Backup Documents 04/25/2023 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 oil pink paper. Attach to original document. The completed routing slip and original documents arc 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 A dressee(s) (List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Office Al1 S'i/oZ.3
4. BCC Office Board of County /QL 513
/S
Commissioners /` /
5. Minutes and Records Clerk of Court's Office Q;ro curs
1411 5I 2D23
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 addresses
above,may need to contact staff for additional or missing information.
Name of Primary Staff Paula Brethauer, Management Analyst Phone Number 252-2041
Contact/ Department County Manager's Office
Agenda Date Item was April 25,2023 Agenda Item Number 1 1 C
Approved by the BCC
Type of Document Attached Rural Neighborhood Long-Term Ground Number of Original
Lease Documents Attached 1
PO number or account
number if document is to be J
recorded Q
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 signatu ?Stam_VI—C-----, N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be ��
signed by the Chairman,except for 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 PJB
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 PJB
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip PJB
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 as stated above,and all changes made during PJB N/A is not
the meeting have been incorporated in the attached document. The County Attorney's an option for
Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the BCC, JA N/A is not
all changes directed by the BCC have been made, and the document is ready for the an option for
Chairman's signature. 1 this line
l: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
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COLLIER COUNTY STANDARD FORM
LONG-TERM GROUND LEASE
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This Long-Term Ground Lease ("Ground Lease") is entered into this oi 5 day of
, 2023 (the "Effective Date"), by and between Rural Neighborhoods,
Incorporated, a Florida not-for-profit corporation ("Lessee or Developer") and Collier County, a
political subdivision of the State of Florida("Lessor or County") (collectively, Lessor and Lessee
are "Parties").
RECITALS:
WHEREAS, the Lessor is the owner of certain real property that is more commonly
described as the Golden Gate Golf Course as Parcel Number 36560040008 by the Collier County
Property Appraiser located in the Collier County, Florida 34104 ("Premises"); and
WHEREAS, on December 13, 2019, the Board of Collier County Commissioners
("Board") issued Invitation to Negotiate (ITN) #20-7698 "Housing and Land Development
Component at the Former Golden Gate Golf Course" ("Solicitation"); and
WHEREAS, on June 9, 2020, Developer was selected by the Board to enter into
negotiations for development of a portion of Premises pursuant to the Solicitation; and
WHEREAS,Rural Neighborhoods is organized for charitable and lawful purposes not for
pecuniary profit under Chapter 617, Florida Statutes, including, but not limited to, the lessoning
the burdens of government through community redevelopment and the provision of housing; and
WHEREAS,Rural Neighborhoods is Federally tax-exempt under Section 501(C)(3)of the
Internal Revenue Code and must not be operated for the benefit of private interests nor may the
net earnings or the organization inure to the benefit of any private shareholder or individual; and
WHEREAS, on November 10, 2020, the Board entered in Developer Agreement with
Developer which memorialized the terms and conditions for development of a portion of the
Premises under a 99-year lease to construct rental apartments to meet a crisis in the affordability
and availability of senior, veterans, and essential service personnel such as health care workers,
educational staff and first responders that impacts the economic, commercial, and residential
development of the community; and
WHEREAS, on the same date as the Effective Date herein, the Board amended the
Developer Agreement to update the unit totals and types set forth in Exhibit B; and
WHEREAS, it is the Board's finding that it is in the public interest to implement the
Developer Agreement with terms and conditions set forth below and at the conclusion of said lease
the land and improvements shall revert to Collier County.
WITNESSETH:
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration exchanged amongst the Parties, and in consideration of the covenants
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contained herein, the Parties hereby enter into this Ground Lease on the following terms and
conditions:
1. Conveyance. On the terms and conditions set forth in this Ground Lease, and in
consideration of Lessee's performance under this Ground Lease,the Lessor conveys to the Lessee
the present possessory interest in the land described below.
2. Description of Leased Land. The land being leased to Lessee pursuant to this
Ground Lease, with a legal description set forth in Exhibit A, hereinafter referred to as "Leased
Land," is a portion of the Premises.
3. Conditions to Conveyance. Lessee warrants and represents to Lessor that it has
examined the title and boundaries of the Leased Land. Accordingly, this conveyance is subject to
all of the following:
(a) Any and all conditions, restrictions, encumbrances and limitations now
recorded against the Leased Land;
(b) Any and all existing zoning laws or ordinances; and
(c) Lessee's satisfactory performance of all terms and conditions of this Ground
Lease.
4. Use of Leased Land. The purpose of this Ground Lease is for Lessee to provide
affordable housing which use the Board of County Commissioners has found to be in the public's
interest. Accordingly, Lessee, together with all successors and assigns (including but not limited
to a Leasehold Mortgagee, or its nominee or designee), shall utilize the Leased Land in strict
accordance with the Lessee's Response to Invitation to Negotiation 20-7698, and Developer
Agreement, as amended and as summarized in Exhibit B (i.e.,to build one or more buildings with
a total of at least 350 residential dwelling units with on grade parking,together with ancillary uses
and/or amenities incident thereto (the "Project") to be solely utilized for the uses described in
Exhibit B), subject to Sections 5 and 16 hereof. In the event Lessee shall cease to use the Leased
Land after completion of the Project for the purposes described in Exhibit B, and such cessation
of use shall continue for a period of twelve (12) consecutive months, this Ground Lease, at the
option of the Lessor, shall be terminated and Lessee shall surrender and vacate the Leased Land to
the Lessor within thirty (30) days after notice of such termination, unless Lessee shall re-
commence operations within such thirty (30) day period. Notwithstanding the foregoing, said
thirty (30) day period shall be tolled if such cessation is caused by events beyond the control of
the Lessee such as Force Majeure (as hereinafter defined), casualty or if such cessation is due to
temporary closing for reconstruction or repairs to the Project, or any portion thereof.
