blily
Approv as to form and legal sufficiency:
\i\-/N—
S ly . A hkar, Assistant County Attorney
v ' tiS
Page 13 of 15
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EXHIBIT A
Legal Description
Tract 66, Unit 30, Golden Gate Estates, according to the plat thereof as recorded in Plat
Book 7, Page 58, of the Public Records of Collier County, Florida.
Page 14 of 15 "" t
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EXHIBIT B
Construction of the Collier County Central Receiving Facility
(a) Improvements. The County will improve the Premises by constructing thereon the
Collier County Central Receiving Facility,at its own cost and expense. For the Term of the Lease,
Lessee shall use the Premises as a public behavioral and Central 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 Central Receiving Facility.
Accordingly, the County shall prepare and submit site plans, construction plans, specifications,
drawings and related documents (the "flans 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 Central Receiving Facility.
(d)Construction Schedule. Lessor shall use commercially reasonable efforts to commence
construction of the Central 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 Central 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., S I 8.50), 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 he of no further force and effect.
Page 15 of 15
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Exhibit C
TERMS OF OPERATING CENTRAL RECEIVING FACILITY
1. COMMENCEMENT OF SERVICES. Subject to Force Majeure. the Central
Receiving Facility (CRF) shall he open for business to the public no later than one hundred twenty
(120)days after the issuance of Certificate of Occupancy. which is the currently anticipated time to
obtain state licensures and inspections following building completion and furnishing. The Lessor
(also referred to herein as "Collier County" or "County") will advise Lessee of the projected date
of Certificate of Occupancy at least ninety (90) days prior to allow for ordering and delivery of
FF&E(described in the Lease and herein).
STATEMENT OF WORK. Lessee(sometimes also referred to herein as"David
Lawrence" or "ULC") shall provide a professionally managed. properly staffed. and operated
Central Receiving Facility. consistent with Section 394.4573 and 397.431, Florida Statutes. with
24-hour assessment, inpatient and related services that serve as a single point or a coordinated
system of entry and treatment for individuals needing or being deemed to need acute care and
stabilization, which is expected to include the following target populations:
• Individuals needing evaluation or stabilization under s. 394.463. F.S., the Baker Act:
• Individuals needing evaluation or stabilization under s. 397.675. F.S..the Marchman Act;
and
• Individuals needing crisis services as defined in ss. 394.67(18)-(19). F.S.
3. SCOPE OF SERVICES, Once the Central Receiving Facility ("CR F") is
constructed by the County and open for business to the public, David Lawrence will provide the
following services ("Services"):
a. The CRF will he open 24 hours a day. seven days a week;
h. David Lawrence shall provide 87 beds, comprised of(but subject to
reallocation depending on client demand and as approved by the
County Manager or his/her designee):
i. 45 dually licensed Baker Act and Marchman Act
Crisis Stabilization beds;
ii. 30 licensed psychiatric hospital beds capable of
serving Medicare patients; and
rii. 12 Emergency Behavioral Health Assessment
Center (ESAC) observation beds
DLC understands and agrees that the operation of the new 87-bed
CRI= shall not result in, or he the basis for. any reduction in the
number of permanently licensed Baker Act/ESAC/crisis
stabilization beds operating from its facility located at 6075 Bathey
Lane (Bathey Lane Campus). David Lawrence Center shall
continue to operate such permanently licensed Baker
Act/ESAC/crisis stabilization beds as a companion service on the
Bathey Lane Campus. at a minimum of33 such beds upon opening
of the CRI:
c. The CR1: will act as a single drop-off location for law enforcement
Page 1 of 10
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fix individuals in need or in crisis. including those who require the
use of the Florida Mental Health Act(Baker Act)and Substance Use
Crisis Services(Marchman Act):
d. Receive individuals on voluntary and walk-in basis for crisis care
and emergency behavioral health services;
e. Make available initial crisis assessments, triage, and related services:
I Follow the MOU/Transportation Plan entered into between DLL and
the Collier County Sheriff's Office on June 27. 2023, as may be
updated or renewed from time to time: and
g. Comply with all applicable Department of Children and Families
(DCF) evidence-based guidelines, as the same may be amended from
time to time.
