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Filing # 189221819 E-Filed 01/05/2024 05:46:38 PM
IN THE CIRCUIT COURT OF THE FIRST JUDICIAL CIRCUIT
IN AND FOR WALTON COUNTY, FLORIDA
CECO OF DESTIN, INC.
Plaintiff,
Vv. CASE NO.:
EMJ CORPORATION, a Tennessee Corporation
and
MIDGROVE CENTRE, LLC, a Florida Limtied
Liability Company
Defendant.
/
COMPLAINT
Plaintiff, CECO OF DESTIN, INC. (“Plaintiff”), sues Defendants, EMJ CORPORATION
(“EMJ”) and MIDGROVE CENTRE, LLC, a Florida Limtied Liability Company (“Midgrove
Centre”) (EMJ and Midgrove collectively known herein as “Defendants”), and alleges that they
are entitled to relief upon the following facts:
JURISDICTION, PARTIES, AND VENUE
1 This action arises out of Defendants’ failure to pay Plaintiff for goods and services
provided by Plaintiff to EMJ for the improvement of the property owned by Midgrove Centre.
Plaintiff brings this action to enforce Plaintiff's lien rights, to recover damages for breach of
contract or, in the alternative, for unjust enrichment and quantum meruit.
2 Plaintiff is a Florida corporation having its principal place of business in Okaloosa
County, Florida, and is authorized to business in the state of Florida. Among other things, Plaintiff
provides services related to the installation of electrical equipment.
3 Defendant EMJ is a Tennessee corporation with its principal place of business in
Chattanooga, Tennessee.
Electronically Filed Walton Case # 24000008CAAXMX 01/05/2024 04:46:38 PM
4 Defendant Midgrove Centre is a Florida limited liability company with its principal
place of business in Walton County, Florida.
5 Damages are in excess of $50,000, exclusive of interest, fees, and costs.
6. Venue is proper in the Walton County Circuit Court because the actions and
omissions which form the basis of this Complaint occurred or were performed in Walton County,
Florida.
7
Further, the claims and causes of action set forth herein accrued and arose from
materials and services furnished by Plaintiff in the improvement of real property located in Walton
County, Florida at the intersection of Scenic Highway 30A and Greenway Park Avenue in Santa
Rosa Beach, Florida 32459 (the “Property”). As such, venue in this Court is also proper pursuant
to §47.011, Florida Statutes.
GENERAL ALLEGATIONS
8 Atall times material, Midgrove Centre, has been the owner of the Property, known
as the “Greenway Retail” development in which the related services forming the basis of this action
were performed.
9 On or about January 21, 2021, Midgrove Centre recorded their Notice of
Commencement for improvements to said property. A true and correct copy of the Notice of
Commencement is attached hereto as Exhibit 1.
10. On or about December 11, 2020, Midgrove Centre and EMJ entered into an
agreement for improvement of such property (the “Prime Contract”). A true and correct copy of
the Prime Contract is attached hereto as Exhibit 2.
11. In pursuit of their duties under the Prime Contract and on or about January 26, 2021,
EMJ and Plaintiff entered into a Subcontract Agreement (“Sub Contract”). A true and correct copy
of the Sub Contract is attached hereto as Exhibit 3.
12. All conditions precedent to payment under that Sub Contract have occurred or have
been performed.
13. As outlined in Exhibit B to the Sub Contract, the Sub Contract called for Plaintiff
to, among other things: install all electrical systems, materials, and components for the project;
complete all secondary electrical service work; complete all site electrical work, including site
lighting and pedestal receptacles work; and install all conduits and disconnects.
14. Plaintiff completed the entire scope of work requested within the Sub Contract.
15. After completing the work requested within the Sub Contract, Plaintiff was still
owed their final retainage payment, which amounted to 10% of the completed work.
16. On or about October 9, 2023, Plaintiff requested the final payment from EMJ. A
true and correct copy of the request for payment is attached hereto as Exhibit 4.
17. Despite demand for payment, Plaintiff remains unpaid $75,738.07 under said Sub
Contract.
18. On or about October 11, 2023, EMJ communicated their refusal to pay the
outstanding balance. A true and correct copy of EMJ’s October 11 letter is attached hereto as
Exhibit 5.
19, As of the date of filing this Complaint, Plaintiff is owed $75,738.07 for services
provided, exclusive of interest or attorneys’ fees. A true and correct copy of the unpaid invoice
dated December 20, 2022, summarizing the unpaid retainage amount of this account is attached as
Exhibit 6.
COUNT I- FORECLOSURE OF CONSTRUCTION LIEN
20. Plaintiff incorporates and restates the allegations contained in Paragraphs | through
17 as though fully set forth herein.
21. This is an action to foreclose on a construction lien pursuant to Chapters 713 and
85, Florida Statutes against Midgrove Centre.
22. Plaintiff has complied with all conditions precedent under the Florida Mechanic’s
Lien law and has brought this action within the time specified in §713.22, Florida Statutes.
23. Plaintiff first commenced performance of their duties and delivery of goods at the
site under said subcontract on May 16, 2022.
24. On or about June 2, 2021, Plaintiff served Midgrove Centre with Notice to Owner
pursuant to §713.18, Florida Statutes. A true and correct copy of the Notice to Owner is attached
hereto as Exhibit 7.
25. On June 30, 2023, Plaintiff recorded its Claim of Lien at Official Records Book
3294, Page 1034 of the public Records of Walton County, Florida, pursuant to §713.08, Florida
Statutes, containing a notice of Plaintiffs intention to hold and claim a lien on the Property,
together with a description of the indebtedness claimed by Plaintiff to be due under the Sub
Contract (“Claim of Lien”). A true and correct copy of the recorded Claim of Lien is attached as
Exhibit 8.
26. Pursuant to §713.18, Florida Statutes, Plaintiff served a true copy of said Claim of
Lien on Midgrove Centre on June 30, 2023. A true and correct copy of the return receipt is attached
hereto as Exhibit 9.
27. For the items and services furnished by Plaintiff for the improvement of the
Property there remains due and owing to Plaintiff the sum of $75,738.07.
28. Midgrove Centre has failed and refused to pay the amount due and owing to
Plaintiff despite notice and demand for same.
29. Plaintiff has retained the undersigned counsel to represent it in this action and is
entitled to recover reasonable attorneys’ fees per Section 14 of the Sub Contract.
30. This action was filed within one year of recording the claim of lien.
WHEREFORE, Plaintiff CECO of Destin, Inc., respectfully requests this Court award the
following relief:
A Take jurisdiction of this cause and of the parties to this action.
B Ascertain and award the amount of money, including interest, attorneys’ fees and
costs Plaintiff is entitled to recover in this action.
Cc Adjudge Plaintiff has a lien on the Property owned by Defendant Midgrove Centre,
LLC, as described herein, for the sum of money found to be due, and this lien is superior to the
right, title, and interest of Defendant Midgrove Centre, LLC.
D. Order such lien be foreclosed in accordance with Florida Statutes, and the
established rules and practices of the Court, that upon default of payment to Plaintiff of the
amounts found to be due, the Property be sold by the Clerk of Court to the highest bidder at public
auction to satisfy the lien pursuant to Florida law, and a deficiency judgment be entered against
Defendant Midgrove Centre, LLC for the sum remaining unpaid.