5. Phased Development. The Project may be constructed in phases (each, a "Phase"
and collectively,the"Phases"). Consistent with Section 16 of this Ground Lease,Lessee,with the
prior written notice to the Lessor, may delegate its authority to develop one or more of the Phases
of the Project by sublease, partial assignment, assignment, or joint venture as approved by the
Board of County Commissioners. Such delegation shall not relieve Lessee of its obligation under
this Ground Lease. As used in this Ground Lease, the term "Developer" shall refer to Lessee or
any assignee, successor, sublessee, co-developer or joint venture of Lessee, involved in the
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development of the Project or any portion thereof. Upon approval of the plans, specifications, and
permits by the authorities having jurisdiction over the Project (the "Governmental Authorities")
and approval of financing by lenders and/or investors, as applicable,the Developer shall promptly
construct the Project. In so doing, the Developer 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.
6. Developer's Obligation to Build and Modifications to Project. Developer shall
design,permit and construct in compliance with all applicable governmental regulations,at its sole
cost and expense, the Project. The plans, specifications and building design for the Developer's
improvements to be constructed on the Leased Land are subject to reasonable approval by Lessor.
Prior to applying for any building permit for improvements to the Leased Land, Developer shall
submit to Lessor for its approval such plans and specifications necessary to obtain a building
permit for Developer's intended improvements. Lessor shall have thirty (30) days after receipt of
any submittal by Developer to review Developer's submittals and provide a written response as to
whether the submittal is approved as submitted, not approved as submitted (which disapproval
shall specify the reasons therefor), or Lessor may provide Developer with requested changes. Any
plans and specifications presented to Lessor for approval for the Project or any Phase thereof shall
be deemed approved if not disapproved in writing by Lessor within such thirty (30) day period. If
the submittal is not approved or if Lessor requests changes, Developer shall submit revised plans
that will meet with Lessor's reasonable approval or incorporate the requested changes into the
plans. If Developer determines not to revise its plans for any Phase of the Project in accordance
with this Section, then Developer may terminate its sublease or sub-sublease or reassign its lease
to Lessee. Developer may make nonmaterial changes to the approved plans from time to time to
accommodate site issues or operating changes to Developer's use of the Leased Land. Material
changes from the approved plans will require Lessor's written approval, which approval shall not
be unreasonably withheld, conditioned or delayed. Lessor will provide Developer with requisite
authorization to apply for permits once plans are determined to be acceptable by Lessor. All plans
shall be in conformity with Collier County standards.
Within 45 days of the Effective Date, Developer agrees to provide a timeline of the
anticipated schedule for each Phase of construction of the Project and will provide the Lessor with
any significant changes to such schedule. If Developer is unable to secure a commitment of project
funding for an initial Phase within 6 months from the latter of the Effective Date of the Lease or
the effective date of final approval of land use as evidenced by PUD approval the Lessor may
exercise its option to terminate this Ground Lease. Should Developer be unable to secure a
commitment of project funding for the initial Phase within 6 months, an additional 6 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 following receipt of such financing commitment,Developer shall
be granted an additional twelve (12) month period to obtain a financing commitment of project
financing towards an additional Phase and so on until complete build out of the Project. The above
referenced deadlines may be extended at the discretion of the County Manager or designee up to
six months, without the necessity of obtaining approval of the Board of County Commissioners.
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Upon commencement of construction of each Phase,Developer shall diligently pursue said
construction of such Phase to completion and complete said construction on or before thirty (30)
months from commencement of construction, subject to delays beyond the control of the
Developer, including Force Majeure. Developer shall be solely responsible for the costs of
repairing any damage (other than ordinary wear and tear) to Lessor's water and sewer facilities or
other infrastructure located within the Leased Land resulting from construction or use by such
Developer, its agents, officers or employees. Prior to commencement of construction of any Phase
of the Project, Developer must demonstrate to Lessor that it has sufficient funds or commitments
therefor necessary to complete such Phase of the Project,and Developer shall,prior to construction
commencement of each Phase, cause its general contractor to post a payment and performance
bond or like security in form and substance satisfactory to the County in amount equal to one
hundred percent (100%) of the construction costs for such 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.
Any entitlements, permits, and/or easements that are necessary to construct and use the
Project as set forth in Exhibit"B" shall be pursued by Developer. Lessor will join in or otherwise
authorize Developer to pursue such applications. Developer shall pursue such applications with
reasonable diligence and in a timely and commercially reasonable manner consistent with the
prevailing standard of practice applicable to handling and processing land use matters in Collier
County, Florida. In return, Lessor agrees to use is best efforts to cause the Collier County Growth
Management Division and/or Board of County Commissioners to: (1) designate the application(s)
submitted by Developer as"Fast Track Process"and(ii)cause the applications for amendments to
the GMP and LDC to be processed concurrently with Developer's application to rezone the
property.