4. FURNITURE.FIXTURES AND EOUIPMENT(FF&E), David Lawrence shall
be responsible for the purchase. procurement. and replacement of all furniture. fixtures and
equipment for the CRF for the duration of the Lease,subject to the maintenance obligations outlined
in paragraph II of the Lease. This obligation includes any security-video management systems and
cameras. artwork, and medical equipment. Furniture, fixtures. and equipment is further addressed
by Section 15 of the Lease and the Naming Rights Agreement dated December 10, 2024, as
amended.
5. LICENSURE AND ACCREDITATION. David i..awrence shall submit and
receive approval of an Application for Designation as a Receiving Facility from DCF. At all times
during its operation of the Central Receiving Facility. David Lawrence shall remain (i) qualified
and appropriately licensed to provide the services described herein and (ii) designated by the State
of Florida as a Baker Act and Marchman Act Receiving Facility. David Lawrence shall have all
licensure required by Florida Law. DCF. and the Agency for Health Care Administration (MICA)
to perform these Services. David Lawrence shall provide proof of the following licenses and reports
to the County within thirty (30) days of receipt by DLC. except where otherwise provided:
a. ACI IA licensure reviews:
h. DCF/CFBHN licensure reviews. respectively as applicable:
c. Joint Commission accreditation report: and
d. Annual single audit (which shall he due to the County within 180 days
following such audit).
If David Lawrence loses its license. qualification. or designation making it not able to provide the
Services, David Lawrence will immediately notify the County upon David Lawrence's knowledge
of such status, and shall have thirty (30) days to reinstate (or commence to reinstate, if the time
period to reinstate such license,qualification or designation reasonably requires more than 30 days)
any such licensure. qualification or designation.
6. $TAFFING. David Lawrence will provide the Services with skill and care
exercised by qualified professionals. David Lawrence shall adhere to staffing requirements set forth
by AHCA and the DCF.
7. COLLABORATION. The Parties acknowledge that the CRF will not be able to
Page 2 of 10
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operate optimally if David Lawrence is not able to collaborate with other local healthcare and
behavioral health service providers. David Lawrence will make every reasonable effort to enter into
coordination agreements. or similar written understandings. with the other local receiving facilities
designated by the State of Florida. It is understood that David Lawrence's ability to do so is subject
to the collaboration and cooperation of these other receiving facilities.
Further, representatives from the County and David Lawrence shall cooperate with each
other in effectuating current industry and sustainable standards for operation of the CRF and/or the
number of Baker Act/ESAC/crisis stabilization beds on the Bathey Lane Campus. and, in that
regard, David Lawrence shall have the right to present evidence-based alternatives to the standards
set forth in this Agreement upon ever}' third year anniversary of the Lease. or earlier change in
applicable law or licensure requirements. for consideration by the County. The County agrees,
through the County Manager or his/her designee. to negotiate in good faith to undertake such
suggestions by David Lawrence, Upon successful negotiations. the proposed alternative shall be
adopted. lithe negotiations arc not successful within 60 days of commencement of the negotiation
period, then David Lawrence may appeal directly to the Board of County Commissioners. The
Board of County Commissioners may (11 approve the proposed alternative. or (2) disapprove the
proposed alternative ("Tenminatable Event 1"1. in which case the provisions of Section 25 of this
Agreement shall apply. The parties agree to in any case work through this process in good faith
with reasonable diligence so operational standards over the term of the Lease reasonably account
for input from DLC. as the operator and licensed expert in mental health services.