E. Incorporate in the Final Judgment of Foreclosure an Order dispossessing Defendant
Midgrove Centre, LLC of possession of the Property, and requiring the purchaser at the foreclosure
sale, and the purchaser's representative or assigns, be let into possession of the Property.
F, Award such other and further relief as Plaintiff may be entitled to receive.
COUNT I] - BREACH OF CONTRACT
31. Plaintiff incorporates and restates the allegations contained in Paragraphs 1 through
17 as though fully set forth herein.
32. The Sub Contract is a valid agreement between Plaintiff and EMJ. Thus, EMI is
bound by the terms of the Sub Contract.
33. Plaintiff fully performed all of its obligations under the Sub Contract.
34. EMJ breached the Sub Contract by failing to pay Plaintiff.
35. As a result, Plaintiff has retained the undersigned firm and has become obligated
for reasonable attorneys’ fees.
36. EMJ’s breach of contract is the direct and proximate cause of EMJ’s damages,
which include, but not limited to, the balance remaining under the Sub Contract in the amount of
$75,738.07, including attorneys’ fees, and costs.
WHEREFORE, Plaintiff respectfully requests that this Court enter judgment in its favor
against Defendant EMJ Corporation, award Plaintiff damages, interest, costs, attorneys’ fees, and
any other and further such relief as this Court deems just and proper.
COUNT III —- UNJUST ENRICHMENT
37. Plaintiff incorporates and restates the allegations contained in Paragraphs 1 through
17 as though fully set forth herein.
38. This is an action against Midgrove Centre and EMJ for unjust enrichment and is
plead in the alternative.
39. Plaintiff conferred a benefit in the form of electrical installations which were
incorporated into the improvements to the Property.
40. Defendants knew and appreciated that Plaintiff provided said benefit to the Property
and knowingly and willfully received, or will receive, benefit in the form of compensation from
third parties, directly or indirectly, for the goods and services provided by Plaintiff.
41. Despite this knowledge, Defendants have wrongfully and intentionally refused to
compensate Plaintiff.
42. Defendants accepted and retained the benefit resulting from the goods and services
provided by Plaintiff such that it would be inequitable for Defendants to refuse to pay the value
thereof.
43. The total reasonable value of the services and goods provided and incorporated into
the improvements to the property but for which the Defendants have not paid is $75,738.07.
44. Plaintiff is entitled to the reasonable value of the benefit provided.
45. Plaintiff has suffered damages, including but not limited to the amount owed for
the reasonable value of the benefit provided.
46. Plaintiff is without an adequate remedy at law.
WHEREFORE, Plaintiff respectfully requests that this Court enter judgment against
Defendants, jointly and severally, for damages, costs, and any other and further such relief as this
Court deems just and proper.
COUNT IV - UANTUM MERUIT
47. Plaintiff incorporates and restates the allegations contained in Paragraphs | through
17 as though fully set forth herein.
48. This is an action against Midgrove Centre and EMJ for quantum meruit and is plead
in the alternative.
49, Plaintiff provided goods and services which were incorporated into the
improvements to the Property.
50. Defendants knowingly accepted the benefit provided by Plaintiff.
Sl. Under ordinary circumstances, a reasonable person would expect to pay for all the
benefit provided by Plaintiff to Defendants.
$2. Defendants, however, failed to fully pay Plaintiff for the benefit provided.
53. Asa direct and proximate result, Plaintiff was damaged.
WHEREFORE, Plaintiff respectfully requests that this Court enter judgment against
Defendants, jointly and severally, for damages, costs, and any other and further such relief as this
Court deems just and proper.
COUNT V: ACCOUNTS STATED
54. Plaintiff incorporates and restates the allegations contained in Paragraphs | through
17 as though fully set forth herein.
55. This is an action for damages that exceed $50,000.00.
56. Before the institution of this action, Plaintiff and Defendants had business
transactions between them and on January 26, 2021, they agreed to the resulting balance.
57. Plaintiff rendered a statement of the balance to Defendants, attached as Exhibit 6,
and Defendants did not object to the statement,
58. Defendants owe Plaintiff $75,738.07 that is due on the account.
WHEREFORE, Plaintiff respectfully requests that this Court enter judgment against
Defendants, jointly and severally, for damages, costs, and any other and further such relief as this
Court deems just and proper.
COUNT VI: OPEN ACCOUNTS
59. Plaintiff incorporates and restates the allegations contained in Paragraphs 1 through
17 as though fully set forth herein.
60. This is an action for damages that exceeds $50,000.00.
61. Defendants owe Plaintiff $75,738.07 according to the open account arising from
items of work and labor.
WHEREFORE, Plaintiff respectfully requests that this Court enter judgment against
Defendants, jointly and severally, for damages, costs, and any other and further such relief as this
Court deems just and proper.
COUNT VII: PROMISSORY ESTOPPEL
62. Plaintiff incorporates and restates the allegations contained in Paragraphs | through
17 as though fully set forth herein.
63. By entering into the Sub Contract with Plaintiff, Defendants made a promise of
payment for services rendered.
64. Plaintiff detrimentally relied on the promise made by the Defendants and completed
the requested work according to the Sub Contract.
65. Defendants reasonably should have expected their promise to induce reliance in the
form of action on the part of the Plaintiff.
66. The injustice of Defendants failing to pay the outstanding balance can be avoided
only by enforcement of the promise to pay Plaintiff for services rendered.
WHEREFORE, Plaintiff respectfully requests that this Court enter judgment against
Defendants, jointly and severally, for damages, costs, and any other and further such relief as this
Court deems just and proper.
Dated this 3" day of January, 2024.
MATTHEWS & JONES, LLP
ey,
LL we ft ariter Le
Ele
WILLIAM HUNTER BELL, ESQ.
Florida Bar No.: 1049272
4475 Legendary Drive
Destin, FL 32541
Tel: (850) 837-3662
Fax: (850) 654-1634
Email: woe
wbell@destinlaw.com
cesunlaw Cony
Secondary: hmegregor@ Gestinlaw
stinlaw.com
Cony
Attorney for Plaintiff
Inst. #20210002949 Bk: 3179 Pg: 2788 Recorded: 1/21/2021 8:27 AM Alex Alford Clerk of Courts, Walton County, Florida
Rec Fees: $27.00 Deputy Clerk MORRISON
Exhibit 1
STATE OF FLORIDA
OUNTY OF WALTON PERMIT#
NOTICE OF COMMENCEMENT
‘The undersigned hereby informs all concerned that improvements will be made to certain real property, and in accordance with
Section 713.13 of the Florida Statues, the following information is stated in this NOTICE OF COMMENCEMENT:
Legal description of property to be improved See Exhibit “A" attached hereto
Street address (ifany) 154 Ryan Street, Santa Rosa Beach, FL 32459 a ~~
General description of improvements Construct new improvements or renovate existing improvements.