7. Term of Ground Lease. The term of this Ground Lease shall commence upon its
execution (the "Effective Date") and, unless terminated earlier by the Parties in accordance with
the terms hereof, shall terminate on the ninety-ninth (99th) year anniversary from the Effective
Date ("Term"). There is no option to renew. If Lessee holds over after the expiration of the lease
Term, such tenancy shall be from month to month under all of the terms, covenants and conditions
of this Ground Lease subject, however, to Lessor's right to seek legal relief to eject Lessee from
the Leased Land as a holdover.
8. Rent.The Lessee agrees to pay the Lessor the sum of$10.00 per annum,in advance,
for each year of the Term, which may, at Lessee's option,be prepaid at any time for the remainder
of the Term.
9. Net Lease. This is a fully net lease, with Lessee responsible for all its costs, fees
and charges concerning the Leased Land. Accordingly, Lessee shall promptly pay when due and
prior to any delinquency all such costs, fees, taxes, permit, trash removal services, assessments,
utility charges, impact fees and obligations of any kind that relate to the Leased Land. Lessee will
indemnify and hold Lessor harmless from any and all actual claims, costs and obligations arising
from Lessee's use of the Leased Land other than attributable to Lessor. In case any action or
proceeding is brought against Lessor by reason of Lessee's use of the Leased Land, Lessee shall
pay all costs, reasonable attorneys' fees, expenses and liabilities resulting therefrom and shall
defend such action or proceeding if Lessor shall so request other than attributable to Lessor, at
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Lessee's expense, by counsel reasonably satisfactory to Lessor. It is specifically agreed however,
that Lessor may at its own cost and expense participate in the legal defense of such claim, with
legal counsel of its choosing.
10. Liens and Mortgages.
a) With the exception of land use restrictions required for grant funding and
impact fee waiver, Lessor shall not in any way encumber or lien the Leased Land and shall
promptly remove any and all encumbrance or liens it placed against the Leased Land of its doing.
With exception of the aforementioned land use restrictions,all persons are put upon notice that the
interest of the Lessee in the Leased Land shall not be subject to liens or encumbrance made by the
Lessor.
b) Lessor acknowledges and agrees that it will not be possible for Developer
to construct the Project without obtaining a loan or loans from one or more lenders secured by
mortgage(s)on Lessee's or Developer's leasehold interest in the Leased Land(each, a"Leasehold
Mortgagee")and/or equity investments from one or more Equity Investors(as hereinafter defined).
Therefore, Lessor hereby covenants and agrees that its interest in this Ground Lease, and to the
extent not prohibited under the law its fee simple interest in the Leased Land("Fee Estate"), is and
shall be subject to, subordinate and inferior to any loan obtained by the Developer for the purpose
of financing the development and/or operation of the Project, and to the lien of Leasehold
Mortgagee ("Leasehold Mortgage"), assignments of rents and leases, security agreements, and
other collateral, security documents or instruments required by any Leasehold Mortgagee, and to
all renewals, extensions, modifications, consolidations, replacements and refinancing and to all
advances made or hereafter to be made upon the security of the Leasehold Mortgage, assignments
of rents and leases, security agreements, and other collateral, security documents or instruments.
Lessor shall,at Developer's request,join,execute and/or deliver any and all Leasehold Mortgages,
assignments of rents and leases, security agreements, and other collateral, security documents or
instruments as may be required by such lender or lenders in order to subject and subordinate the
Lessor's interest in this Ground Lease(and if prohibited under the law its Fee Estate)in the Leased
Land to the lien of such documents or instruments, and upon Developer's request shall join,
execute and/or deliver any and all such further instruments or assurances as any such lender or
lenders may reasonably deem necessary to evidence or confirm the subordination of this Ground
Lease or, to the extent not prohibited under the law, allowed the encumbrance of the Lessor's
interest herein and the Lessor's ownership interest in the Fee Estate and the Leased Land to the
lien of any such Leasehold Mortgage, assignments of rents and leases, security agreements, and
other collateral, security documents or instruments. Provided, however, and notwithstanding
anything contained herein to the contrary, Lessor shall not be required to suffer, incur, accept or
assume any personal liability for any such financing, loans or indebtedness, or any costs or
expenses thereof, or any other indebtedness or liability of Developer thereunder, and any
Leasehold Mortgage, assignments of rents and leases, security agreements, and other collateral,
security documents or instruments of any nature whatsoever which the Lessor may be called upon
to join, execute and/or deliver under and pursuant to this section shall expressly exculpate Lessor
from and against any and all such personal liability. Lessee may, without Lessor's consent, assign
or mortgage this Ground Lease (including any options it contains) to any Leasehold Mortgagee
under a Leasehold Mortgage. A Leasehold Mortgagee (and anyone whose title derives from a
Leasehold Mortgagee) may, without Lessor's consent, hold a foreclosure sale or exercise the
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power of sale, take title to this Ground Lease, and transfer or assign this Ground Lease, either in
its own name or through a nominee.
