AN “AGREEMENT TO AGREE” IS NOT A BINDING CONTRACT

Posted on November 13, 2025November 13, 2025 by David Adelstein

A driving issue in a recent dispute was whether a binding contract existed simply through the selection of a proposal in response to a solicitation. Or, was there nothing more than an “agreement to agree,” which does not create a binding contract. There is an important distinction between a binding contract an an “agreement to agree.”

A Community Redevelopment Agency (CRA) issued a Request for Proposals otherwise referred to as an RFP. The RFP specifically stated that the CRA and proposer will be contractually bound only if and when a written contract is executed between the parties. A proposer was notified that it was selected as the winning proposer however a written contract was never executed because the proposer was subsequently disqualified. The proposer filed a lawsuit claiming it was wrongfully disqualified and prevailed. The trial court found it was entitled to attorney’s fees pursuant to a contract that had been formed when the proposer’s proposal was originally accepted.

But was a contract actually formed? The appellate court said “NO!” holding that there was no binding contract simply because the proposer’s proposal was accepted. There was nothing more than an “agreement to agree” which never turned into a binding contract:

“The question of whether the parties intended to form a binding contract is determined by examining the language of the document in question and the surrounding circumstances.” “[I]f the parties prescribe terms to effectuate a binding agreement, such terms are controlling.” Thus, case law is clear that “[w]here the parties intend that there will be no binding contract until the negotiations are reduced to a formal writing, there is no contract until that time.”

The RFP specifically stated that “[t]he CRA and Proposer will be contractually bound only if and when a written contract between the parties is executed by the appropriately authorized officials of the CRA and Proposer.” Based on the plain language of the RFP, neither party was bound, nor was there a binding contract, until a written agreement was executed. Therefore, we find the trial court erred in awarding attorney’s fees based on a contract that was not written or agreed to. Because the parties intended to be bound only when the negotiations were reduced to a formal writing, and a formal writing was never executed, there was no contractual basis to support an award of fees ….Rather, the CRA’s selection of [the proposer] was “nothing more than an ‘agreement to agree,’ ” which is not enforceable.

The CRA’s selection of [the proposer] did not create a contract between the parties. “A request for proposal is used, for example, when the municipality is unable to define the scope of work required completely, or when responses may require subsequent negotiation. As a result, a contract is not typically formed until after the negotiation process.”

Community Redevelopment Agency of the City of West Palm Beach v. Vita Lounge, LLC, 50 Fla.L.Weekly D2448a (Fla. 4^th DCA 2025) (internal citations omitted).

Please contact David Adelstein at dadelstein@gmail.com or (954) 361-4720 if you have questions or would like more information regarding this article. You can follow David Adelstein on Twitter @DavidAdelstein1.

THE PREFATORY WHEREFORE CLAUSES IN AGREEMENTS MATTER

Posted on October 12, 2025October 12, 2025 by David Adelstein

When drafting agreements, the language matters. This is because agreements are not intended to be construed in a vacuum. Sections of an agreement are not to be interpreted in isolation. Agreements are intended to be constructed in the context of the ENTIRE agreement. This is why there is tremendous value in the drafting of the agreement and the negotiation of the agreement. Neglecting this value can bring a large number of headaches, headaches that cost money and lead to undesirable consequences.

When drafting agreements, it has become routine to include prefatory clauses. Sometimes, these are known as the “Wherefore clauses,” that setup up the stage of the agreement before the numbered sections or paragraphs kick in. These Wherefore clauses show up in contracts and settlement agreements, and they matter.

In a recent case, City of Gainesville v. Parkwood Alachua Land Investments, Inc., 2025 WL 2792459 (Fla. 1^st DCA 2025), the issue on appeal was contract interpretation, and particularly the Wherefore clauses. Indeed, this is how the First Ditrict began its opinion:

This is a breach-of-contract case. When we are called to assess a trial court’s enforcement of a contract’s terms, as we are here, the supreme court tells us that we are “bound by the plain meaning of the contract’s text.” One or more provisions in a contract’s text, however, “cannot be viewed in isolation from the full textual context of which they are a part.” Rather, “proper interpretation requires consideration of ‘the entire text, in view of its structure and of the physical and logical relation of its many parts.’ ” This is so because “the goal of interpretation is to arrive at a fair reading of the text by determining the application of the text to given facts on the basis of how a reasonable reader, fully competent in the language, would have understood the text at the time it was issued.” “Context is a primary determinant of meaning.”

