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Backup Documents 11/10/2020 Item #11C ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 1 C TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Cormac Giblin Community and Human cg 12/15/20 Services 2. Jennifer Belpedio County Attorney Office I 2/15)(RO 3. BCC Office Board of County y� Commissioners 1,151 04 J(D 1)1 4. Minutes and Records Clerk of Court's Office Rs la-Kget) 3 C,.`.. PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Cormac Giblin Phone Number 252-12399 Contact/ Department Agenda Date Item was 11/10/2020 Agenda Item Number 11C Approved by the BCC Type of Document Developer Agreement Number of Original 1 Attached Documents Attached PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? S (3111( N/A 2. Does the document need to be sent to another agency for additional signatures? If y s, NA provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be cg signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's NA Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the cg document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's cg signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip NA should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 11/10/2020 and all changes made during cg Wis not the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the cg A is not BCC, all changes directed by the BCC have been made, and the document is ready for the op or Chairman's signature. ,.„ I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 tic Ann P. Jennejohn From: Ann P. Jennejohn Sent: Thursday, December 17, 2020 8:42 AM To: GiblinCormac Subject: Developer Agreement w/Rural Neighborhoods, Inc. (Item #11C 11-10-20 BCC Meeting) Attachments: Backup Documents 11_10_2020 Item #11C.pdf Good Morvtivtg Cormac, Avt executed copy of Item #11C, from the Boards' November 10, 2020 Meetivtg is attached for your records. Thavtk you! Ann Jenne,jotin 13MR Sevtior Deputy Clerk Clerk to the Value Adjustmevtt T3oard Office: 23q-252-8406 Fax: 23q-252-8408 (if applicable) Avtvt.Jevtvtejohvt@CollierClerk.com Office of the Clerk of the Circuit Court & Comptroller of Collier Couvtty 32gq Tamiami Trail, Suite 4;b401 Naples, FL 34112-5324 www.CollierClerk.com 1 tic DEVELOPER AGREEMENT (GOLDEN GATE GOLF COURSE HOUSING PROJECT) THIS DEVELOPER AGREEMENT (the "Agreement") is made as of the (b day of N , 20 A(jby and between Rural Neighborhoods, Incorporated("Developer") and Collier County,a political subdivision of the State of Florida(the"County"). RECITALS WHEREAS, On December 10, 2019, the Board of County Commissioners approved issuing a solicitation for interest to develop an approximately 27-acre tract of land for affordable housing. The parcel is more commonly described as the Golden Gate Golf Course (Folio 36560040008). The legal description of such real property is attached hereto as Exhibit"A" (the "Property") WHEREAS, On December 13, 2019, Invitation to Negotiate (ITN) No. 20-7698 was opened on the Collier County Procurement Services Division Online Bidding System with the intent of obtaining proposals from interested and qualified vendors in accordance with the terms, conditions and specifications of the ITN. WHEREAS, On January 28, 2020, Developer submitted a timely response to ITN No. 20-7698. The County received a total of 6 responses from interested developers. WHEREAS, On June 9, 2020, Developer was selected by the Board of Collier County Commissioners to enter negotiations for the development of the Property pursuant to solicitation ITN No. 20-7698; and WHEREAS, the County intends to, pursuant to Florida Statutes, Section 125.379, to lease the Property to Developer(or its successor and assigns),pursuant to a 99-year ground lease (the "Ground Lease"), for development and use by Developer (defined below) to improve the Property, with such improvements to include, but not be limited to affordable residential rental units; and WHEREAS, Developer may intend to apply for additional financing from Florida Housing Finance Corporation ("FHFC") under FHFC's competitive Request for Application process or other public and private sources. WHEREAS, Developer and the County desire to memorialize the terms and conditions pursuant to which Developer will improve the Property, and the manner in which any related escrow account shall be established; and NOW, THEREFORE, in consideration of mutual benefits and the public interest and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: 1 p ' • tic Section 1. Recitals. 1.1 The above recitals are true and correct, are hereby incorporated herein by reference, and form a material part of this Agreement. All Exhibits and Developer's submission to ITN 20-7698 are hereby incorporated herein by reference and accordingly deemed a part of this Agreement. Section 2. Ownership. 2.1 Developer will form one or more single-purpose legal entities (the "Project Owner") to serve as applicant entities which will seek phased development funding from FHFC or other public and private sources to own the planned phased development. Section 3. Design and Construction; Timeline. 