Owner MidGrove Centre, LLC, a Florida Limited Liability CompatOwner’s interest Fee simple
Address 154 Ryan Street, Santa Rosa Beach, FL 32459
Fee simple Title Holder, if other than owner
Address
GENERAL CONTRACTOR
Name EMJ Corporation, Chas Torrence, Executive VP Phone # 423-855-1550
Address 2034 Hamilton Place Bivd., Suite 400, Chattanooga, TN 37421
Surety Bond Name Phone #
Address Amount of Bond $
Name and Address of Financial Institution making a loan for the construction of the above improvements.
Name The First, A National Banking Association Phone# 850-654-8130
Address 2000 Ninety-Eight Palms Blvd,, Destin, FL 32541
Persons within the State of Florida designated by owner upon whom notices or other documents may be served as provided by
Section 713.13 (1) (a) 7, Florida Statues:
Name Phone # _—
Address
In addition to himself, owner designates the following person to receive a copy of the lienor’s notice as provided in Section
713.13 (1) (b), Florida Statues. (Fill in at Owner's option)
Name Ward & Ketchersid, P.A. / Attn: Bill Ketchersid Phone # 850-837-5507
Address 1241 Airport Road, Suite H., Destin, FL 32541
Expiration date of notice of commencement (the expiration date is onc ycar from the date of recording unlcss a different date is
specified)
WARNING TO OWNER: ANY PAYMENTS MADE BY THE OWNER AFTER THE EXPIRATION OF THE NOTICE OF COMMENCEMENT ARE.
CONSIDERED IMPROPER PAYMENTS UNDER CHAPTER 713, PART L, SECTION 713.13, FLORIDA STATUTES, AND CAN RESULT [IN YOUR
PAYING TWICE FOR IMPROVEMENTS TO YOUR PROPERTY. A NOTICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE
JOB SITE BEFORE THE FIRST INSPECTION. IF YOU INTEND fO OBTAIN FINANCING, CONSULT WHTH YOUR LENDER OR AN ATTORNEY
BEFORE COMMENCING WORK OR RECORDING YOUR NOTICE OF COMMENCEMENT.
ORE EEE EEE TSE EEE EEE EEE ETHER EET EEE EER EEE EEE EET ST ETE ESE OEE ESTEE ELE CESE EE ESSERE EEN CLES EEEES CHEERED HEEL ERE EEE EET HEE
Lattest to the correctness of the information above.
— «
xf C Richard Rookis
STATE OF Florida
COUNTY OF Walton
v Owner Signature Print Name
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Exhibit 2
AIA Document A101- 2017
Standard Form of Agreement Between Owner and Contractor where the basis of
payment is a Stipulated Sum
AGREEMENT made as of the Eleventh day of December in the year Two thousand twenty
(in words, indicate day, month and year.) ADDITIONS AND DELETIONS:
The author of this document has
BETWEEN the Owner: added information needed for its
(Name, legal status, address and other information} completion. The author may also
have revised the text of the original
Midgrove Centre, LLC AIA standard form. An Additions and
5365 E County Hwy 30A, Suite 108 Deletions Report that notes added
Seagrove Beach, Florida 32459 information as weil as revisions to the
standard form text is available from
and the Contractor: the author and should be reviewed. A
(Name, legal status, address and other information} vertical line in the left margin of this
document indicates where the author
EMI Corporation has added necessary information
2034 Hamilton Place Boulevard and where the author has added to or
Suite 400 deleted from the original AIA text.
Chattanooga, Tennessee 3742! This document has important legal
consequences. Consultation with an
for the following Project: attorney is encouraged with respect
(Name, location and detailed description) to its completion or modification.
Greenway Retail The parties should complete
A101@-2017, Exhibit A, Insurance
Midgrove Centre, LLC
and Bonds, contemporaneously with
Highway 30A & Greenway Park Avenue this Agreement. AIA Document
Seagrove Beach, Florida 32459 A201®-2017, General Conditions of
the Contract for Construction, is
The Architect: adopted in this document by
(Name, legal status, address and other information) reference. Do not use with other
general conditions unless this
Chancey Design Partnership document is modified.
1228 East 7 Avenue
Tampa, Florida 33605
The Owner and Contractor agree as follows.
Ge
init.
AIA Document A101®-~ 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1964, 1963, 1967, 1974. 1977, 1987, 1991, 1997, 2007 and 2017 by The
American Institute of Architects, All rights reserved. The “Amarinan institute of Architects,” “AIA,” the AlA Lego, “A101,” snd “AIA Contract Docurnents” ar
fegisiered tadeniarks and may not be used without pentission, This document was produced by AIA software at 14:44:46 ET on 12/11/2020 under Order
ge i No.1194819785 which expires on 07/27/2021, is not for resale, is f celones for one-t ee only, and may only be used in accordance with the AIA Contract
‘ Documents” Terms of Service. To report copyright violations, e-mail
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TABLE OF ARTICLES
1 THE CONTRACT DOCUMENTS
THE WORK OF THIS CONTRACT
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
CONTRACT SUM
PAYMENTS
DISPUTE RESOLUTION
TERMINATION OR SUSPENSION
MISCELLANEOUS PROVISIONS
9 ENUMERATION OF CONTRACT DOCUMENTS
EXHIBIT A INSURANCE AND BONDS
ARTICLE 1 THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, and all exhibits, Conditions of the Contract (General,
Supplementary, and other Conditions}, Drawings. Specifications, Addenda issued prior to execution of this
Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all
of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated hercin.
The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior
negotiations, representations, ot agreements, either written or ora!. An enumeration of the Contract Documents, other
than a Modification, appears in Article 9.
ARTICLE 2. THE WORK OF THIS CONTRACT
The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in
the Contract Documents to be the responsibility of others, subject to the terms of Contractor’s Assumptions and
Clarifications to the Contract, attached as Exhibit C.
ARTICLE 3. DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
§ 3.1 The date of commencement of the Work shall
(Paragraphs deleted)
be set forth in a Notice to proceed issued by the Owner.
(Paragraphs deleted)
The Contractor shall commence the Work within seven (7) days of Contractor's receipt of all the following: (a) written
Notice to Proceed from the Owner, (b) all permits required so as to commence the Work, (c) proof of Owner financing
Jor the Work, and (d) executed Agreement.
if date of commencement of the Work is not selected, then the date of commencement shall be the date of this
Agreement.
§ 3.2 The Contract Time shall be measured from the date of commencement of the Work.
§ 3.3 Substantial Completion
§ 3.3.4 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall
achieve Substantial Completion of the entire Work in thirty-three ( 33 } weeks following Date of Commencement,
{Check one of the following boxes and complete the necessary information.)
| [X} Not later than thirty-three ( 33 ) weeks from the date of commencement of the Work.
init,
4 / AIA Document A101®— 2017. Copyright© 1915, 1918, 1925, 1937, 4 1, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The
American Institute of Architects. Alf nights reserved. The “Ar inst te of Architests, "AIA." the BIA Logo, "A101." and “AIA Contract Decumenis® are
registered trademarks and may not be used without permis A. This document was produced by AIA software at 1444-46 ET on 12/11/2020 under Order
os i No.1194819785 which expires on 07/27/2021, is not for resale, is ti icer ee entire use only, and may only be used in accordance with the AIA Contract
Documents* Terms of Service. To report copyright violations, e-mail
User Notes: (892303468:
{J By the following date:
§ 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work
are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial
Completion of such portions by the following dates:
Portion of Work Substantial Completion Date
§ 3.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 3.3, liquidated damages, if
any, shall be assessed as set forth in Section 4.5.