At issue here is whether initial paragraphs in the parties’ contract—paragraphs that do not define either party’s rights or obligations—can still be used to provide context governing the meaning of otherwise plain text appearing under the City of Gainesville’s (as the going concern known as Gainesville Regional Utilities, or “GRU”) specified obligation to pay rebate fees to the developer Parkwood Alachua Land Investments, Inc. (“Parkwood”), when certain conditions precedent occur. There was a bench trial, after which the judge applied the operative text literally, without considering the prefatory language for context, and rendered judgment against GRU for money due under the contract. GRU argues a different plain meaning of the text, basing its reading on the clear purpose of the whole contract, which is spelled out by introductory (or prefatory) language. Following the supreme court’s lead regarding “whole text,” or contextual, application of statutory and contractual provisions, we agree with GRU and reverse.

City of Gainesville, supra (internal citations omitted.)

As you can tell from the start of this opinion, the First District reversed because the trial court did not apply meaning or application to the Wherefore clauses. The contract itself, here, does not matter. What matters is that contract interpretation requires a review of the entire contract, not just sections in isolation. See City of Gainesville, supra (“Our objective ‘is to ascertain the meaning and intent of the parties as expressed in the language used.” As mentioned in the beginning, when we do so, we cannot read a textual provision in isolation-something the trial court erroneously did here.’) (citation omitted). Here, the trial court did not consider the Wherefore clauses, and this was a big no-no the First District:

In construing the [Agreement], the trial judge zeroed in on paragraphs nine and ten and expressly read them without considering the prefatory text or the circumstances surrounding the contract’s execution. The judge explained in her order that the prefatory text “may not be relied upon if they will cause ambiguity in an otherwise unambiguous contract.” This approach incorrectly treated the question of ambiguity as strictly binary—so making the decision whether to look at any other text in the contract at all wholly dependent on whether the text in question, by itself, is ambiguous in the first place. Construction canons are not to operate this way. “Viewed properly as rules of thumb or guides to interpretation, rather than as inflexible rules,” these canons “can aid the interpretive process from beginning to end,” so “[i]t would be a mistake to think that … interpreters [must] make a threshold determination of whether a term has a ‘plain’ or ‘clear’ meaning in isolation, without considering the statutory context and without the aid of whatever canons might shed light on the interpretive issues in dispute.”

City of Gainesville, supra (internal citations omitted).

Remember, the language in contracts matter, including language uses in the prefatory Wherefore clauses.

QUICK NOTE: CHOICE OF LAW PROVISIONS

Posted on August 9, 2025August 9, 2025 by David Adelstein

It is common for construction contracts to include a choice-of-law provision or language. This is language that says the contract is to governed under the laws of the state of Florida (by way of example). Pick any jurisdiction. There may be other language in the provision, but the gist is that if there is a dispute arising under the agreement, the laws of the state designated in the choice-of-law provision will apply.

For example, you can have an agreement in Florida with a vendor but that agreement includes a choice-of-law provision that says the state of Virginia applies. This is because the vendor may be based in Virginia and the agreement was based on Virginia law.

However, a choice-of-law provision can be waived if it is not timely raised in a lawsuit. So, if you are in a dispute in Florida under an agreement that says Virginia law applies, the application of Virginia law can be waived if it is not raised. This is an important consideration because the designated state may contain more favorable legal principles on a given issue. This was the circumstance discussed here where the Virginia choice-of-law provision was waived because it was not timely raised. Had it been timely raised, it would have benefited a party on an issue dealing with attorney’s fees which is treated differently in Florida.

A CONTRACT IS A CONTRACT: RELEASES AND CHANGE ORDERS / BILATERAL MODIFICATIONS ARE CONSTRUED AS CONTRACTS

Posted on April 6, 2025April 6, 2025 by David Adelstein

A contract is a contract. It should say what it means and means what it says. A release is construed like a contract. A change order or bilateral modification is construed like a contract. The decision out of the United States Court of Federal Claims, B.L. Harbert International, LLC v. US, 2025 WL 914388 (Fed.Cl. 2025), serves as a case on point.

In this case, the contractor had a claim related to a bilateral modification (i.e., change order #1) on a federal project which included a two-month extension of time to complete the contractor’s work. The modification stated the contractor and the contractor’s subcontractors waived the right to seek compensation for any other delays relating to the work. “When a contractor signs a general release, it is barred from seeking damages for the events connected to and contemplated by the release.” B.L. Harbert International, supra, at *4. Thus, the contractor’s claims related to this modification were waived.