3.1 Developer plans to use the Property (i.e. the land allocated to this Project and described in Exhibit A herein) for construction of affordable housing for Seniors Veterans and Essential Services Personnel. The development shall be composed of one or more buildings, with at least 350 units (the "Project") with on grade parking. The Developer may be entitled to develop additional units in accordance with applicable land use requirements not to exceed the number allowable under the PUD. Units shall include features such as solid surface countertops; plywood cabinets; ceramic and/or vinyl plank flooring; full-size Energy Star appliances including range, refrigerator microwave, and dishwasher; and LED lighting or equivalent. Community amenities will consist of a minimum of on-site management and maintenance; clubhouse or multipurpose community room; interview or exam room, swimming pool; fitness center; media/computer room; and outdoor tot lot. Developer agrees to cause the design, permitting, and construction of the Project to be completed at its sole cost and expense in accordance with those plans and specifications approved by the County. 3.2 Developer agrees that any improvements on the Property will only include the Project and not any commercial development or outdoor storage. 3.3 Developer may cause the Project to be constructed in phases. Upon approval of the plans, specifications, and permits by the authorities having jurisdiction over the Project (the "Governmental Authorities") and approval of financing by others, the Project Owner shall promptly construct the Project. In so doing, the Project Owner shall: (a) comply with the permits and all other applicable laws, approvals, codes and requirements of orders promulgated by all Governmental Authorities (the "Approvals"), (b) perform all work in a safe and workmanlike manner, and (c) ensure construction commences and is substantially complete in accordance with the Approvals. 3.4 Developer agrees to provide a timeline of the anticipated schedule for construction of the Project and will provide the County with any significant changes to such schedule. If the Developer is unable to secure a commitment of project funding for an initial phase within 12 months from the effective date of final approval of land use as evidenced by PUD approval the County may exercise its option terminate this agreement. Should the Developer be unable to secure a commitment of project funding within 12 months, an additional 2 l 1t 12 months may be granted by the Board of County Commissioners at its sole discretion. Should Developer obtain a commitment towards the initial or any subsequent phase and commence construction on that phase within twelve (12) months, Developer shall be granted an additional twelve (12) month period to obtain a commitment of project financing towards and additional phase and so on until build out of the Development. The above referenced deadlines may be extended at the discretion of the County Manager or designee up to six months. Section 4. Rent and Income Restrictions. 4.1 Developer commits to restrict all units in the development in accordance with attached Exhibit B, "Unit Income and Rent Breakdown".Exhibit B, "Unit Income and Rent Breakdown" may be amended by up to 10% by the County Manager or designee; amendments greater than 10%shall require approval by the Board of County Commissioners. Section 5. Environmental Provisions. 5.1 Developer has inspected the Property, is familiar with the condition of the Property, including the underlying environmental conditions, and based on the foregoing, and subject to receipt, review and acceptance of all County reports below agrees to accept such Property "as is" and with all faults, and assumes all risks associated with pursuing the Project in accordance with this Agreement and all applicable law. In inducing the Developer to accept • Property "as is", the County shall provide to the Developer all environmental, engineering, feasibility and other reports in its possession or ordered necessary for determination that the Project can be constructed at the Property. Developer will have thirty (30) days from the Effective Date of approval of the property's Intent to Convert to accept or decline to proceed. By mutual agreement, Developer and County may extend this period for an additional thirty (30) days to allow Developer to have its own inspections performed. In case of an issue arising from any report or condition, Developer and County agree to attempt to negotiate a resolution for not less than thirty (30) additional days prior to termination of the agreement. 5.2 Developer shall not (a) knowingly cause or permit the escape, disposal or release of any hazardous substances on the Property, or(b)knowingly allow the storage or use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such substances or materials on the Property, or (c) knowingly allow any such materials or substances to be brought onto the Property except to use in the ordinary course of Developer's business or by lessees of the residential units. Section 6. Utility Costs and Related Improvements. 