c) Lien and Encumbrance. Developer may encumber or lien this Ground
Lease, and to the extent not prohibited under the law the Fee Estate, with any encumbrance,
inchoate lien for taxes or municipal obligations, utility and access easements, affordability
covenants, restrictions required by Section 42 of the Internal Revenue Code of 1986, as amended,
other encumbrances incurred in the ordinary course of business of Developer, and other matters
set forth in policy for title insurance insuring Developer's interest in this Ground Lease. Lessor
shall to the extent not prohibit by law, at Developer's request, permit the Fee Estate to be
encumbered by affordability covenants, and upon Lessee's request shall join, execute and/or
deliver any and all such further instruments or assurances reasonably deem necessary to evidence
or confirm the encumbrance on the Fee Estate.
d) Rights of Leasehold Mortgagee. Upon foreclosure or assignment in lieu of
foreclosure of the Leasehold Estate, pursuant to the terms of the applicable Leasehold Mortgage,
the most senior Leasehold Mortgagee shall have the right to acquire this Ground Lease in its own
name or the name of a nominee without consent or approval of Lessor. In the event that Lessee's
interest hereunder is acquired by a Leasehold Mortgagee, or its nominee or designee, then such
Leasehold Mortgagee, or its nominee or designee, shall also have the right to further assign or
sublet the Leasehold Estate hereunder to a third party without the consent or approval of Lessor.
e) Non-Merger. This Ground Lease shall not terminate as to the Leasehold
Mortgage because of any conveyance of leasehold interest in this Ground Lease to Lessor or of
the Lessor's interest hereunder to the Lessee. Accordingly,if this Ground Lease and the Fee Estate
in the Leased Land are commonly held, then they shall remain separate and distinct estates. They
shall not merge without consent by all Leasehold Mortgagees.
11. Lessee's Obligation to Maintain Leased Land and Comply with All Lawful
Requirements.Lessee,throughout the Term of this Ground Lease, at its own cost, and without any
expense to the Lessor, shall keep and maintain the Leased Land in good, sanitary and neat order,
condition and repair, and shall abide with all applicable lawful requirements. If the Leased Land
is not in such compliance in the reasonable opinion of Lessor,Lessee will be so advised in writing.
If corrective action is not begun within thirty (30) days of the receipt of such notice Lessee shall
be subject to applicable fines or penalties available under Collier County law.
12. Quiet Enjoyment. Lessee shall be entitled to quiet enjoyment so long as Lessee is
not in default under Section 19 hereunder, on any of the terms of this Ground Lease. Accordingly,
Lessee shall have the exclusive right to use the Leased Land during the Term. During the Term,
Lessee may, in its sole discretion, construct, improve,alter,maintain, or renovate the Project. Any
such work may be undertaken by Lessee at any time or times during the Term hereof and no
consent or approval of Lessor shall be required unless such work consists of major alterations from
plans and specifications originally approved by Lessor as more fully provided for herein. Lessor
agrees to co-operate with Lessee in connection with the construction and agrees to execute any
documents required by governmental authorities and any lender or investor evidencing Lessee's
rights hereunder and consenting to such work. During the Term of this Ground Lease,Lessee may
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erect appropriate signage on the Leased Land and the improvements constructed by Lessee
thereon. Any such signage shall be in compliance with all applicable codes and ordinances.
13. Casualty and Condemnation.
(a) Casualty. If any Phase of the Project is destroyed, or damaged to any extent
by fire or other casualty, and Lessee shall apply any insurance proceeds ("Proceeds")to rebuild or
restore the Leased Land to substantially its condition prior to such casualty event,unless the Lessee
provides the Lessor with a written determination that rebuilding or restoring the Leased Land to
such a condition with Proceeds within a reasonable period of time is impracticable or would not
be in the best interests of the Lessee. If the Lessee elects not to repair or replace the improvements,
then Lessee or Lessor may terminate this Ground Lease as to the Phase or Phases affected by the
casualty by providing notice to the other party within ninety (90) days after the occurrence of such
casualty. The termination will be effective on the ninetieth (90th) day after Lessee makes such
election, unless extended by mutual written agreement of the Parties. During the period between
the date of such casualty and the date of termination, Lessee will cease its operations as may be
necessary or appropriate. If this Ground Lease is not terminated as set forth herein,or if the Leased
Land is damaged to a less than material extent, as reasonably determined by Lessee, Lessee will
proceed with reasonable diligence,at no cost or expense to Lessor,to rebuild and repair the Leased
Land to substantially the condition as existed prior to the casualty. The Proceeds shall be paid to
Lessee, or as otherwise directed by Leasehold Mortgagee.
(b) Condemnation. Lessee may terminate this Ground Lease as part of a
condemnation Project, and Developer may terminate its sublease or sub-sublease as part of a
condemnation of its respective Phase of the Project.
14. Access to Leased Land. Lessor, its duly authorized agents, contractors,
representatives and employees, shall have the right after forty-eight (48) hour written notice to
Lessee, to enter into and upon the Leased Land during normal business hours, or such other times
with the consent of Lessee, to inspect the Leased Land, verify compliance with the terms of this
Ground Lease, or make any required repairs not being timely completed by Lessee, provided, if
Lessor wishes to access/enter any residential unit, it must do so in compliance with the applicable
residential lease.
