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04/16/2014 Agreementi1�1�h1 dA�Llt R 4�� AMY NEAVILIN, CPA fi A -�,t�l{4 t CLERK OF CIRCUIT COURT & COMPTROLLER MONROE COUNTY, FLORIDA r' DATE: April22, 2014 TO: Lynda Stuart, Office Manager Tourist Development Council ATTN..• Maxine Pacini Administrative Assistant FROM: Vitia Fernandez, D.C. At the April 16, 2014, Board of County Commissioner's meeting the Board granted approval and authorized execution of the following items: Item D1 Board granted approval of an Amendment to Agreement with Instituto Patriotico Y Docente San Carlos, Inc. (San Carlos Patriotic and Educational Institute, Inc.) to extend the termination date of the agreement to April 30, 2014 to allow time for submission of invoices for work completed for the Minor Repairs and Upgrades project Item D2 Board granted approval of an Amendment to Destination Agreement with Lazy Lakes, LLC covering Keystock Music Festival to revise date of event from March 2014 to May 2014. Item D4 Board granted approval of an Amendment to Agreement with the Lower Keys Chamber of Commerce, Inc. for the Big Pine & Lower Keys Island Art Festival for the revision of Exhibit C — Schedule of Activities to allow for change for the timing Of the event. Item D5 Board granted approval to exercise option within original Agreement with Tinsley Advertising & Marketing, Inc. to extend agreement for an additional two year period to September 30, 2016; provide for a revision under the section referring to Key Personnel; provide for new public records language. Item D6 Board granted approval of a Destination event funding Agreement with Upper Keys Community Pool, Inc. covering Orange Bowl Swim Classic and Winter Training in December 2014 through January 2015 in an amount not to exceed $35,000, DAC V, FY 2014 Event Resources. V/Item D7 Board granted approval of an Agreement with Florida Keys Wild Bird Rehabilitation Center, Inc. to cover the Wild Bird Rehabilitation & Education Center Property Purchase in an amount not to exceed $265,000 (DAC V = $160,000 and DAC IV = $105,000), FY 2014 Capital Resources' Attached is a duplicate original of the above mentioned for your handling. Should you have any questions, please feel free to contact our ofce. Thank you. cc: County Attorney Finance, File V 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 365-295-3130 Fax: 305-295-3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax., 305-289-6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146 Grant Award Agreement THIS AGREEMENT (agreement) is entered into this J �-I, day of r J ; 2014 by and between MONROE COUNTY, a political subdivision of the State of Florida (County or Grantor) and Florida Keys Wild Bird Rehabilitation Center, Inc. a not for profit organized and operating under the laws of the state of Florida (Grantee). WHEREAS, the district pennies of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair, improve, or promote one or more publicly owned and operated convention centers, sports stadiums, sports arenas, coliseums, or auditoriums within the boundaries of the county or subcounty special taxing district in which the tax is levied; Aquariums or museums that are publicly owned and operated or owned and operated by not -for -profit organizations and open to the public, within the boundaries of the county or subcounty special taxing district in which the tax is levied; or zoological parks, fishing piers or nature centers which are public owned and operated and operated by not -for -profit organizations; and to finance beach park facilities or beach improvement, maintenance, re -nourishment, restoration, and erosion control. WHEREAS, Grantee has applied to TDC District IV and V for funding for the purchase of the Wild Bird Center Rehabilitation & Education Center project; and WHEREAS, the Grantor and Tourist Development Council (TDC) have determined that it is in the best interest"of the County, for purposes of promoting tourism and preserving the heritage of the community, to attract tourists, and acquire the Property for use as a nature center that is open to the public; NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the Grantee and the Grantor have entered into this agreement on the terms and conditions as set forth below. 1. GRANT AGREEMENT PERIOD. This agreement is for the period of April 16, 2014 through to September 30, 2014. This agreement shall remain in effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 7, 12 or 13 below. 2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: a). Acquire/Purchase Property ("Property") as described below: Section - Township: 27-62-38 Property Location: 92080 Overseas Highway, Key Largo Subdivision: Tavernier Harbor Legal Description: BK 2LTS 8-9-10 Tavernier Harbor P132-36 Key Largo G40-231/32 OR245/371 OR1157-112OD/C OR 1331-744P/R OR1335- 1846/47TR OR1335-1848/49TR OR1335-1850/51TR OR1337-754/55 OR1337-756/57 OR1337-758/59 OR1359-549/50 OR1359-551/52 OR1359- 553/54 OR2548-1493/95 Florida Keys Wild Bird Center Purchase FY 2014 Funding — 2"d Round Contract 1D#: 1325 b). A restrictive covenant, enforceable by the County, shall be filed in the Official Records of Monroe County, Florida within three (3) days following the receipt of funds under this Agreement, for the purpose of ensuring that tourist development dollars are expended for a project permissible under State Statute and County Code. The restrictive covenant shall provide that in the event the Property to be acquired under this agreement is ever sold or is diverted to any use other than a nature center, the monies paid under this agreement from the tourist development revenue shall be repaid to the County within thirty (30) days after sale of the Property or change of use. Failure of the Grantee to allocate sufficient funds to close on the purchase of the Property on or before September 30, 2014 shall constitute a breach of this agreement for which the agreement shall terminate immediately at 12:01 a.m., October 1, 2014, without any notice other than this agreement, and County's obligation to pay shall terminate at that time. c). The Property to be purchased shall be as described below: Section - Township: 27-62-38 Property Location: 92080 Overseas Highway, Key Largo Subdivision: Tavernier Harbor Legal Description: BK 2LTS 8-9-10 Tavernier Harbor PB2-36 Key Largo G40-231/32 OR245/371 0R1157-1120D/C OR 1331-744P/R 0R1335- 1846/47TR OR1335-1848/49TR OR1335-1850/51TR OR1337-754/55 OR1337-756/57 OR1337-758/59 OR1359-549/50 OR1359-551/52 OR1359- 553/54 0R2548-1493/95 Acknowledgement: Grantee shall be required to permanently display and maintain at Grantee's expense, public acknowledgement of the support of the Monroe County Tourist Development Council in a publicly prominent area of their facility in the following form: "This project was made possible with the financial support of the Monroe County Tourist Development Council." If the Grantee has already complied with this requirement through previous funding, said acknowledgement fulfills this condition. A photograph of said acknowledgment shall be provided with the final request for reimbursement. d.) There shall be a project manager to acknowledge receipt of goods or work performed. This Project Manager shall be Joan Scholz, 9300 Overseas Highway, Islamorada, FL 33036 (email: jcscholz@att.net /Tel: 305-619-0139). Should there be a change in the project manager specified in the Grantee's application, a new project manager shall be designated, and notice with new contact information shall be provided in writing to the TDC administrative office. e.) If, and to the extent that, Grantee contracts for any of the work funded under this agreement to be performed or completed, Grantee shall give notice to County of the contractual relationship, provide County with a copy of any and all contracts and shall require the contractor(s) to comply with all the terms of this contract. Should Grantee contract the work and then decrease the scope of work to be Florida Keys Wild Bird Center Purchase FY 2014 Funding— 2nd Round Contract ID#: 1325 2 performed by a contractor, Grantee shall provide County with an amended contract executed by Grantee and its contractor. f.) Grantee shall exercise good internal controls to assure that the project as described in the funding application shall be completed on a timely basis within the proposed budget and shall provide to County any certifications required to establish that the transaction in question has occurred. 3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed $265,000 or 50% of the final purchase price (District IV = $105,000 and District V = $160,000) for the acquisition of the Property described in the scope of services in paragraph 2 of this agreement. The Board of County Commissioners and the Tourist Development Council assume no liability to fund this agreement for an amount in excess of this award. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the BOCC. a) Payment shall be made upon the completion of the acquisition of the Property in question. In order to obtain reimbursement, the Grantee must submit proof to the County that it has obtained marketable title free and clear of any encumbrances, mortgages, or liens of any kind with the exception of easements for rights-of-way or utilities, including but not limited to gas, electric, telephone, internet and cable. In addition, in order to be eligible prior to reimbursement, the Grantee must show proof of an owner's title insurance policy held by the Grantee, showing fee simple title to be vested in the Grantee free and clear of any encumbrances, mortgages, or liens of any kind. b) By entering into this agreement, the Grantee warrants that the Property is in the name of the Grantee and title acquired by the Grantee is free and clear of any encumbrances, mortgages or liens of any kind. In the event of breach, the County shall give notice to the Grantee of the breach in accordance with the conditions set forth in paragraph 13, below. Thereafter, the Grantee shall have a period of twenty-one (21) days within which to cure the breach. If the breach is not cured within that time period, then the Grantee understands and agrees to repay the entire amount of funds granted to the Grantee under this agreement within thirty (30) days following the expiration of the period within which to cure the breach referenced in the previous sentence. All payment requests must be submitted no later than the completion of project of September 30, 2014. Invoices received after September 30, 2014 will not be considered for payment. b) Documentation shall be submitted to the TDC Administrative Office to show the purchase of the Property. All requests for reimbursement shall be verified by the notarized signature of an officer or director of the Grantee. Submission of any documentation which is untrue, falsified, or otherwise misrepresents the work which has been completed, paid, or donated shall constitute a breach of agreement, for which breach the contract may be immediately terminated at the discretion of the County, whose decision shall be final. Florida Keys Wild Bird Center Purchase FY 2014 Funding—2nd Round Contract ID#: 1325 3 c) At any time that the documentation requirement policies of Monroe County are revised, Grantee shall comply thereafter with such increased requirements, or further funding under the agreement may be terminated by County. d) Upon successful completion of this Grant agreement, the Grantee may retain ownership of the real and personal Property acquired and/or improved with funding under this Grant agreement. However, the Grantee shall maintain, preserve and operate the Property which was acquired or improved under this agreement for the uses and purposes which qualified the Grantee for tourist development tax funding. Real Property acquired or improved through funding under this agreement shall remain dedicated for the purposes set forth herein or for other purposes which promote tourism and ownership of said Property shall be retained by the Grantee. The following terms shall apply: (i) The Grantee shall have the use of the Property, including both real and personal acquired with funding under this agreement, at the project site for so long as the facility is operated by Grantee, open to the public, and has a primary purpose of promoting tourism. At such time as any of the conditions in the preceding sentence shall cease to exist, the Grantee shall transfer ownership and possession of equipment and personal Property to a local government or another not -for -profit organization which is a facility for which tourist development taxes may be used pursuant to Florida Statute 125.0104 with prior approval from TDC and BOCC. (ii) At any time that the Grantee: (a) elects to stop the project or otherwise decide not to place into service for tourist -related purposes the facility acquired, constructed, or renovated with tourist development tax funding, (b) demolishes the project facility; (c) ceases ownership or possession of the real Property, whether voluntarily or involuntarily; or (c) ceases the use of the Property with a primary purpose of promoting tourism, Grantee shall, pursuant to the formula set forth hereafter, refund to the County the Tourist Development funding granted under this agreement. This provision shall survive the termination date of all other provisions of this contract for a period of ten years. Should the demolition, transfer of ownership, or change to a non -tourist related purpose occur after the Property has been used for tourist -related purposes for at least three (3) years, the amount of refund shall be pro -rated based on a useful life of ten (10) years. Should the demolition, transfer of ownership, or change to a non -tourist related purpose occur after the Property has been used for tourist -related purposes for less than three (3) years, then the amount of the refund shall be one hundred per cent (100%) of the funds granted under this agreement. (iii) The Grantee is responsible for the implementation of adequate maintenance procedures to keep the real and personal Property in good operating condition. (iv) The Grantee is responsible for any loss, damage, or theft of, and any loss, damage or injury caused by the use of, real or personal Property or equipment purchased through funding under this agreement. 4. RECORDS AND REPORTS. The Grantee shall keep such records as are necessary to document the performance of the agreement and expenses as incurred, and give access to these records at the request of the TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. The Grantee shall also Florida Keys Wild Bird Center Purchase FY 2014 Funding — 2"d Round Contract ID#. 1325 4 provide such access to the personal Property and equipment purchased under this agreement. It is the responsibility of the Grantee to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. The Grantee understands that it shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. If an audit determines that monies paid to the Grantee pursuant to this agreement were spent for purposes not authorized by this agreement, the Grantee shall repay the monies together with interest calculated pursuant to Sec. 55.03, F.S. running from the date the monies were paid to Grantee. In the event of an audit exception, the current fiscal year grant award or subsequent grant awards will be offset by the amount of the audit exception. In the event the grant is not renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit exception and shall promptly repay any audit exception. a.) Public Access. The County and Grantee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Grantee in conjunction with this agreement; and the County shall have the right to unilaterally cancel this agreement upon violation of this provision by Grantee. 5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The terms, covenants, conditions, and provisions of this agreement shall bind and inure to the benefit of the County and Grantee and their respective legal representatives, successors, and assigns. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Grantee is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed as to find the Grantee or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. a.) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this agreement or be subject to any personal liability or accountability by reason of the execution of this agreement. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement, the Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this agreement and shall entitle the Grantor to terminate this agreement immediately upon delivery of written notice of termination to the Grantee. Florida Keys Wild Bird Center Purchase FY 2014 Funding — 2"d Round Contract ID#: 1325 5 8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The Grantee shall include in all agreements funded under this agreement the following terms: a.) Anti -discrimination. Contractor agrees that it will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. b.) Anti -kickback. Contractor warrants that no person has been employed or retained to solicit or secure this agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the Contractor has any interest, financially or otherwise, in County. For breach or violation of this warranty, the County shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this agreement is available at least in part through the County and that violation of this paragraph may result in the County withdrawing funding for the Project. c.) Hold harmless/indemnification. Contractor acknowledges that this agreement is funded at least in part by the County and agrees to indemnify and hold harmless the County and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments (collectively claims) arising directly or indirectly from any negligence or criminal conduct on the part of Contractor in the performance of the terms of this agreement. The Contractor shall immediately give notice to the County of any suit, claim or action made against the Contractor that is related to the activity under this agreement, and will cooperate with the County in the investigation arising as a result of any suit, action or claim related to this agreement. d.) Insurance. Contractor agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Contractor and the County from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Contractor for such injuries to persons or damage to Property occurring during the agreement or thereafter that results from performance by Contractor of the obligations set forth in this agreement. At all times during the term of this agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. Florida Keys Wild Bird Center Purchase FY 2014 Funding — 2"d Round Contract IDA 1325 M. 2. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and Property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Contractor, the County and the TDC shall be named as additional insured, exempt workers compensation. The policies shall provide no less than 30 days notice of cancellation, non -renewal or reduction of coverage. At all times during the term of this agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of insurance showing that the aforesaid insurance coverage's are in effect. e.) Licensing and Permits. Contractor warrants that it shall have, prior to commencement of work under this agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. f.) Right to Audit. The Contractor shall keep such records as are necessary to document the performance of the agreement and expenses as incurred, and give access to these records at the request of the TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. 9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify and hold harmless the BOCC/TDC and the 3406 North Roosevelt Blvd. Corporation or any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments arising directly or indirectly under this agreement. The Grantee shall immediately give notice to the Grantor of any suit, claim or action made against the Grantor that is related to the activity under this agreement, and will cooperate with the Grantor in the investigation arising as a result of any suit, action or claim related to this agreement. a.) Non -Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Grantee in this agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. b.) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such Florida Keys Wild Bird Center Purchase FY 2014 Funding — 2"d Round Contract IDA 1325 7 functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 10. NONDISCRIMINATION. County and Grantee agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Grantee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this agreement. 11. ANTI -KICKBACK. The Grantee warrants that no person has been employed or retained to solicit or secure this agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the County or TDC has any interest, financially or otherwise, in the said funded project, except for general membership. For breach or violation of this warranty, the Grantor shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 12. TERMINATION. This agreement shall terminate on September 30, 2014. Termination prior thereto shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to allow the continuation of this agreement pursuant to the terms specified herein, this agreement may then be terminated immediately by written notice of termination delivered in person or by mail to Grantee. The Grantor may terminate this agreement without cause upon giving written notice of termination to Grantee. The Grantor shall not be obligated to pay for any services or goods provided by Grantee after Grantee has received written notice of termination. Florida Keys Wild Bird Center Purchase FY 2014 Funding — 2"d Round Contract ID#: 1325 H. 13. TERMINATION FOR BREACH. The Grantor may immediately terminate this agreement for any breach of the terms contained herein. Such termination shall take place immediately upon receipt of written notice of said termination. Any waiver of any breach of covenants herein contained to be kept and performed by Grantee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide Grantor with certification of use of matching funds or matching in -kind services at or above the rate of request for reimbursement or payment is a breach of agreement, for which the Grantor may terminate this agreement upon giving written notification of termination. 14. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the Grantee and the Grantor. 15. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. This agreement is not subject to arbitration. Mediation proceedings initiated and conducted pursuant to this agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. a.) Venue. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this agreement, the County and Grantee agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. b.) Severability. If any term, covenant, condition or provision of this agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this agreement would prevent the accomplishment of the original intent of this agreement. The County and Grantee agree to reform the agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. c.) Attorney's Fees and Costs. The County and Grantee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate proceedings. Florida Keys Wild Bird Center Purchase FY 2014 Funding — 2"d Round Contract ID#: 1325 E d.) Adjudication of Disputes or Disagreements. County and Grantee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this agreement or by Florida law. This agreement shall not be subject to arbitration. e.) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this agreement, County and Grantee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this agreement or provision of the services under this agreement. County and Grantee specifically agree that no party to this agreement shall be required to enter into any arbitration proceedings related to this agreement. 