6.1 The County will not be required to make improvements or incur any costs in connection with the development and maintenance of the residential Project, including roads, sidewalks, landscaping, storm water facilities, etc. All costs associated with any connectivity or upgraded service for water, sewer or other utilities for the benefit of the project, including any traffic signals, and the installation and costs of those improvements, if and when required, shall be at the sole cost and expense of Developer. • 3 ot, c�, 6.2 The County acknowledges the ITN noted financial support such as impact fees and grants may be available to the selected developer through separate local government action and represents in good faith its willingness to assist Developer in identifying any such financial assistance available. • Section 7. Performance of Development. 7.1 The Project will be constructed in a good and workmanlike manner and in compliance with all applicable laws, at Developer's sole cost and expense. The Project Owner shall be responsible for obtaining all governmental permits, licenses and approvals necessary for the construction of the Project. Developer shall be responsible for all applicable impact, building, and utility connection fees imposed by any governmental authority, except for the governmental authority's ability to defer such fees, with respect to the Project and Developer's use thereof. Without limiting the foregoing, during any periods of construction, maintenance or repair of the Project, Developer will monitor all construction, maintenance and repair activity on the Property to ensure compliance with the requirements contained herein. Section 8. Performance Bond. 8.1 Developer shall cause its general contractor to furnish a payment and performance bond in form and substance satisfactory to the County in amount equal to one hundred percent (100%) of the construction costs for each phase of the Project as certified by Developer's engineer of record or general contractor,which shall be issued by a surety having a credit rating of"A" or higher. Section 9. Early Termination and Ground Lease Requirements 9.1 The Developer shall deliver to the County the construction timeline provided to the construction and permanent lenders, investor and/or the tax credit equity partner, if any. Each month the Developer shall provide a construction progress certificate and if the construction schedule is 6 months or more behind the construction timeline, the County may replace the Developer with another developer with the necessary experience to complete the Project, provided; however, before replacing the Developer, the County shall have the concurrence of the construction and permanent lender, investor and/or tax credit equity partner. In addition,the County shall provide the construction and permanent lender, investor and/or tax credit equity partner a reasonable period of time to cure identified Project delays before commencing such action. 9.2 Developer and County acknowledge a ground lease shall be used to convey the Property and that the form of such conveyance must be financeable, e.g. tenant shall be able to utilize the ground lease as collateral in the normal course of business. Any ground lease shall provide that if a lender or investor were to foreclose because of tenant's default, the lender or investor shall be able to succeed the tenant's rights under the lease. Similarly, such ground lease shall require the County to file appropriate notice of any tenant defaults and provide ample opportunity for the lender or investor to cure these defaults before termination of the ground 4 I 1 C lease. The County shall have an obligation to enter into a new lease with the lender or investor on the same terms and conditions as the original ground lease if the ground lease is terminated upon tenant's default or in the event of the rejection of the ground lease in bankruptcy. Section 10. Assignment. 10.1 County acknowledges that sources of public or private financing including, but not limited to, Florida Housing Finance Corporation may require the Developer to form one or more single purpose entities ("SPE") to seek and secure funding. Developer may assign this Developer Agreement without the prior written consent of the County to the SPE whose majority member or partner shall be an affiliate of Developer. Affiliate is herein defined as a single purpose legal entity controlled, through membership or general partnership interest, by Developer. Developer must provide written notice to County of any assignment to an Affiliate within thirty (30)days of such conveyance.Any purported assignment to a non-Affiliate without the express written consent of County shall be considered void from its inception. It is hereby acknowledged and agreed between the parties