ARTICLE 4 CONTRACT SUM
§ 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the
Contract. The Contract Sum shall be Four million one hundred twenty thousand twenty-four dollars ($ 4,120,024 ),
subject to additions and deductions as provided in the Contract Documents.
§ 4.2 Alternates
§ 4.2.1 Alternates, if any, included in the Contract Sum:
Item Price
(NA)
§ 4.2.2 Subject to the conditions noted below, the following aiternates may be accepted by the Owner following
execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement.
(insert below each alternate and the conditions that must be met for the Owner to accept the alternate.)
Kem Price Conditions for Acceptance
QN/A)
§ 4.3 Allowances, if any, included in the Contract Sum:
(identify each allowance.)
ttem Price
Landscape Lighting Eighteen thousand dollars ($ 18,000 )
Owner Contingency Thirty thousand dollars ($ 30,000 }
Construction Inspecting / Testing services Fifteen thousand dollars (S$ 15,000 )
Water testing of windows Ten thousand dollars ($ 10,000 )
Parking Lot Binder Course/curb repairs Twenty-five thousand dollars ($25,000)
§ 4.4 Unit prices, if any:
Udentify the item and state the unit price and quantity limitations, if anv, to which the unit price will be applicable.)
fem Units and Limitations Price per Unit ($0.00)
(N/A)
§ 4.5 Liquidated damages, if any:
(Insert terms and conditions for liquidated damages, if any.)
The parties agree that, in the event that the Contractor has not achieved Substantial Completion of its Work by the time
specified in Section 3.3.1 of this Agreement (subject to adjustments to the Contract Time as provided in the Contract
Documents), the Contractor shall pay the Owner two thousand ($2,000 ) per calendar day in liquidated damages for
each day that Substantial Completion is delayed beyond the time so specified; provided, however, that the Owner
agrees not to assess or collect such liquidated damages during the first 30 days that Substantial Completion is delayed.
The parties agree that actual damages will be extremely difficult to ascertain, that such liquidated damages represent
their best current estimate of the damages that will be caused the Owner by such delays. that such liquidated damages
AIA Document A101® ~ 2017, Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The
Init. American Institute of Architects. All rights reserved, The “American institute of Architects,” “AIA,” the AIA Logo, “A101 “ and “AIA Contrast Documents” are
registered trademarks and may not be used without permission, This document was produced by AIA software at 14:44:46 ET on 12/11/2020 under Order
oe t No, 1194819785 which expires on 07/27/2021, not for resale. is it icen:“Fh Fetes only, and may only be used in accordance with the AIA Contract
Documents* Terms of Service. To report copyright violations, e-mail
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will be the Owner's exclusive remedy for such delay and that the amount so payable represents reasonable
compensation to the Owner for such delay damages and is not a penalty.
§ 4.6 Other:
(Insert provisions for bonus or other incentives, if any, that might result in a change to the Contract Sum.3
ARTICLE § PAYMENTS
§ 5.1 Progress Payments
§ 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for
Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the
Contractor as provided below and elsewhere in the Contract Documents
§ 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:
§ 5.1.3 Provided that an Application for Payment is reccived by the Architect not later than the 25th day of a month
the Owner shall make payment of the amount certified to the Contractor not later than the 20th day following the date
of reconciled Application for Payment complete with all supporting releases of lien. lf an Application for Payment is
received by the Architect after the application date fixed above, payment of the amount certified shall be made
consistent with similar terms as shown Jor Applications for Payment received by the 25" day of a month.
(Federal, state or local laws may require payment within a certain period of time.)
§ 5.4.4 Each Application for Payment shali be based on the most recent schedule of values submitted by the
Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum
among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such
data to substantiate its accuracy, as the Architect may require. This schedule of values shall be used as a basis for
reviewing the Contractor’s Applications for Payment.
§ 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of
the period covered by the Application for Payment.
§ 5.1.6 In accordance with AIA Document A201™..2017, General Conditions of the Contract for Construction, and
subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as
follows
§ 5.1.6.1 The amount of each progress payment shall first include:
4 That portion of the Contract Sum properly allocable to completed Work:
2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably
stored at the site for subsequent incorporation in the completed construction, or, if approved in advance
by the Owner, suitably stored off the site at a location agreed upon in writing; and
3 That portion of Construction Change Directives that the Architect determines, in the Architect’s
professional judgment, to be reasonably justified.
§ 5.1.6.2 The amount of cach progress payment shall then be reduced by:
4 The aggregate of any amounts previously paid by the Owner:
2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously
withheld a Certificate for Payment as provided in Article 9 of AIA Document A201 2017:
3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier,
unless the Work has been performed by others the Contractor intends to pay;
4 For Work performed or defects discovered since the last payment application, any amount for which
the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided
in Article 9 of AIA Document A201-2017; and
5 Retainage withheld pursuant to Section 5.1.7.
Init.
AIA Document A101®~ 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1968, 1961, 1963, 1967, 1974, 197, 1987, 1991, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. ‘Amencan institute of Architect "AIA. the ALA Logo, “A164 > andi “AIA Contract Qocuments’ are
registered (rat rks and may nol ba used wit per ssion. This document was produced by AIA software al 14:44:46 ET on 12/11/2020 under Order
we! No 1194819785 which expires on 07/27/2021, for resal is ticens for gales use only, and may only be used in accordance with the AIA Contract
Documents? Terms of Service. To report copyright violations, e-mail ¢
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§ 5.1.7 Retainage
§ 5.1.7.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the
following amount, as retainage, from the payment otherwise due:
(insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of
retainage mav be limited by governing law.)
Retainage to be limited to 10% for the first 50% of the Work billed of the Project. Upon 50% financial completion, and
predicated by the project being on schedule and no issues related to payment(s) by the Contractor to tts Vendors or
Subcontractors, no retainage shall be withheld on remaining work of the contract ~ from 51% through the point of
100% completion. Should, afier such reducing of retainage rate, the Contractor fail to maintain the Project's work on
schedule, or there be any instances of not making timely payments to its Vendors or Subcontractors, the Owner
reserves the right to implement a re-establishing of the retainage rate to the initial 10%.
§ 5.1.7.1.1 The following items are not subject to retainage:
(Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.)
§ 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows:
(If the retainage established in Section 5.1.7.1 is to be modified prior to Substantial Completion of the entire Work,
including modifications for Substantial Completion of portions of the Work as provided in Section 3.3.2, insert
provisions for such modifications.)
At Substantial Compietion, all retainage shall be paid to Contractor, less an amount equal to one hundred fifty percent
(150%) of the value of incomplete work remaining to be performed under the Contract.
§ 5.1.7.3 Except as set forth in this Section 5.1.7.3, upon Substantial Completion of the Work, the Contractor may
submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant
to this Section 5.1.7. The Application for Payment submitted at Substantial Compiction shall not include retainage as
follows:
(Insert any other conditions for release of retainage upon Substantial Completion.)
§ 5.1.8 If final completion of the Work is materially delayed through no fault of the Contractor, the Owner shall pay
the Contractor any additional amounts in accordance with Article 9 of AIA Document A201-2017.