15. Termination and Surrender. Unless otherwise mutually agreed by the Parties,
within thirty(30)days after termination of the lease Term,Lessee shall redeliver possession of the
Project to Lessor in good condition and repair subject to normal wear and tear. Lessee shall have
the right at any time during Lessee's occupancy of the Leased Land to remove any of its personal
property,equipment, and signs provided,however,at the termination of this Ground Lease,Lessor
shall have the option to demolish and remove all improvements made by Lessee to the Leased
Land upon Lessee's vacation thereof, or to retain said improvements with fixtures on the Leased
Land which improvements and fixtures will become the property of the Lessor upon Lessee's
vacation of the Leased Land.
16. Assignment or Sublease. Lessor acknowledges that sources of public or private
financing including, but not limited to, Florida Housing Finance Corporation may require
Developer to form one or more single purpose entities(each,an"SPE")to seek and secure funding
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for portions of the Project. Lessee may assign this Ground Lease, or a portion of the Leased Land,
without the prior written consent of the Lessor to the SPE whose manager, authorized member or
general partner shall be an"Affiliate" of Lessee. "Affiliate" is herein defined as a SPE controlled,
through membership or general partnership interest,by Lessee. Lessee must provide written notice
to Lessor of any assignment to an Affiliate within thirty (30)days of such conveyance. During the
Term of this Ground Lease, Lessee upon the prior written notice to the Lessor shall be permitted
from time to time, to assign or otherwise transfer all or any portion of its rights under this Ground
Lease to an SPE such other organizations, firms, corporations, general or limited partnerships,
unincorporated associations, joint ventures, estates, trusts, or any other entities as Lessee shall
select, subject to the following by virtue of an assignment,partial assignment, or sublease(each, a
"Transfer"):
a) Lessee shall not be in default under this Ground Lease at the time of such
Transfer;
b) Any Transfer of all or any part of Lessee's interest in this Ground Lease and
the Leased Land shall be made expressly subject to the terms, covenants and conditions of this
Ground Lease, and such assignee or sublessee shall expressly assume all of the obligations of
Lessee under this Ground Lease applicable to that portion of the Leased Land being assigned or
transferred, and agree to be subject to all conditions and restrictions to which Lessee is subject,
but only for matters accruing while such transferee holds the transferred interest.
c) There shall also be delivered to Lessor a notice which shall designate the
name and address of the transferee and the post office address of the place to which all notices
required by this Ground Lease shall be sent.
d) Such transferee of Lessee (and all succeeding and successor transferees)
shall succeed to all rights and obligations of Lessee under this Ground Lease with respect to the
portion of the Leased Land so transferred, and subject to the terms of the document of Transfer,
including the right to mortgage, encumber and otherwise assign and transfer. As between Lessee
and the transferee, the assignment or sublease shall allocate such portion, if any, of the Rent and
any other payments and obligations under this Ground Lease to be paid or provided to Lessor by
the transferee.
e) Once a Transfer has been made with respect to any portion of the Leased
Land, the transferee and Lessor may thereafter modify, amend or change this Ground Lease with
respect to such portion of the Leased Land, so long as Lessee has been released from all rights and
obligations under this Ground Lease pertaining to the transferred portion of the Leased Land, all
subject to the provisions of the assignment or transfer, so long as they do not diminish or abrogate
the rights of Lessee (or anyone claiming through Lessee) as to any other part of the Leased Land,
and no such modification, amendment or change shall affect any other part of the Leased Land or
this Ground Lease thereof.
f) Except as may otherwise be specifically provided in this Section 16,upon a
Transfer, such transferor shall be released and discharged from all of its duties and obligations
hereunder which pertain to the portion of the Leased Land transferred for the then unexpired Term
of this Ground Lease.
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g) Any act required to be performed by Lessee pursuant to the terms of this
Ground Lease may be performed by any transferee of Lessee and the performance of such act shall
be deemed to be performed by Lessee and shall be accepted by Lessor as Lessee's act, provided
such act is otherwise performed in accordance with the terms of this Ground Lease. References in
this Ground Lease to "Lessee" shall be deemed applicable to a sublessee or assignee, as well as to
the Lessee named in the introductory paragraph.
h) Lessee shall provide Lessor with copies of all subleases and sub-subleases
entered into during each quarter. Lessor agrees to grant non-disturbance agreements for
sublessee(s) and/or sub-sublessee(s) which provide, in the event of a termination of this Ground
Lease which applies to the Phase or portion of the Leased Land covered by such sublease and/or
sub-sublessee, due to a Default by Lessee, such sublessee and/or sub-sublessee will not be
disturbed and will be allowed to continue peacefully in possession directly under this Ground
Lease as the successor Lessee, provided that the following conditions are met: (a) any sublessee
and/or sub-sublessee shall be in compliance with the terms and conditions of its sublease; and (b)
any sublessee and/or sub-sublessee shall agree to attorn to Lessor.
17. Insurance.
(a) Lessee shall maintain general liability and property liability insurance
policy(ies), for not less than Five Million and 00/100 Dollars ($5,000,000.00) combined single
limits during the Term of this Ground Lease(which may be through an umbrella or excess liability
policy). If such amounts are less than required by Leasehold Mortgagee, Lessee shall comply with
the amount required by Leasehold Mortgagee.