16. ETHICS CLAUSE: Grantee warrants that he has not employed, retained or otherwise had act on his behalf any former County officer or employee in violation of Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the Grantor may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. The County and Grantee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee; commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this agreement. For the breach or violation of the provision, the Grantee agrees that the County shall have the right to terminate this agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. a.) Covenant of No Interest. County and Grantee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this agreement, and that only interest of each is to perform and receive benefits as recited in this agreement. b.) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 17. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a Florida Keys Wild Bird Center Purchase FY 2014 Funding — 2"d Round Contract ID#. 1325 10 bid on an agreement to provide any goods or services to a public entity, may not submit a bid on an agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real Property to public entity, may not be awarded or perform work as a contractor, supplier, sub -contractor, or consultant under an agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By executing this document grantee warrants that it is in compliance with this paragraph. 18. AUTHORITY: Grantee warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Each of the signatories for the Grantee below certifies and warrants that the Grantee's name in this agreement is the full name as designated in its corporate charter (if a corporation); they are empowered to act and contract for the Grantee, and this agreement has been approved by the Board of Directors of Grantee or other appropriate authority. 19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to commencement of work under this agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. 20. NOTICE. Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Joan Scholz Florida Keys Wild Bird Rehabilitation Center, Inc. 93600 Overseas Hwy Islamorada, FL 33036 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 and Ms. Christine Limbert-Barrows, Asst. County Attorney P.O. Box 1026 Key West, FL 33041-1026 21. CLAIMS FOR FEDERAL OR STATE AID. Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 22. NON -DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of Florida Keys Wild Bird Center Purchase FY 2014 Funding — 2nd Round Contract ID#: 1325 11 actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 23. NON -RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Grantee agree that neither the County nor the Grantee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this agreement. 24. ATTESTATIONS. Grantee agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 25. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this agreement or be subject to any personal liability or accountability by reason of the execution of this agreement. 26. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or failure to complete the project, in whole or in part, due to the occurrence of any contingency beyond its control or the control of its contractors and subcontractors, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of God, or act of nature (including presence of endangered animal species which cannot be timely removed in a safe manner or any act of any governmental authority which prohibits the project from proceeding as described in the scope of services and incorporated references and which the Grantee has exercised reasonable care in the prevention thereof. However, lack of planning for normal and expected weather conditions for the time of year the project is to be executed shall not constitute an act of God excusing a delay. Any delay or failure due to the causes stated shall not constitute a breach of the agreement; however, the BOCC shall have the right to determine if there will be any reduction to the amount of funds due to the Grantee after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to complete the project within the contract period. Upon demand of TDC or BOCC, the Grantee must furnish evidence of the causes of such delay or failure. BOCC shall not pay for any goods received or services provided after the date(s) described in paragraph 1 and Scope of Services. 27. EXECUTION IN COUNTERPARTS. This agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this agreement by signing any such counterpart. Florida Keys Wild Bird Center Purchase FY 2014 Funding — 2"d Round Contract ID#. 1325 12 d 7.�I NIIOJ 30NNOW . a '?110 'lil:1 <: MONROE COUNTY ATTORNEY t�Z �h did ZZ iidV bIOZ APPR®v D AS TO FORM: ISTINE M. LIMBERT=BMffDWSRbddE K� V/dCe�r �0couWF'20l4F . �nATTORNEY Client#: 93920 FLOKE1 ACORb. CERTIFICATE OF LIABILITY INSURANCE 4/07DATE (M12014 MIDDNM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Advanced InS.U/W LLC-Estero CONTACT NAME: PHONE FAX a/C No Ext : 954 963-6666 A/C, No): 9549641438 10600 Chevrolet Way Ste. 301 Estero, FL 33928 239 949-1888 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: CPC 13599 INSURED Fla Keys Wild Bird Rehabilitation Ctr Florida Keys Wild Bird Center 93600 Overseas Hwy Tavernier, FL 33070 INSURER B : INSURER C INSURER D INSURERS: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY _CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP IY MM/DDYY LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR APP V 0. I itnAA RY ENT EACH OCCURRENCE $ PREMISES Ea occur ence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRO_ POLICY JECT LOC PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS ES COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAR EXCESS LIAB CLAIMS -MADE EACH OCCURRENCE $ HOCCUR AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITYs ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WCP761271901 1/25/2014 05/12/201 X I WC STL TU- OTH- ER E.L. EACH ACCIDENT $1 OO 000 E.L. DISEASE -EA EMPLOYEE $100000 E.L. DISEASE - POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Monroe County Board of County Commissioners C/O Risk Managemen P. 0. Box 1026 Key West, FL 33041 GA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE n 19HR-2010 ACORD 26 (2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD TION- All rights reserved ACORV CERTIFICATE OF LIABILITY INSURANCE �� DATE(MM/DD 12/16/2013 013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Regan Insurance Agency 90144 Overseas Hwy. Tavernier FL 33070 CONTACT Brenda Monroe NAME: PHONEX_N (305) 652-3234 FAC o: (305)852-3703 E-MAIL". bmonroe@reganinsuranceinc.com INSURERS AFFORDING COVERAGE NAIC # INSURERA:Nautilus Insurance Co 17370 INSURED Florida Keys Wild Bird Rehabilitation Center 93600 Overseas Hwy Tavernier FL 33070 INSURER B : INSURERC: INSURERD: INSURER E : INSURERF: COVERAGES CERTIFICATE NUMBER:13-14 GL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR IM POLICY NUMBER MM/D DIYYYYl (MMIDD/YYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 7 OCCUR X NN391065 2/15/2013 2/15/2014 DAMAGE TO RENTED PREMISES Ea occurrence $ 50, 000 MED EXP (Any one person) $ Excluded PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ Included rx-1 POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAB . OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION I WC DRYSTATU- OTH- ER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Wild bird rehabilitation center Certfificate holder is shown as an additional insured per policy forms, limitations, conditions and exclusions APP S 1� MENT D WAIVER / �s CERTIFICATE HOLDER CANCELLATION Salvik-Maria@MonroeCounty- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC & TDC PO Box 1026 AUTHORIZED REPRESENTATIVE Key West, FL 33041 Joseph Roth/FTHOM�`%%Yc� ACORD 25 (2010105) ©1988-2010 ACORD CORPORATION. All rights reserved. A� " CERTIFICATE OF LIABILITY INSURANCEF4/4/2014YYY) DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Regan Insurance Agency 90144 Overseas Hwy. Tavernier FL 33070 CONTACT Brenda Monroe NAME: PHONE (305) 852-3234 FA N AXNo: (305)852-3703 EMAIL .bmonroe@reganinsuranceinc.com INSURERS AFFORDING COVERAGE NAIC # INSURER A:Hart ford Underwriters Ins Co INSURED FLORIDA KEYS WILD BIRD REHABILITATION CENTER 93600 OVERSEAS HWY TAVERNIER FL 33070 INSURER B : INSURERC: INSURERD: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER:2013-2014 Auto REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MMIDDY� MMfDDY EXP LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $ CLAIMS -MADE DOCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERALAGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY 7 PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Eaaccident 300,000 BODILY INJURY (Per person) $ A ANY AUTO ALL OWNED x SCHEDULED AUTOS AUTOS X 1UECLC5334 2/22/2013 2/22/2014 BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ X NED HIRED AUTOS AUTOS TOS Medical payments $ 5,000 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETORIPARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? El N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) Certificate holder is shown as an additional insured per policy forms, conditions, limitations and exclusions. AY p < I�AENT IVER N/A _ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County & TDC PO Box 866 AUTHORIZED REPRESENTATIVE Key West, FL 33041 Joseph Roth/BMONRO"� ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. Florida Keys Wild Bird Rehabilitation Center APPLICATION FOR CAPITAL PROJECT FUNDING This application is to request funding from the following District(s): ❑ District I: Key West - (shall encompass the city limits of Key West) ❑ District II: Lower Keys - (city limits of Key West to West end of Seven Mile Bridge) ❑ District III: Marathon — (west end of Seven Mile Bridge to Long Key Bridge) ® District IV: Islamorada - (between Long Key Bridge and Mile Marker 90.939) ❑ District V: Key. Largo - (from Mile Marker 90.940 to the Dade/Monroe County line and any portions of mainland Monroe County) APPLICANT ORGANIZATION: Florida Keys Wild Bird Rehabilitation Center (Registered business name exactly as it appears on www.sunbiz.orq). DESIGNATED PROJECT CONTACT PERSON: (Please note that the TDC Administrative Office conducts most of its correspondence, including contract and reimbursement material by email, so the person listed below should be able to accept responsibility for receipt of this information). Name & Title: Joan Scholz, Executive Director Telephone/mobile no: (305)619-0139 E-mail: jcscholz@att.net Address: 93600 Overseas Hlghway Islamorada, FL 33036 TYPE OF APPLICANT: ® Non -Profit ❑ Governmental Entity PROJECT TITLE: Wild Bird Rehabilitation & Education Center LOCATION OR ADDRESS OF PROJECT: Provide physical:(postal service) address, RE# and legal description (lot, block, subdivision) and attach map. 92080 Overseas Highway, Tavernier, FL 33070. RE #: 00481870 Legal Description:BK 2 LTS 8-9-10 Tavernier Harbor PB 2-36 Key Largo G40 - 231/32 OR1157- 1120D/C OR1331-744P/$ OR1335-1846/47TR OR1-. WHICH OF THE FOLLOWING APPLIES TO YOUR PROJECT? ❑ Publicly owned and operated ® Owned and operated by a non-profit organization ❑ Publicly owned and operated by a non-profit organization Monroe County Tourist Development Council FY 2014 Capital Project Application (2nd Round) Page 1 of 85 Florida Keys Wild Bird Rehabilitation- Center WHICH OF THE FOLLOWING BEST DESCRIBES YOUR PROJECT? ❑ Convention Center. ❑ Sports Stadium ❑ Sports Arena ❑ Coliseum . ❑_Auditorium ❑ Aquarium ❑ Museum ❑ Zoological Park ® Nature Center ❑ Fishing Pier ❑ *Beach or Beach Park Facility WHICH OF THE FOLLOWING APPLIES TO YOUR PROJECT? ® Acquire ❑ Construct ❑ Extend ❑ Enlarge ❑ Remodel ❑ Repair ❑ Improve *IF YOU CHECKED THE BOX FOR BEACH OR BEACH PARK FACILITY, WHICH OF THE FOLLOWING APPLIES? ❑ Improvement ❑ Renourishment ❑ Restoration ❑ Erosion control ❑ Maintenance ❑ Construct ❑ Repair If the TDC/County requires a Conservation Easement Deed or mortgage note requiring repayment of TDC monies in the event of transfer of ownership or change in use of the premises, would you be agreeable to executing same? ® Yes ❑ No Application is for 19% % of total funds to be obtained from all sources. Has applicant received previous TDC assistance: ® Yes ❑ No If yes, please specify year, amount, and nature of project. 2012 DAC IV $6,000 FKWBC Feeding Station to Cormorant Habitat Boardwalk Restoration 2012 DAC V $8,000 FKWBC Sanctuary Pelican Habitat Restoration Project 2011 $7,000 Florida Keys Wild Bird Center Tiki Hut Remodel 2003 $3,860. Cage Renovations for Educational Bird 2000 $21,000 To repair & improve main Visitor Boardwalk 1999 $10,000 To repair and improve Nature Boardwalk Monroe County Tourist Development Council FY 2014 Capital Project Application (2nd. Round) 7 Page 2 of 85 Florida Keys Wild Bird Rehabilitation Center List any previous grant-in-aid assistance received by the applicant or for the property from any government agency. Indicate year of award, amount, division which awarded the grant, and a brief description of the project assisted by each. In late 2011 the Center received a 1999 Chevy Van donation from Monroe County -Florida Public Works. The purpose of this van is to rescue sick and injured wild birds within a 100 mile radius. This van was also used for donated wild bird food pick up. For Fiscal year 2009/2010 the Center received a grant of $5,000 from Monroe Board of County Commissioner "in consideration of the Provider substantially and satisfactorily performing services for wild bird rescue programs in Monroe County". For Fiscal Year 2007/2008 the Center received a grant of $11,400 from the Monroe Board of County Commissioners "in consideration of the Provider substantially and satisfactorily performing services for wild bird rescue programs in Monroe County". For Fiscal Year 2006/2007 the Center received a grant of $12,000 from the Monroe Board of County Commissioners "in consideration of the Provider substantially and satisfactorily performing services for wild bird rescue programs in Monroe County". For Fiscal Year 2004/2005 the Center received a grant of $14,000 fro the Monroe Board of County Commissioners "in consideration of the Provider substantially and satisfactorily performing services for wild bird rescue programs in Monroe County". For purposes of this application no more than twenty-five (25%) percent of total project cost shall be of in -kind services and materials. TDC requires confirmation in writing that project funds are in place at the time of this application for grant funds (see Performance Guarantee on page 3). Payment is a 50% reimbursement of the total cost of each segment of the project, subject to the cap on expenditures for that segment as set forth in the contract. Applicant must be prepared to pay the entire cost of segment in advance of seeking the 50% reimbursement. (The project may be broken down into 2 or 3 segments. When one segment is completed, reimbursement of 50% of that cost can be applied for through the TDC.) a) TDC Funds Confirmed/Available Requested: Hard -Dollar Funds $105,000 $555,000 Confirmed Total Project In -kind Funds Cost (Up to a maximum of 25% of project) $ $555,000 b) State source of resources for the project specified in this application: (i) Hard -dollar: (ii) In -kind: $Cash In Hand Monroe County Tourist Development Council FY 2014 Capital Project Application (2"d Round) Page 3 of 85 Florida Keys Wild Bird Rehabilitation Center Projected in -kind services and goods shall be allocated the following values, subject to negotiation with. TDC/County. List. here all such anticipated values: In the space below, write a brief description of the overall project: The purpose of this project is to expand, improve and enhance wild bird rehabilitation efforts and the educational opportunities of the Florida Keys Wild Bird Rehabilitation Center (The Center). Project Wild Bird includes a capital . purchase of a commercial property outlined in the application, to serve as the Wild Bird Rehabilitation and Education Center. This cost effective, cost saving and innovative solution will sustain an organization that impacts birdlife, enriches tourism and educates our community and its visitors on environmental stewardship and responsibility. in the space below write a list of specific.items/services, and the dollar amount for each of those items/services that your requested TDC funds will be spent on: Aquisition of 92080 Overseas Highway, Tavernier, FL 33070 for $555,000. The application to DAC IV is for $105,000. The application to DAC V is: for $160,000. Monroe County Tourist Development Council FY 2014 Capital Project Application (2nd Round) 9 Page 4 of 85 Florida Keys Wild Bird Rehabilitation Center PROJECT DESCRIPTION Use: a) Original use of structure and date of construction: Built in 1944, the original structure was used as a locally owned towing and repair company. b) Modifications to the present date including date & description: In 2012, the current owner made the following modifcations: Re -Roof (2/10/2012), Interior Demolition (8/9/2012), Interior Remodel & Repair (2012/2013), Replaced Windows and Doors to impact resistent (3/30/2012). In 1992 a Courtyard was added to the property. In 2010, Lot 10 was combined with the parcel. c) Present use: Purchased in 2011 by the current owner, the property has been completely renovated yet vacant in that time frame. d) Any other uses between original and present: Purchased in 2011 to be renovated and to serve as a spiritual center, that project never came to completion and this property was placed on the market. e) Proposed use: Located in Tavernier, 1.5 miles south of the Wild Bird Sanctuary. This property will offer a secure and easily accessible Wild Bird Rehabilition and Education Center. It will provide resources and engaging education to visitors and locals while meeting the rescue and rehabilitation needs of the wild bird population. f) Insert or attach photograph of existing site: g) Historic designation: Indicate whether the property has been . listed in the National Register, is located in a National Register district, is a locally designated historic landmark or is located in a locally designated historic district. If located within a historic district, provide the official name of the district. This information is available from the planning agency having jurisdiction over the property. This propertv does not have a historic desiqnation All Capital projects funded by the TDC shall be owned and operated by a governmental entity or non-profit organization. Applicant shall provide proof of property ownership or long-term lease for consideration of funding. 2. Ownership or other interest in property by applicant: a) Official records reference for ownership documentation Monroe County Tourist Development Council FY 2014 Capital Project Application (2nd Round) 10 Page 5 of 85 Florida Keys Wild Bird Rehabilitation Center b) If not owned by applicant, provide -long-term lease of property..and provide notarized consent letter from owner for use of property as outlined in this application. 3. If proposed project calls for transfer of title of real property to County, two (2) current real estate appraisals and one (1) environmental .assessment shall be provided. The TDC/County shall ascertain, prior to acceptance of any donation or prior to purchase, that the property will pose no environmental hazard or liability for same, to County. The TDC/County must also ascertain permissible governmental interest in the transfer of title. Indicate any such proposed title transfers here. 4. This paragraph applies only to an acquisition funding request, but you will still need to complete items 5 through 13, whether this is new construction or renovations, additions or exhibits. The purchase amount shall not exceed the value of the property as determined by the average of two appraisals or the average of the closest two appraisals if more than two are obtained.. NOTE: The maximum, grant amount from tourist development revenue for . an acquisition project shall not. exceed 50% of the purchase amount. Indicate the area of the property to be. acquired in acres. This commercially zoned property provides ,2,537 Square Feet, 1/4 acre of land and offers the security that comes with a solid concrete building on higher ground with hurricane -impact windows. In evaluating applications for acquisition funding, an -important consideration is the appropriateness of the size of the site to be acquired. Determinations of the appropriateness of site size will be made on a case -by -case basis and will depend on the characteristics for which the property is considered to be significant. Sufficient property should.be acquired to assure that the historic relationship of a structure or archaeological site to its surrounding environment is preserved. However, it is important that no. more property than is necessary to achieve established preservation objectives be included in the acquisition project application. As this factor is crucial to favorable consideration of your grant application and will have substantial impact on the cost of the required application documentation, we encourage . prospective -applicants to consult with the staff of the TDC Administrative Office prior to initiating the required documentation. Monroe County Tourist Development Council FY 2014 Capital Project Application (2nd Round) 11 Page 6 of 85 Florida Keys Wild Bird Rehabilitation Center 5. Protection of property: Indicate any. type of state or federal protection currently afforded the property. It may be that more than- one type may be applicable. Provide citations for applicable local protective ordinances. Include copies of property -specific restrictive legal instruments in an attachment. By signing and submitting this application, the proposer warrants that all restrictions are disclosed. Failure to include every restriction. on the property may result in immediate termination of any contract and demand for return of any monies paid thereunder. There are no known state or federal protections -currently afforded the property. 6. - Is the property threatened by imminent destruction, deterioration or other loss which may include demolition, vacancy, severe deterioration, loss of structural integrity, encroaching development, adverse environmental conditions, vandalism, etc.? Be specific regarding the nature of immediacy of the threat. If so, describe in detail.: No, the current owner conducted an environmental study on the property, the board of directors of the Florida Keys Wild Bird Rehabiltation Center has had the property inspected. It is not threatened by imminent destruction..: 7. a) Are there any building restrictions on the site? If so, describe. Attach. copies of all recorded easement and restrictive covenants. By signing and submitting this application, the proposer warrants that all restrictions are disclosed. Failure to include every restriction on the property may result in immediate termination of any contract and demand for return of any monies paid thereunder. This property has building rights and restrictions dictated by Monroe County's Suburban Commercial zoning designation. Monroe County Tourist Development Council FY 2014 Capital Project Application (2"d Round) 12 Page 7 of 85 Florida Keys Wild Bird Rehabilitation Center b) Is the proposed project compatible with the County's Concurrency Requirements under the existing and proposed Land Use Comprehensive Plan? ® Yes ❑ No Describe. below how you have ascertained such compatibility. (Note: If your description does .not provide information about existing permits and/or review by the County Planning Department, your application shall be rejected.) John Stuart, FKWBC VP and Sara Hamilton, FKWBC Secretary, met with the Monroe County Planning and Building staff on Friday, November 22. The planning department was represented by Ray Ortiz and Barbara Bauman. The building department was represented by Jerry Smith. The planning staff stated the SC zoning was acceptable for an animal hospital. They also said the intensity of our proposed use (traffic) is consistent with the current use so we will not need additional parking. c) Is the proposed project compatible with Municipality under which you are applying Concurrency Requirements under the existing and proposed Land Use Comprehensive Plan? ® Yes ❑ No Describe below how you have ascertained such compatibility. (Note: If your description does not provide information about existing permits and/or review by the Municipality Planning Department, your application shall be rejected). This is a commercially zoned property that will be used in accordance with the Land Use Comprehensive Plan. The planning staff stated that future building expansion would a require variance due to a set -back issue. The variance request would go through Planning Commission. They did indicate a variance for an expansion of under 1,000 sq ft (a de minimis project under ROGO) would be easier to obtain and generally more acceptable to staff and the Planning Commission. The building staff did not see any issues with our initial remodeling plans. d) . Does the site contain endangered or threatened species of flora or fauna? ❑-Yes ® No Describe/Explain: NA Monroe County Tourist Development Council FY 2014 Capital Project Application (2nd Round) 13 Page 8 of 85 Florida Keys Wild Bird -Rehabilitation Center e) Indicate whether. or not the property will be accessible to the handicapped per Chapter 553, Part V, Florida Statutes and .the Americans with Disabilities Act, Public Law 1012 ...336. ® Yes ❑ No If not, provide a brief explanation: f) : Monroe County thinks that recycling is important. Does your entity recycle? ® Yes . ❑ No Describe/Explain: While we recycle standard recyclable materials: plastic, glass, cardboard, paper, etc. we also work hard to recycle items like fish for the rehabiliting birds. We cooperate with entities including Dolphin's Cove, Dolphin's Plus and Theater of the Sea to recycle bait fish. Our organization is so passionate about recycling for many reasons, the most important of which is that we see the impact on wildlife through our day to day rescues. We bring all recyclable materials to the Key Largo recycling location. One aspect of the Education Center will be to show the human impact on wild life when people do not dispose of waste properly -- a peripheral impact of this education is greater knowledge of recycling and green living. g) Public accessibility -and use: Indicate the extent to which the property is currently or will be scheduled to be open to the public each year (hours per day, days per week and weeks per year) upon project completion. Estimate the number of persons who will use or visit the completed facility annually. For archaeological projects, if the site will not. be accessible to the public, estimate the number of persons annually who will be exposed to the interpretive materials and reports. resulting from the project. How was this estimate derived? The Center will be open 7 Days a week from 8 AM to 6 PM. Currently, hundreds of visitors and locals each year bring sick and/or.injured birds to current rehablitation center. A more accessible property will increase these numbers.