§ 5.1.9 Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for
materials or equipment which have not been delivered and stored at the site.
§ 5.2 Final Payment
§ 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shail be made by the Owner to the
Contractor when
A the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct
Work as provided in Article 12 of ALA Document A201-.2017, and to satisfy other requirements, if any,
which extend beyond final payment; and
2 a final Certificate for Payment has been issued by the Architect.
§ 5.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the
Architect’s final Certificate for Payment, or as follows:
As a condition precedent to final payment, Contractor shall deliver to Owner a duly-executed and notarized Waiver
and Release of Lien Upon Final Payment for the entire Project. In exchange for unconditional Waivers and Releases
of Lien Upon Final Payment from Subcontractors, sub-subcontractors, and suppliers, the Owner's final payment to
the Contractor shall he made.
AIA Document A101~ 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1968, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The
Init. American Institute of Architects. All rights reserved, The “American institute of Architects," “AIA,” the AIA Loge, "A101," and “AIA Contract Documents" are
registered trademarks and may nol be used withoul permisaion. This document was produced by AIA software at 14:44:46 ET on 12/11/2020 under Order
g f No, 1194819785 which expires on 07/27/2021, is not for resale, is ti ons Belge use only, and may only be used in accordance with the AIA Contract
Documents* Terms of Service. To report copyright violations. e-mail
User Notes: (892303468)
§ 5.3 Interest
Payments due and unpaid under the Contract shall bear intcrest from the date payment is duc at the rate stated below,
or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project 1s located.
(Insert rate of interest agreed upon, if any.)
10 % per annum
ARTICLE 6 DISPUTE RESOLUTION
§ 6.1 Initial Decision Maker
The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201-201 7, unless the
parties appoint below another individual, not a party to this Agreement, to serve as the Initial Deciston M
Preview
Filing # 189221819 E-Filed 01/05/2024 05:46:38 PM IN THE CIRCUIT COURT OF THE FIRST JUDICIAL CIRCUIT IN AND FOR WALTON COUNTY, FLORIDA CECO OF DESTIN, INC. Plaintiff, Vv. CASE NO.: EMJ CORPORATION, a Tennessee Corporation and MIDGROVE CENTRE, LLC, a Florida Limtied Liability Company Defendant. / COMPLAINT Plaintiff, CECO OF DESTIN, INC. (“Plaintiff”), sues Defendants, EMJ CORPORATION (“EMJ”) and MIDGROVE CENTRE, LLC, a Florida Limtied Liability Company (“Midgrove Centre”) (EMJ and Midgrove collectively known herein as “Defendants”), and alleges that they are entitled to relief upon the following facts: JURISDICTION, PARTIES, AND VENUE 1 This action arises out of Defendants’ failure to pay Plaintiff for goods and services provided by Plaintiff to EMJ for the improvement of the property owned by Midgrove Centre. Plaintiff brings this action to enforce Plaintiff's lien rights, to recover damages for breach of contract or, in the alternative, for unjust enrichment and quantum meruit. 2 Plaintiff is a Florida corporation having its principal place of business in Okaloosa County, Florida, and is authorized to business in the state of Florida. Among other things, Plaintiff provides services related to the installation of electrical equipment. 3 Defendant EMJ is a Tennessee corporation with its principal place of business in Chattanooga, Tennessee. Electronically Filed Walton Case # 24000008CAAXMX 01/05/2024 04:46:38 PM 4 Defendant Midgrove Centre is a Florida limited liability company with its principal place of business in Walton County, Florida. 5 Damages are in excess of $50,000, exclusive of interest, fees, and costs. 6. Venue is proper in the Walton County Circuit Court because the actions and omissions which form the basis of this Complaint occurred or were performed in Walton County, Florida. 7 Further, the claims and causes of action set forth herein accrued and arose from materials and services furnished by Plaintiff in the improvement of real property located in Walton County, Florida at the intersection of Scenic Highway 30A and Greenway Park Avenue in Santa Rosa Beach, Florida 32459 (the “Property”). As such, venue in this Court is also proper pursuant to §47.011, Florida Statutes. GENERAL ALLEGATIONS 8 Atall times material, Midgrove Centre, has been the owner of the Property, known as the “Greenway Retail” development in which the related services forming the basis of this action were performed. 9 On or about January 21, 2021, Midgrove Centre recorded their Notice of Commencement for improvements to said property. A true and correct copy of the Notice of Commencement is attached hereto as Exhibit 1. 10. On or about December 11, 2020, Midgrove Centre and EMJ entered into an agreement for improvement of such property (the “Prime Contract”). A true and correct copy of the Prime Contract is attached hereto as Exhibit 2. 11. In pursuit of their duties under the Prime Contract and on or about January 26, 2021, EMJ and Plaintiff entered into a Subcontract Agreement (“Sub Contract”). A true and correct copy of the Sub Contract is attached hereto as Exhibit 3. 12. All conditions precedent to payment under that Sub Contract have occurred or have been performed. 13. As outlined in Exhibit B to the Sub Contract, the Sub Contract called for Plaintiff to, among other things: install all electrical systems, materials, and components for the project; complete all secondary electrical service work; complete all site electrical work, including site lighting and pedestal receptacles work; and install all conduits and disconnects. 14. Plaintiff completed the entire scope of work requested within the Sub Contract. 15. After completing the work requested within the Sub Contract, Plaintiff was still owed their final retainage payment, which amounted to 10% of the completed work. 16. On or about October 9, 2023, Plaintiff requested the final payment from EMJ. A true and correct copy of the request for payment is attached hereto as Exhibit 4. 17. Despite demand for payment, Plaintiff remains unpaid $75,738.07 under said Sub Contract. 18. On or about October 11, 2023, EMJ communicated their refusal to pay the outstanding balance. A true and correct copy of EMJ’s October 11 letter is attached hereto as Exhibit 5. 19, As of the date of filing this Complaint, Plaintiff is owed $75,738.07 for services provided, exclusive of interest or attorneys’ fees. A true and correct copy of the unpaid invoice dated December 20, 2022, summarizing the unpaid retainage amount of this account is attached as Exhibit 6. COUNT I- FORECLOSURE OF CONSTRUCTION LIEN 20. Plaintiff incorporates and restates the allegations contained in Paragraphs | through 17 as though fully set forth herein. 21. This is an action to foreclose on a construction lien pursuant to Chapters 713 and 85, Florida Statutes against Midgrove Centre. 22. Plaintiff has complied with all conditions precedent under the Florida Mechanic’s Lien law and has brought this action within the time specified in §713.22, Florida Statutes. 23. Plaintiff first commenced performance of their duties and delivery of goods at the site under said subcontract on May 16, 2022. 24. On or about June 2, 2021, Plaintiff served Midgrove Centre with Notice to Owner pursuant to §713.18, Florida Statutes. A true and correct copy of the Notice to Owner is attached hereto as Exhibit 7. 25. On June 30, 2023, Plaintiff recorded its Claim of Lien at Official Records Book 3294, Page 1034 of the public Records of Walton County, Florida, pursuant to §713.08, Florida Statutes, containing a notice of Plaintiffs intention to hold and claim a lien on the Property, together with a description of the indebtedness claimed by Plaintiff to be due under the Sub Contract (“Claim of Lien”). A true and correct copy of the recorded Claim of Lien is attached as Exhibit 8. 26. Pursuant to §713.18, Florida Statutes, Plaintiff served a true copy of said Claim of Lien on Midgrove Centre on June 30, 2023. A true and correct copy of the return receipt is attached hereto as Exhibit 9. 