The contractor also had claims related to two other bilateral modifications (i.e., change orders #2 and #3). The modification #3 left open any time extension due to the changed work and costs associated with the time extension because it was uncertain whether such work would result in a delay. However, the work did NOT cause a delay. The contractor accelerated its subcontractor and had the work completed ahead of schedule. The contractor claimed it was entitled to the additional costs associated with the acceleration. But the acceleration is NOT a time extension or delay. “[The contractor] could have negotiated with the Corps to cover acceleration costs that would prevent any further extensions of time, but it is too late to make that change to the contract after the fact.” B.L. Harbert, supra, at #4. In other words, modification #3 resolved the contractor’s costs for additional work other than a time extension and costs associated with a time extension. But a time extension was never needed. Thus, the contractor waived any costs for acceleration.

The contractor made another argument to counter the specific language in the modifications. It argued mutual mistake.

The contractor argued that the parties understood that the modifications did not cover the contractor’s additional costs as reflected in letters the contractor sent the government prior to the modifications. Therefore, the contractor claimed there was no meeting of the minds if the government’s position is different.

Under universal contract interpretation and each executed modification is a contract, “when contract provisions are clear and unambiguous, they must be given their plain and ordinary meaning.” B.L. Harbert, supra, at *5 (internal quotation and citated omitted). The modifications were clear and unambiguous.

Next, the contractor never presented its request for contract reformation due to mutual mistake to the government’s contracting officer, and the court can only review claims presented and certified to the contracting officer under the Contract Disputes Act. Regardless, the contractor couldn’t satisfy the requirements of mutual mistake. “To show a mutual mistake, [the contractor] must meet four elements by clear and convincing evidence, including demonstrating that ‘the parties to the contract were mistaken in their belief regarding a fact … [and] the contract did not put the risk of the mistake on the party seeking reformation.’” B.L. Harbert International, LLC, supra, at *5 (citation omitted). The contractor had to show that “the parties shared a mutual mistake,” which it could not factually demonstrate. See id.

FOLLOW THE DISPUTE RESOLUTION PROVISION(S) IN YOUR CONTRACT

Posted on March 9, 2025March 9, 2025 by David Adelstein

When you are in a dispute, one of the first things you want to look at is the dispute resolution provision(s) in your contract. What does the provision(s) say? (There could be more than one provision.) Do you need to mediate first? Are disputes decided via arbitration or litigation? Is there a venue provision? Is there a waiver of jury trial? Is there an attorney’s fees provision? Is there a choice of law provision? You want to know this BEFORE you proceed with escalating the dispute. Not following the dispute resolution provision(s) can have consequences. Below is an example.

In Pesantes v. Kelley, 50 Fla. L. Weekly D519a (Fla. 3d DCA 2025), a residential buyer and residential seller were in a dispute. The parties entered into an as-is residential contract. The contract included a dispute resolution provision that required the parties to mediate their disputes and if they were unable to settle through mediation, then the parties could litigate their dispute. There was also a prevailing party attorney’s fees provision that stated, “In any litigation permitted by this Contract, the prevailing party shall be entitled to recover from the non-prevailing party costs and fees, including reasonable attorney’s fees, incurred in conducting the litigation.” Pesantes, supra.

The buyer filed a lawsuit against the seller for negligence without complying with the pre-suit mediation requirement. The seller did not move to compel mediation. The seller, instead, responded claiming the dispute was governed by the contact and demanded prevailing party attorney’s fees per the contract. Months later, the buyer dismissed the lawsuit and the seller moved for prevailing party attorney’s fees. The trial court denied the motion. The appellate court confirmed based on the language in the dispute resolution provision(s):

[T]he right to prevailing party attorney’s fees in litigation of a claim ‘arising out’ the Contract is triggered, (i.e., ‘permitted’) only where the parties have participated in the pre-suit mediation required by paragraph 16 and have reached an impasse (i.e., “not settled’) at such pre-suit mediation.

In other words, the Contract specifically limits fee entitlement to the prevailing party in lawsuits ‘permitted by’ the Contract. Had the Contract’s drafters intended for a broader application of fee entitlement – that is, for a prevailing party in any lawsuit ‘arising out’ of the Contract to be entitled to fees—the drafters would have included the same, broad “arising out of’ language that the drafters employed in paragraph 16. They did not, and this Court is powerless to rewrite the parties’ agreement.