- In addition, the Education Center will add a complimentary program to the Sanctuary where over 60,000 people visit each year. The Center will host tours of visiting groups, student groups, alternative spring break trips and finally offer a professional yet fun environment to share the story of birds in the wild. The Center tracks visitor information through donations to the Boardwalk, mail, newsletter responses and through an informal guest sign -In registry. This allows for an educated estimate on public use and accessiblity. 8. Describe present physical condition of site: (attach legal description per property tax records). Indicate the present condition of the property by checking the appropriate term below: ® Excellent: The property .is habitable and occupied; no . repairs are needed.. All physical evidence indicates that the property is under continuous maintenance. Application is for expansion and enhancement. ❑ Good: The property is habitable and occupied; only cosmetic repairs are needed (e.g.,. peeling paint, missing ornamental features, some deteriorated mortar, etc.) Property is. maintained but in need of minor repair.. Monroe County Tourist Development Council FY 2014 Capital Project Application (2nd Round) 14 .Page 9 of 85 Florida Keys Wild Bird Rehabilitation Center ❑ Fair: The . property is habitable but may be vacant. Both the structural integrity (foundation, framing, etc.) and -weather tight integrity of the property (siding, walls, roofing, etc.) are in jeopardy because of prolonged neglect. ❑ Poor: The property is uninhabitable and vacant. Major structural repairs_ are needed: Weather tight integrity has been lost. The property is derelict, abandoned and not habitable without major rehabilitation work. Also, list any specific factors or problems which contribute to the present condition of the property. The property has been under renovation and vacant since 2011. It is in excellent condition. 9. List and describe all major work items included in the proposed project. This project proposal is solely for the purchase of the property and building. 10. Status of Project Planning: ❑ Not yet initiated ® Initiated ❑ Schematics complete ❑ Design development ❑ Documents complete ❑ Construction documents completed Monroe County Tourist Development Council FY 2014 Capital Project Application (2nd Round) 15 Page 10 of 85. . Florida Keys Wild Bird Rehabilitation Center 11. Name and Address of Project Consultant'(architect, engineer, contractor, etc.). NA - Joan Scholz, Executive Director, serves as Project Manager Enclose planning or architectural documents completed to date (1 set). 12. Has. a contract for architectural services or construction services been executed? ❑ Yes ®.No If .so, in the space provided on the following page., indicate the scope of services to be provided under this contract and whether these- services were obtained through competitive negotiations, requests for applications or other process. NA -- This project. proposal is soley for the purchase of the property. 13. Please check one of the following boxes regarding architectural services for this project: ❑ a signed, sealed bid process was utilized for acquiring architectural services or ® project does not require architectural services 14. Describe the means by which the structure(s) affected by this project will be maintained subsequent to restoration/rehabilitation. Include sources and estimated amounts of funding for such maintenance. It is the County's policy not to fund operations and maintenance costs of organizations notwithstanding any tourism promotional value of a project. The purchase of this property will provide a cost savings of nearly $30,000 each -year for the Florida Keys Wild - Bird Rehabilitation Center. Further renovations and maintenance of this property will be funded through ongoing donations, contributions and cash in -hand of the organization. Monroe County Tourist Development Council FY 2014 Capital Project Application (2nd Round) 16 Page 11 of 85 Florida Keys Wild Bird Rehabilitation Center PROJECT BUDGET AND TIMETABLE -ALL PROJECTS 1. Cost Estimates: List all major work items and the estimated costs of each. If the project is phased, segregate clearly those costs for the phase to be assisted by the TDC funds requested. All phases and total estimated cost of the entire project must be listed here. Phase 1: Purchase of 92080 Overseas Highway at $555,000. Total cost of phase/project for which funds are requested: a) Phase $555,000 b) Project $555,000 Amount of TDC funds requested: (Funds requested from TDC not to exceed 50% of the total project cost). a) Phase $105,000 b) Project $555,000 Total confirmed in -kind funds: $NA Monroe County Tourist Development Council FY 2014 Capital Project Application (2"d Round) 17 Page 12 of 85 Florida Keys Wild Bird Rehabilitation Center 2. Outline of expansion opportunity for acquiring further grants: The Center is also submitting a grant application to TDC DAV IV. Capital contributions have been secured by the Center. The launch of the Education Center assisted in securing a major grant to hire an education coordinator to carry out these efforts. 3. Tentative timetable. Indicate all major project activities and the anticipated time required to complete each stage of the project on the graph below. Project Timetable (in months) Project Activity 1 2 3 4 5 .6 7 8 9 10 11 ' 12 a). Closing within 30 day of acknowledgement of grant funding through the TDC. b). c). d). e). f). g)• Please indicate any critical dates and explain why they are critical: None at this time 4. What is the total project cost: $555,000 5. Length of time for project completion in months and year(s): 1 Month Monroe County Tourist Development Council FY 2014 Capital Project Application (2nd Round) 18 Page 13 of 85 Florida Keys Wild Bird Rehabilitation Center PROJECT BENEFITS - ALL PROJECTS 1. Is the primary purpose of the project to promote tourism in Monroe County? E Yes ❑ No 2. How will the project promote tourism in Monroe County? The Center is a highly visited property for visitors to the Florida Keys. Annually, more than 60,000 people visit the Sanctuary located at 93600 Overseas Highway. Nearly 90% of the Centers contacts are out of County. Visitors use the Center as they find injured wild birds. Visiting groups schedule volunteer work. Rated #3 in Trip Advisor, the Center has the opportunity to expand its programs to visitors. Acquiring a safe and accessible property allows the Center to add to the educational interests of visitors to the Florida Keys, assist with ecotourism and host volunteer groups. ADDITIONAL INFORMATION - ALL PROJECTS 1. District in which the project is located: Districts IV and V 2. Population of city/district where project activity will take place: Larqo/ Tavernier/ Islamorada: 20,861 3. Federal Employer's Identification Number of applicant's organization: 65-0020988 4. Permitting: List all permits required to complete this project: NA 5. Code Enforcement: Does your organization/property have any outstanding code violations? ❑ Yes ® No If you have answered yes, please explain below: NA Monroe County Tourist Development Council FY 2014 Capital Project Application (2"d Round) 19 Page 14 of 85 Florida Keys Wild Bird Rehabilitation Center 6. Outline of proposed program in which this project will promote tourism in Monroe County.. The Center plans to maximize the impact of the new Rehabilitation and Education Center through sharing the . information with over 5,000-contacts, 60,000 annual visitors and'a very extensive media list. Upon purchasing the building, appropriate TDC signage will be placed on the front of the building.. With a robust database where over 86% of contacts reside outside of Monroe County, the Center will announce . the purchase of the Hospital as well as a ribbon cutting ceremony open to the public and visitors. In 2014, the Center will launch the official Wild Bird Release program which will greatly connect people with their role as enviornmental stewards. This program will use the TDC logo as it is connected to the Rehab/Release program through the Rehabilitation Center. We expect participation from over 5,000 visitors each year. All printed materials for both the Center's Sanctuary and the Rehabilitation and Education Center will use proper TDC logos. Quarterly press releases for Rehabbed Wild Bird Release will tag TDC and invite -visitors and locals to participate. Regionall and Nationally: Press releases with photo and TDC tag.will be submitted to all media outlets including: Miami Herald, keysnews.com, keysnet.com, famtripper.com, National Geographic Traveler Magazine, Conde Nast, tripadvisor; YELP, Time -Out Magazine, Keys Life Magazine, Travel and Leisure Magazine,. seemybeach.com. Internationally the Florida Keys Wild Bird Rehabilitation Center has been promoted by French Espirit Camping Car Magazine with a 200,000 circulation, UK -OK! Magazine 300,000 circulation;The Kent Messenger --circulation 44,492, just to name a few. This purchase will promote tourism as well as educate visitors about being responsible environmental stewards during their time in: the Keys and when the leave. It will form a deeper public connection between the services of the Sanctuary and the rescue/ rehabilitation efforts. 7. Applicant must demonstrate the ability to complete the project as proposed and to maintain and operate the project as a viable and long-term tourist attraction that is open to the public. Included in this demonstration should be a summary of the. applicant's past grant experience, .past two . (2) year's financial statements, proposed operational budget and description of administrative resources .available to applicant and committed to the project. Attach financial statements, budgetary and other documents. Monroe County Tourist. Development Council FY 2014 Capital Project Application (2"d Round) 20 Page 15 of 85 Florida Keys Wild Bird Rehabilitation Center • ATTACHMENTS AND_:C.ERTIFICATIO:NS:-_ALL:P...RO ECTS 1. The following supporting documents are attached. a) ( Proof of ownership/consent of owner for use of property as outlined in this application: (i) [2 Official record reference for ownership documentation; or (ii) [X Consent letter from owner for use of property as outlined in this application b) Citations to applicable protective ordinance if applicable c) Copy of letter designating project manager d) © Map showing location and boundaries of project area (for all types of projects involving specific site or area which cannot be identified by a street address) e) Copies of photographs of existing conditions of project site(s) or area f) L. Documentation of confirmed project funds g) L Annual operating budget upon completion h) n Plans and specifications, if completed (development projects only— one set) i) x All restrictive documents governing use of the property j) Non-Collusion Affidavit and Verification Form (notarized) k) k 1 Drug Free Workplace Form I) x Print out of Sunbiz.org "Detail by Entity" m) Most recent copy of annual report I certify that the information contained in this application is true and correct to the best of my knowledge, and that I am the duly authorized representative of the applicant. Signature: Title: Date: Monroe County Tourist Development Council FY 2014 Capital Project Application (2176 Round) 24 Page 16 of 85 Florida Keys Wild Bird Rehabilitation Center Attachment A CONTRACT FOR SALE AND PURCHASE AND LEASE AGREEMENT' This -Contract for Sale and Purchase and Lease Agreement (this "Contract") is. made this �rNlay :of November, 2013, by DULY 14, LLC, . a. Florida limited liability company "Seller") and FLORIDA KEYS WILD BIRD REHABILITATION CENTER, INC., a Florida not -far -profit corporation ("Purchaser"). RECITALS lZ 1. Seller is the owner of a certain parcel of real property. (the "Land"located at 92080 Overseas Highway, )Key Largo, Monroe . County, Florida. containing approximately 14,000 square feet, mote or less, which Land is more particularly described in pproxit tel attached hereto and made a part hereof R 2. The Land is improved with, among other things, a a commer6- Wretail building containing approximately 2,500 square feet, parking area and related site improvements (the "Im rovements") R-3.. Purchaser desires to initially lease then purchase the Property, as such term is hereinafter defined, and Seller desires to lease and sell same to Purchaser, all in accordance with the terns and conditions hereinafter set forth NOW, THEREFORE, in consideration of the foregoing and of the mutual herein contained, and for other good and valuable considerationsts the receipt and sufficiency covenants which are hereby acknowledged by each of the parties heretof o, it , is agreed as follows: TERMS 1- INCORPORATION .OF RECITALS. The recitals to this Contract are hereby incorporated into and made a part of this Contract: The .effective date ("Effective this Date") o Contract shallbe the date upon which the last of the parties hereto. shall have executed same. 2. SALE — PURCHASE AND LEASE. The Seller agrees to lease, sell and convey to the Purchaser and the Purchaser agrees to lease and purchase from the Seller, the following described property, for the -price and under the terms and conditions provided -in this Contract: 2.01 The fee simple title to the Land. 2.62 All Improvements located upon -the Land. 2.03 All of Seller's interest (if an t. iPersonal roe y) in all fixtures, machinery, equipment and Other articles of P property rty (collectively, the "Personal Pronerlv_'� attached to the Land. 2.04 All easements, privileges, servitudes, appurtenances and other rights belonging to or inuring to the benefit of seller and pertaining to the Land. 1 is Page 17 of 85 6 Florida Keys Wild Bird, Rehabilitation Center 2:05 Seller' s interest, if any, in.any Leases ion the Land or any -portion thereof («Leases')' 206 Seller's interest, if any, ; in or to any strips .of land. or roadways adjoining the Land. All of the foregoing property is hereafter collectively referred .to as.: the. 3. PURCHASE PRICE A" TERMS: The purchase price (the "Purchase price") for the Property and all appurtenances thereto shall be the sun of FIVE HUNDRED FIFTY FIVE THOUSAND and Noll00 ($555,000:00) payable by Purchaser as follows: 3.61 Within one (1) business day after the Effective- Date, Purchaser shall deposit Twenty -Five Thousand Dollars ($25,000.00) (the "Initial De sit'I to be held in a non -interest bearing account at Isicoff, Ragatz & Koenigsberg P.L. Trust Account (the "Escrow A egenf �). The effective date ("Effective Date'' of this Contract shall be the date upon which the last of the Purchaser and Seller execute this Contract and the other party receives a fully executed original or copy of this Contract. 3.02 Provided .this Contract is not terminatedd duringthe .ins d; -as . -Inspection Perio provided below,, within one (1) business day following the expiration of the Inspection Period, the Purchaser shall deposit the Letter of Credit, as such term is defined in Section 13 hereof, in the sum of One Hundred Seventy Five Thousand and no -100 ($175 apoa- - ) Dollars (the "Second Deposit "and, together with the Initial Deposit to .be collectively - referred to herein as the "De osit" ). Once the Second Deposit is delivered to Escrow Agent, the term "DMR—sit" shall mean the Initial Deposit plus the Second Deposit; prior to such delivery, whenever _used in this Cont ract, the, term ­Degosif" shall mean only the Initial Deposit. The Deposit shall be credited against the Purchase Price, at Closing, however, at Purchaser's option,- the upon full payment of the, Purchase Price, the Letter of Credit will be released to Purchaser. If Purchaser has not. terminated this Contract ;on or. before ,the expiration of the Inspection Period: G) and fails to timely deliver the Second Deposit with the Escrow Agent, such failure shall, be deemed a default hereunder; and (R) the Deposit shall be non-refwidable Gontraat. except as otherwise expressly provided in this 3.03 The balance of the Purchase Price, subject to reimbursements, apportionments and adjustments as provided herein, plus the Deposit; shall be paid to the Seller at Closing by federal wire in clear funds. 4. TITLE To TgE PROPERTY- The property shall be sold, and good, -marketable and/or llJa able title thereto conveyed, subject to taxes for the year of Closing and subsequent years; all .laws and ordinances and zoning _and building codes, any state of facts a survey and .personal inspection of the Property mayreveal, all Leases, all covenants, conditions, restrictions; easements; reservations, declarations, limitations and other matters of record, those matters (if 2 Page 18 of 85 Florida Keys Wild Bird. Rehabilitation Center any) set forth on Exhibit `B" attached hereto and made a part hereof, those matters described as "standard exceptions" in an ALTA Form B owners title insurance. policy,' and the rights of Purchasers under Leases (collectively, .the "Permitted Exceptions"): 4,01 Within one -(1) day- after the. Effective Date, 'Seller ' shall, provide to. Purchaser's attorneys such base title information as Seller may have. in its possession. 4.02 Upon receipt of the- base title information, Purchaser shall obtain an owner's title insurance . commitment ("Title Commitment"): Prior to the expiration of the Inspection Period, Purchaser shall notify Seller in writing of any defects in marketability of title (as established from time to time by the Florida Bar), In the event Purchaser fails to so notify Seller of any such defects within said period, then the title shall be deemed acceptable hereunder. Notwithstanding Purchaser's notice of defects, Seller shall have no obligation to cure or correct such defects and, unless Purchaser elects -to terminate this Contract within the Inspection Period, title to the Property shall be conveyed subject to the matters, set forth in the Title. Commitment and the other matters. permitted under this Contract. Should defects arise subsequent to. the date of Purchaser's title .examination which are not caused by any act or omission of Purchaser, its agents or employees (the "Later Arising Title Defects"), Purchaser shall promptly notify Seller of same in writing (or they shall be deemed waived), in which event such defects shall be subject to cure in the -manner and subject to the limitations, described in this paragraph 4.02. In the event that Seller :is unable to cure the defects -described in the Title Commitment not later than the expiration of the Inspection Period, or the Later Arising Defects not later than Closing; Purchaser shall have the option, as its sole remedy, to either: (i) terminat%e this Contract by giving written notice thereof to Seller and Escrow. Agent, in which event the Deposit made hereunder shall be returned to Purchaser and the parties shall be ,relieved of 'all further obligations under this Contract (except those which, by their terms, survive termination of the Contract •)� or u (��) ac cept . title subject to such defects or Later Arising Defects, without.reduction in the Purchase. Price; provided, however, and notwithstanding anything to the contrary set forth in This paragraph; if Seller has been unable to cure the Later Arising Defects by Closing, at Seller's option, Closing may be extended for a period not to .exceed thirty (30) days for Seller to attempt to effect such cure. 4.03 Purchaser, at Purchaser's expense and within the Inspection Period, may have the Property. surveyed (the. "Survey") by a duly licensed and qualified Florida. land surveyor or engineer: Purchaser shall accept title to the Property subject to all matters shown on the survey. 5, CiosnvG DATA. Unless otherwise extended in accordance with the provisions of this Contract, the closing (the "Close ') of the transaction contemplated herein shall occur at 2.00 p.m., on the earlier of. (i).Deeember 29, 2014; (H) thirty (30) days following the TDG Grant. Date, as such term is defined in :Section 14 hereof. The Closing shall occur at the offices of Isicoff,. Ragatz & Koenigsberg, P.L. in Miami, Florida, or in escrow through an ,escrow agent on the Closing date pursuant. to closing escrow instructions ,mutually agreeable to Seller and Purchaser. 3 Page 19 of 85 Florida Keys Wild Bird. Rehabilitation Center 6. - INSPECHONS. -6.01 Commencing on the Effective Date hereof and terminating at 500 P. on the day .thirty (30) days followipg the Effective Date (the "Inspection -Period") and . upon prior reasonable notice to .Seller, Purchaser and Purchaser's authorized representatives shall_ have the right to inspect the Property to determine: (i).the physical condition of the buildings, structures and improvements thereon, including but not limited to roof,: electrical, mechanical, plumbing, lighting, heating,air vonditionin u the manner in which the improvements have been.. constructed; (iii) the soil condition of the Property; (iv) the Property's compliance with the laws, ordinances and codes; (v) whether, or not there is termite damage or infestation; and (vi) such. other matters as Purchaser may determine. Notwithstanding anything to the contrary, no inspections shall: (a) be conducted on the Property unless, at Seller's option, the Purchaser - its. representative is accompanied by Seller or its agent; (b) involve physical intrusions into, or damage or destruction to Y an of the Property without Seller's prior written consent; or (c) in any '. way affect, impair or interfere with the conduct of Seller's business .'activities, and those .of the 'Purchasers.. If the Purchaser receives a report which - is not satisfactory to Purchaser, in Purchaser's sole discretion, Purchaser shall have the right to terminate this Contract by notice to Seller and the Escrow Agent (which notice must actually be received by Seller and Escrow Agent on or before the expiration of the Inspection Period), in which event the Initial Deposit shall be returned to the Purchaser. Upon such refund, this Contract shallterminate and no party hereto shall have, any further rights or -obligations hereunder (except those which, by their.:terms, survive termination of this Contract). Failure by' Purchaser to elect to terminate -this Contract pursuant to thus paragraph 6.01' within . the Inspection Period shall constitute an election by Purchaser not to terminate this Contract. 