27. For the items and services furnished by Plaintiff for the improvement of the Property there remains due and owing to Plaintiff the sum of $75,738.07. 28. Midgrove Centre has failed and refused to pay the amount due and owing to Plaintiff despite notice and demand for same. 29. Plaintiff has retained the undersigned counsel to represent it in this action and is entitled to recover reasonable attorneys’ fees per Section 14 of the Sub Contract. 30. This action was filed within one year of recording the claim of lien. WHEREFORE, Plaintiff CECO of Destin, Inc., respectfully requests this Court award the following relief: A Take jurisdiction of this cause and of the parties to this action. B Ascertain and award the amount of money, including interest, attorneys’ fees and costs Plaintiff is entitled to recover in this action. Cc Adjudge Plaintiff has a lien on the Property owned by Defendant Midgrove Centre, LLC, as described herein, for the sum of money found to be due, and this lien is superior to the right, title, and interest of Defendant Midgrove Centre, LLC. D. Order such lien be foreclosed in accordance with Florida Statutes, and the established rules and practices of the Court, that upon default of payment to Plaintiff of the amounts found to be due, the Property be sold by the Clerk of Court to the highest bidder at public auction to satisfy the lien pursuant to Florida law, and a deficiency judgment be entered against Defendant Midgrove Centre, LLC for the sum remaining unpaid. E. Incorporate in the Final Judgment of Foreclosure an Order dispossessing Defendant Midgrove Centre, LLC of possession of the Property, and requiring the purchaser at the foreclosure sale, and the purchaser's representative or assigns, be let into possession of the Property. F, Award such other and further relief as Plaintiff may be entitled to receive. COUNT I] - BREACH OF CONTRACT 31. Plaintiff incorporates and restates the allegations contained in Paragraphs 1 through 17 as though fully set forth herein. 32. The Sub Contract is a valid agreement between Plaintiff and EMJ. Thus, EMI is bound by the terms of the Sub Contract. 33. Plaintiff fully performed all of its obligations under the Sub Contract. 34. EMJ breached the Sub Contract by failing to pay Plaintiff. 35. As a result, Plaintiff has retained the undersigned firm and has become obligated for reasonable attorneys’ fees. 36. EMJ’s breach of contract is the direct and proximate cause of EMJ’s damages, which include, but not limited to, the balance remaining under the Sub Contract in the amount of $75,738.07, including attorneys’ fees, and costs. WHEREFORE, Plaintiff respectfully requests that this Court enter judgment in its favor against Defendant EMJ Corporation, award Plaintiff damages, interest, costs, attorneys’ fees, and any other and further such relief as this Court deems just and proper. COUNT III —- UNJUST ENRICHMENT 37. Plaintiff incorporates and restates the allegations contained in Paragraphs 1 through 17 as though fully set forth herein. 38. This is an action against Midgrove Centre and EMJ for unjust enrichment and is plead in the alternative. 39. Plaintiff conferred a benefit in the form of electrical installations which were incorporated into the improvements to the Property. 40. Defendants knew and appreciated that Plaintiff provided said benefit to the Property and knowingly and willfully received, or will receive, benefit in the form of compensation from third parties, directly or indirectly, for the goods and services provided by Plaintiff. 41. Despite this knowledge, Defendants have wrongfully and intentionally refused to compensate Plaintiff. 42. Defendants accepted and retained the benefit resulting from the goods and services provided by Plaintiff such that it would be inequitable for Defendants to refuse to pay the value thereof. 43. The total reasonable value of the services and goods provided and incorporated into the improvements to the property but for which the Defendants have not paid is $75,738.07. 44. Plaintiff is entitled to the reasonable value of the benefit provided. 45. Plaintiff has suffered damages, including but not limited to the amount owed for the reasonable value of the benefit provided. 46. Plaintiff is without an adequate remedy at law. WHEREFORE, Plaintiff respectfully requests that this Court enter judgment against Defendants, jointly and severally, for damages, costs, and any other and further such relief as this Court deems just and proper. COUNT IV - UANTUM MERUIT 47. Plaintiff incorporates and restates the allegations contained in Paragraphs | through 17 as though fully set forth herein. 48. This is an action against Midgrove Centre and EMJ for quantum meruit and is plead in the alternative. 49, Plaintiff provided goods and services which were incorporated into the improvements to the Property. 50. Defendants knowingly accepted the benefit provided by Plaintiff. Sl. Under ordinary circumstances, a reasonable person would expect to pay for all the benefit provided by Plaintiff to Defendants. $2. Defendants, however, failed to fully pay Plaintiff for the benefit provided. 53. Asa direct and proximate result, Plaintiff was damaged. WHEREFORE, Plaintiff respectfully requests that this Court enter judgment against Defendants, jointly and severally, for damages, costs, and any other and further such relief as this Court deems just and proper. COUNT V: ACCOUNTS STATED 54. Plaintiff incorporates and restates the allegations contained in Paragraphs | through 17 as though fully set forth herein. 55. This is an action for damages that exceed $50,000.00. 56. Before the institution of this action, Plaintiff and Defendants had business transactions between them and on January 26, 2021, they agreed to the resulting balance. 57. Plaintiff rendered a statement of the balance to Defendants, attached as Exhibit 6, and Defendants did not object to the statement, 58. Defendants owe Plaintiff $75,738.07 that is due on the account. WHEREFORE, Plaintiff respectfully requests that this Court enter judgment against Defendants, jointly and severally, for damages, costs, and any other and further such relief as this Court deems just and proper. COUNT VI: OPEN ACCOUNTS 59. Plaintiff incorporates and restates the allegations contained in Paragraphs 1 through 17 as though fully set forth herein. 60. This is an action for damages that exceeds $50,000.00. 61. Defendants owe Plaintiff $75,738.07 according to the open account arising from items of work and labor. WHEREFORE, Plaintiff respectfully requests that this Court enter judgment against Defendants, jointly and severally, for damages, costs, and any other and further such relief as this Court deems just and proper. COUNT VII: PROMISSORY ESTOPPEL 62. Plaintiff incorporates and restates the allegations contained in Paragraphs | through 17 as though fully set forth herein. 63. By entering into the Sub Contract with Plaintiff, Defendants made a promise of payment for services rendered. 64. Plaintiff detrimentally relied on the promise made by the Defendants and completed the requested work according to the Sub Contract. 65. Defendants reasonably should have expected their promise to induce reliance in the form of action on the part of the Plaintiff. 