Pesantes, supra (internal citations omitted).

KEEP AN EYE OUT ON WHAT YOUR INSURANCE POLICY AND CONTRACT SAYS

Posted on January 25, 2025January 25, 2025 by David Adelstein

There is a very good reason the contract requires the party providing a service (e.g., subcontractor) to name the paying party (e.g., general contractor) as an additional insured under its liability policies (e.g., CGL policy) on a primary and non-contributory basis.

There is also a very good reason why you, as an insured, should read the contracts you sign with the party providing a service for you.

In other words, keep an eye out on what your insurance policy says and what your contract says! This is an ABSOLUTE!!

If you want to know the good reasons, look no further to the recent case of Colony Insurance Co. v. Titan Restoration Construction, Inc., 2025 WL 45160 (Fla. 4^th DCA 2025). In this case, a general contractor’s CGL policy contained an endorsement that stated there would be no coverage UNLESS the general and subcontractor executed an agreement containing, “A requirement for the [subcontractor] to name the insured [general contractor] as an additional insured under their Commercial General Liability policy on a primary and non-contributory basis in favor of the insured [general contractor].” Colony Insurance, supra. The general contractor hired a roofing subcontractor. There was no requirement for the roofing subcontractor to name the general contractor as an additional insured on a primary and noncontributory basis. Also, the proposal the general contractor signed contained a disclaimer from the roofing subcontractor that the subcontractor “will not be held responsible for water damage to the exterior or the interior of the premises.”

Naturally, the roof installed by the roofing subcontractor leaked causing water damage. The general contractor submitted a claim to its CGL insurer. Its CGL insurer denied coverage because the subcontractor had NOT added the general contractor as an additional insured on a primary and noncontributory basis to its CGL policy. In other words, per the endorsement, there was no coverage because the general contractor did not comply by requiring its subcontractor to name it as an additional insured on a primary and noncontributory basis.

A coverage dispute between the general contractor and its CGL insurer ensued. On appeal, there are key points decided by the appellate court:

If an endorsement is in conflict with the body of an insurance policy, the endorsement will control. Colony Insurance, supra(citation omitted). This is important because the general contractor argued the endorsement conflicted with the body of the policy and, thus, the conflict should be construed against the insurer. However, this was shot down because the endorsement controls.

The general contractor’s CGL policy required the general contractor to have been added as an additional insured under its roofing subcontractor’s policy on a primary and noncontributory basis. The general contractor failed to comply with this endorsement and, thus, there was no coverage.

Separately, the proposal which was part of the contract between the general contractor and roofing subcontractor included a disclaimer such that the roofing subcontractor was disclaimed from liability for water damage. Regardless, the general contractor contractually agreed that the subcontractor was not responsible for water damage. Ouch!

YOUR CONSTRUCTION CONTRACT

Posted on March 23, 2024March 23, 2024 by David Adelstein

Your construction contract is an important topic. What’s even more important is YOUR process for reviewing and negotiating construction contracts.

Are you simply acting as a riverboat gambler willing to assume undue risk because you don’t value the investment in understanding what you are signing? If so, it becomes hard to complain about what you agreed to and signed when you chose NOT to invest in the process. Investing in the process means you are working with a construction attorney, you have an insurance broker that understands your industry, you have resources in place to ensure risk is negotiated and allocated, and you understand what risk you are assuming to make sure you are properly protecting and perfecting your rights, and transferring risk downstream.

When it comes to construction contracts, there are really three approaches:

1. Riverboat Gambler. This is the “I’ll sign whatever you give me because I don’t want to lose the contract / revenue.” Under this approach, you are not worried about undue risk because you don’t value the investment in the next two approaches. Your thought process is that you’ll care about the risk when an issue pops up, i.e., the riverboat gambler. This is not an approach I’d recommend because it is contrary to the adage, “an ounce of prevention is worth a pound of cure.” This is simply a reactive approach to issues and risks. The other two approaches are more proactive and better suited to understand and manage risk.

2. Budgeted Approach. Under this approach, you budget a certain amount of money to work with a construction attorney. The attorney works within this budget to provide you bullet points, red-line suggestions, or comments for consideration (e.g., adding PDF comments) within your budget and you factor this input into your business decision and negotiation. Based on this, you can consider whether to expand the budget or take the lead in the edits and negotiation. This approach is good for parties that have experience in understanding and allocating risk and negotiating deal points, and value the budget they are allocating.