6.02 - Daring the Inspection Period, Seller shall, without representation,. warranty or recourse, provide to the .Purchaser such information as maybe reasonably, requested and which is in Seller's possession, such as copies of existing title insurance policies,.Leases, surveys, and environmental reports or audits and soil tests. As consideration to Seller for - granting the Inspection. Period, if Purchaser elects to terminate this Contract pursuant . to paragraph 7.01, concurrently -with such termination Purchaser shall provide Seller. all of the materials previously delivered to Purchaser as well -as copies of any surveys, - tests, inspections; reports or other data relating to the Property received by Purchaser from -sources. other than Seller or prepared by Purchaser in connection with or as a result of its investigations. 6.03 . Purchaser acknowledges that the Property will be conveyed to Purchaser in its existing condition, 'as is," without any representati.on.or warmnty.of Seller or of any nature whosoever, express or implied, oral. or written; except -as specifically set forth herein. Purchaser further acknowledges .that Purchaser is not relying upon any information, -documents, sales brochures, projections, 'proformas, statements or other matters not expressly contained in this Contract or any documents, studies, materials or information with respect to the Property. prepared by third parties. purchaser acknowledges and agrees that Seller:.has afforded . and is :affording- to Purchaser full and complete access to the Property for the purpose of making any. and all tests, inspections or evaluations as Purchaser may desire and that Purchaser has inspected (or will,-. prior to Closing,, have inspected) the Property to the extent 'desired by Purchaser. 4 Page 20 of 85.. O Florida Keys Wild Bird Rehabilitatiori Center Purchaser acknowledges that Purchaser.shalltake title to the Property subject to any and all risks concerning same and the physical condition and characteristics thereof, including; without limitation, any defects, conditions or problems concerning the Property (whether.patent or latent, or known or unknown). 6.04 Purchaser acknowledges that it is not entitled to rely upon . Seller or Seller's agents or employees with respect to the quality, nature, adequacy or physical condition of the Property;'soiN ground water; utilities, habitability, merchantability or fitness, suitability, zoning or compliance of the Property -and its :operations with any applicable codes, laws, regulations,statutes, ordinances, covenants or conditions, or the quality. of labor .or .materials relating to the Property. PURCHASER ACKNOWLEDGES THAT -SELLER HAS NOT MADE, AND, WILL NOT MAKE, ANY WARRANTIES S OR REPRESENTATIONS, AND THAT NONE ARISE BY _ OPERATION OF LAW, WITH RESPECT TO ANY MATTER RELATING TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, ANY .WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A- PARTICULAR USE OR PURPOSE, . OR WITH RESPECT TO THE..VALUE, . PROFITABILITY OR MARKETABILITY.. OF THE PROPERTY. PURCHASER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND WILL NOT MAKE, ANY REPRESENTATIONS' OR WAS WITH RESPECT TO THE PROPERTY'S ENVIRONMENTAL CONDITION OR COMPLIANCE. WITH ANY ENVIRONMENTAL LAWS OR REQUIREMENTS INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO THE EXISTENCE OR REMOVAL OF ASBESTOS OR THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS OR TOXIC WASTES OR MATERIALS. Further; Purchaser does hereby release and-. discharge Seller .(and Seller's officers, directors, shareholders, partners, agents and employees, as applicable),from and against any and all claims, :demands, actions, causes of action, costs and - expenses of any nature whatsoever (including; without limitation, any right to . damages; . rescission,- cancellation, indemnity, contribution or any other remedy) which arise from or pertain to the Property or the physical condition .or suitability for use thereof and whichare based, in whole or in part,- upon any contamination of, or presence in, on or under the Property, of: any hazardous or toxic wastes or materials of any kind or nature whatsoever. 6.05 Except with respect to requests for information in the ordinary course of business, Purchaser shall . not, directly or indirectly, contact or communicate with any - governmental authority with respect to the . status or condition of the Property without Seller`s prior consent: 6.06 At the time of each inspection or test, Purchaser shall: (i) promptly repair anr damage to the Property which may result from Purchaser's. inspections or tests; (ii) return, the Property to .the condition in which it existed immediately prior thereto; and (iii) not permit the ,filing of any mechanic's liens for any inspections, tests or repairs. Purchaser shall defend, indemnify and hold Seller harmless from and against any and all claims, actions, causes of action, damages, liabilities, injuries, costs and expenses whatsoever (including, without. limitation, attorneys' fees at trial and.appellate levels) arising out of or caused by Purchaser or its. agents' acts or omissions (including,' without limitation, the failure of Purchaser to pay the cost of ` Page 21 of 85 Florida Keys Wild Bird. Rehabilitation Center any -labor, services or materials furnished to or on behalf of Purchaser) during such inspections or tests and the foregoing indemnification shall survive termination of this Contract or: the Closing, 6.07 Prior to Purchaser or its' agents entering the Property, Purchaser shall - provide to Seller evidence _reasonably satisfactory to Seller: (i) of the existence of Purchaser's public liability insurance in an amount not less than $1,000,000 with .a company reasonably satisfactory to Seller; (H) that Seller has been named -as a co-insured of such insurance.- . 7. LEAsE PtuoR To CLOSING Commencing on the first day following the last: day of the inspection -Period, and provided that this Contract has not been terminated during the Inspection Period .(the "Commencement Date), though the Closing Date (the "Lease�Term"), Seller. shall demise and lease to the Purchaser and the Purchaser shall lease and take from the . Seller, the Property; in accordance with the following terms and conditions: 7.01 Rent Purchaser covenants and agrees to pay to Seller, at the address of Seller specified or furnished pursuant to the terms hereof, during Lease Term, net, monthly rental in the sum .of TWO THOUSAND AND N0/100 ($2,00000) DOLLARS. Such net. monthly rental (hereinafter called the `Base Rent") shall be in addition to, and :over :and above all other payments io 'be made by Purchaser as hereinafter provided, and such rent shall be paid' in advance on the first day of each calendar month during the term of this Lease. In addition to any other charges required herein, Purchaser shall pay any sales or use tax required to be paid. If the Commencement Daze is on a date other than the. first (1 st) day of the month, Purchaser shallpay on the first (1st) day of the Lease Term an amount of Base.Rent computed, on a pro rata basis for - the period from such day tothe end of the month in which the Lease Term commences. 7.02. Taxes; Assessment, etc. It shall be the obligation of Purchaser to pay all taxes, assessments, water and sewer rents, rates and charges, charges for public utilities, any and all expenses related to the operation and maintenance of the Property,. excises, levies, license . and permit fees and other- governmental charges, which at any time during the. term of this Lease. may be: so assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien on, the Property or any part thereof or any appurtenance thereto (all such taxes, assessments, water and sewer rents, rates and charges, charges for public utilities, excises, levies, license fees and other governmental charges being hereinafter referred to as , "Impositions" and any. of the .same being hereinafter referred to as an "Imposition), -provided,, however, that it by law; any Imposition may at the option of the'taxpayer:be paid..in installments (whether or not interest shall accrue on the unpaid balances of such Imposition) the same (and any accrued interest on the unpaid balance of such Imposition) may be paid in installments. In the event the Lease Term expires (including any renewal_ terms as hereinafter provided); then the. Purchaser shall have no responsibility to pay any unpaid installments at the time of the expiration provided that all installments are current: In the event that the Commencement Date is November 1 or later, Seller shall pay the real estate taxes.for:the Property for the tax year 2013" whereupon". Purchaser shall reimburse. Seller for the proportionate share of real estate taxes commencing on the Commenicement.Date and ending on December 31, 2013, payable within 10 days of demand. 7.03: Insurance. During the term:.of this Lease, .Purchaser, at its own cost, and expense, but for the mutual benefit of 'Seller. and Purchaser shall continuously and at all 6 Page 22 of 85 Florida Keys Wild Bird, Rehabilitation Center times: (a) Keep all buildings and improvements and equipment on; in or appurtenant to -the Property at the commencement of the term and thereafter erected thereon or. installed therein; including allalterations,, rebuildings, replacements, - changes, additions and improvements insured against all risks of physical loss or damage in an amount..sufficient to Prevent Seller and Purchaser from becoming co-insurers under provisions of applicable policies . of insurance but in any event in an amount not less than 100%. of the full replacement costs as determined from time to time in the reasonable discretion of the Seller. (b) ;Comprehensive General Commercial liability insurance (including coverage for elevators and escalators, if any, on the Property on an "occurrence" basis, against claims for bodily in jury` including death, property damage and "Personal Injury" occurring in, on - or -about the -Property and the adjoining streets, sidewalks and passageways, such insurance to name'Seller as an additional insured and to be in form, -content and amount satisfactory to Seller. In=no event -shall the amount of such coverage be less . than Two Million and N91100 Dollars ($2,000500000); (c) Windstorm Insurance in an amount equal to 100% replacement cost with a deductible not exceeding five (5%) percent;: (d) If the Improvements are located in. aSpecial Flood -Hazard Area, as definedbythe Flood Insurance Rate Map issued' by 'the Department of Housing and Urban. Development, flood insurance in form, content and amount satisfactory to BaWc. Such amount shall in no event be less than the full replacement cost of the Improvements (without deduction -for depreciation); All insurance provided by Purchaser as required by this Section 7.03 and elsewhere in this Conract shall be carried in favor of Seller and Purchaser, as their respective interest may appear. If requested by Seller, such insurance against risks. of physical loss- shall. include -the interest of the :holder of any mortgage on the fee of the Troperty and shall provide that loss, if any, shall be payable to such holder under a standard mortgagee clause. Allsuch insurance shall be taken in such responsible companies as Seller shall approve, such approval not to be unreasonably withheld. All such policies shall require fifteen (15) days notice by mail to Seller of any cancellationthereof or.change affecting coverages thereunder. 7.04. 1Vlaintenance and Repair of Ego gga during the Lease Term, .Purchaser; at its sole cost and expense, will continuously take good care of the _Property and maintain each and every_ part and portion thereof in a reasonable condition d enable it to properly conduct its business and will continuously make all necessary and :desirable repairs thereto, interior and exterior, structural and non-structural, ordinary and extraordinary, and unforeseen and foreseen. When used in this Section, the term "repairs" shall also include all necessary replacements and renewals to the Property. All repairs made by Purchaser shall be comparable, or at Purchaser's option, .better, in quality and .class to the original work. Except as my be specifically .provided herein, Seller shall have no duty: or. obligation to make any alteration, addition, change, improvement, replacement -or repair to, or to demolish, any buildings or improvements now or dam, Page 23 of 85 Florida Keys Wild Bird Rehabilitation Center hereafter erected or maintained on, the Property. No building or improvements now or hereafter erected on the Property during the Lease `Term shall be structurally altered taken down or removed by Purchaser without the prior writtenconsent of Seller. Purchaser shall also, at its own cost and expense,. put,, keep, replace and maintain in thorough repair, and in good, safe and substantial order and condition,. and -free from dirt, rubbish and other obstructions_ or encumbrances, the sidewalks, areas, oil. or gas pipelines, sidewalk hoists, railings, gutters and curbs in front of and adjacent to the Property. 7.05 Compliance with Laws,Ordinances and Other Regulations Throughout the Lease Term, Purchaser, at its sole cost and expense will promptly comply with all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments,courts, rules and regulations of the Insurance Services Office or any . other body exercising. similar functions, foreseen. or unforeseen, ordinary as: well as extraordinary; which may be applicable to the Property and the sidewalks, curbs adjoimngAhe Property or to the use . or manner of use of the Property or the owners, Purchasers, ' or occupants thereof, whether or not such law, ordinance, rule, regulation or requirement shall necessitate structural changes or improvements or interfere with the use and enjoyment of the Property: Purchaser shall have the right to contest by appropriate legal proceedings diligently conducted is good faith,in the name of Purchaser or Seller or both, without cost or expense to. Seller, the validity or application of any law, ordinance, order, rule, regulations or requirement of the nature referred to in Section 7.05 7.06 Discharge of Liens Purchaser will not create or permit to be created or to remain, and will discharge, any lien, encumbrance or charge (levied on account of any Imposition or any mechanic's, laborer's or materialmen's lien or any. mortgage, conditional sale, title retention agreement or chattel mortgage, or otherwise) which might be or become a lien, encumbrance or charge upon the Property or' any part thereof. If any mechanic's, laborer's or materialmen's lien shall at any time -be filed against the Property or any part thereof, Purchaser, within thirty (30) days after notice of the filing thereof, will cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. 7.07. Use of Properly During.thel Lease Term, purchaser will not ' use or allow the Property or any part thereof to be used or occupied for any unlawful: purpose. and will not suffer any -act to be done or any condition to exist on the Property or any part thereof, or any article to be brought thereon, which may be dangerous, unless safeguarded as required by law, or which may, in law, .constitute a nuisance, public or private, or which may snake void or voidable any Insurance then in force with respect thereto. 7.08 Hazardous Materials Neither Purchaser nor its agents, assigns, employees, or contractors shall cause or permit hazardous materials to be brought upon, kept, or -used in, on, ;or about the Property, except as permitted under and in full compliance with all environmental laws. If Purchaser obtains knowledge of the actual or suspected release of a hazardous material, then Purchaser shall notify Seller in writing of such actual or suspected release. Purchaser shall notify Seller. of any inquiry, test, investigation, or enforcement Proceeding by or against -Purchaser involving a release. If Purchaser or, its agents, employees, or contractors shall cause or permit a release, then Purchaser shall notify Seller of such release and 8 Page 24 of 85 Florida Keys Wild Bird Rehabilitation Center begin investigation and remediation of such release, as required by all environmental laws. Purchaser shall indemnify and defend Seiler (and Seller's employees, agents, partners, officers, and directors) against, and protect and hold Seller (and Seller's employees, agents, officers, and directors) harmless from all claims, actions, suits, proceedings, judgments, losses, costs, damages, liabilities (including, without limitation, sums paid in settlement of claims), fines, penalties; or expenses (including, without limitation, reasonable attorneys' fees and consultants' fees, investigation and laboratory fees, court costs and litigation expenses), that arise during the Lease Term as a result of such breach or contamination. This indemnity shall include, without limitation, 0) any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit, or proceeding for personal injury (including, without limitation, sickness, disease, or death), tangible property damage, nuisance, pollution, contamination, leak, spill, release, or other effect on the environment, and (ii) the cost of any required or necessary investigation, repair, clean-up, treatment, or detoxification of the Property, and the preparation and implementation of any closure, disposal, remedial, or other required actions in connection with the Property. For the purposes of this Section 7.08 the following terms shall be defined as follows: (a). "Environmental Laws" means those laws relating to the storage, use, generation, manufacture, installation, release, discharge, or disposal of hazardous materials. (b) "Hazardous Materials" means (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls (PCBs), (iv) radioactive materials, (v) radon gas, or (vi) any chemical, material, or substance defined as or included in the definition of "hazardous wastes", "hazardous substances", "hazardous materials", "extremely hazardous waste", "restricted hazardous waste", "toxic substances", or words of similar import, under any applicable laws, including, but not limited to, the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. §6901 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.), and the Hazardous Materials Transportation Act, as amended (49 U.S.C. §1801, et seq.), the Toxic Substances Control Act, as amended (15 U.S-C.A. §2601, et seq.). (c) "Laws" means all statutes, ordinances, orders, rules, and regulations of all federal, state, or local government agencies. (d) "Release" mans the disposal, placement, or existence of any hazardous materials in, on, about, or under the Property in violation of any environmental laws. 7.09 Default Provisions - Conditional Limitations - No Waiver 7.09.1 Each of the following events shall be a default hereunder by ]Purchaser and a breach of this Contract: (a) If Purchaser shall fail to pay Seller any Base Rent required to be paid by Purchaser during the Lease Term, as and when the same become due and payable, and shall not make such payment within ten (10) days after their due date. 6 Page 25 of 85 0 Florida Keys Wild Bird Rehabilitation Center (b) If Purchaser shall fail to pay Seller any additional rent or other charges, other than Base Rent, as may be required to be paid by Purchaser during the Lease Term, on or before ten (10) days from the date Purchaser receives written notice from Seller that the same is due. (c) Purchaser shall default under any provisions of this Contract, including the obligation to close, in accordance with the terms hereof. A Except with respect to defaults arising under section 7.09.1(a), (b) or (c) hereof Purchaser shall fail to perform any of the other agreements, terms, covenants, or conditions hereof on Purchaser's part to be performed and such non-performance shall continue for a period of thirty (30) days after receipt by Purchaser of written notice thereof from Seller, which notice shall set forth the nature of Purchaser's failure to perform, by Purchaser, or if such performance cannot be reasonably had within such thirty (30) day period, Purchaser shall not in good faith have commenced such performance within such thirty (30) day period and shall not diligently proceed therewith to completion- (d) A decree or order by a court or determination by an applicable state or federal agency having jurisdiction (i) adjudging or determining the Purchaser a bankrupt or insolvent, or (ii) approving as properly filed a petition seeking reorganization of the Purchaser under the Bankruptcy Act or any other state or federal law relating to bankruptcy or insolvency, or (iii) for the appointment of a receiver or liquidator or trustee in bankruptcy or insolvency of the Purchaser, or if its property or any substantial portion of its property, or (iv) for the winding up or liquidation of the affairs of the Purchaser if not a bank or the filing of an involuntary petition against Purchaser that is not otherwise dismissed within sixty (60) days after being filed- (e) The Purchaser shall (i) institute proceedings to be adjudged a voluntary bankrupt, or (ii) consent to the filing of a bankruptcy proceeding against it, or (iii) file a petition or answer or consent seeking reorganization or readjustment under the Bankruptcy Act or any other state or federal law, or otherwise invoke any law for the aid of debtors, or consent to the filing of any such petition, or (iv) consent to the appointment of a receiver or liquidator or trustee in bankruptcy or insolvency of it or of its property or any substantial portion of its property, or (v) make an assignment for the benefit of the creditors, or shall admit in writing its inability to pay its debts generally as they become due, or (vi) take any corporate action in furtherance of any of the aforesaid purposes. 7.09.2 Remedies. In the event of a default referred to in Section 7.09.1 or otherwise contained in the Contract -has occurred and is continuing beyond the applicable cure and notice period, Seller may at its option and without further notice to Purchaser: (i) terminate the Contract and retain the Deposit held by the Escrow Agent, as liquidated and agreed damages, whereupon Seller and Purchaser shall be relieved of all further obligations under the Contract (except those which, by their terms, survive termination of this Contract and Seller's right to obtain possession of the Property in accordance with Section 7.09.3 hereof). The parties acknowledge and agree that this provision for liquidated and agreed damages is a bona fide provision for such and is not intended as a penalty or a forfeiture, as the damage to Seller, in the event of Purchaser's default, is impossible to determine or ascertain as of the date of this 10 Page 26 of 85' Florida Keys Wild Bird -Rehabilitation Center Contact. "Purchaser acknowledges and agrees that the liquidated and agreed mount of damages is. reasonable under the "circumstances. 