8. ANNUAL PERFORMANCE MEASURES. David Lawrence is committed to
achieving the following performance measures as part of its service delivery and, subject to Force
Majeure. shall ensure that the following Performance Measures are met annually as an averaged
benchmark while the Lease is in effect:
a. 100%of persons who walk into the CRF requesting screening services shall
be screened as soon as practicable. but shall not exceed 24 hours:
h. 100% of persons brought in to the C'RF involuntarily by law enforcement
under Baker Act will be evaluated. Appropriate admission to the CRF or
other Crisis Stabilization Unit/Inpatient units will be provided upon
evaluation and determination by DLC staff that is medically required;
c. 100% of persons brought in involuntarily under the Marchman Act will he
evaluated. Appropriate admission to the CRF or other Crisis Stabilization
Unit!Inpatient units will he provided upon evaluation and determination by
David Lawrence staff that admission is medically required;
d. A minimum of 95%of persons determined by the assessment process to need
outpatient services will he offered an appointment with an appropriate
provider_within seven (7)business days of the assessment;
e. A ►minimum of 80% of persons referred to outpatient services who provide
correct contact information but do not present for their scheduled
appointment will receive a follow-up outreach attempt within seventy-two
(72) business hours following the scheduled appointment, and offered 1
alternative appointment:
t: 90% of clients arc provided with a client satisfaction questionnaire at
discharge:
g. No more than 40% CSU and Addiction Receiving Facility readmissions
within thirty (30) calendar days for customers referred internally for post
Page 3 of 10
~r;
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CSU discharge services:
h. Drop-off processing time by law enforcement officers for admission to crisis
services are maintained at an average of the greater of(i) no more than 15
minutes or(ii)as established by 1)CF from time to time:and
i. The total number of admissions annually is at least 500 admissions.
9. PATA SHARING, Subject to HIPAA and other applicable data protection and
confidentiality laws and regulations. David Lawrence shall participate in the Mental Health and
Substance Use Disorder Data Collaborative(s) for data sharing. collection and outcomes reporting
established by Collier County.
10. FUNDING. With the exception of the County's maintenance obligations of the
CRF as set forth in Section 11 of the Lease as well as local match funding requirements established
under F.S. 394.76(9)(a). it is understood and agreed that any funding by Collier County for
construction of the C'RE is not operational funding. David Lawrence shall also seek operational
funding from other sources,including.but not limited to.excess proceeds generated by the Naming Rights
Agreement as applicable. and governmental funding sources such as grants and Medicaid
reimbursement, for operation of the CRF. It is understood and agreed by the parties that the
projected revenues to operate the CRF include the current levels of Federal. State and Collier County
government 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 CM' to the County. The request must he accompanied by correspondence by D1.0
requesting financial support for operation of the CRF from the participating hospital system(s),
municipalities in Collier County. philanthropic organizations which have previously' pledged
funding commitments for operation of the CRF. and the local school district. and the stakeholder's
response, if any, received within 30 days of the date of DLC's correspondence. The County
Manager will present the funding request to the Board of County Commissioners as soon as
reasonably practical.and the Board of County Commissioners may(1)approve and fund the amount
requested, (2) allow for an adjustment to the level of services proportionate to actual revenue until
such time as governmental funding resumes to prior levels to enable a full-service operation, or(3)
disapprove both the funding request and adjustment in level of service("'l'crminatahle Event 2"). in
which case the provisions of Section 25 of this Agreement shall apply.
II. PATA REPORTING, David Lawrence shall furnish to the County an annual
Performance Measure Report. showing the performance measures noted in paragraph 8. The
Performance Report will be provided within thirty (30) business days after the end of each fiscal
year(October I to September 30)of the Lease. DLC shall also provide the following data elements in their
reports:
a. County residents vs. non residents;
h. High utilizer data over the annual period:
c. The number of permanently licensed Baker Act/ESAC/crisis
stabilization beds operating on the Bathey Lane Campus;
d. if provided by the applicable third party to David Lawrence in a
timely manner. David Lawrence will also include the following data
points as reported to it by such third parties:
i. 1 lospital transfer referral data:
ii. Crisis Intervention Team (CIT)data:
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iii. Emergency room visit data; and
iv. Jail diversions as a result of the CRF.
All data, as applicable. shall he reported through the Mental health and Substance Use
Disorder Data Collaborative.
12. JNCIDENT REPORTS. In addition to any mandatory reporting requirements.
Lessee shall also report to the County knowledge or reasonable suspicion of abuse, neglect, or
exploitation of an aged person or disabled person. During the term of this Agreement.subject to client
and stair confidentiality and the Business Associate Agreement between the County and DLC. as may be
amended or renewed from time to time. Lessee must report to the County in writing,within one business
day of Lessee's actual knowledge of such occurrence, any sexual assault, death, suicide, or violent
crime incidents that occur at the CRF property. The Collier County Standard Incident Report Form
shall be used to report all such incidents.