3. Invested Approach. This is the most proactive because you are investing in resources to make sure you understand risk, allocate risk, negotiate risk, have the right resources and insurance for risk, educate your team on risk, and are willing to digest and consider deal points. This means working with a construction attorney on contracts as-needed based on your level of sophistication and experience and ensuring you have the right insurance broker that understands your industry and risks. This means an attorney would be engaged in red-lining contracts, negotiating contracts, and working with you and your insurance broker to make sure you understand assumed risk. An attorney prefers this approach because it is a value-added service.

Please reach out to me if you are interested in discussing the second or third approaches. Again, these are more proactive approaches for those that value and appreciate the risk and don’t want to be purely reactive. Since everything starts and ends with your contract, the riverboat gambler approach should be a non-starter to you. There is too much risk in construction to be a riverboat gambler.

THE WORD “ESTIMATE” IN A CONTRACT MATTERS AS TO A COMPLETION DATE

Posted on January 20, 2024January 20, 2024 by David Adelstein

Language in a contract matters. The word “estimates” or “estimated” matters particularly when it comes to a date certain such as a substantial completion or completion date. Remember this.

Here is an example.

In Parque Towers Developers, LLC v. Pilac Management, Ltd., 49 Fla.L.Weekly D190a (Fla. 3d DCA 2024), a trial court held that the developer did not complete the construction of five condominium units by the date in the purchase agreements. The developer appealed because “[t]he agreements contain no date certain for the completion of the units, but rather include a clause that ‘Seller estimates it will substantially complete construction of the Unit, in the manner specified in this Agreement, by December 31, 2017, subject to extensions resulting from ‘Force Majeure (the ‘Outside Date’).’” Parque Towers, supra. Another provision in the purchase agreements stated, “[w]henver this Agreement requires Seller to complete or substantially complete any item of construction, that item will be understood to be complete or substantially complete when so completed or substantially completed in Seller’s opinion. Id.

The units were completed with closing taking place in early 2019 – LONG after the December 31, 2017 date. The purchasers sued the developer claiming the developer breached the contract, which the trial court agreed with in a non-jury trial. On appeal, the appellate court reversed…because language in a contract matters:

Here, the agreements did not require [the developer] to complete the units by December 31, 2017, or otherwise make time of the essence as to the seller’s obligations. The only completion date referenced in the agreements is specifically described as an “estimate” for when the units will be “substantially complete” according to [the developer’s] own opinion, and [the developer] ultimately did finish the units and schedule the closings within the time required by the agreements and upon proper notice. … Moreover, while the Purchasers all eventually notified [the developer] that they considered its failure to deliver the units by December 31, 2017, to be a default under the agreement, none of them claimed default or sought to enforce the agreements until April 2018 at the earliest, long after the original estimated date and after they had been informed that the estimated completion date had been changed. Thus, irrespective of the evidence supporting [the developer’s] claims of delays due to force majeure, the trial court could not find [the developer] in breach of a completion date that was purely estimated.

Parque Towers, supra (citations omitted).

CONTRACT SHOULD HAVE CLEAR AND DEFINITE TERMS TO AVOID A PATENT AMBIGUITY

Posted on November 19, 2023November 19, 2023 by David Adelstein

If you need more of a reason to have contracts with clear and definite terms, this case is it. This case exemplifies what can happen if the contract, not only does not have clear and definite terms, but contains a patent ambiguity. The contract will be deemed unenforceable which will make one of the contracting parties very unhappy!

In Bowein v. Sherman, 48 Fla.L.Weekly D2208a (Fla. 6^th DCA 2023), the buyer and seller entered into a real estate transaction. The transaction was for $2 Million. The purchase-and-sale agreement included the address and legal description of a parcel to be sold. However, there was a section in the agreement called “Other Terms and Conditions” which identified that the offer was actually for four properties that were being sold by the seller. When it came to closing time, the seller refused to close because the seller disputed that the $2 Million purchase price was for all four of his properties. The buyer sued the seller for specific performance to force the sale which the trial court agreed in favor of the buyer. However, the appellate court did not.

First, the appellate court held that “[t]he equitable remedy of specific performance may be granted only where the parties have actually entered into a definite and certain agreement.” Bowein, supra (quotation and citation omitted).