7.09.3 Possession.. Follow*mga default and Seller's exercise of its remedies contained in Section 7.09.2 hereof, :Seller may bring summary proceedings against -Purchaser pursuant to the provisions -of Florida `Statutes ,and Rules of Civil Procedure or any applicable: federal law, rule or regulation; and 00 reenter and repossess the Property in, which event Purchaser agrees to immediately surrender the Property to Seller. Purchaser has no:right-to retain possession of the -Property or any part thereof beyond the.expiration-or. earlier termination of the Lease Term,. If Purchaser holds over with or without the consent of Seller: (i) the Base Rent Payable shall be .increased to 200% of the Base Rent applicable during the month immediately preceding such expiration or earlier termination. Nothing contained herein shall be construed as consent by Seller to any holding over by Purchaser. Purchaser shall lndemnify, defend ,and hold Seller harmless; from and against any and all claims, demands, actions, lasses,- damages, obligations, costs and expenses,, including, without limitation, attorneys' fees incurred or suffered by Seller by reason of Purchaser's. failure to surrender the Property on the expiration or earlier termination of the Lease Term in accordance with the provisions of this' Contra ct. 7.10, Changes and Alterations Purchaser" shall have the "right during the Lease Term to make, at its sole cost and expense; non-structural. changes .and alterations in or of the property, sdbject, however, in.all cases to the following: (a) .. No single or nonstructural_ change or alteration involving an estimated cost of more than $10,000, or multiple changes or alterations -aggregating more than $50,000 in any twelve (12) month period shall be made without the prior written consent of the Seller, which consent shall not be unreasonably withheld. (b) No change or alteration shall be undertaken until Purchaser shall have procured and paid for all required permits and authorizations of all municipal .departments and governmental subdivisions having jurisdiction. Seller shall join in the application for such permits or authorizations whenever such action is necessary. (c) Any ,such structural changes or alteration involving an estimated. cost of more than .$10,000 shall be conducted under the supervision of an architect or engineer selected by Purchaser and approved 'in writing by Seller (such approval not to be unreasonably withheld), and no such structural .change or alteration shall-be=made except in accordance with detailed plans and specifications -and cost estimates prepared and approved in writing by such architect or engineer and approved in writing by the Seller. (d) Any change or alteration shall be made promptly (unavoidable delays excepted) and in good and .workmanlike manner and in compliance with all applicable permits and authorizations and building and zoning laws and with all other laws, -ordinances, orders, rules, regulations and requirements of all federal,- state and municipal governments, departments; commissions, boards and_ officers, and in- accordance with the orders, rules and regulations of the. Insurance Services Office or any ;other body hereafter, exercising similar functions. _ 11 Page 27 of 85 Florida Keys Wild Bird Rehabilitation Center (e) The cost of any such change or alteration shall be paid in (if a release of lien is obtained from those parties performing the work) so that the Property shall at all times be free of liens for labor and material supplied or claimed to have been supplied to the Properly. (f) All alterations and additions thereto to any building and any rebuildings, replacements, changes and improvements thereto, on or in the Property which may be erected, installed or affixed on or in the Property during the Lease Term, are and shall be deemed to be the property of the Purchaser during the Lease Term. Upon expiration or any termination of the Contract, except as otherwise provided herein such therein, same shall be delivered to Seller and become the property of the Seller. 7.11 Indemnity. Throughout the lease Term Purchaser shall defend, protect, indemnify and hold harmless Seller and Seller's Agents against and from any and all claims, suits, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys' fees, costs and disbursements) arising from (1) the use of the Property by Purchaser or Purchaser's Agents, or from any activity done, permitted or suffered by Purchaser or Purchaser's Agents in or about the Property, and (2) any act, neglect, fault, willful. misconduct or omission of Purchaser or Purchaser's Agents, or from any breach or default in the terms of this Contract by Purchaser or Purchaser's Agents, and (3) any action or proceeding brought on account of any matter in items (1) or (2). If any action or proceeding is brought against Seller by reason of any such claim, upon notice from Seller, Purchaser shall defend the same at Purchaser's expense by counsel reasonably satisfactory to Seller. 8. REPRESENTATIONS OF SELLER. Seller hereby warrants and represents as follows: 8.01 The Seller owns fee simple title to the Property, free and clear of all liens and encumbrances, except the Permitted Exceptions. 8.02 Seller has the legal power and authority to own, to enter into this Contract and to convey the Property in accordance with the terms hereof. In the event that Purchaser determines that any of the foregoing warranties and representations are inaccurate in any material respect, Purchaser shall promptly notify Seller of same in writing and Seller shall have until Closing in which to use reasonable efforts to. cause the warranty and representation to be materially accurate; provided, however, that if Purchaser's notice to Seller is given within fifteen (15) days of the date of Closing, at Sellers option, Closing may be extended for one or more periods of time not to exceed. thirty (30) days in the aggregate. Tn the event Seller is unable to cause the warranty and representation to be materially accurate by the date of Closing (as same may be extended as provided in this paragraph), Purchaser may, as its sole remedy, either: (i) waive such inaccuracy and consummate this transaction without reduction in the Purchase Price; or (ii) terminate this Contract by notice to Seller and the Escrow Agent, in which event the Deposit shall be returned to the Purchaser and no party hereto have any further rights or obligations hereunder (except those which, by their terms, survive termination of this Contract). 12 Page 28 of 85 Florida Keys Wild Bird Rehabilitation Center No warranty. or. representation shall survive Closing for .a period of :more than ninety (90) days and any action based on an alleged materially inaccurate warranty or misrepresentation must be brought -within 30 days following the expiration of said ninety (90) day period. or such claim shall be deemed waived. 9.. BROKERAGE. Each party hereto represents and warrants to the other that it has incurred no finder, real estate, brokerage, advisory or other fee in connection with the transaction contemplated by this Contract, except. Island Equity Real Estate (the "Seller's Broker") and (the "Purchaser's Broker " and, together with the Seller's Broker collectively referred to herein as the -`Brokers"). The Brokers shall be paid by Seller, at closing; pursuant to a separate. written agreement. Each party hereto agrees to indemnify and defend the other party and hold it harmless against any claims, costs, losses and damages incurred by them - n connection with any claims by third parties for any finders; .real estate, brokerage, advisory or similar fees. Purchaser acknowledges that it has not and will not rely upon any representations which may be contained in any listing sheet or upon any representations of any .broker or salesperson, including the Brokers. 10.- NOTICES. All notices or other communications required or desired to be given or made pursuant hereto, or for the purposes of invoking or enforcing any of the provisions hereof, shall be in writing and be either: (i) personally delivered (including delivery by Federal Express or other courier service), in which case they shall be deemed delivered 'on the date of delivery; (ii) sent.by Western Union Telegram, in which case they shall be deemed delivered on the date Western Union delivers its telephonic communication; (iii) sent by facsimile (with telephonic confirmation of receipt); or (iv) sent by certified mail, return receipt requested, postage prepaid. All notices or other communications shall be addressed as follows: If to Seller: July 14, LLC 417 Laguna Avenue Key Largo; Florida 33037 Attn: Kathy Lasseter, Manager With Copy to Isicoff, Ragatz & Koenigsberg, P.L. Seller's Attorney: 1200 Brickell Avenue Suite 1900 Miami, FL 33131 Attn: Jay Koenigsberg, Esq. Fax: 305-373-3233 e-mail: koenigsberg@irlaw.com If to- Purchaser: FLORIDA KEYS WILD BIRD REHABILITATION CENTER, INC 93600 Overseas Highway Tavernier, Florida 33070 Attn: Joan Scholz, Executive Director 13 Page 29 of 85 Florida Keys Wild Bird Rehabilitation Center With a Copy to Purchaser's Attorney: Russell A. Yagel, Esq. Hershoff, Lupino & Yagel, LLP 90130 Overseas Highway Tavernier, A 33070 Phone: (305) 852-8440 Fax: (305) 852-8848 ryagel@tropicalaw.com or to such other addresses as the parties may hereafter designate by written notice to the others. All notices or other communications sent.by certified mail, as described above, shall be deemed given hereunder on the earlier of. (1) actual receipt; or (ii) if by mail, three (3) days after deposit in the United States mail in accordance with the foregoing; except for notices of change of address which shall be deemed given upon actual receipt by the other party. For purposes of this paragraph notices from counsel for either party to counsel for the other party shall be deemed notice hereunder. 11. DEFAULT BY PURCHASER. If Purchaser shall default in Purchaser's obligations under this Contract or fail to timely consummate Closing for any reason other than Seller's default, then Seller shall be entitled to receive the Deposit held by the Escrow Agent, as liquidated and agreed damages, whereupon Seller and Purchaser shall be relieved of all further obligations under this Contract (except those which, by their terns, survive termination of this Contract). The parties acknowledge and agree that this provision for liquidated and agreed damages is a bona fide provision for such and is not intended as a penalty or a forfeiture, as the damage to Seller, in the event of Purchaser's default, is impossible to determine or ascertain as of the date of this Contract. Purchaser acknowledges and agrees chat the liquidated and agreed amount of damages is reasonable under the circumstances. 12. DEFAULT BY SELLER. If Seller becomes in default of Seller's obligation to close under the provisions of this Contract for any reason other than Purchaser's default or Seller's inability to cure title defects raised by Purchaser in accordance with paragraph 4 of this Contract, then Purchaser shall, as its sole remedy be entitled to either: (i) receive a refund of the Deposit held by the Escrow Agent, whereupon Seller and Purchaser shall be relieved of all further obligations under this Contract; or (ii) elect to initiate an action against Seller for the specific performance by Seller of this Contract. 13. LETTER of CREDIT. In lieu of cash the Seller has agreed to accept the Second Deposit in the form of an irrevocable unconditional Standby Letter of Credit payable upon presentation (on sight) in the sum of One Hundred Seventy Five Thousand and no/100 ($175,000.00) Dollars (the "Letter of Credit'), naming Escrow Agent as beneficiary. The Letter of Credit shall be issued by a US Barak (FDIC) reasonably acceptable to the Seller (the "Issuing Bank") and in form and substance acceptable to Lender and its counsel, however, Escrow Agent must be able to draw upon the Letter of Credit, without Purchaser's joinder, upon furnishing the issuer thereof with an affidavit stating that the Contract is in default and has remained in default 14 �Vx Page 30 of 85 Florida Keys Wild Bird Rehabilitation Center beyond any applicable notice and cure period. The Letter of Credit shall be for a term of not less than one year and be automatically extending and renewed until midnight on December 31, 2014. In the event that notice of revocation of the Letter of Credit ("Revocation Notice") is delivered by the Issuing Bank, Seller shall have the right to immediate, and without farther notice or demand, draw and negotiate the Letter of Credit whereupon the proceeds shall be added to the "Deposit" and held and disbursed in accordance with the terms hereof. 14. TDC GRANT. The Purchaser anticipates applying for a grant from the Tourist Development Counsel for a portion of the Purchase Price (the "TDC Grant"). In the event that Purchaser is awarded the TDC Grant, the date such funds become available to the Purchaser for the acquisition of the Property shall be referred to as the "TDC Grant Date." 15. DUTIES of r ESCROW AGENT. The Escrow Agent is directed to deposit all funds delivered by Purchaser pursuant to paragraph 3 in a non -interest -bearing trust account with The Northern Trust Company or other financial institution located in Monroe or Miami -Dade County, Florida, and disburse the funds in accordance with the provisions of this Contract. At the request of Escrow Agent, Purchaser shall complete and execute a Payer's Request for Taxpayer Identification Number (W-9) and such other instruments as the institution holding the funds may request. The parties acknowledge that: (i) the duties of Escrow Agent are purely ministerial; (ii) the Escrow Agent shall not be liable or responsible for the collection of the proceeds of any check tendered to Escrow Agent; (iii) the Escrow Agent shall not be bound by any modification, amendment, termination or recision of this Contract unless in writing and signed by Escrow Agent, Seller and Purchaser; and (iv) the Escrow Agent shall not be liable for any failure of the depository, nor for actions taken in good faith hereunder, but only for its gross negligence. If Closing is consummated hereunder, Escrow Agent shall deliver the fiends to Seller or as otherwise specified by the Seller, in writing. If this Contract is terminated in accordance with its terms, the Escrow Agent shall deliver the funds to the party entitled to receive same in accordance with the terms of this Contract. If Closing is not consummated due to the default of either party, the Escrow Agent shall deliver the funds to the party entitled to receive same in accordance with the provisions of this Contract. Escrow Agent is authorized to deliver the funds as directed in a writing signed by both Seller and Purchaser (and such other parties which Escrow Agent reasonably determines are necessary). In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the parties (or their successors) and the Escrow Agent may assume that any individual purporting to give instructions in accordance with the provisions of this Contract has been duly authorized to do so_ The Escrow Agent is acting as a stakeholder, only, with respect to the funds. Notwithstanding anything to the contrary, in the event of any controversy hereunder, Escrow Agent may interplead the fiords to the appropriate judicial forum, whereupon Escrow Agent shall be released from all further obligations hereunder. Escrow Agent is authorized to comply with all laws, orders, judgments, decrees and regulations of any governmental authority or court and Escrow Agent shall have no liability for such compliance, notwithstanding a later reversal, modification, vacation or annulment of any Iaw, order, judgment, decree or regulation. Purchaser and Seller agree, jointly and severally, to reimburse and indemnify Escrow Agent for all loss, liability, costs and expenses (including, without limitation, reasonable attorneys' fees at trial and appellate levels, whether for outside counsel or Escrow- Agent's own time) incurred by Escrow Agent arising out of or in connection with the Page 31 of 85 15 7/-� Florida Keys Wild Bird Rehabilitation Center performance of its duties hereunder (including, without limitation, the cost of defending against any claim or liability arising out of or relating to this Contract). Seller and Purchaser hereby release Escrow Agent for any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder. Purchaser agrees that Escrow Agent may represent Seller in any litigation arising out of or in connection with this Contract and Purchaser acknowledges that Escrow Agent.is the law firm representing Seller. 16. A ppORTIONWNTs. Since real estate and personal property taxes, water, sewer, electric, gas, telephone and other utility charges (to the extent practicable), permits and licenses, service and maintenance contract premiums and other expenses and revenues of the Property shall be the obligation of the Purchaser during the Lease Team no proration or adjustments shall be made at closing for such items. All pending, certified, confirmed and ratified special assessment liens as of the shall be paid or assumed by Purchaser 17. RECORDING FEEs. Seller shall pay the cost recording any documentary stamp tax on the Special Warranty Deed to be delivered at Closing. Seller shall pay the cost of recording any corrective title instruments which Seller has agreed to provide. Purchaser shall pay the cost of the title search, Title Commitment charge and the premium for the owner's title insurance policy to be issued pursuant to the Title Commitment. 18. CLOSING PxocEnuRE. 18.01 At Closing, Seller shall deliver each of the following duly executed documents to the Purchaser: 18.01.1 Upon full payment of the Purchase Price the Escrow Agent shall deliver to Purchaser the Letter of Credit 18.01.2 A Special Warranty Deed conveying fee simple title to the Property. 18.01.2 A Quit Claim bill or sale conveying to Purchaser the interest of Seller, if any, in the Personal Property. Purchaser acknowledges that Seller has acquired the Personal Properly, if any, through foreclosure and makes no representation or warranty with respect the ownership of any particular personal property nor its condition, it being understood by Purchaser that all such Personal Property shall be "as -is" and Seller shall convey any interest it may hold therein without representation or warranty. 18.01.4 An affidavit attesting to the absence of mechanics' liens upon the Property arising as a result of Seller and certifying, if true, that there have been no labor, materials or improvements provided or famished to the Property within the preceding ninety (90) days of Closing which have not been paid for in full (or which will not be paid from closing proceeds). 18.01.5 An affidavit attesting to the fact that Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. 16 Page 32 of 85 a - ?19- Florida Keys Wild Bird Rehabilitation Center 18.01.6 A closing statement. 18.02 At Closing, Purchaser shall deliver all of the following to -Seller: 18.02.1 The cash sum described in paragraph 3.03 hereof. 18:02.3 Any and all other documents to be delivered by Purchaser pursuant to :this Contract. 19. RISK OF LOSS.. If. the improvements presently contained on the Property are damaged by fire or other casualty prior to Closing, Seller shall not be obligated to repair or restore the improvements and this transaction shall be closed on the Closing date and Seller shall assign to Purchaser all proceeds from the instirance policies provided by'Purchaser. 20. E>vmvENT DomAm. In the event that the Property or any portion thereof is taken by eminent domain prior to Closing: (i) and such proceedings affect a minor portion of the Property, this transaction shall be closed in accordance with :the terms hereof and, at time of Closing, Seller shall execute and deliver to Purchaser an assignment of the condemnation award, in form and content reasonably satisfactory to Purchaser; or (ii) such proceedings affect a major Portion of the Property, (as hereafter defined), .Seller may, at Seller's option: (a) return to Purchaser the Deposit in which event this Contract shall be terminated and all parties shall be released from any and all further . obligations hereunder (except those which, by their terms, survive termination of this Contract); or (b) proceed with Closing; and at time of Closing execute and deliver to Purchaser an assignment of the condemnation award, in form and content . reasonably satisfactory to Purchaser. For purposes of subparagraph.(H) of this paragraph 20, a "major" portion of the Property shall mean that .portion of the Property which would, in Seller's reasonable judgment, materially affect the present operation of the Property. 21. CHOICE OF LAw; CONSTRUCTION. It is the intention of the parties that this Contract be construed and governed in accordance with the provisions of Florida law. This Contract shall not be more strictly construed against one party than against the other by virtue of the fact that it way have been physically prepared by one party or by its attorneys, both parties and their respective attorneys having participated in the negotiation, drafting and preparation of this Contract. The terms "hereby," "hereof, "hereto," "hereunder" and any similar terms refer to this Contract in its entirety and not solely to the particular section or paragraph in which the term is used: 22. GENDER.: In construing this Contract, the singular shall be held to include the plural, the plural shall include the singular, and the use of any gender shall include every _other and all genders. 23. SUCCESSORS AND ASSIGNS. This Contract shall be binding upon and shall inure to . the benefit of the respective heirs, personal representatives, successors and assigns of the parties, and shall not be assignable by Purchaser except to a affiliated entity, or subsidiary of Purchaser, which reasonably, demonstrates, to Seller, that it is financially solvent and has the 17 Page 33 of 85 Florida Keys Wild Bird Rehabilitation Center ability to pay the Purchase Price and other sums due hereunder by the Closing Date and assumes and joins into this Contract or executes a separate written agreement which binds such assignee to the same obligations, representations, warranties and indemnifications made by Purchaser herein. Such assignment and assumption shall be evidenced b written Y a agreement in form and content reasonably satisfactory to Seller. No assignment shall relieve Purchaser of its obligations hereunder. 24. IECOIDING/MEmoRANIDum of CONTRACT. Provided this Contract is not terminated during the Inspection Period, following the expiration of the Inspection Period Purchaser and Seller shall enter into a Memorandum of Contract in the form attached hereto as Exhibit "C" and incorporated herein (the "Memorandum") in order to provide notice of the existence of this Contract and the lease contained herein. Seller and Purchaser shall simultaneously enter into a Termination of Memorandum of Contract in the form attached hereto as Exhibit "D" -and incorporated herein (the "Termination'). The Memorandum shall be delivered to the Clerk of the Circuit County, Monroe County, Florida for recording among the Public Records, the cost of which shall be paid by Purchaser and the Termination shall be delivered to Escrow Agent. If Purchaser defaults under the terms of the Contact, Escrow Agent will record the Termination in the Public Records of Monroe County, Florida. Upon the Closing of this Agreement in accordance with its terms by Purchaser, as evidenced by the recording of the deed of conveyance from Seller to Purchaser in the Public Records of Monroe County the Memorandum shall be deemed terminated and of no further force and effect without the requirement for the recording of the Termination. 25. CAPTIONS. The captions used in this Contract are for convenience of reference only and in no way define or limit the scope or intent of this Contract or any provision hereof. 26 PARTIAL INVALIDITY. In the event any term .or provision of this Contract is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Contract shall be construed to be in full force and effect. 27. 11AM. Time shall be of the essence of this Contract. 28. MERGER. This Contract represents the sole and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and replaces all previous agreements and understandings of the parties, whether oral or in. writing. No modification or amendment to the terms hereof shall be binding on either of the parties unless in vailing and executed by the party against whom such modification or amendment is sought to be enforced. 29. COUNTE"ART9. This Contract may be executed and delivered (including by facsimile or electronic [.pdf] communication) in any number of counterparts, each of which, when executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument. 18 Page 34 of 85 10- Florida Keys Wild Bird Rehabilitation Center 30. FURTHER AssuRANCEs. The parties agree to execute all further instruments and take all such further action that may be reasonably required by any party to fully effectuate the terms and provisions of this Contract and the transactions contemplated herein. 