13. PENALTIES FOR NONCOMPLIANCE AND NONPERFORMANCE.
Notwithstanding anything in the Lease to the contrary, Corrective Action Plans shall he County's
sole and exclusive remedy for DLC's failure to meet the Performance Standards set forth in
paragraph 8 under this Agreement. Penalties in the form denying future grant or Low Income Pool
("LIP") funds for any David Lawrence facility. related entity, or subsidiary organization may be
imposed if corrective actions are not implemented or if there is insufficient progress on or failure to
implement Corrective Action Plans. The escalation policy for noncompliance is as follows:
a. initial Noncompliance
i If David Lawrence does not meet the Performance Measures
outlined in paragraph 8. the County shall notify David
Lawrence and may issue a report detailing Findings or
Concerns to David Lawrence.
ii. David Lawrence shall be required to submit a Corrective
Action Plan to the County within 30 days following issuance of
the report.
iii. If there arc pending grant or disbursements to David Lawrence,
any pay requests for grant or LiP funds that have been
submitted to the County for payment will be held until the
Corrective Action Plan is submitted to the County.
h. Failure to Submit Corrective Action Plan
i. If David Lawrence fails to submit the Corrective Action Plan
to the County in a timely manner, the County may, in the next
fiscal year. withhold up to 10% of otherwise awarded grant or
LIP funds. at the sole discretion of the Collier County Board of
County Commissioners ("Board").
c. Continued Noncompliance or Recurrent Issues
i. If David Lawrence continually fails to submit the Corrective
Action Plan or repeats the same failure to meet a Performance
Standard continuously over a 3 year period, the County may, in
the next fiscal year. withhold up to 100%of grant or LiP funds,
at the sole discretion of the Board.
ii. David Lawrence may be denied future consideration for grants
or LIP funds. at the sole discretion of the Board.
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Failure of the Lessee to perform any material covenant or condition in this Operating
Agreement, with the exception of the Performance Measures set forth in paragraph 8. is subject to
Section I8.a.x of the Lease. and Lessor's sole remedy is to terminate the Lease following the notice
and cure provisions thereof In no event shall either Party seek or have the right to seek monetary
damages for a default under this Operating Agreement.
14. RECORDS. REPORTS.AND AUDITS. During the term of this Agreement. the
Lessee shall establish and maintain such records as now exist and may hereafter be reasonably
prescribed by the County in the future to provide evidence that all terms of this Agreement have
been and are being observed. The Lessee grants to the County the right and authority to audit all
records documents, and books pertaining to the CRF operation. subject to lIIPAA and other
applicable laws. Such audit will he conducted at a frequency determined by the County and
communicated to the Lessee. but no more frequently than biannually. The Lessee agrees to provide
materials for the audit at the place designated by the County within ten(10) business days after the
County's notice to do so is received by Lessee all at no cost to the County. The agreement to provide
materials for audit extends to the Office of the Clerk of the Circuit Court.as"ex-officio clerk of the
Board of County Commissioners,auditor. recorder, and custodian of all county funds."
The Lessee further agrees to maintain reasonably appropriate accounting, operating. and
administrative controls governing the financial aspects of the CRF. such controls to be consistent
with professionally accepted accounting practices.
DLC shall prepare and submit to the County an annual pro forma report for the CRF, in a
form substantially similar to the DC'F C'FMI-I-1037 format,detailing projected revenues,expenses,
and cash flow for the upcoming DLC fiscal year. A draft pro forma shall be submitted to the
County no later than April 1 of each year, with a final version provided by July 31 of each year.
The pro forma shall he used by the County solely for oversight. planning. and coordination
purposes. and pro forma projections shall not be binding on either party. The submission of this
report is a continuing obligation under this Agreement and shall not be contingent upon the
County's financial participation in the project.
15. NO IMPROPER USE. The Lessee will not use, nor knowingly suffer or permit
any person to use in any manner whatsoever. the CRF for any purpose in violation of any federal,
state, county or municipal ordinance, rule, order or regulation. or of any governmental rule or
regulation now in effect or hereafter enacted or adopted.
16. EMPLOYEES, The Lessee shall employ appropriate personnel to work at the
Central Receiving Facility who have passed a Level 2 Background Screening. or any AlICA
required background screening. Subject to the American with Disabilities Act. Lessee shall supply
competent employees, who are physically capable of performing their employment duties. The
Lessee shall have an experienced staff person overseeing the operations at all times when open
for business.