Next, the appellate court found there was NOT a definite and certain agreement because the contract contained a patent ambiguity. “[A] patent ambiguity is that which appears on the face of the instrument and arises from the use of defective, obscure, or insensible language.” Bowein, supra (quotation and citation omitted). Here, the appellate court found that “[t]he different legal descriptions and addresses in different parts of the sales contract on its face lead us to conclude a patent ambiguity exists.” Id.

Lastly, the appellate court held a patent ambiguity cannot be used through parol evidence. The contract is basically dead, i.e., unenforceable, because “a trial court cannot choose one contradictory provision of a contract over another without impermissibly rewriting the contract.” Bowein, supra.

Here the patent ambiguity was that the “Other Terms and Conditions” included three additional properties that were not identified on the first page of the contract as to the property to be sold. Had the parties, on the first page, identified “see Other Terms and Conditions” or clarified that the property to be sold was subject to the “Other Terms and Conditions,” there is no patent ambiguity. It was just a matter of CLEARLY identifying that the $2 Million sale price was not just for the property identified, but for the property identified plus the properties subject to the “Other Terms and Conditions.”

It seems that the seller had seller’s remorse. Because the real estate contract was likely done electronically and filled out electronically, the first page only had space for one parcel. The buyer figured he could identify the other parcels in the “Other Terms and Conditions” and perhaps could have made this clearer. Because there could have been better clarity as to what the $2 Million was for, the appellate court just found there to be a patent ambiguity based on the conflict between the first page of the contract with the “Other Terms and Conditions.” Was there really a patent ambiguity? Yeah, I do not know here because when the “Other Terms and Conditions” state that the offer was for the four properties, it seems clear the buyer was making the $2 Million offer for the four properties…but it could have been clearer which was the seller’s get out jail card on the transaction.

DON’T IGNORE THE DISPUTE RESOLUTION PROVISIONS IN YOUR CONSTRUCTION CONTRACT

Posted on May 21, 2023May 21, 2023 by David Adelstein

Don’t ignore dispute resolution provisions in a construction contract. Sometimes, you may want to. But dispute resolution provisions should be one of the first provisions you look to when a dispute arises recognizing these provisions will be raised if you fail to comply. Not only will they be raised, but the presumption is they will be enforced. This is the situation that was raised in Seminole County, Florida v. APM Construction Corp., 2023 WL 3555356 (Fla. 5^th DCA 2023).

Here, a contractor was terminated for cause by Seminole County. The contractor then filed suit against the County. The County moved to dismiss the lawsuit because the contractor failed to comply with contractual presuit administrative procedures in the contract prior to filing a lawsuit. While the trial court denied the County’s motion to dismiss, the appellate court granted the County’s petition for writ of certiorari quashing the trial court’s order denying the motion to dismiss. For purposes of granting the writ of certiorari, the appellate court held irreparable harm existed because “certiorari jurisdiction is properly exercised when a trial court permits a party to litigate when there is a contractual or legal obligation to first administrative proceed.” Seminole County, supra, at *2.

The contract between the County and its contractor contained the following dispute resolution provisions:

(a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust County administrative dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies….

(b) In any lawsuit or legal proceeding arising under this Agreement [contractor] hereby waives any claim or defense based on facts or evidentiary materials that were not presented for consideration in County administrative dispute resolution procedures set forth in subsection (a) above which [contractor] had knowledge and failed to present during County administrative dispute resolution procedures.

Regardless of the termination for cause, the appellate court noted “nothing in the contract shows that the parties intended to expressly exclude post-termination disputes such as the one brought by [contractor] from the scope of its presuit administrative dispute resolution provisions.” Seminole County, supra, at *2. Thus, the presuit administrative dispute resolution procedures applied. The appellate court explained:

[Contractor] signed a contract in which it agreed that: (1) disputes regarding contract performance shall require the exhaustion of the administrative dispute resolution procedures prior to the filing of a lawsuit; and (2) the termination of [contractor’s] services under the contract by [the County] shall not affect any rights [the County] may have against [the contractor]. Furthermore, the contract contained no language that expressly excluded post-termination disputes—such as the claims being asserted in counts one and two of [the contractor’s] complaint—from the scope of the presuit administrative dispute resolution process. Lastly, we discern no present basis in the record to conclude that the required presuit administrative dispute resolution procedures will be futile.

Seminole County, supra, at *3.