(b) From the completion of the first Phase of the Project, Lessee shall also
maintain standard fire and extended coverage insurance on the additions and improvements located
on the Leased Land and all of Lessee's property located on or in the Leased Land including,
without limitation, furniture, equipment, fittings, installations, fixtures (including removable trade
fixtures), personal property and supplies, in an amount not less than the then-existing full
replacement value,but in no case less than the amount required by the Leasehold Mortgagee. From
the completion of the first Phase of the Project, Lessee shall maintain flood insurance for no less
than the Federal Maximum limits required for any building that is located within a flood zone.
(c) All of the above-described liability insurance policy(ies) shall list and
continuously maintain Lessor as an additional insured thereon. The property insurance policy shall
list the Lessor as its interest may appear. Evidence of such insurance shall be provided to Lessor
and the Collier County Risk Management Department, 3311 Tamiami Trail East—Bldg. D, 34112
Naples,Florida, 34112,prior to the insurance taking effect; and shall include a provision requiring
not less than ten (10) days prior written notice to Lessor in the event of cancellation or material
reduction in policy(ies) coverage. The issuer of any policy must have a Certificate of Authority to
transact insurance business in the State of Florida and must be rated "A" or better in the most
current edition of Best's Insurance Reports. Each insurer must be responsible and reputable and
must have financial capacity consistent with the risks covered. Each policy must contain an
endorsement to the effect that the issuer waives any claim or right of subrogation to recover against
Lessor, its employees, representatives and agents.
1 1 C
(d) Failure to continuously abide with all of these insurance provisions shall be
deemed to be a material breach of this Ground Lease and Lessor shall have the remedies set forth
below.
18. Defaults and Remedies.
(a) Defaults by Lessee. The occurrence of any of the following events and the
expiration of the cure period set forth below without such event being cured or remedied will
constitute a"Default by Lessee"to the greatest extent then allowed by law:
(i) Lessee's abandonment of Leased Land and its determined non-use
continues for ninety (90) consecutive days and discontinuation of Lessee's operation.
(ii) After construction completion of any Phase of the Project, Lessee's
failure to utilize such Phase of the Leased Land as set forth in Exhibit B,which continues for more
than one (1)year after such failure-subject to the provisions in Section 4 above.
(iii) Any lien, other than those permitted encumbrances under Section
10, is filed against the Lessee's interest on the Fee Estate, and the same remains unreleased for a
period of sixty (60) days from Lessee's notice unless within such period Lessee is contesting in
good faith the validity of such lien and such lien is appropriately bonded.
(b) Remedies of Lessor.
(i) During the Default by Lessee, Lessor, may apply all rights under
this Ground Lease,by law and equity against the Lessee; provided, however,that(A) Lessor shall
have first provided written notice of any Lessee Default(s) to Lessee, along with all Leasehold
Mortgagees or each equity investor in an SPE to which this Ground Lease is assigned (either in
whole or in part)or to which a portion of the Leased Land is subleased(each,an"Equity Investor"),
which parties shall be provided an additional 90 days to cure such Default(s) by Lessee before
Lessor may exercise its remedies in this section and (B) any rights of Lessor shall be exercised
only with respect to the Phase or other applicable portion of the Leased Land with respect to which
such Lessee Default occurred, and not any other Phase.
(ii) If Lessee fails to promptly pay,when due,the rent or any other sum
payable to Lessor under this Ground Lease, and if said sum remains unpaid for more than ten(10)
days past the due date, the Lessee shall pay Lessor a late payment charge equal to five percent
(5%) of each such payment not paid promptly and in full when due. Any amounts not paid
promptly when due shall also accrue compounded interest of two (2%) percent per month or the
highest interest rate then allowed by Florida law, whichever is higher ("Default Rate"), which
interest shall be promptly paid by Lessee to Lessor.
(iii) During the Default by Lessee, Lessor may sue for direct, actual
damages arising out of such Default by Lessee or apply for injunctive relief as may appear
necessary or desirable to enforce the performance and observance of any obligation, agreement or
covenant of Lessee under this Ground Lease, or otherwise. Lessor shall be entitled to reasonable
attorney's fees and costs incurred arising out of Lessee's default under this Ground Lease.
1 1 C
(c) Default by Lessor. Lessor shall in no event be charged with default in the
performance of any of its obligations hereunder unless and until Lessor shall have failed to perform
such obligations within thirty(30)days(or such additional time as is reasonably required to correct
such default, but not to exceed an additional ninety (90) days) after written notice to Lessor by
Lessee properly and in meaningful detail specifying wherein, in Lessee's judgment or opinion,
Lessor has failed to perform any such obligation(s).
(d) No Remedy Exclusive. No remedy herein conferred upon or reserved to
either party is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy will be cumulative and in addition to every other remedy given under this
Ground Lease or hereafter existing under law or in equity. No delay or omission to exercise any
right or power accruing upon any event of default will impair any such right or power nor be
construed to be waived, but any such right and power maybe exercised from time to time and as
often as may be deemed expedient.