66. The injustice of Defendants failing to pay the outstanding balance can be avoided only by enforcement of the promise to pay Plaintiff for services rendered. WHEREFORE, Plaintiff respectfully requests that this Court enter judgment against Defendants, jointly and severally, for damages, costs, and any other and further such relief as this Court deems just and proper. Dated this 3" day of January, 2024. MATTHEWS & JONES, LLP ey, LL we ft ariter Le Ele WILLIAM HUNTER BELL, ESQ. Florida Bar No.: 1049272 4475 Legendary Drive Destin, FL 32541 Tel: (850) 837-3662 Fax: (850) 654-1634 Email: woe wbell@destinlaw.com cesunlaw Cony Secondary: hmegregor@ Gestinlaw stinlaw.com Cony Attorney for Plaintiff Inst. #20210002949 Bk: 3179 Pg: 2788 Recorded: 1/21/2021 8:27 AM Alex Alford Clerk of Courts, Walton County, Florida Rec Fees: $27.00 Deputy Clerk MORRISON Exhibit 1 STATE OF FLORIDA OUNTY OF WALTON PERMIT# NOTICE OF COMMENCEMENT ‘The undersigned hereby informs all concerned that improvements will be made to certain real property, and in accordance with Section 713.13 of the Florida Statues, the following information is stated in this NOTICE OF COMMENCEMENT: Legal description of property to be improved See Exhibit “A" attached hereto Street address (ifany) 154 Ryan Street, Santa Rosa Beach, FL 32459 a ~~ General description of improvements Construct new improvements or renovate existing improvements. Owner MidGrove Centre, LLC, a Florida Limited Liability CompatOwner’s interest Fee simple Address 154 Ryan Street, Santa Rosa Beach, FL 32459 Fee simple Title Holder, if other than owner Address GENERAL CONTRACTOR Name EMJ Corporation, Chas Torrence, Executive VP Phone # 423-855-1550 Address 2034 Hamilton Place Bivd., Suite 400, Chattanooga, TN 37421 Surety Bond Name Phone # Address Amount of Bond $ Name and Address of Financial Institution making a loan for the construction of the above improvements. Name The First, A National Banking Association Phone# 850-654-8130 Address 2000 Ninety-Eight Palms Blvd,, Destin, FL 32541 Persons within the State of Florida designated by owner upon whom notices or other documents may be served as provided by Section 713.13 (1) (a) 7, Florida Statues: Name Phone # _— Address In addition to himself, owner designates the following person to receive a copy of the lienor’s notice as provided in Section 713.13 (1) (b), Florida Statues. (Fill in at Owner's option) Name Ward & Ketchersid, P.A. / Attn: Bill Ketchersid Phone # 850-837-5507 Address 1241 Airport Road, Suite H., Destin, FL 32541 Expiration date of notice of commencement (the expiration date is onc ycar from the date of recording unlcss a different date is specified) WARNING TO OWNER: ANY PAYMENTS MADE BY THE OWNER AFTER THE EXPIRATION OF THE NOTICE OF COMMENCEMENT ARE. CONSIDERED IMPROPER PAYMENTS UNDER CHAPTER 713, PART L, SECTION 713.13, FLORIDA STATUTES, AND CAN RESULT [IN YOUR PAYING TWICE FOR IMPROVEMENTS TO YOUR PROPERTY. A NOTICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE JOB SITE BEFORE THE FIRST INSPECTION. IF YOU INTEND fO OBTAIN FINANCING, CONSULT WHTH YOUR LENDER OR AN ATTORNEY BEFORE COMMENCING WORK OR RECORDING YOUR NOTICE OF COMMENCEMENT. ORE EEE EEE TSE EEE EEE EEE ETHER EET EEE EER EEE EEE EET ST ETE ESE OEE ESTEE ELE CESE EE ESSERE EEN CLES EEEES CHEERED HEEL ERE EEE EET HEE Lattest to the correctness of the information above. — « xf C Richard Rookis STATE OF Florida COUNTY OF Walton v Owner Signature Print Name meena Sworn t tReet ae Aci kind po by owledg before me, by phe Dee ns of) physical post ec or who ( etpersonally’ ) onli “iarization, on this if day of to me or (_ ) produced identification notary stamp) speagemahere anata: rey egeniomsamarcmce Notary Publ BAA AaXE UNN MY COMMISSH aGG nae42 Wy 20, 2323 q TAGE Exhibit 2 AIA Document A101- 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the Eleventh day of December in the year Two thousand twenty (in words, indicate day, month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name, legal status, address and other information} completion. The author may also have revised the text of the original Midgrove Centre, LLC AIA standard form. An Additions and 5365 E County Hwy 30A, Suite 108 Deletions Report that notes added Seagrove Beach, Florida 32459 information as weil as revisions to the standard form text is available from and the Contractor: the author and should be reviewed. A (Name, legal status, address and other information} vertical line in the left margin of this document indicates where the author EMI Corporation has added necessary information 2034 Hamilton Place Boulevard and where the author has added to or Suite 400 deleted from the original AIA text. Chattanooga, Tennessee 3742! This document has important legal consequences. Consultation with an for the following Project: attorney is encouraged with respect (Name, location and detailed description) to its completion or modification. Greenway Retail The parties should complete A101@-2017, Exhibit A, Insurance Midgrove Centre, LLC and Bonds, contemporaneously with Highway 30A & Greenway Park Avenue this Agreement. AIA Document Seagrove Beach, Florida 32459 A201®-2017, General Conditions of the Contract for Construction, is The Architect: adopted in this document by (Name, legal status, address and other information) reference. Do not use with other general conditions unless this Chancey Design Partnership document is modified. 1228 East 7 Avenue Tampa, Florida 33605 The Owner and Contractor agree as follows. Ge init. AIA Document A101®-~ 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1964, 1963, 1967, 1974. 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects, All rights reserved. The “Amarinan institute of Architects,” “AIA,” the AlA Lego, “A101,” snd “AIA Contract Docurnents” ar fegisiered tadeniarks and may not be used without pentission, This document was produced by AIA software at 14:44:46 ET on 12/11/2020 under Order ge i No.1194819785 which expires on 07/27/2021, is not for resale, is f celones for one-t ee only, and may only be used in accordance with the AIA Contract ‘ Documents” Terms of Service. To report copyright violations, e-mail User Notes: (892303468) TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS THE WORK OF THIS CONTRACT DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION CONTRACT SUM PAYMENTS DISPUTE RESOLUTION TERMINATION OR SUSPENSION MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, and all exhibits, Conditions of the Contract (General, Supplementary, and other Conditions}, Drawings. Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated hercin. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, ot agreements, either written or ora!. An enumeration of the Contract Documents, other than a Modification, appears in Article 9. ARTICLE 2. THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others, subject to the terms of Contractor’s Assumptions and Clarifications to the Contract, attached as Exhibit C. ARTICLE 3. DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall (Paragraphs deleted) be set forth in a Notice to proceed issued by the Owner. (Paragraphs deleted) The Contractor shall commence the Work within seven (7) days of Contractor's receipt of all the following: (a) written Notice to Proceed from the Owner, (b) all permits required so as to commence the Work, (c) proof of Owner financing Jor the Work, and (d) executed Agreement. if date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 3.2 The Contract Time shall be measured from the date of commencement of the Work. § 3.3 Substantial Completion § 3.3.4 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work in thirty-three ( 33 } weeks following Date of Commencement, {Check one of the following boxes and complete the necessary information.) | [X} Not later than thirty-three ( 33 ) weeks from the date of commencement of the Work. init, 4 / AIA Document A101®— 2017. Copyright© 1915, 1918, 1925, 1937, 4 1, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. Alf nights reserved. The “Ar inst te of Architests, "AIA." the BIA Logo, "A101." and “AIA Contract Decumenis® are registered trademarks and may not be used without permis A. This document was produced by AIA software at 1444-46 ET on 12/11/2020 under Order os i No.1194819785 which expires on 07/27/2021, is not for resale, is ti icer ee entire use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail User Notes: (892303468: {J By the following date: § 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § 3.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 3.3, liquidated damages, if any, shall be assessed as set forth in Section 4.5. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be Four million one hundred twenty thousand twenty-four dollars ($ 4,120,024 ), subject to additions and deductions as provided in the Contract Documents. § 4.2 Alternates § 4.2.1 Alternates, if any, included in the Contract Sum: Item Price (NA) § 4.2.2 Subject to the conditions noted below, the following aiternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) Kem Price Conditions for Acceptance QN/A) § 4.3 Allowances, if any, included in the Contract Sum: (identify each allowance.) ttem Price Landscape Lighting Eighteen thousand dollars ($ 18,000 ) Owner Contingency Thirty thousand dollars ($ 30,000 } Construction Inspecting / Testing services Fifteen thousand dollars (S$ 15,000 ) Water testing of windows Ten thousand dollars ($ 10,000 ) Parking Lot Binder Course/curb repairs Twenty-five thousand dollars ($25,000) § 4.4 Unit prices, if any: Udentify the item and state the unit price and quantity limitations, if anv, to which the unit price will be applicable.) fem Units and Limitations Price per Unit ($0.00) (N/A) § 4.