31. I.dmAuom In the event of litigation between the parties with respect to the Property, this Contract or the performance of their respective obligations hereunder, or the effect of termination under this Contract, the prevailing party shall be entitled to reimbursement of all costs and expenses incurred by such party in connection with the litigation, including reasonable attorneys' fees at trial and appellate levels. Notwithstanding any provision of this Contract to the contrary, the obligations the parties under this paragraph 31 shall survive termination of this Contract. 32. WEEKEND AND LEGAL, HouDAYs. If any date set forth for the performance of any obligation hereunder or for delivery of any instrument or notice shall be on a Saturday, Sunday or legal holiday, the compliance with such obligation or delivery shall be deemed acceptable on the next business day following same. As used herein, the term "legal holiday" means any state or federal holiday for which financial institutions or post offices are generally closed in the State of Florida for observance thereof As used herein, the term "business day" means any day other than a Saturday, Sunday or legal holiday. The calculation of all days and dates herein shall be computed in calendar days, unless specific reference is made to computing such time frame in "business days." 33. RADON GAs. 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 requirements have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 34. WAIVER of CLAms. In addition to any other acknowledgments or waivers contained in this Contract, Purchaser, on behalf of 'itself and its successors and. assigns, acknowledges and agrees that the consummation of the transactions described herein shall be deemed a waiver, release and discharge by Purchaser of any claim which Purchaser has, might have or may have against Seller with respect to: (i) the condition of the Property (whether patent or latent); or (ii) Seller's performance or non-performance of any obligation, term or provision of or under this Contract. 35. LEAD PAINT. Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead -based paint that may place young children at risk on developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real estate is required to provide the buyer with any information on lead - based paint hazards from risk assessments or inspection in the seller's possession and notify the buyer of any known lead -based paint hazards. A risk assessment for inspection for possible lead - based paint hazards is recommended prior to purchase. Kt 19 Page 35 of 85� FLORIDA KEYS WILD : BIRD REI ABfUTATION .'CENTER,- INC., a Florida not=for profit corporation, G' -Soh A • STu e s T By:. F 4k.zc v,g_ Nam Title: Date:_�j 7� 2013 Florida Keys Wild Bird Rehabilitation Center EXHIBIT `°A„ Lots 8, 9, and 10, Block 2, Tavernier Harbor, according to the plat thereof,, as recorded in Plat Book 2, Page 36, of the Public Records of Monroe County, Florida. Page 38 of 85 Florida Keys Wild Bird. Rehabilitation Center EXHIBIT "B" Schedule B -- Exceptions This. policy does riot insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: 1; Taxes for the year of the Date of Policy and taxes or special assessments which are not shown as existing liens by the Public Records. 2.. Rights or claims of parties in possession not shown by the -public records. 3. Easements or claims of easements not shown on the public records. 4. Any lien provided by County Ordinance or by Chapter 159, Florida Statutes, in favor of any, city, town or village, for unpaid service charges for services by any water system or sewer system serving the subject property, and any lien for waste fees in favor of any county or municipality. 5. Any encroachment, encumbrance, violation, variation, or adverse circumstance that would be disclosed by an inspection or an accurate and complete land survey of the Land and inspection of the Land. 6. Any adverse ownership claim by the State of Florida by right of. sovereignty to any portion of the Lands insured hereunder, including.submerged, filled and artificlally.exposed lands, and lands accreted to such lands. 7. All matters contained on the Plat of Tavernier Harbor, as recorded in Plat Book 2, Page 36, Public Records of Monroe County, Florida. 8. Covenants, conditions and restrictions contained in Warranty Deed recorded January 8. 1947, in Deed. Book G•27, Page 452, Public Records of Monroe County, Florida. 9. Covenants, conditions and restrictions contained in instrument recorded June 22, 2009, in OR Book 2418, Page 2174, Public Records of Monroe County, Florida. 10. State Law under Chapter 76-190 and Chapter 22F-8.02 of the Florida Administrative Code for Land Planning for -the Florida Keys Area of Critical State Concem, recorded in OR Book 668, Page 43,, Public Records of Monroe County, Florida. 11. If neither the survey nor any other fact known to the Title Agent indicates that the subject property - is submerged, or was at any time submerged, or that there is water in, upon or adjacent to the property, the general sovereignty land exception may be deleted from the owner policy issued pursuant to this Commitment, despite the above Exception 3 (Exception 8 if this is a Fund Title Certificate) to the contrary. 12. Rights of -the lessees under unrecorded leases. Page 39 of 85 Florida Keys Wild Bird, Rehabilitation Center EXHIBIT "C" This instrument was .prepared by. Jay Koenigsberg, Esquire Isicoff, Ragatz & Koenigsberg, P.L. 1200 Brickell Avenue Suite 1900 . Miami, Florida 33131 . MEMORANDUM OF CONTRACT: THIS MEMORANDUM OF CONTRACT ("Memorandum") is made and entered into as of the _ day of . 2013, by and between JULY 14, LLC, a Florida. limited. liability company, having. an address of 417 Laguna Avenue, Key Largo, Florida 33037 (the "Seller") and FLORIDA, KEYS WILD_ BIRD . REHABILITATION CEN TER, INC., a Florida. not -for -profit: -corporation having an address of. 93600 Overseas Highway, Tavernier; Florida 33070 (the "Purchaser"). WHEMS, Seller and Purchaser have entered into a Contract for Sale and Purchase and Lease Agreement dated , : 2013 ("Contract") whereby Seger agreed to Lease and Sell and Purchaser agreed to Lease and Purchase from Seller that certain property loeated in Monroe County, FM ida more particularly described as (the "Property"): SEE ATTACHED EXHIBIT "A" HERETO All parties. are hereby pkeed on notice of Purchaser's interest in . the Property pursuant to the Contact This Memorandum shall terminate and be null,: void and of no further force and effect .upon the recordation in the public records of Monroe County, Florida ("Public Records') of a release of fliis Memorandum Public Records of a deed from executed by Seller and Purchaser, or upon the recording in. the Seller to Purchaser conveying the Property to Purchaser. IN WITNESS WHEREOF, this Memorandum- of Contract has been duly executed by Seller and Purchaser as of the date and yearJirst above written 24 Page 40 of 85 Florida Keys Wild Bird Rehabilitation Center This instruinent_was prepared by: EXHIBIT "E" Jay Koenigsberg, Esquire. Isicoff, RagaU &Koenigsberg, P.L. 1200 Brickell Avenue, Suite .1900 Nami, Florida 33131 RELEASE AND TERNIINATION OF CONTRACT THIS RELEASE AND TERMINATION OF CONTRACT CT ennination7) is made and entered into as of the day of , 20 , by and between JULY 14, .LLC, a Florida limited liability company, having an address of 417 by Avenue, Key Largo, Florida 33.037 (the .eller') and FLORIDA KEYS WILD BIRD REHABILITATION CENTER, IN " S C„ a Florida not -for -profit corporation having an address 'of. 93600 Overseas Highway, Tavernier, Florida 33070 ("Purchaser"). WHEREAS, Seller and Purchaser have entered into a Contract for Sale and Purchase and Lease Agreement dated , 2013 ("Contract") whereby Seller agreed to Lease and Sell and Purchaser agreed to Lease and Purchase from Seller that certain property located in Monroe County, Florida more particularly described as (the `Property"): WHEREAS, Seller-, and Purchaser executed a Memorandum of Contract recorded in Official Records Book , at Page , of the Public Records of Monroe County, Florida, evidencing the Contract ("Memorandum of Lease"). NOW' THEREFORE, in consideration of the sum of S10.00 and other good and valuable consideration, the receipt, - adequacy and su,ciency of which is hereby acknowledged, Seller and Purchaser hereby agree that the Contract and the Memorandum of Contract are hereby released and rendered nu14 void and of no further force and effect and are, hereby discharged from the Public :Records of Monroe County, Florida. All partdes are hereby placed on notice of the termination of Purchaser's interest in the Property pursuant to the Contract and the Memorandum of Contact, and all third parties dealing with the Property may rely on -this Termination withoutfurther inquiry or verifuation. Page 41 of 85 Florida Keys Wild Bird Rehabilitation Center ,.--�s 4 FLORIDA KEYS WILD BIRD CENTER tl RESCUE , REHAB , RELEASE Attachment C January 8, 2014 Monroe County Tourist Development Council 1201 White Street Suite 102 Key West, Florida 33040 Dear TDC Representatives, This letter serves to designate Joan Scholz as the Project Manager for the Florida Keys Wild Bird Rehabilitation Center Inc. 2014 2nd Round Capital Project (Bricks and Mortar Funding Application to purchase of a commercial property outlined in the application, to serve as the Wild Bird Rehabilitation and Education Center. She will be responsible for all statements provided in the Application submitted to the TDC for consideration. Any and all questions relating to the aforementioned projects shall be directed to Joan. Her contact information is as follows, email: jcscholz@att.net, office 305-852-4486, cell 305-619-0139. Sincerely, John Stuart Board Vice-President THE LAURA QUINN WILD BIRD SANCTUARY ADDRESS: 93600 Overseas Hwy,MM93.6,Tavernier,FL 33070 HOSPITAL ADDRESS: 93997 O/S Hwy,Tavernier,FL 33070 phone/fax number:(305)852-4486 email: info@fkwbc.org www.fkwbc.org facebook fkwbc FLORIDA KEYS WILD BIRD REHABILITATION CENTER INC.IS A TAX-EXEMPT,NOT-FOR-PROFIT AGENCY DESIGNATED AS 501(c)3 BY THE I.R.S. EIN:65-0020988 A copy of the official registration and financial information may be obtained from the division of consumer services by calling 1-800-435-7352 within the state. Page 42 of 85 Registration does not imply endorsement,approval,or recommendation by the state. T II7 (a CD A W O -n OD Ln Interior Remodel for 92060 Overseas Hwy, Tavernier I NE 1, 1 1 LE_____, -1 ggVIEWED BY PRIVATE PROVIDER -n O Q. 0) (D 1G ,N 0--a � T1 (D W Cr N O j'9 ��}PG 1O� j��►�'j17� I �' FLORIDA BUILDING CODE olt 'fin 1n c8n�=I!DBY M K� OWNER: I Believe Foundation Kathy Lasseter, Director LIST OF DRAWINGS 417 Laguna Ave Key Larg9o. FL 33037 SP-1 Existing Site Plan Phone: (305) 298-2928 ,�,vis•��� SP-2 Revisions Site Plan9. y ARCHITECT: Dave Boerner. Architect. P.A. .'F� PK Parking Detail r+ �� ,, Qi + L-I Landsca a Detail w dO��R:; •••' ' ,,. ij' D-I Interior Deemo Islamorada, Florida 33036 � �wc e Demolition Plan ITI � Phone: (305) 852-5674 -�� A -I Interior Remodelin Plan E-Mail: keysorchitectoyahoo.com 4 �� A-2 Interior Details &elevations A-3 Restroom Plans & Details A-4 Reflected Ceiling Plan & Details r7 PROPERTY: Lots 8. 9 and 10. Block 2. Tavernier ,o % ARoontsz A-5 Courtyard Plan 3� Sections d Harbor as Per Plat Book 2. Page 36. ��<4;' •.,, „•. ••:��'�i� M-1 HVACyPlan. Schedules & Details Public Records. Monroe County. Florida., �,,�, py i." °` i� P-I Plumbing Plan. Schedules & Details Owner: July 14th. LLC p��ascss�9 E-1 Lighting Plc„ & Schedule RE[ Number: 00481870-000000 (Alt Key 1591131) E-2 Power/Communication Plan/Schell Florida Keys d i I t I ent F.RANTV T.A -NTT) S�TTRA7FVTl\TC' T.T.f' SURVEYORS • LAND PLANNERS 83266 OVERSEAS HIGHWAY, SUITE 300, ISLAMORADA, FLORIDA 33036 Phone (305) 664-0764 FAX (305) 664-0816 CERTIFICATE OF AUTHORIZATION NUMBER LB7698 CERTIFIED TO: JULY 14TH, LLC LEGAL DESCRIPTION: LOTS B. 9 & 10. BLOCK 2, TAVERNIER HARBOR ACCORDING TO THE PLAT THEREOF.' AS RECORDED W PLAT BOOK 2, PAGE 36 OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA. LOT 7 BLOCK 2 FIP 3 A" 0.15'8/ LOT 1 BLOCK j o° LOT 8 1 BLOCK 2 6 R' \ �• ONE STORY`riOg• 't`:�"w � cRoe nsoN�r EL '"�' ''ter' `i•�?y=M . � BU7LDTXC /92080 °',y '., t� �" •+�.;4 LOT 9 ` BLOCK 2 LOT BLOCK 2\�( ' FND 3. y9 ry ' : e •1•'yb o.1s' CURVE DATA:(C-1) RADR7S-26.00' DELTA-45*53'14- TANGENT-10.58' LENGTH-20.02' CRORD=19.49' CURVE DATA--2) RADRIS=25.00' DELTA=44'09'2S TANGENT 10J4' LENGTH=19.27' CRORD=18.79' 0. °.� '�GdcE.•.. -7 + .ao¢�CRs,B.'.. ' Frig'+° �Rno9oG�� c. ±'. +.�•' T \ pt 0.25 siNG O.PS'S► �. FND ;..0'pfir / N.W. RIIV LINE j /FND 3925 FND 3925 0.2'S as's ..ti. JOB No. K72001 SEC. 27, TWP. 62 S., RGE 38 E. MONROE COUNTY, FLORIDA Attachment D 2 SCALE 1"=30 0' S' /0' 20' SO' 40' So' SURVEYOR'S NOTES: 1.) ALL CORNERS FOUND HAVE NO NUMBER DESIGNATING PREVIOUS SURVEYOR OR COMPANY EXCEPT AS SHOWN. 2) ALL BEARINGS AND DISTANCES ARE MEASURED PER PLAT UNLESS OTHERWISE NOTED. 3.) NO UNDERGROUND ENCROACHMENTS, FOUNDATIONS OR UTILITIES HAVE BEEN LOCATED OR SHOWN UNLESS OTHERWISE NOTED. 4.) NO INSTRUMENTS OF RECORD REFLECTING EASEMENTS, RIGHTS —OF —WAY AND/OR OWNERSHIP WERE FURNISHED THIS SURVEYOR EXCEPT AS SHOWN HEREON._ 5.) ELEVATION DATUM: N/A FB/P: SB37/32-33. BASIS OF BEARINGS: STATE PLANE COORDINATES, CENTERLINE OF OVERSEAS HIGHWAY BEING N'42'26'36"E. 6.) THIS IS TO CERTIFY THAT I HAVE CONSULTED THE FEDERAL INSURANCE ADMINISTRATION FLOOD HAZARD BOUNDARY MAP, COMMUNITY No.125129, PANEL No.0919 K. EFFECTIVE DATE 2/18/05, AND THE HEREON DESCRIBED PROPERTY APPEARS TO BE IN ZONE AE, WITH BASE FLOOD ELEVATIONS OF 9' & 10', AS SHOWN HEREON. THE SURVEY DEPICTED HERE IS NOT COVERED BY PROFESSIONAL LIABILITY INSURANCE F.I.R FOUND IRON ROD, SIZE INDICATED CERTIFIED SEC. SECTION S.I.P. SET IRON PIPE, 3/4- P.LS. #4619 TWP. TOWNSHIP F.I.P. FOUND IRON PIPE, SIZE INDICATED RGE. RANGE F.N.D. FOUND NAIL AND DISK DEED SN.D.SET NAIL AND DISK, P.LS. y4619 PLAT F.C.M. FOUND CONCRETE MONUMENT M JPJ MEASURED P.R.M. PERMANENT REFERENCE MONUMENT C CALCULATED P.C.P. PERMANENT CONTROL POINT � CENTERLINE P.I. POINT OF INTERSECTION C NC. COV. CONCRETE COVERED P.C. POINT OF CURVE ELEV. ELEVATION P.O.B. POINT OF BEGINNING pp POWER POLE R/W RIGHT-OF-WAY OH OVERHANG TYP. TYPICAL OHW OVERHEAD WIRE MHWL MEAN HIGH WATER LINE SC SEWER CONNECTION N,S,E,W, NORTH, SOUTH, EAST, WEST. SV SEWER VENT CONCRETE WALL � WATER METER Page — cLF CHAIN LINK FENCE �—�-o—� WF WOOD FENCE/PF PLASTIC FENCE FOR BOUNDARY SURVEY I HEREBY CERTIFY THAT THIS SURVEY MEETS THE MINIMUM TECHNICAL STANDARDS AS SET FORTH BY THE FLORIDA BOARD OF PROFESSIONAL SURVEYORS AND MAPPERS IN CHAPTER 5J-17.050, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO SECTION 472027, FLORIDA STATUTES. LAWRENCE P. FRANK, P.L.S. (/4619 DATE: 01/05/12 UNLESS IT BEARS THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER THIS DRAWING, SKETCH, PLAT OR MAP IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT VALID. / 1 U.S. DEPARIMla Q"01aMR&PdFpl%1W Cent,,ELEVATION CERTIFICATE OMB No. 1660-0008 Federal Emergency Management Agency I Expires March 31, 2012 National Flood Insurance Program Important: Read the instructions on pages 1-9. SECTION A - PROPERTY INFORMATION For Insurance Company Use: Al. Building Owner's Name JULY 14; LLC Policy Number A2. Building Street Address (including Apt., Unit, Suite, and/or Bldg. No.) or P.O. Route and Box No. Company NAIC Number 92080.OVERSEAS HIGHWAY City TAVERNIER State FL ZIP Code 33070 Attachment D3 A3. Property Description, (Lot 'and Block Numbers, Tax Parcel Number, Legal Description, etc.) LOTS 8, 9 AND 10, BLOCK2 TAVERNIER HARBOR; AK# 159.1131; PARCEL ID# 00481870-000000 A4. Building Use (e_g., Residential, Non -Residential, Addition, Accessory, etc.) NON-RESIDENTIAL A5. Latitude/Longitude: Lat. 25.0117 Long.-80.5153 Horizontal Datum: ❑ NAD 1927 ® NAD 1983 A6_ Attach at least 2 photographs of the building if the Certificate is being used to obtain flood insurance. AT Building Diagram Number 1 A8. For a building with a crawlspace or enclosure(s): A9. For a building with an attached garage: a) Square footage of crawlspace or enclosures) NIA sq ft a) Square footage of attached garage N/A sq ft b) No. of permanent flood openings in the crawlspace or b) No. of permanent flood openings in the attached garage enclosure(s) within 1.0 foot above adjacent grade 0 within 1.0 foot above adjacent grade 0 c) Total net area of flood openings in A8.b NIA sq in c) Total net area of flood openings in A9.b N/A sq in d) Engineered flood openings? ❑ Yes ® No d) Engineered flood openings? ❑ Yes ® No SECTION B - FLOOD INSURANCE RATE MAP (FIRM) INFORMATION 61. NFIP Community Name & Community Number 62. County Name 7 B3. State UNINCORPORATED AREA MONROE CTY / 125129 MONROE FLORIDA B4. Map/Panel Number B5. Suffix B6. FIRM Index B7. FIRM Panel B8. Flood B9. Base Flood Elevation(s) (Zone 12087C / 0919 K Date Effective/Revised Date Zone(s) AO, use base flood depth) 02/18/2005 02/18/2005 AE V AND 10' B10. Indicate the source of the Base Flood Elevation (BFE) data or base flood depth entered in Item B9. ❑ FIS Profile ® FIRM ❑ Community Determined ❑ Other (Describe_) B11. Indicate elevation datum used for BFE in Item 139: ® NGVD 1929 ❑ NAVD 1988 ❑ Other (Describe) B12. Is the building located in a Coastal Barrier Resources System (CBRS) area or Otherwise Protected Area (OPA)? ❑ Yes ® No Designation Date ❑ CBRS ❑ OPA SECTION C - BUILDING ELEVATION INFORMATION (SURVEY REQUIRED) Cl. Building elevations are based on: ❑ Construction Drawings' ❑ Building Under Construction' ® Finished Construction `A new Elevation Certificate will be required when'construction of the building is complete. C2. Elevations -Zones Al-A30, AE, AH, A (with BFE), VE, VI-V30, V (with BFE), AR, AR/A, AR/AE, AR/Al-A30, AR/AH, AR/AO. Complete Items C2.a-h below according to the building diagram specified in Item A7_ Use the same datum as the BFE_ Benchmark Utilized D276 EL=10.20' Vertical Datum NGVD 1929 Conversion/Comments N/A Check the measurement used. a) Top of bottom floor (including basement, craWlspace, or enclosure floor) 10.1 ® feet ❑ meters (Puerto Rico only) b) Top of the next higher floor 10.4 ® feet ❑ meters (Puerto Rico only) c) Bottom of the lowest horizontal structural member (V Zones only) N/A. ® feet ❑ meters (Puerto Rico only) d) Attached garage (top of slab) N/A ® feet ❑ meters (Puerto Rico only) e) Lowest elevation of machinery or equipment servicing the building 15.6 ® feet ❑ meters (Puerto Rico only) (Describe type of equipment and location in Comments) 0 Lowest adjacent (finished) grade next to building (LAG) 10.1 ® feet ❑ meters (Puerto Rico only) g) Highest adjacent (finished) grade next to building (HAG) 10.2 ® feet ❑ meters (Puerto Rico only) h) Lowest adjacent grade at lowest elevation of deck or stairs, including 10.1 ® feet ❑ meters (Puerto Rico only) structural support SECTION D - SURVEYOR, ENGINEER, OR ARCHITECT CERTIFICATION This certification is to be signed and sealed by a land surveyor, engineer, or architect authorized by law to certify elevation information. I certify that the information on this Certificate represents my. best efforts to interpret the data available. l understand that any false statement maybe punishable by fine or imprisonment under 18 U.S. Code, Section 1001. l!L l ® Check here if comments are provided on back of form. Were latitude and longitude in Section A provided by a licensed land surveyor? ® Yes ❑ No Certifier's Name LAWRENCE P. FRANK License Number 4619 Title PROFESSIONAL LAND SURVEYOR Company Name LAWRENCE FRANK LAND SURVEYING, LLC Address 83266 OVERSEAS HIGHWAY City ISLAMORADA State FL ZIP Code 33036 Telephone (305) 664-0764 See reverse side for continuation. Replaces all previous editions IMPORTANTio?404k@ 1r sga,r,w@! iillhgo1✓4gR onding information from, Section A. For Insuianee Company Use': Building Street Address (including Apt., Unit, Suite, and/or Bldg. No.) or P.O. Route and Box No_ Policy Number 92080 OVERSEAS HIGHWAY City TAVERNIER State FL ZIP Code 33070 Company NAIL Number SECTION D - SURVEYOR, ENGINEER, OR ARCHITECT CERTIFICATION '(CONTINUED) Copy both sides of this Elevation Certificate for (1) community official, (2) insurance agent/company, and (3) building owner. Comments 1. THE ELEVATION REFERENCED IN ITEM C2(a) PERTAINS TO TWO SECTIONS OF THE BUILDING. ONE AREA IS A 99.8 SQ. FT BATHROOM/STORAGE AREA AND THE OTHER IS A 385.6 SQ. FT GARAGE BAY AREA. 2. THE ELEVATION SHOWN AT ITEM C2(b) IS FOR THE MAIN (EASTERLY) PORTION OF THE BUILDING_ 3. THERE IS AN ADDITIOANL SECTION OF THE BUILDING AT THE SOUTHWEST CORNER OF THE BUILDING CONTAINING APPROXIMATELY 450 SQ.. FT AND HAVING AN EfLEVATION OF 0.8'. 4. MACHINERY REFERRED TO IN ITEM C2(e) IS THE BOTTOM OF THE ELECT BREAKER BOX. Check here if attachments SECTIO - UILDING ELEPATION INFORMATION (SURVEY NOT REQUIRED), FOR ZONE AO AND ZONE A (WITHOUT BFE) For Zones AO and A (without BFE), complete Items El-E5. If the Certificate is intended to support a LOMA or LOMR-F request, complete Sections A, B, and C. For Items E1-E4, use natural grade, if available. Check -the measurement used. In Puerto Rico only, enter meters. El. Provide elevation information for the following and check the appropriate boxes to show whether the elevation is above or below the highest adjacent grade (HAG) and the -lowest adjacent grade (LAG). a) Top of bottom floor (including basement, crawispace, or enclosure) is ❑ feet ❑ meters ❑ above or ❑ below the HAG. bj Top of bottom floor (including basement, crawlspace, or enclosure) is ❑ feet ❑ meters ❑ above or ❑ below the LAG. E2. For Building Diagrams 6-9 with permanent flood openings provided in Section A Items 8 and/or 9 (see pages 8-9 of Instructions), the next higher floor (elevation C2.b in the diagrams) of the building is ❑ feet ❑ meters ❑ above or ❑ below the HAG. E3. Attached garage (top of slab) is ❑ feet ❑ meters ❑ above or ❑ below the HAG. E4. Top of platform of machinery and/or equipment servicing the building is . El -feet ❑ meters ❑ above or ❑ below the HAG. E5. Zone AO only: If no flood depth number is available, is the top of the bottom floor elevated in accordance with the community's floodplain management ordinance? ❑ Yes ❑ No ❑ Unknown. The local official must certify this information in Section G. SECTION F - PROPERTY OWNER (OR OWNER'S REPRESENTATIVE) CERTIFICATION The property owner or owner's authorized representative who completes Sections A, 'B, and E for Zone A (without a FEMA-issued or community -issued BFE) or Zone AO must sign here. The statements in Sections A, B, and E are correct to the best of my knowledge. Property Owner's or Owner's Authorized Representative's Name Address City State ZIP Signature Date Telephone Comments ❑ Check here if attachments SECTION G - COMMUNITY INFORMATION (OPTIONAL) The local official who is authorized by law or ordinance to administer the community's floodplain management ordinance can complete Sections A, B, C (or E), and G of this Elevation Certificate. Complete the applicable items) and sign below: Check the measurement used in Items G8 and G9. G1. ❑ The information in Section C was taken from other documentation that has been signed and sealed by a licensed surveyor, engineer, or architect who is authorized by law to certify elevation information. (Indicate the source and date of the elevation data in the Comments area below.) G2. ❑ A community official completed Section E for a building located in Zone A (without a FEMA-issued or community -issued BFE) or Zone AO. G3. ❑ The following information (Items G4-G9) is provided for community floodplain management purposes. G4. Permit Number G5. Date Permit Issued G6. Date Certificate Of Compliance/Occupancy Issued G7. This permit has been issued for. ❑ New Construction ❑ Substantial Improvement. G8. Elevation of as -built lowest floor (including basement) of the building: ❑ feet ❑ meters (PR) Datum G9. BFE or (in Zone AO) depth of flooding at the building site: ❑ feet ❑ meters (PR) Datum G10. Community's design flood elevation ❑ feet ❑ meters (PR) Datum Local Official's Name Title Community Name Telephone Signature Date Comments ❑Check here if attachments FEMA Form - ar 9 Replaces all previous editions Florida Keys Wild Bird Rehabilitation Center Building Photographs Attachment E See Instructions for Item A6. For Insurance Company Use: Building Street Address(including Apt., Unit, Suite, and/or Bldg. No.)or P.O. Route and Box No. Policy Number 92080 OVERSEAS HIGHWAY City TAVERNIER State FL ZIP Code 33070 Company NAIC Number If using the Elevation Certificate to obtain NFIP flood insurance, affix at least two building photographs below according to the instructions for Item A6 Identify all photographs with: date taken; "Front View" and "Rear View"; and, if required, "Right Side View" and "Left Side View." If submitting more photographs than will fit on this page, use the Continuation Page on the reverse. ' 92080 OVERSEAS HWY. " TAVERNIER, FL 02.02.2012 FRONT VIEW LEFT ._- 1c Arm • urn. - .