Lessee is formally acknowledging without exception or stipulation that it and its
contractors are fully responsible for complying with the provisions of the immigration Reform and
Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either
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may be amended. Failure by the Lessee and its contractors to comply with the applicable laws
referenced herein shall constitute a breach of this Agreement and the County shall have the
discretion to unilaterally terminate this Agreement consistent with the termination provisions
provided in the I,ease (including notice and cure provisions).
Statutes and executive orders require employers to abide by the immigration laws of the
United States and to employ only individuals who are eligible to work in the United States. The
Employment Eligibility Verification System (F.-Verify)operated by the Department of homeland
Security(DHS)in partnership with the Social Security Administration(SSA),provides an Internet-
based means of verifying employment eligibility of workers in the United States: it is not a
substitute for any other employment eligibility verification requirements.
Lessee and its contractors are required to enroll and comply with the [-Verify program.
and provide acceptable evidence of its enrollment. at the time of' the execution of this Lease.
Acceptable evidence consists of a copy of the properly completed E.-Verify Company Profile page
or a copy of the fully executed E -Verify Memorandum of Understanding for the company.
Additionally, the Lessee shall require all subcontracted contractors working at the Premises and to
use the E-Verify system for all purchases except: (1) commodity based procurement where no
services are provided, and (2) where otherwise waived by the County.
For additional information regarding the Employment Eligibility Verification System (E-
Verify)program visit the following website: http:!/www.dhs.gov.l -Verify. It shall be the Lessee's
responsibility to familiarize themselves with all rules and regulations governing this program.
17. NO DISCRIMINATION. There shall he no discrimination as to race, gender,
color, creed or national origin in the operations referred to by this Agreement: and further, there
shall be no discrimination regarding any use. service, maintenance, or operation of the premises.
All facilities located on the premises shall he made available to the public, subject to the right of
the Lessee to establish and enforce rules and regulations to provide for the safety.orderly operation,
and security of the facilities.
18. ANNUAL DISASTER PLAN. Lessee shall meet with the County Manager or the
Manager's Designee for the formulation of an annual disaster plan to ensure the improvements on
the Premises have been properly secured for hurricane approach. The annual disaster plan shall be
updated and submitted to the County no later than May 1st of each calendar year. Lessee will be
required to secure all items owned and maintained by the Lessee.
19. SAFETY ANI) SECURITY, The Lessee must provide at its expense any security
measures to protect its area, equipment. and materials. consistent with applicable law, The County
will not assume any responsibility for area security or alarms other than routine law enforcement
patrols. The Lessee is to have a mitten safety and security plan for the CRT'. The Lessee will
cooperate with all jurisdictional law enforcement agencies and personnel consistent with applicable
laws.
20. SIGNAGE. All marquee and monument physical signage about the Premises shall
be as approved by County and shall contain the words: "Collier County Behavioral Health C'enter."
Other signage shall he constructed and maintained to County standards as defined by the Code
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Compliance Department.
21. COMPLIANCE WITH LAWS, fly executing and entering into this Agreement.
the Lessee is formally acknowledging without exception or stipulation that it agrees to comply.at
its own expense,with all federal.state and local laws.codes.statutes,ordinances,rules, regulations
and requirements applicable to Lessee, including but not limited to those dealing with the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended: taxation. workers' compensation, equal employment
and safety including, but not limited to. the Trench Safety Act, Chapter 553, Florida Statutes. and
the Florida Public Records Law Chapter 119. including specifically those contractual requirements
at F,S. § 119.0701(2)(a)-(h) as stated as follows:
IF THE LESSEE HAS QUESTIONS REGARi)ING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES,TO THE LESSEE'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34 1 1 2-5746
Telephone: (239) 252-8999
Email: publicRccordRequcst'a culliercountvtl.gov
To the extent applicable. the Lessee must specifically comply with the Florida Public Records
Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. 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.
3. 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 the contract term and following completion of the contract ifthc
Lessee does not transfer the records to the public agency.