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any.) The parties agree that, in the event that the Contractor has not achieved Substantial Completion of its Work by the time specified in Section 3.3.1 of this Agreement (subject to adjustments to the Contract Time as provided in the Contract Documents), the Contractor shall pay the Owner two thousand ($2,000 ) per calendar day in liquidated damages for each day that Substantial Completion is delayed beyond the time so specified; provided, however, that the Owner agrees not to assess or collect such liquidated damages during the first 30 days that Substantial Completion is delayed. The parties agree that actual damages will be extremely difficult to ascertain, that such liquidated damages represent their best current estimate of the damages that will be caused the Owner by such delays. that such liquidated damages AIA Document A101® ~ 2017, Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The Init. American Institute of Architects. All rights reserved, The “American institute of Architects,” “AIA,” the AIA Logo, “A101 “ and “AIA Contrast Documents” are registered trademarks and may not be used without permission, This document was produced by AIA software at 14:44:46 ET on 12/11/2020 under Order oe t No, 1194819785 which expires on 07/27/2021, not for resale. is it icen:“Fh Fetes only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail User Notes: (892303468) will be the Owner's exclusive remedy for such delay and that the amount so payable represents reasonable compensation to the Owner for such delay damages and is not a penalty. § 4.6 Other: (Insert provisions for bonus or other incentives, if any, that might result in a change to the Contract Sum.3 ARTICLE § PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 5.1.3 Provided that an Application for Payment is reccived by the Architect not later than the 25th day of a month the Owner shall make payment of the amount certified to the Contractor not later than the 20th day following the date of reconciled Application for Payment complete with all supporting releases of lien. lf an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made consistent with similar terms as shown Jor Applications for Payment received by the 25" day of a month. (Federal, state or local laws may require payment within a certain period of time.) § 5.4.4 Each Application for Payment shali be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Architect may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment. § 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.6 In accordance with AIA Document A201™..2017, General Conditions of the Contract for Construction, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows § 5.1.6.1 The amount of each progress payment shall first include: 4 That portion of the Contract Sum properly allocable to completed Work: 2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; and 3 That portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. § 5.1.6.2 The amount of cach progress payment shall then be reduced by: 4 The aggregate of any amounts previously paid by the Owner: 2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201 2017: 3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; 4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201-2017; and 5 Retainage withheld pursuant to Section 5.1.7. Init. AIA Document A101®~ 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1968, 1961, 1963, 1967, 1974, 197, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. ‘Amencan institute of Architect "AIA. the ALA Logo, “A164 > andi “AIA Contract Qocuments’ are registered (rat rks and may nol ba used wit per ssion. This document was produced by AIA software al 14:44:46 ET on 12/11/2020 under Order we! No 1194819785 which expires on 07/27/2021, for resal is ticens for gales use only, and may only be used in accordance with the AIA Contract Documents? Terms of Service. To report copyright violations, e-mail ¢ User Notes: (892303468: § 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage mav be limited by governing law.) Retainage to be limited to 10% for the first 50% of the Work billed of the Project. Upon 50% financial completion, and predicated by the project being on schedule and no issues related to payment(s) by the Contractor to tts Vendors or Subcontractors, no retainage shall be withheld on remaining work of the contract ~ from 51% through the point of 100% completion. Should, afier such reducing of retainage rate, the Contractor fail to maintain the Project's work on schedule, or there be any instances of not making timely payments to its Vendors or Subcontractors, the Owner reserves the right to implement a re-establishing of the retainage rate to the initial 10%. § 5.1.7.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) § 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 5.1.7.1 is to be modified prior to Substantial Completion of the entire Work, including modifications for Substantial Completion of portions of the Work as provided in Section 3.3.2, insert provisions for such modifications.) At Substantial Compietion, all retainage shall be paid to Contractor, less an amount equal to one hundred fifty percent (150%) of the value of incomplete work remaining to be performed under the Contract. § 5.1.7.3 Except as set forth in this Section 5.1.7.3, upon Substantial Completion of the Work, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7. The Application for Payment submitted at Substantial Compiction shall not include retainage as follows: (Insert any other conditions for release of retainage upon Substantial Completion.) § 5.1.8 If final completion of the Work is materially delayed through no fault of the Contractor, the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201-2017. § 5.1.9 Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.2 Final Payment § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shail be made by the Owner to the Contractor when A the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Article 12 of ALA Document A201-.2017, and to satisfy other requirements, if any, which extend beyond final payment; and 2 a final Certificate for Payment has been issued by the Architect. § 5.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment, or as follows: As a condition precedent to final payment, Contractor shall deliver to Owner a duly-executed and notarized Waiver and Release of Lien Upon Final Payment for the entire Project. In exchange for unconditional Waivers and Releases of Lien Upon Final Payment from Subcontractors, sub-subcontractors, and suppliers, the Owner's final payment to the Contractor shall he made. AIA Document A101~ 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1968, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The Init. American Institute of Architects. All rights reserved, The “American institute of Architects," “AIA,” the AIA Loge, "A101," and “AIA Contract Documents" are registered trademarks and may nol be used withoul permisaion. This document was produced by AIA software at 14:44:46 ET on 12/11/2020 under Order g f No, 1194819785 which expires on 07/27/2021, is not for resale, is ti ons Belge use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations. e-mail User Notes: (892303468) § 5.3 Interest Payments due and unpaid under the Contract shall bear intcrest from the date payment is duc at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project 1s located. (Insert rate of interest agreed upon, if any.) 10 % per annum ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Maker The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201-201 7, unless the parties appoint below another individual, not a party to this Agreement, to serve as the Initial Deciston M