that all covenants, conditions, agreements, and undertakings contained in this Agreement shall extend to and be binding upon the respective assigns of the respective parties hereto. The Developer may also assign a portion of the Property to an affiliate without prior written consent of the County in order to facilitate phased development.Definition of affiliate shall be in accordance with this paragraph. Section 11. Public Records. • 11.1 Developer understands that by virtue of this Agreement all of its documents,records and materials of any kind,relating to the relationship created hereby, shall be open to the public for inspection in accordance with Florida law. If Developer will act on behalf of the County, as provided under section 119.011(2), Florida Statutes, Developer, subject to the terms of section 287.058(1)(c), Florida Statutes, and any other applicable legal and equitable remedies, shall: 11.2 (A) Keep and maintain public records required by the County to perform the service. (B) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Florida law. (C) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Developer does not transfer the records to the County. (D) IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING 5 TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: • Collier County Board of County Commissioners Communication and Customer Relations Division 3299 Tamiami Trail East Suite 102 Naples,FL 34112 (239)252-8069 PublicRecordRequest@colliercountyfl.gov Section 12. Miscellaneous. (A) Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings between the parties hereto, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, express or implied, oral or written, except as herein contained. (B) Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine and neuter, singular or plural, as the identity of the party or parties,personal representatives, successors or assigns may require. (C) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one-in-the-same instrument. (D) Governing Law; Venue. This Agreement shall be construed and interpreted according to the laws of the State of Florida, and all duly adopted ordinances, regulations, and policies of the County now in effect and those hereinafter adopted. The location for settlement of any and all claims, controversies, or disputes, arising out of or relating to any part of this Agreement, or any breach hereof,shall be Collier County,Florida. (E) Binding Effect. This Agreement shall be binding upon and enforceable by and against the parties hereto and their beneficiaries, heirs, successors and assigns and shall be deemed to "run with the land." This Agreement shall also inure to the benefit of both parties hereto and their respective beneficiaries,heirs, successors and assigns. (F) Recordation. This Agreement may be recorded by Developer in the Public Records of Collier County, Florida, and successors, heirs and assigns of Developer, including but not limited to builders or developers, shall be bound by the terms of this Agreement, and shall lilcewise be entitled to its benefits. (G) Notice. Any notice to be given shall be in writing and shall be sent by certified mail,return receipt requested, to the party being noticed at the following addresses: 6 1IC If to the County: Collier County Procurement 3295 Tamiami Trail East Naples,Florida 34112 and: Collier County Community and Human Services 3339 Tamiami Trail East#211 Naples,Florida 34112 Attention:Director with a copy to: County Attorney's Office Collier County 3299 Tamiami Trail East, Suite 800 Naples,Florida 34112 Attention: The County Attorney If to Developer: R u rc I Nye, In bor hood, t i c -o t3 3 Zt 3549 ' o4idc- Ci 1T L 3363Y Attention: S4e v,° ic1 r with a copy to: S L✓-H s -13o...le"-) 20o S eiscgy-'e Cihid4.4trop wi i Q v- P t_ 3313 1 Attention: (Z.o bey f Cke r-3, s q Y (H) Cooperation. The County and Developer each covenant and agree to mutually cooperate with one another in good faith, and to execute and deliver such other or additional documents and instruments as may be reasonably requested in order to effectuate the agreements set forth herein. (I) Effective Date. This Agreement shall become effective upon the date the last of the parties to this Agreement executes this Agreement(the"Effective Date"). (J) Conflicts. If and to the extent there is a conflict between the terms and conditions of this Annexation agreement and the terms and conditions of any staff reports or summaries or letters of approval related to or pertaining to Developer Property, the terms and conditions of this Agreement shall control. Section 12. Alternate Dispute Resolution 12.1 In case of a dispute concerning this Agreement or the Development, the parties agree to attempt in good faith to resolve the dispute amicably prior to commencing litigation. If a dispute cannot be resolved in 30 business days,the parties will commence t i c informal or formal mediation with a neutral person agreed upon by the parties who is familiar with the subject matter of the dispute. If they cannot agree upon such a person within 15 business days thereafter, they will request the Chief Judge (or designee) to appoint a qualified Mediator. Mediation will commence within 10 business days after agreement or appointment of the • Mediator and be completed with 30 days thereafter.The parties may expand the deadlines upon mutual agreement.The parties will share equally the cost of the Mediator. [Signature Pages Follow] { is f 1 8 v.