(e) Non-Waiver. Every provision hereof imposing an obligation upon Lessee is
a material inducement and consideration for the execution of this Ground Lease by Lessee and
Lessor. No waiver by Lessee or Lessor of any breach of any provision of this Ground Lease will
be deemed for any purpose to be a waiver of any breach of any other provision hereof or of any
continuing or subsequent breach of the same provision, irrespective of the length of time that the
respective breach may have continued.
Miscellaneous Legal Matters
19. This Ground Lease shall be construed by and controlled under the laws of the State
of Florida. In the event of a dispute under this Ground Lease,the Parties shall first use the County's
then-current Alternative Dispute Resolution Procedure. Following the conclusion of this
procedure, either party may file an action in the Circuit Court of Collier County to enforce the
terms of this Ground Lease, which Court the Parties agree to have the sole and exclusive
jurisdiction.
20. Other than that certain Development Agreement dated as November 10, 2020, as
amended by First Amendment to Developer Agreement dated April 25, 2023, this Ground Lease
contains the entire agreement of the Parties with respect to the matters covered by this Ground
Lease and no other agreement, statement or promise made any party, or to any employee, officer
or agent of any party, which is not contained in this Ground Lease shall be binding or valid. Time
is of the essence in the doing, performance and observation of each and every term, covenant and
condition of this Ground Lease by the Parties.
21. In the event state or federal laws are enacted after the execution of this Ground
Lease, which are applicable to and preclude in whole or in part the Parties' compliance with the
terms of this Ground Lease, then in such event this Ground Lease shall be modified or revoked as
is necessary to comply with such laws, in a manner which best reflects the intent of this Ground
Lease.
22. Except as otherwise provided herein, this Ground Lease shall only be amended by
mutual written consent of the Parties hereto or by their successors in interest. Notices hereunder
1 1C
shall be given to the Parties set forth below and shall be made by hand delivery, facsimile,
overnight delivery or by certified mail. If given by certified mail, the notice shall be deemed to
have been given when received or first required. For the purpose of calculating time limits which
run from the giving of a particular notice the time shall be calculated from actual receipt of the
notice. Time shall run only on business days which, for purposes of this Ground Lease shall be
any day other than a Saturday, Sunday or legal public holiday. Notices shall be addressed as
follows:
If to Lessor: County Manager
Collier County Manager's Office
3299 East Tamiami Trail
Naples, Florida 34112
If to Lessee: Rural Neighborhoods, Incorporated
19308 SW 380th St., Florida City, FL 33034
Attention: Steven Kirk
with a copy to: Shutts and Bowen, LLP
200 S. Biscayne Blvd., Suite 4100
Miami, Florida 33131
Attention: Robert Cheng, Esq.
Notice shall be deemed to have been given on the next successive business day to the date
of the courier waybill if sent by nationally recognized overnight delivery service.
23. Lessee is an independent contractor and is not any agent or representative or
employee of Lessor. During the Term of this Ground Lease, neither Lessee, nor anyone acting on
behalf of Lessee, shall hold itself out as an employee, servant, representative or agent of Lessor.
Neither party will have the right or authority to bind the other party without express written
authorization of such other party to any obligation to any third party.No third party is intended by
the Parties to be a beneficiary of this Ground Lease or to have any rights to enforce this Ground
Lease against either party hereto or otherwise. Lessee acknowledges that Lessor is not providing
any vacation time, sick pay, or other welfare or retirement benefits normally associated with an
employee-employer relationship and that Lessor excludes Lessee and its employees from
participation in all health and welfare benefit plans including vacation, sick leave, severance, life,
accident, health and disability insurance, deferred compensation, retirement and grievance rights
or privileges.
24. Neither party to this Ground Lease will be liable for any delay in the performance
of any obligation under this Ground Lease or of any inability to perform an obligation under this
Ground Lease if and to the extent that such delay in performance or inability to perform is caused
by an event or circumstance beyond the reasonable control of and without the fault or negligence
of the party claiming Force Majeure. "Force Majeure" shall include an act of God, war (declared
or undeclared), sabotage,riot, insurrection, civil unrest or disturbance,military or guerrilla action,
economic sanction or embargo,civil strike,work stoppage,slow-down or lock-out,explosion,fire,
earthquake, severe weather condition, hurricane, flood, lightning, wind, drought, pandemics, or
the binding order of any governmental authority.
11e
25. Lessee will not transport, use, store, maintain, generate, manufacture, handle,
dispose, release or discharge any Hazardous Materials upon or about the Leased Land, nor permit
employees, representatives, agents, contractors, sub-contractors, sub-sub-contractors, material
men and/or suppliers to engage in such activities upon or about the Leased Land except in the
ordinary course of business.
26. In compliance with Section 404.056, Florida Statutes, all Parties are hereby made
aware of the following: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be obtained
from your County Public Health Department.
27. The Lessor agrees to reasonably cooperate with any audits that are required to be
conducted in accordance with the provisions set forth in Florida Statutes, Section 20.055(5).
28. Lessee shall execute this Ground Lease prior to it being submitted for approval by
the Board of County Commissioners. A memorandum of this Ground Lease may be recorded by
the County in the Official Records of Collier County, Florida, within fourteen (14) days after the
County enters into this Ground Lease, at Lessee's sole cost and expense.