4. Upon completion of the contract. transfer. at no cost, to the public agency all
public records in possession of the Lessee or keep and maintain public records
required by the public agency to perform the service. if the Lessee transfers all
public records to the public agency upon completion of the contract, the Lessee
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Lessee keeps and
maintains public records upon completion of the contract, the Lessee shall meet
all applicable requirements for retaining public records. All records stored
electronically must he 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.
If Lessee knowingly observes that the Lease is at variance therewith, it shall promptly notify the
County in writing. Failure by the Lessee to comply with the laws referenced herein shall constitute
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a breach of this Agreement and the County shall have the discretion to terminate the Lease in
accordance with the terms thereof.
'? CONFIDENTIALITY David Lawrence. its officers.agents.and employees,shall
maintain the confidentiality of all Protected I lealth Information (PHI). as defined under the Health
Insurance Portability and Accountability Act of 1996 (IiIPAA) and its implementing regulations
(45 C.F.R. Parts 160 and 164). Such information shall not be disclosed or used except as permitted
or required by applicable law, this Agreement, or in accordance with the DLC's policies and
procedures.
23. HIPAA COMPLIANCE, David Lawrence, its officers, agents. and employees
shall comply with all applicable provisions of HIPAA, the Health Information Technology for
Economic and Clinical health (HiTECH) Act. and any state or federal laws governing the privacy
and security of health information. DLC shall implement appropriate administrative. physical. and
technical safeguards to ensure the confidentiality, integrity. and security of Pill accessed.
maintained, or transmitted on behalf of I)LC. Each Member. Manager. and any authorized
representative of DLC shall maintain the confidentiality of all Protected Health Information (PHI).
as defined under the Health Insurance Portability and Accountability Act of 1996(HIPAA) and its
implementing regulations(45 C.F.R. Parts 160 and 164). Such information shall not be disclosed or
used except as permitted or required by applicable law, this Agreement (to the extent it does not
conflict with Lessee's obligations regarding confidentiality under applicable law). or in accordance
with DLC's policies and procedures.
24, INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Lessee shall defend, indemnify and hold harmless Collier County, its officers and employees from
any and all liabilities. damages, losses and costs. including. but not limited to, reasonable attorneys'
fees and paralegals' fees, whether resulting from any breach of this Agreement by Lessee, any
statutory or regulatory violations, or from personal injury, property damage,direct or consequential
damages.or economic loss,all to the extent caused by the negligence,recklessness, or intentionally
wrongful conduct of the Lessee or anyone employed or utilized by the Lessee in the performance
of this Agreement. This indemnification obligation shall not be construed to negate, abridge, or
reduce any other rights or remedies which otherwise may he available to an indemnified party or
person described in this paragraph. This section does not pertain to any incident arising from the
negligence, willful neglect or intentional misconduct of Collier County.
The duty to defend under this section is by a law firm of Lessee's selection and is independent and
separate from the duty to indemnify.and the duty to defend exists regardless of any ultimate liability
of the Lessee. County. and any indemnified party. The duty to defend arises immediately upon
presentation of a claim by any party and written notice of such claim being provided to Lessee.
Lessee's obligation to indemnify and defend under this section will survive the expiration or earlier
termination of the Lease until it is determined by final judgment that an action against the County
or an indemnified party for the matter indemnified hereunder is fully and finally barred by the
applicable statute of limitations.
25. RECIPROCAL RELEASE. Either party shall have the right to terminate the Lease
upon written notice to the other party w ithin 30 days of the date of Terminatable Event I and/or
Terminatable Event ?. The termination shall be effective 9 months following the date of the
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termination notice, or earlier expiration of the current Lease term: provided it is understood that
operations following the termination notice shall be provided proportionate to the level of actual
available revenue for the CRY. and in no event during such period will either party he declared in
default of the Lease. If the Lease is terminated as provided herein, !)avid Lawrence shall have the
option to purchase the CRF based on the timing and valuation set forth in Section 7 of the Lease.
26. FORCE MAJEURE. In the event David Lawrence is prevented or delayed in the
performance of any covenant or obligation under this operating agreement due to delays caused by
fire, casualty, catastrophe, strikes or labor trouble. civil commotion, acts of God, pandemic.
governmental prohibitions or regulation. or other natural causes beyond its reasonable control. the
period of such delay shall he added to the time for performance thereof.
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