-. - - 1. L ', e t. -.„-,.-,..-:.-.M1.1., ._.-:. .,. .... S w1w.,,:...„_:„;:::. 92080 OVERSEAS HWY - -• . TAVERNIER, FL - 02.02.2012 _ FRONT VIEW RIGHT 92080 OVERSEAS HWY. TAVERNIER, FL 02.02.2012 REAR VIEW f ce - __ Page 47 of 85 8/22/13 fle�cnls Florida Ke s Wild Bird Rehabilitation Center Florida Keys Commercial Active 92080 Overseas Hwy Key Largo, FL 33070 585,000 List Number: 560761 Potential Short No Full Baths: 0 Sale: Half Baths: 3 #Stories: 1 t Total Baths: 0.3 KW " - Total 0 Neighborhood: Bedrooms: Business Name: ° w Total Units: Net Leasable 2,537 •, Total# 1 Area: Buildings: Flood Zone: .., 4 .Il I ! "I s Building Ht. Ft.: Species List: r MOM Building SqFt: 2,537 Style: Commercial • Lot Size: 125 x Waterfront: No 150 Control Depth: Lot SgFt: 14,094 Year Built: 1944 For For Sale Year Established: Sale/Lease: Area: 26- Key Largo S of MA County: Monroe 96.9 Parcel#: 00481870-000000 Key/Island: Key Largo Taxes: 3,393.71 Add'I Parcel#1: Mile Marker: 92 Tax Year: 2012 Add'I Parcel#2: Off Shore Island: No Subdivision: Tavernier Harbor(92.0) Alternate Key#: 1591131 Side: Bay/Gulf Zoning: SC-Sub Urban Commercial District Remarks -Consumer: Endless possibilities. Large commercial building has been completely renovated. More than a 1/4 acre lot directly on Overseas Highway -fantastic visibility and access for both north and south bound traffic. Large,gracious foyer/reception area, courtyard area, 18 inch porcelain tile,wet bar,granite,Owner financing possible. Directions: Legal: BK 2 LTS 8-9-10 TAVERNIER HARBOR PB2-36 KEY LARGO G40-231/32 OR245/371 OR1157-1120D/C OR1331-744P/R OR1335- 1846/47TR OR1 Title: Electric: Utilities: FKAA; Municipal Sewer Appliances: No Appliances Windows/Doors: Impact Rstnce Doors; Impact Rstnce Window Control Depth: Waterfront: None Cooling/Heating: Type:Office Buildings; Professional Service; Retail Construction: Combo Construction Misc Property Info: Vehicle Storage: Off Street Parking Accounts & Meters:#Water Meters: 1;#Electric Meters: 1 Dockage: None Property Info: Fee Includes: None Tenant Paid: Floor:Tile Floor Shutters: Miscellaneous: High Traffc Location; High Visibility; Highway Frontage Waterview: No Waterview Interior Features: Foyer;Wet Bar Association Info: H. O.A.: No License Info: Deed Restrictions: Land Size: 1/4- 1/2 Acre Property Rights: Bank Owned: No Roof: Potential Short Sale: No Show: Terms: Seller Finance Psble Listing Board: Florida Keys Information is deemed to be reliable, but isnot guaranteed.©2013 MLS and FBS. Prepared by Holly Hight,AlwaysAvailable to Help on Thursday,August 22, 2013 12:29 PM.The information on this sheet has been T a available by the MLS and may not be the listing of the provider. Page 48 of 85 www.flexmls.comicgi-bin/mainmenu.cgi 1/1 8/22/13 Property Search -- Monroe County Property Appraiser Florida Keys Wild Bird Rehabilitation Center Scott P. Russell, CFA Property Appraiser Key West (305) 292-3420 p y p p Marathon (305) 289-2550 Monroe County, Florida Plantation Key (305) 852- 7130 Property Record Card - Maps are now launching the new map application version. Alternate Key: 1591131 Parcel ID: 00481870-000000 Ownership Details Mailing Address: JULY 14 LLC 417 LAGUNA AVE KEY LARGO, FL 33037-4340 Property Details PC Code: 11 - STORES ONE STORY Millage 500P Group: Affordable No Housing: Section- Township- 27-62-38 Range: Property 92080 OVERSEAS HWY KEY LARGO Location: Subdivision: TAVERNIER HARBOR Legal BK 2 LTS 8-9-10 TAVERNIER HARBOR PB2-36 KEY LARGO G40-231/32 OR245/371 OR1157-1120D/C OR1331- Description: 744P/R OR1335-1846/47TR OR1335-1848/49TR OR1335-1850/51TR OR1337-754/55 OR1337-756/57 OR1337-758159 OR1359-549/50 OR1359-551/52 OR1359-553/54 OR2548-1493/95 www.mcpafl.org/PropSearch.aspx 1/5 8/22/13 Property Search--Monroe County Property Appraiser J Flo' ey ild "d ilitation n -r f 0`0 I1 l '9� �/ f r \-\O. /44 S2 : S,,K38 E S. r `, 10 1),_ ``,` f i a f Adh '� � sa_r.. rY llihh, aJ. t, 1, '/ .ti, �1 It, *44740401/...,:. .. kto ..6.,..<0.!. i •41& 'c, < 4 4 _ ,. ,,-/ ' Sr 4 .! .• ., ''... ‘•/,), , 4 ' - 7 - 4IP ''. V - - \ . ,�i ?4_T . I V� 7R Land Details Land Use Code Frontage Depth Land Area 100H-COMMERCIAL HIGHWAY 50 150 3,750.00 SF 100H-COMMERCIAL HIGHWAY 0 0 10,460.00 SF Building Summary Number of Buildings: 1 Number of Commercial Buildings: 1 Page 50 of 85 www.mcpafl.org/PropSearch.aspx 2/5 8/22/13 Property Search--Monroe County Property Appraiser Florida KeysMglirfiggtio9nter Year Built: 1944 Building 1 Details Building Type Condition P Quality Grade 100 Effective Age 40 Perimeter 356 Depreciation % 50 Year Built 1944 Special Arch 0 Grnd Floor Area 2,537 Functional Obs 0 Economic Obs 0 Inclusions: Roof Type Roof Cover Foundation Heat 1 Heat 2 Bedrooms 0 Heat Src 1 Heat Src 2 Extra Features: 2 Fix Bath 0 Vacuum 0 3 Fix Bath 3 Garbage Disposal 0 4 Fix Bath 0 Compactor 0 5 Fix Bath 0 Security 0 6 Fix Bath 0 Intercom 0 7 Fix Bath 0 Fireplaces 0 Extra Fix 0 Dishwasher 0 21 FT. 9 FT. 48 fl 8 FT. A 8.204 18 FT. 29 FT. 31 FT. 8 FT. Sections: Nbr Type Ext Wall #Stories Year Built Attic A/C Basement % Finished Basement % Area 1 FLA 1 1943 1,101 2 FLA 1 1943 1,436 Page 51 of 85 wnw.mcpafl.org/PropSearch.aspx 3/5 8/22113 Property Search -- Monroe County Property Appraiser InterioFIP00eys Wild Bird Rehabilitation Center Section Nbr Interior Finish Nbr Type Area % Sprinkler A/C 13763 1 STY STORED 100 N N 13764 1 STY STORED 100 N N Exterior Wall: Interior Finish Nbr Type Area % 4722 C.B.S. 100 Misc Improvement Details Nbr Type # Units Length Width Year Built Roll Year Grade Life 3 PT3:PATIO 820 SF 25 16 1992 2010 2 50 Appraiser Notes LOT 10 (RE00481880-000000 AK1591149) IS NOW COMBINED WITH THIS PARCEL PER OWNER'S REQUEST, DONE FOR THE 2010 TAX ROLL 1/26/201OMKD ONE STORY STORE PC 11 FOR SALE BOARDED UP Building Permits Bldg Number Date Issued Date Completed Amount Description Notes 12300382 02/01/2012 02/10/2012 1 RE -ROOF 12300573 02/24/2012 08/09/2012 1 INTERIOR DEMOLITION 12301209 03/30/2012 03/30/2013 1 WINDOWS/DOORS 12301333 09/06/2012 90,000 Commercial INTERIOR REMODEL/REPAIR vmw.rricpafl.org/PropSearch.aspx 4/5 8122/13 Property Search -- Monroe County Property Appraiser Parcel Sales History NOTE: Sales do not generally show up in our computer system until about two to three months after the date of sale. if a recent sale does not show up in this list, please allow more time for the sale record to be processed. Thank you for your patience and understanding. Sale Date Official Records Book/Page Price Instrument Qualification 12/23/2011 2548 / 1493 325,000 WD 01 This page has been visited 252,680 times. Monroe County Monroe County Property Appraiser Scott P. Russell, CFA P.O. Box 1176 Key West, FL 33041-1176 Page 53 of 85 vmw.=pafi.org/PropSearch.aspx 5/5 Print Florida Keys Wild Bird Rehabilitation Center Attachment F (1 of 3) Page 1 of 1 Business - Money Market Account 920250106 Printed by: Gaunaurd, Linda Community Bank of Florida Demand Deposit 920250106 - Florida Keys Wild Bird Relationship Date of Birth Tj Florida Keys Wild Bird E? Owner Rehabilitation Ctr. Inc 96300 Overseas Hwy Tavernier FL 33070 Additional Relationships Tax Name: Florida Keys Wild Bird 1/2/2014 2:21:23 PM Reporting Institution: 0 Phone Number Tax Identification EIN !!lame - Priority Miscellaneous Name Description i+*j Tracy M Webb Social Security Card as secondary ID ok. (S Smith -Key Largo) Presentments No Presentments for Account Current Cycle Description Balance Forward: Interest Balance This Statement: Debits Credits Date Nov 29, 2013 $30.08 Dec 31, 2013 Jan 01, 2014 Balance $ 245, 093.99 $245,124.07 $245,124.07 Page 54 of 85 http://10.0.0.13/DDA_DDA 1151 /DDA 1151.ASPX?Action=QUICKPRINT&amp;XMLGui... 1/2/2014 Florida Keys Wild Bird Rehabilitation Center Page 1 Savings Period Ending 12-31-13 Acct. No. 310378620 FLORIDA KEYS WILD BIRD REHABILITATION CENTER INC 93600 OVERSEAS HUY TAVERNIER FL 33070-2815 BUSINESS HIGH YIELD SAVINGS Previous Balance 11-30-13 +Deposits/Credits -Uithdrauals/Debits -Service Charge +Interest Paid Current Balance --------------SERVICE CHARGE AND INTEREST SUMHARY--- Service Charge and Other Fees Interest Paid 21.16 3103 73 62 0 249,133.07 .00 .00 .00 21.16 249,154.23 Date 12-31 -------------FOLLOWING IS A DESCRIPTION OF YOURINTEREST CALCULATION-------- InterestPaid this Year 205.65 Interest Withheld this Year .00 -------------------------------DAILY BALANCE SUHHARY ------------------------ Date Balance Date Balance Date Balance 11-30 249133.07 12-31 249154.23 2013 DEPOSIT ACCOUNT TAX REPORTING INFORMATION (1099) AVAILABLE ONLINE JAN 3, 2014 @ KEYSBANK.CO11 Attachment F 2 of 3 A Page 55 of 85 Home Florida Keys Wild Bird Rehabilitation Center Page 1 of 1 Attachment F (3 of 3) /tobllive/us-corela (home y ngs aunt app.appcode=My+Settings) Help (https:/Iresource1.static.ifs.intuit.corn/productlusplprod/staticN2.8.2-1/static/help.htmi) Support Logout C. Last Visit: Jan 8, 2014 My Accounts Bill Pay (launchapp?appcode=My+Accounts) (launchapp?appcode=Bill+Pay) Move Money Manage Money Additional Services My Accounts Make a Payment DEPOSIT ACCOUNTS Make a transfer Better Business Chk Quick peek $4,222.86 Checking *2508 Available S4.222.86 j 1Df �— Payb Business Interest Ck Ouick oeek $160,085.66 j Checking '2506 Available S16b.085.66 j PAY B.-eh.derpa-EUr GEE rgrnt- DEPOSIT ACCOUNTS S164,308.52 Outside Accounts ;tv Flt1.:I1C14L R•S'fTI1TIGi1 � , Checking Savings i Add Outside Q_u+tk peek Accounts. " Keep track of all your other accounts and credit cards here. Add outside accounis .-4I Powered by FinanceWorks ©� (htDs://www.fdic.clov/) �(htto://oortal.hud.govihudportal/HUD) �+a• rorsa LENDER View My Spending All categories Cash Uncalegorized Household Home Repair Auto Groceries 17-1 Have a question? Check our FAOs Page 56 of 85 https://www.capitalbank-ushb.com/tob/live/usp-core/app[home 1/S/2014 Florida Keys Wild Bird Rehabilitation Center Attachment G FLORIDA KEYS WILD BIRD REHABILITATION CENTER INC. Page 57 of 85 Florida Keys Owner's Policy Adopted 6/17 OWNER'S POLICY OF TITLE INSURANCE Attachment I OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED iN S(:HEDULE B, AND THE CONDITIONS, OLD REPUBLIC NATIONALTITLE iNSURANCE COMPANY, a Minnesotacorporadon (tire "Company") insures, as of Date of Policy, against loss or damage; not exceeding the Amount of insurance, sustained or incurred bv the Insured by reason of: 1. Tide being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but. is not limited to insurance against loss from (a) A defect in the Title caused by . (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged. n. aarircd, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorised hN late: (v) a document executed under a falsified, expired, or otherwise invalid power of attornex: (vi) it document not properly filed, recorded, or indexed in the Public Records including failure u. perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real esuue taxes or assessments imposed on the Title by a governmental authorin clue or- pad<tble, but unpaid. (c) Any encroachment, enctunhrtnce, violation, variation, or adverse circumstance affecting the Title that could be disclosed by an actuate and complete land surrey of the Land. The term "encroachment'* includes encroachments of existing improvements located on the land onto adjoining haul, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The ,,riolation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce but only to the extent of the violation or enforcement referred to in that notice. (Covered Risks continued) In Witness Whereof, OLD REPUBLIC NATIONALTITLE INSURANCE COMPANN', has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatot}' of the Company. OLD REPUBLIC NATIONALTITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612)371-1111 By President * * * Attest ` , l� W I� `�( Secretary SERIAL, OF6- 4.026447 awn FORM OF6 (rev. 12110)(With Florida Modifications) 1 of 6 Page 58 of 85 Florida Keys Wild Bird. Rehabilitation Center s wed Risks continued) i. An enforcement action based on the exercise ofa governmental police power not covered by Covered Risk 5 if a notice ofthe enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the exteutof the enforcement referred tohin that notice. The exercise of the rights of eminent domain if a notice of the exercise, describing anN part of the Land, is recorded in the Public Records. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. ?_ Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' righ is laws; or (b) because the instrument oftransfervestingTitle as shown in Schedule constiruies a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records W to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 0. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. he Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to •e-ex-te+x-prev3d€d4i-the Conditions. - EXCLUSIONS FROM COVERAGE he following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' es, or expenses that arise by reason of - (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws.ordinances,orgovernmerital regulations_ This Exclusion I (a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion I (b) does not modify or limit the coverage provided under Covered Risk 6. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under -Covered Risk 7 or 8. Defects, liens,_ encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attar. ing�Fi or created -subsequent to Date -of Policy; or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. I OF6 (rev. 12/10)(With Florida Modifications) 2of6 Page 59 of 85 (t) the Aniotlalt (if:Insurance steal! ncreased by 10lc, and Florida Keys Wild Bird Rehabilitation Center (ii) the Insured Claimant shall have the right to have the loss of damage determined either as of the (late the claim was made by the Insured Clainlatit or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and ! ilf these Conditions. 9. LIMITATION OF LIABILITY (a) if the Company establishes tilt• Title, or removes'the alleged defect, lien, or encumbrance, or cures tile lack of a right of access to or front the Land, or cures the claim of L!nmarketable Title, all as insured, in a reasonably diligent manner fn an\' method, including litilation and the completion of any appeals, it shall have hill)• perfoi-med its obligations with respect to that matter and shall not be liable for any loss or dalllage caused to the Insured. (b) in the event of any litigation, including litigation by the Conlptuly or \\•ith the Con,pallV,s consent, the Conlpanv shall ha\r no liabitit\' filrloss ordanrage tuttrl there has been a final determination by a court ofconlpetent jurisdiction, and disposition of all appeals, advcr-se to the Title, as insured. (c) The Coill pally shall not be liable for Ioss or damage ut tIte list red tin' IiitIli Iit\ Vol tmtariIN. aSsunied h\ th(• Insured in settling an\ claim or soil \yithout the priorwritten consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION ORTERMINATION OF LIABILITY All payments under this policy, excerpt pa) tents made fin' costs, attonleys• fees, anti expeiisc•s, shall reduce the Anwunt of' lnsurance b\'tile anlotuu of the payment. 11. LIABILITY NONCUMULATIVE - I'll eAnion utt of Insurance shall Ile reduced by I \" amount the Corn pally pa\s tlndt`r :ul\• polic\ insuring it M0rtgagr to \\hich exception is taken in Schedule 13 or to which the Insured has agreed, assumed, or taken subject, or\\'hich is executed b% an I nsured after Date of'Policy and which is it charge or lien on the• Title, -and the amount so paid shall be deemed it payment to the Insured under this polic\. 12. PAYMENT OF LOSS When liability and the• extent of loss or daina-C have been (1cfioitely fixed in accordance with Ihrs<• Conditions. tit(• paynu`ut shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) 11'lteneve•r the Company shall havesettled and paid it claim under this policy, it shall be subrogate•d and entitled to the rights of the insured (aainlant in the Title and all other rights and re•meclieS ill respect to the claim that the Insured Claimant has a.1 ant person or property, to the extent of the amount ofan\' loss, costs, attornt•\s' fees, and expenses paid b\ the Company. [f requested b\' the Company, the'lusured Claimant shall execute documents to evidence the u'allSfer to the Company o1'these rights and remedies. Thc• insured Clainant shall permit the Con,pally to site, compromise, or se the in the name of the Insured (:laimant and to use the name of the insured Claimant in any transaction or litigation involving these rights and remedies. 11'a payment on account ol'a Clain, does 'lot fully Cover the loss of the Illsurrd Claimant. the Compan shall defer the exercise of its right to recover until after the insured (aainlant shall halve recovered its loss. (b) The Company's right ol'subrogation includes the rights of the Insured to indemnities, guaranties. other policies ofinsurance. or bonds. not\yithstanding an\• terms or conditions contained in those instruments that address Subrogation rights. 14. ARBITRATION Unless prohibited by applicable la\\•, arbitration put:,uant to the Title 111Stn"allce Arbitration Rules of the American Arhiu'atiou Association nla\ he demander, if agreed to by both the Company and the hisured al the time ol'the controversy or claim.:\rhitablt- m:uterS ma\ ine"lttde. but :u'c nut limited to, anv controversy or claim between the Company and the Insured arising out of or relating to this polio'\; and scr%iCt- ol• the Cun,panv in connection with its issuance• or tilt• bl-CaCh of a poliCV provision or other obligation. Arbitatiun pursu:utt to this pudic'\ :ut(d under the Rules in effect on the date the demand for arbitration is made or, at the option of the lnsure•d. the Rules in effect al Date of Polk-\ shall be hinding upon tile parties. The :t\ru•d nta\' includeattonle\:i tees only if tilt- laws ofthe state ill Idli('h the land is located permit a court to award atorne\s' fees to a prevailing p:u'n: ludgnunt upon the award rendered by the Arhivaun(s) may lieentered ill am court having.juriscdiction tht-reof. The law of the situs ol' the• IRned shall apply to all arbit;uion under the Title Insurance Ar1LlGulimi Rides. A copy of tilt• RUICS 111111. Ile obtaint-(d from the Compatn• upon request. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together\\•ith all endorsements, if any, attached to it by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this polio'\' Shall be construed as a•\\•hole•. (b) Anyclaimoflossordaniagethat arises otuofthestattsoftlteTitleorbyanyactionassertingSttchclailll\yllCthcri,rnotbased oil negligence shall be restricted to this policy. (c) An)-aniendtentoforendot:genlenttotllispolicyntttstbein\\•ritingandattthenticatedbyanatttlloriredpeison,orrxprrsslcincorporated by Schedule A of this policy- (d) Each endorsement to this policy issued at any time is made apart ofthis policy and is subject to all of its terns and provisions. Except as the endorsement expressly states, itdoes not (i) nlodifj an\ of the terms and pro\ isions of the polity, (ii) nuulilc:u,\" pr tot rndorsf tent, (iii) extend the Date of Policy, or ON-) increase the Amount Of" Insurance. FORM OF6 (rev. 12/10)(With Florida Modifications) 5of6 Page 60 of 85 Florida Keys Wild Bird Rehabilitation Center 16. SEVERABILITY 111 the e rent and provision of this policy. in whole or in part, is held invalid or unenfir'ceable wider applicable lain, the policy shall be deemed not to include that provision or such part held, to be invalid, bttt all other- provisions shall remain to full fierce and effect. 17. CHOICE OF LAW; FORUM (a) Choice of L w: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premitun charged therefor' in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction'Vilerr the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction_ %%,here the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpref and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of lay, principles to determine the applicable lam (b) Choice of Forum: Anv litigation or other proceeding brought bx• ill(- Insured against the Company must be filed onh in a state or fecleral court within the United States of America or its territories having appropriate iw-iscliction- 18. NOTICES, WHERE SENT - .vim notice of chair%% and am other notice or statement in w rithig required to be given to the Company under this 1301icy nuts% be give[[ to -- the Company at 400 Second Avenue South, Minneapolis. klinnesota 55401--2199. Phone: (612) 371-1 1 l 1. FORM OF6 (rev. 12110)(With Florida Modifications) 6of6 Cno y N, s eD �+ C.)CD eD �, •� w Er r •�- �tfl•rt Cn. L1 O Ut 0 llwwy 11 o Florida Keys Wild Bird Rehabilitation Center OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY Policy No.: OF64026447 Dateoi'Policy: 12/28/11 03 : 48 . 00 p .m. Amount of Insurance: $. 325,000.00 Address Reference: 92080 Overseas Highway Tavernier, Florida 33070 2. 3. 4. Schedule A Name of Insured: July 14, LLC, a Florida limited liability company Agent's File Reference: LAS 11160 The estate or interest in the Land that is insured by this policy is: Fee Simple Title is vested in: July 14, LLC, a Florida limited liability company The Land referred to in this policy is described as follows: Premium: $ 1,700:00 Lots 8, 9 and 10, Block 2, TAVERNIER HARBOR, according to the plat thereof, as recorded in Plat Book 2, Page 36, of the Public Records of Monroe County, Florida AKA: 92080 Overseas Highway, Tavernier, FL 33070 PATRICIA GESSEL P.L. ATTORNEY AT LAW ISSUING AGENT 99530 OVERSEAS HIGHWAY SUITE #2 MAILING ADDRESS FORV (de%':�1 fP8gev. 1?110) (With Florida Modifications) OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY 400 Second Avenue South, Minneapolis, Minnesota 55401, (612) 371-1... 28302 AGENT NO. AGENTS SIGNATURE KEY LARGO CITY Florida 33037 STATE ZIP (0111 DisplacSon01-\),`IN-FL-OWNA-tl(,) Florida Keys Wild Bird Rehabilitation Center OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY Schedule B Policy No.: OF6-4026447 Agent's File Reference: LAS l 1160 This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: 1. Taxes for the year of the Date of Policy and taxes or special assessments which are not shown as existing liens by the Public Records. 2. Rights or claims of parties in possession not recorded in the Public Records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance that would be disclosed by an inspection or an accurate and complete land survey of the Land and inspection of the Land. 4. Easements, or claims of easements, not recorded in the Public Records. 5. Any lien, or right to a lien, for services, labor, or material fumished, imposed by law and not recorded in the Public Records. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the Lands insured hereunder, including submerged, filled and artificially exposed lands, and lands accreted to such lands. 7. All matters contained on the Plat of Tavernier Harbor, as recorded in Plat Book 2, Page 36, Public Records of Monroe County, Florida. 8. Covenants, conditions and restrictions contained in Warranty Deed recorded January 8, 1947, in Deed Book G-27, Page 452, Public Records of Monroe County, Florida. 9. Covenants, conditions and restrictions contained in instrument recorded June 22, 2009, in O.R. Book 2418, Page 2174, Public Records of Monroe County, Florida. 10. -State Law under Chapter 76-190 and Chapter 22F-8.02 of the Florida Administrative Code for Land Planning for the Florida Keys Area of Critical State Concern, recorded in O.R. Book 668, Page 43, Public Records of Monroe County, Florida. 1-1. If neither the survey nor any other fact known to the Title Agent indicates that the subject property is submerged, or was at any time submerged, or that there is water in, upon or adjacent to the property, the general sovereignty land exception may be deleted from the owner policy issued pursuant to this Commitment, despite the above Exception 3 (Exception 8 if this is a Fund Title Certificate) to the contrary. 