29. Lessor acknowledges that Lessee's Leasehold Mortgagee or Equity Investor may
request changes to this Ground Lease. Lessor agrees to reasonably amend this Ground Lease as
necessary to accommodate the Leasehold Mortgagee and/or Equity Investor
30. In addition to any rights of the Leasehold Mortgagee or Equity Investor, if, within
ninety (90) days after the mailing of any notice of termination or such later date as is thirty (30)
days following the expiration of the cure period, if any, afforded Lessee, such Leasehold
Mortgagee or Equity Investor cure Default by Lessee,Lessor agrees to accept such cure as though
tendered by Lessee, in which event, this Ground Lease shall be restored to good standing.
31. Notwithstanding anything to the contrary herein, during the Term of this Ground
Lease,the Lessor shall not transfer,encumber or otherwise dispose of the Fee Estate or the Leased
Land or any interest therein without the prior written consent of the Lessee, Equity Investor, and
all Leasehold Mortgagees.
32. This Ground Lease may be modified by virtue of the powers and authority vested
in the Collier County Manager, Collier County, or Board of County Commissioners.
33. Each party hereto shall,at any time and from time to time within ten(10)days after
being requested to do so by the other party, any Leasehold Mortgagee or Investor in writing,
execute, acknowledge, and address and deliver to the requesting party (or, at the latter's request,
to any existing or prospective mortgagee, transferee, Investor or other assignee of the requesting
party's interest in the Leased Land or under this Ground Lease which acquires such interest in
accordance with this Ground Lease),a certificate in recordable form,certifying(a)that this Ground
Lease is unmodified and in full force and effect (or, if there has been any modification thereof,
that it is in full force and effect as so modified, stating therein the nature of such modification); (b)
that Lessee has accepted possession of the Leased Land, and the date on which the Term
1 1c
commenced; (c) as to the dates to which rent and other charges arising hereunder have been paid;
(d) as to the amount of any prepaid rent or any credit due to Lessee hereunder; (e) as to whether,
to the best of such party's knowledge,information and belief,the requesting party is then in default
in performing any of its obligations hereunder (and, if so, specifying the nature of each such
default); and(f)as to any other fact or condition reasonably requested by the requesting party; and
acknowledging and agreeing that any statement contained in such certificate may be relied upon
by the requesting party and any such other addressee.
34. If any provision of this Ground Lease be held to be void or unenforceable under the
laws of any place governing its construction or enforcement, this Ground Lease shall not be void
or vitiated thereby but shall be construed to be in force with the same effect as though such
provisions were omitted.
35. Lessor and Lessee acknowledge and agree that during the Term, each applicable
Developer shall be the owner of all improvements constructed or to be constructed on its Phase of
the Leased Land, and as such, such Developer shall be entitled to all depreciation deductions and
the credits or other benefits for income tax purposes relating to such improvements.
36. Lessee shall have the option, but not obligation,to name one or more buildings for
one or more individuals or entities providing financing or other assistance for any portion of the
Project;provided,however,Lessor shall retain the right to require Lessee to change the name upon
not less than 60 days prior written notice if the individual or entity associated with such name: (i)
commits or is accused of committing an act involving moral turpitude under federal, state or local
law, or(ii) commits an act of significant public disrepute or becomes the subject of a scandal such
that Lessor believes, in its reasonable discretion, that the value or the Project has been or will be
negatively affected.
IN WITNESS WHEREOF,the Lessee and Lessor have hereto executed this Ground Lease
the day and year first above written.
AS TO THE LESSEE: Rural Neighborhoods, Incorporated,
a Florida not-for-profit corporation
6:4
Witness (sign e) By: ��� � _ _
�l7of0i,00� � ,r :ent
(print name)
Witness (signature)
S�a� FE_ -N
(print name)
11c
BOARD OF COUNTY COMMISSIONERS,
AS TO THE LESSOR: COLLIER COUNTY, FLORIDA
v + l
ATTEST \C /.
CRYSTAL K. KINZFI , Clerk By:
Rick LoCastro , CHAIRMAN
: q1/41AjL,
est as ttt C it,1 s D
signature ganly
Approved is • e; r' and legality:
4i �
Jeffrey A.F ... w, ounty Attorney
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11c
EXHIBIT B
Unit Totals and Types
Minimum Number of Units 350 Maximum Number of Units 372
(Overall) (Overall)
Target Number of Senior Units 100 Target Number of Senior Units 120
Target Number of Essential 250 Target Number of Essential 252
Services Units Services Units
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 Target Percent Minimum Maximum Note: Developer may
AMI Rent Level Set-Aside # of Units #of Units elect to use IRS§42
28% 28% 10% 10 12 Income-Averaging as a
60% 60% 90% 90 108 set-aside election in 4%
or 9%Housing Credit
transactions. Its election
enables income levels to
be set-aside between
60% - 80%AMI,
balanced by units set-
aside below 60%.
Essential Services
Income Target Percent Minimum Maximum Note:All units shall be
AMI Rent Level Set-Aside # of Units # of Units rented with priority
given to Essential
50% 50% 9% 22 22 Service Personnel
80% 80% 11% 28 28 employees.
120% 100% 80% 200 202
ESP Occupational
Preferences include:
Tier 1: Healthcare,
Education and
Emergency Services
Tier 2: - Government