� Iis IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year below their respective signatures. � ,,� ,�7 Signed, sealed and delivered 4I' (Ay'I/JI21DLt( �7/lam/ '#" In the presence of: • By: f_ Name: 1 / ►� a '"\tee . EG (/46 Date: ///1/2U Printed Name rinted Name( STATE OF FLORIDA COUNTY OF /0/ / The for going instrum nt was acknowledged before me , means of physical prese}w e thi�'W// day of 2Q y�y by J irf"�� as the [ ireAr‘ ] of /'a ,-/f40✓f�rA 's rZ`�/ At/ who is ,/ personally known to me or who produced as identification. _I (Notary stain /seal)_ .. „ 1otary Public "v s.., LISA TORRES I My Commission Number: a. G 09 Notary Public•State of Florida 3 V; e` M Commission 4 GG 279609 ' y Commission expires: 3(// ..V i.9.4.9._3 •-•l'orr,°t My Comm.Expires Mar 21,2023 Bonded through National Notary Assn, I11. Signed, sealed and delivered Collier County,a political subdivision In the presence of: of the State of Florida/3e.ti/X. e,Cee•ib.a• By: Name: 13 u r t L. . .Sc unc r S Date: ti ► , ► O `A?oa O Printed Name Printed Name 1211S Jt Q o STATE OF FLORIDA , oi -f5 ,a CO- COUNTY OF COLLIER The foregoing instrument was acknowledged before means of physical presence this_day of 20 , by { 1 as th of Collier County, a political subdivision of the State of Florida, who is ersonally known to me or who produced , s identification. (Notary stamp/seal) Notary Public My Commission Number: My Commission expires: legality ATTEST Approved as to torm and Kg y ? RYSTTL.K.RINZEL,CLERK Ukt BY:: �'OcOS) Ass nt County Auo y Q '4. RtiAfitet as to Chairman's cArler s;M-.lure only. 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Zi qB m< 1 ~OZvt�il U Wco+_.h .1 a(7 ,.o Ii t 14fY U OZOzy ca Q Z s- o. s - mt„ • „,.::SHEET 1 OF 2 f11E110. 1E.959 c< EXHIBIT B Unit Totals and Types Minimum Number of Units Maximum Number of Units (Overall) 350 (Overall) 400 Target Number of Senior Units 100 Target Number of Senior Units 100 Target Number of Essential Target Number of Essential Services Units 250 Services Units 300 Note: Five percent(5%)of Senior,and Essential Services units shall be targeted to persons considered to be veterans. Income and Rent Targeting Goal Seniors Income AMI Target Rent Percent :Minimum#.:: Maximum# Note:Developer may elect to use IRS §42Income-Averaging as a set-aside Level Set-Aside of Units election in 4%or 9%Housing Credit 30% 30% 10% 10:':' N/A transactions. Its election enables income levels to be set-aside between 60% 60% 90% 90.:::>'`''' N/A 60%-80%AMI,balanced by units set-aside below 60%. Essential Services Income AMI Target Rent Percent Set- Minimum# . Maximum# Note: All units shall be rented with priority given to Essential Service Level Aside of Units of Units Personnel employees. 60% 60% 8% 20 24 80% 80% 25% 63 75 ESP Occupation Preferences Include: 100% 80% 57% .142 .:':. 171 Tier 1-Healthcare,Education, 120% 100% 0% Emergency Services 140% 100% 10% 25` ;':,: y:'.. 30 Tier2-Government Income Targeting Criteria Developer shall undertake best efforts to obtain project financing that enables Developer to construct residential rental units that meet the Income and Rent Income Targeting Goal shown in the charts above with particular emphasis on Target Rent Levels indicated in Column 2. Developer agrees to a maximum debt service coverage ratio of 1,25(DSC). DSC ratios in excess of 1.25 shall require Developer to reduce initial rents to a level that results in a debt service coverage ratio not greater than 1,25 DSC. The intent of this requirement is to reduce rents bringing projected rents closer to the Income and Rent Targeting (Goal)amounts. Local government shall undertake best efforts to obtain Federal, state and other housing resources, impact fee deferrals or alternate means of off-site improvements to enable Income and Rent Targeting Goals to be achieved. Developer shall also undertake best efforts to obtain additional grant and/or equity contributions from participating Foundations and others to enable income and Rent Targeting Goals to be achieved. The parties agree to a mutual review of pro forma total development costs and income and expense projections prior to Developer accepting a financial commitment from an outside lender and/or equity investor. The parties agree to the inclusion of participating Foundations in the mutual review. The parties further agree that excess profits of the Development(should there be any)will be directed to a trust fund at the Foundation in partnership with Collier County,dedicated solely to the development or preservation of affordable housing in Collier County.