12. Rights of the lessees under unrecorded leases. FORM OF6-SCH-13 (rev. 12/10) (With Florida Modifications) (mJ11 DisplaySo(101-\VIN-FL-0VPNR-06) Page 63 of 85 Florida Keys Wild Bird Rehabilitation Center CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) the term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) with regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that maybe imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Tide. (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5 (d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. () "Tide": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given -by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5 (a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage forwhich the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOFOFLOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss rn�uit describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. FORM OF6 (rev. 12110)(With Florida Modifications) 3 of 6 Page 64 of 85 Florida Keys Wild Bird Rehabilitation Center DEFENSEAND PROSECUTION OFACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third parry asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to ob"ect for reasonable cause) to represent the Insured as to those stated causes of action. Itshall not be liable for and will not pay the fees ofany other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these tights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action orasserts a defense as required or permitted by this policy, the Companymaypursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. - DUTY OF INSURED CL41NLANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the tight to so prosecute or provide defense in the action or proceeding, including the right to use,atiuoption,thenameofthelnsuredforthispurpose. WheneverrequestedbytheCompany,theInsured,attheCompany's expense, shall give the Company all reasonable aid (i) in secunng evidence, obtaininguititesses, prosecuting or defending the action or proceeding, or effecting settlement and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, led6ers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company, to examine, inspect, and copyall of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimantprovided to the Companypursuant to this Section shall notbe disclosed to others unless, in the reasonablejudgment of the Company, itis necessary in the administration of the claim. Failure of the Insured Claimant to submitfor examination underoath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited bylaw orgovernmental regulation, shall terminate any liability of the Companyunder this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b) (i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation_ 8. DLITRbIINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured CIaimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, FORM OF6 (rev. 12t10)(With Florida Modifications) 4 of 6 Page 65 of 86 Florida Keys Wild Bird Rehabilitation Center _ NON COLLUSION AFFIDAVIT and EVERIFICATION` "- 17 I,o,s; of the city of Tt?-lenµeR:.L according to law on my oath, and under penalty of perjury, depose and say that: 1) 1 -am T : �7 , the applicant making the application for the project described as follows: . 2) The prices in this. application have been .arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as -to any matter relating to such prices with any other applicant or with any competitor; 3) Unless otherwise required by law, the prices which have, been quoted in this application have: not been knowingly disclosed by the applicant and will not knowingly be disclosed by the applicant prior to application opening, directly or indirectly, to any other applicant or to any competitor; and 4) No attempt has been made or will be made by the applicant to induce any other person, partnership or corporation to submit, or not to submit, an application for the purpose of restricting .competition; 5) The statements contained in this affidavit .are true and, correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. VERIFICATION I .H_EREBY CERTIFY' that I have read the forgoing application and that the facts stated herein are true and correct to .the .best of my knowledge and belief. Joan Scholz, Executive. D i rector President's/Mayor's Name Typed Pres s Signature Swom to and subscribed before me this 4!�_ day of ,oclllo .j 20/ personally appeared ../D;aeiyy ,and kno to be Wthersqn named in and who. executed the foregoing document. CONSTANCE J. HINES t4NOTARY PUBLIC STATE OF FLORIDA Comm# EE8731.35 My commission expires: Notary Public State of . '�O4 Expires2/23120�7 Monroe County Tourist Development Council FY2014 Capital Project Application (2"d Round) 22 Page 66 of 85 Florida Keys Wild Bird Rehabilitation Center Attachment K l `EE=1IV0 P:LAGE L�I�L{U7-." -.T The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing; possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition, 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon erployees for drug abuse violations. 3. Gives each employee engaged in providing the commodities 'or contractual services that are under application a copy of the statement specified in subsection (1). 4. In the statement specified in'subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under application, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contenders to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes_ a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Applicant's Signature: Date: .S)- - Monroe County Tourist Development Council FY2014 Capital Project Application (2"d Round) 23 Page 67 of 85 Detail by Entity Name Florida Keys Wild Bird Rehabilitation Center Attachment L 1/9/14, 11:36 AM Detail by Entity Name Florida Non Profit Corporation FLORIDA KEYS WILD BIRD REHABILITATION CENTER, INC. Filing Information Document Number FEI/EIN Number Date Filed State Status Principal Address 93600 OVERSEAS HWY. TAVERNIER, FL 33070 Changed: 04/24/2007 Mailing Address 93600 OVERSEAS HWY. TAVERNIER, FL 33070 Changed: 05/04/2010 N23515 650020988 11 /18/1987 FL ACTIVE Registered Agent Name & Address STUART, JOHN AJR. 152 OCEAN DR. TAVERNIER, FL 33070 Name Changed: 09/03/2010 Address Changed: 09/03/2010 Officer/Director Detail Name & Address Title D FOLEY, ROBERT H http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetai...aca9-d8f2-4a7a-aOdc-ea5783ac2bb2/Florida%20Keys%20Wild%20Bird/Pagel Page 1 of 4 Page 68 of 85 Detail by Entity Name Florida Keys Wild Bird Rehabilitation Center 75771 STATE ROAD #4A ISLAMORADA, FL.33036 Title P STUART; JOHN AJR 152 OCEAN DR. TAVERNIER, FL 33070 Title D WIDENER T, RACY 105 SAPODILLA DR ISLAMORADA, FL 33036 Title SEC HAMILTON, SARA 281 WOODS AVE #16 TAVERNIER, FL 33070 Title D PAREIRA, BARBARA 102 NORTH COCONUT PALM BLVD TAVERNIER, FL 33070 Title VP CURLETT, JACK 5 CALOOSA ROAD KEY LARGO, FL 33.037 Title EXECUTIVE DIRECTOR SCHOLZ, JOAN C 122 PELICAN ROAD TAVERNIER, FL 33070 Title D GROH, RANDY 1202 COLUMBUS BLVD CORAL GABLES, FL 33134 Title D JOHNSON, LUISE 22 NORTH END ROAD 1/9/14, 11:36 AM http://search.sunbiz.org/Inquiry/Corporation5earch/Search Res ultDetai... aca9-d8f2-4a7a-aOdc-ea5783ac2bb2/ Flo rida%20Keys%20Wild%20Bird/ Pagel Page 2 of 4 Page 69 of 85 Detail by Entity Name Florida Keys Wild Bird Rehabilitation Center KEY LARGO, FL 33037 1/9/14, 11:36 AM Title TREASURER KOHLHOFER, JOHN 117 GUMBO LIMBO ROAD ISLAMORADA, FL 33036 Title D KRAM YANKOW, NANCY 91831 OVERSEAS HIGHWAY TAVERNIER, FL 33070 Annual Reports Report Year 2011 2012 2013 Document Images Filed Date 03/17/2011 04/03/2012 03/20/2013 03/20/2013 -- ANNUAL REPORT ` View image in PDF format —� 04/03/2012 -- ANNUAL REPORT: View image in PDF format 03/17/2011 --ANNUAL REPORT View image in PDF format - - -------------- --- --- --- - --- ---- - --- 09/03/2010 --ANNUAL REPORT View image in PDF format 06/04/2010 -- ANNUAL REPORT i View image in PDF format 05/04/2010 --ANNUAL REPORT View image in PDF format 04/27/2010 --ANNUAL REPORT View image in PDF format 04/14/2009 --ANNUAL REPORT View image in PDF format I 09/05/2008 -- ANNUAL REPORT View image in PDF format +, 04/24/2007 -- ANNUAL REPORT View image in PDF format 04/11/2006 -- ANNUAL REPORT View image in PDF format , 06/24/2005 -- ANNUAL REPORT. View image in PDF format �I 04/28/2004 -- ANNUAL REPORT View image in PDF format —j 05/04/2003 -- ANNUAL REPORT View image in PDF format 05/28/2002 -- ANNUAL REPORT ; View image in PDF format 01/24/2001 -- ANNUAL REPORT ; View image in PDF format 08/31/2000 -- ANNUAL REPORT View image in PDF format 03/09/1999 -- ANNUAL REPORT I View image in PDF format http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResuItDetai...aca9-d8f2-4a7a-a0dc-ea5783ac2bb2/Florida%20Keys%20Wild%20Bird/Pagel Page 3 of 4 Page 70 of 85 Detail by Entity Name Florida Keys Wild Bird Rehabilitation Center 04/08/1998 -- ANNUAL REPORT j View image in PDF formate 03/03/1997 -- ANNUAL REPORT i View image in PDF format 08/08/1996 -- ANNUAL REPORT View image in PDF format 03/21/1995 -- ANNUAL REPORT F—view image Win PDF format 1/9/14, 11:36 AM http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetai...aca9-d8f2-4a7a-aOdc-eaS783ac2bb2/Florida%20Keys%20Wild%206ird/Pagel Page 4 of 4 Page 71 of 85 �->> cuuts r_ If? 4168C EO 65-0020988 000-000 00 000 OU014063 BODC-- T_ FLOR.Ll)A KEYS- WILD. B-%RD Attachment REkABTL1I1'AT1_0N CENTER INC 93600 -OVERSEAS HWY - k i•AVERNZER FL 3307.0-2815091 024 Erim-lover . Identi.-ficatf•an Nuerlrer: 65--b020988 Person to Contact. Ms. Jackson Toll Free- Te-lephaFte f4uratrer, I=877-a29'-5500, Dear -Taxpayer: This- is in response to your request Of Jan. I.1, 2008, regarding yQur tax-ex?mpt status Our records indicate that a d_e�t-crtainatiam le-�t.ar Gras issued in Jurie 1980; that recognized you as exempt from Federal income tax, and discloses that you are currently e;xewpt irnde-r section 501(c)C3T of ffie Internal Revenge Code. Out' records also- i.Rd4e3rter vau are not a private foundal-ion mQanwithin the •ing of 509(a) of the Code because gnu. are described in With sEction(s) 5a9(a)(1) and 17E}Etr}EFlflrCvi7. Donars Mav deduct con.trib•jt.t.i,o-FtS to vo'rT as provided- in section 170 of, the Cods-: Bequests, legacies, devises, transfers, or gifts to you ors for your rise are dedtFctihlrs -for Federal estate and gift tax purposes if they meet the appl2_cable provisions of sect inn.s_.2.055, 21D6, a-nd 2522 of the Code. If you have any %tiestians-,- p-lea.$& eall trs at the telephone number shown in the heading of this letter, -Sin .c a,ly_-yaarr.s Michele P1. Sullivan, Oper. Mgr. Ac c aunts HiMagernent pperat ro rss I Panes 79 of R.ri Florida Keys Wild Bird Rehabilitation Center Attachment M FLORIDA KEYS WILD BIRD REHABILITATION CENTER, INC. FINANCIAL STATEMENTS DECEMBER 31, 2012 Page 73 of 85 Florida Keys Wild Bird Rehabilitation Center FLORIDA KEYS WILD BIRD REHABILITATION CENTER, INC. FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2012 TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS Statement of Financial Position Statement of Activities Statement of Cash Flows Notes to Financial Statements SUPPLEMENTARY INFORMATION Schedule of Functional Expenses PAGE NO 3 5 6 7 13 2 Page 74 of 85 Florida Keys Wild Bird Rehabilitation Center Kantor a�.3ssociates, �.L. Certified ftbficAccountants 7705 Davie Road Extension Hollywood, Florida 33024 (954) 432-3100 (305) 620-0616 (954) 436-6898 Fax INDEPENDENT AUDITORS' REPORT To the Board of Trustees Florida Keys Wild Bird Rehabilitation Center, Inc. Key Largo, Florida We have audited the accompanying financial statements of Florida Keys Wild Bird Rehabilitation Center, Inc. (a nonprofit organization) which comprise the statement of financial position as of December 31, 2012, and the related statement of activities and functional expenses, and statement of cash flows for the year then ended, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Page 75 of 85 Florida Keys Wild Bird Rehabilitation Center Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Florida Keys Wild Bird Rehabilitation Center, Inc. as of December 31, 2012, and the changes_ in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. . Other Matter Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The schedule of functional expenses on page 13 is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. KANTOR & ASSOCIATES, P.L. June 19, 2013 Page 76 of 85 Florida Keys Wild Bird Rehabilitation Center ASSETS Current assets: Cash Prepaid expenses Total current assets Property and equipment, net Security deposits Total assets LIABILITIES AND NET ASSETS Current liabilities: Accounts payable Accrued expenses Total current liabilities Total liabilities Net assets: Unrestricted Temporarily restricted Total net assets Total liabilities and net assets $ 45,140 3,160 48,300 720,097 1,900 $ 770,297 $ 7,163 2,489 9,652 9,652 756,606 4,039 760,645 $ 770,297 Page 77 of 85 Florida Keys Wild Bird Rehabilitation Center Revenues: Contributions Grants Fundraising Other Interest income Satisfaction of program restrictions Total revenues Expenses: Bird food Depreciation Educational expenses Employee leasing and related expenses Fundraising expenses Insurance Licenses, permits & taxes Office expense Payroll and related expenses Professional fees Rent Repairs and maintenance Utilities Vehicle expense Veterinary care expenses Total expenses Other income Gain on sale of equipment Total other income Change in net assets Net assets - January 1, 2012 Net assets - December 31, 2012 Temporarily Unrestricted Restricted $ 221,566 $ 40,345 46,957 1,307 15 7,000 Total - $ 221,566 40,345 46,957 1,307 15 30 (7,000) - 317,190 (6,985) 310,205 13,023 - 13,023 8,988 - 8,988 5,135 - 5,135 15,726 - 15,726 10,573 - 10,573 10,575 - 10,575 4,874 - 4,874 4,758 - 4,758 148,771 - 148,771 16,381 - 16,381 22,800 - 22,800 15,361 - 15,361 21,883 - 21,883 5,254 - 5,254 2,761 - 2,761 306,863 - 306,863 4,500 - 4,500 4,500 - 4,500 14,827 (6,985) 7,842 741,779 11,024 752,803 $ 756,606 $ 4,039 $ 760,645 Page 78 of 85 Florida Keys Wild Bird Rehabilitation Center Cash flows from operating activities: Change in net assets Adjustments to reconcile change in net assets to net cash provided by (used in) operating activities: Depreciation Gain on sale of equipment Change in assets and liabilities Prepaid expenses Accounts payable Accrued expenses Net cash provided by operating activities Cash flows used in investing activities: $ 7,842 8,988 (4,500) 1,941 4,732 2,489 21,492 Purchase of equipment (4,800) Proceeds from sale of equipment 4,500 Net cash used in investing activities (300) Net increase in cash and cash equivalents 21,192 Cash and cash equivalents - beginning of year 23,948 Cash and cash equivalents - end of year $ 45,140 Supplemental disclosures of cash flow information: Cash paid for interest $ - Cash paid for income taxes $ - Page 79 of 85 Florida Keys Wild Bird Rehabilitation Center FLORIDA KEYS WILD BIRD REHABILITATION CENTER, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Florida Keys Wild Bird Rehabilitation Center, Inc. (the Organization) is a not -for -profit corporation chartered in 1987 and located in Tavernier, Florida. The Organization's mission is to rescue, rehabilitate, and release native and migratory wild birds that have been harmed or displaced, to provide or locate a humane shelter for those birds that cannot be released, and to educate the public toward the importance of coexistence with all wild bird species. The objective of the Organization is to provide professional standards of animal care, rehabilitation and assistance to injured, sick, rescued or orphaned wild birds and to educate the public about the importance of migratory and resident wild bird populations to the Florida Keys and to the Everglades. Basis of Accounting The Organization's financial statements have been prepared on the accrual basis, which is in accordance with accounting principles generally accepted in the United States of America. Financial Statement Presentation For financial statement reporting purposes, the Organization adopted Financial Accounting Standards Board (FASB) ASC 958-205 Not -for -Profit Entities — Presentation of Financial Statements (formerly known as SFAS No. 117, Financial Statements of Not -for -Profit Organizations). This statement requires that all not -for -profit organizations provide a statement of financial position, a statement of activities, and a statement of cash flows. It requires reporting amounts for the organization's total assets, liabilities, and net assets in a statement of financial position; reporting the change in an organization's net assets in a statement of activities; and reporting the change in its cash and cash equivalents in a statement of cash flows. ASC 958-205 also requires classification of an organization's net assets and its revenues, expenses, gains, and losses based on the existence or absence of donor -imposed restrictions. It requires that the amounts for each of three classes of net assets - permanently restricted, temporarily restricted, and unrestricted - be displayed in a statement of financial position and that the amounts of change in each of those classes of net assets be displayed in a statement of activities. In accordance with ASC 958-205, contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support depending on the existence or nature of any donor restrictions. Such contributions are required to be reported as temporarily restricted support and are then . reclassified to unrestricted net assets when the restrictions are met. The Organization had no permanently restricted net assets at December 31, 2012. 8 Page 80 of 85 Florida Keys Wild Bird Rehabilitation Center FLORIDA KEYS WILD BIRD REHABILITATION CENTER, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Organization considers all investment instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2012. Concentrations of Credit Risk Financial instruments that potentially subject the Organization to credit risk consist principally of cash deposits at financial institutions. Accounts at each financial institution are insured for up to $250,000 per financial institution by the U.S. Federal Deposit Insurance Corporation (FDIC). At various times during the year, the Organization may have deposits in financial institutions in excess of the federally insured limits. At December 31, 2012, the Organization did not have deposits at any one major financial institution deposits that exceeded the FDIC $250,000 insurance limit. The deposit accounts are maintained at financial institutions with high credit -quality ratings and the Organization's management believes no significant risk of loss exists with respect to those balances. Property, Equipment and Depreciation Property and equipment are stated at cost, or if donated, at fair value at the date of contribution. Depreciation is computed using the straight-line method and declining balance method at rates adequate to allocate the cost of applicable assets over their expected useful lives. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Management reviews property and equipment for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of an asset may not be recoverable, a write-off is recorded. No write-offs of long lived assets were recorded during the year ended December 31, 2012. Revenue Recognition Contributions and grants The Organization recognizes contributions received and made as revenue in the period received or made. Contributions and grants are considered to be available for unrestricted use unless specifically restricted by the donor. Amounts received that are designated for future periods or restricted by the donor for specific purposes are reported as temporarily restricted or permanently restricted support that increases those net asset classes. However, if a restriction is fulfilled in the same time period in which the contribution is received, the Organization reports that support as unrestricted. Page 81 of 85 Florida Keys Wild Bird. Rehabilitation Center FLORIDA KEYS WILD BIRD REHABILITATION CENTER, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE I ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — continued Fundraisin.g activities The Organization's fundraising revenues are generated from various events held throughout the year by both. the Organization and by local supporting businesses. Advertising Costs Advertising costs are charged to operations when incurred. Advertising costs amounted to $369 during. the year ended December 31, 2012. Income Taxes The Organization is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code. Accordingly, no provision for federal _income taxes has been made in the Organization's financial statements. In general; the income tax returns for the Organization are subject to examination by the taxing authorities for a period of three years from the date the returns are filed. Compensated Absences Employees of the Association are entitled to paid vacation, paid sick days, and personal days off, depending 'on job classification, length of service, and other factors. It is impractical. to. estimate the amount of . compensation for future absences, and accordingly, no, liability has been recorded in the accompanying financial statements. The Association's policy is to recognize the costs of compensated absences when actually paid to employees. Donated Materials and Services The Organization receives donated services from its members - and volunteers in carrying out the Organization's mission. No amounts have been reflected in the financial statements for. those services because they do not meet the criteria for recognition under FASB ASC 958. Contributions of donated non -cash assets are recorded at their fair values in the period received. Subsequent Events Management has evaluated subsequent events through June 19, 2013, which .is the date the financial statements were available to be issued, for events. requiring recording or disclosure for the year ending December 31, 2012. NOTE 2 PREPAID EXPENSES At December 31, 2012 prepaid expenses consisted of unexpired insurance premiums and prepaid.payroll . taxes. 10 Page 82 of 85 Florida Keys Wild Bird Rehabilitation Center FLORIDA KEYS WILD BIRD REHABILITATION CENTER, INC. NOTES TO FINANCIAL STATEMENTS" DECEMBER 31, 2012 NOTE 3 PROPERTY AND EQUIPMENT A summary of property and equipment at December 31, 2012 is as follows: Building and improvements $ 200,161 Land 596,642 Equipment 27,096 Vehicles 1,200 Furniture 1,169 826,268 Less -accumulated. depreciation 10( 6,171j 720 097 Depreciation expense for the year ending December 31, 2012 was $8,988. During the year ended December 31, 2012 the Organization recognized a gain of $4,500 on the sale of a fully depreciated piece of equipment that had a historical cost of $18,000. NOTE 4 TEMPORARILY RESTRICTED ASSETS At December 31, 2012, the Organization had remaining contributions totaling $4,039 of temporarily restricted assets which consist of donations for the future use in sanctuary repairs, maintenance and capital improvements. NOTE 5 COMMITMENTS AND CONTINGENCIES Operating Leases In January 2010, the Organization entered into an eighteen month lease agreement with a monthly base rent of $1,900. During 2011, the Organization renewed the lease for an additional 18 months, with the same terms. In September ,2012, the Organization renewed the lease for an additional 18 months, with the rent increasing to $2,100 a month starting in June 2013. Future annual minimum payments required under the operating lease obligations at December 31, 2012 are as follows: Future Minimum Lease Payments 2013 $ 24,200 2014 - 4,200 11 Page 83 of 85 Florida Keys Wild Bird Rehabilitation Center SUPPLEMENTARY INFORMATION 12 Page 84 of 85 Florida Keys Wild Bird Rehabilitation Center Bird food Depreciation Educational expenses Employee leasing & related exp. Fundraising expenses Insurance Licenses, permits & taxes Office expense Payroll & related expenses Professional fees Rent Repairs and maintenance Utilities Vehicle expense Veterinary care expenses Total expenses Program General and Total Expenses Administrative Fundraising Expenses $ .13,023 $ - $ - $ 13,023. 8,988 - - 8,988 5,135 - - 5,135 15,726 - - 15,726 - - 10,573 10,573 4,416 6,159 - 10,575 - 4,874 - 4,874 - 4,758 - 4,758 148,771 - - 148,771 - 16,381 - 16,381 22,800 - - 22,800 15,361 - - 15,361 - 21,883 - 21,883 5,254 - - 5,254 2,761 - - 2,761 $ 242,235 $ 54,055 $ 10,573 $ 306,863 Page 85 of 85