Agenda 03/26/2024 Item #11A (Meet lender requirements so that Essential Services and Senior housing may be developed on the former Golden Gate Golf Course)SEE REVERSE SIDE
Proposed Agenda Changes
Board of County Commissioners Meeting
March 26, 2024
Item 11A to be heard at 2:30 PM: To approve the following documents related to the development of housing at
the former Golden Gate Golf Course: 1) Second Amendment to Developer Agreement with Rural Neighborhoods,
Inc., 2) Termination of Collier County Standard Form Long-Term Ground Lease, 3) Collier County Standard Form
Long-Term Ground Lease (Phase 1 - Essential Services Housing), HUD Lease Addendum and Phase 1 Easement,
4) Collier County Standard Form Long-Term Ground Lease (Phase 2-Senior Housing) and Phase 2 Easement, and
5) Land Use Restriction Agreements for each phase as required by grant funding sources, once developed and
approved for legality. (Companion to Item 11B) (Ed Finn, Deputy County Manager) (Staff’s Request)
Item 11B to be heard at 2:30 PM: To consider approval of Income Sharing Agreement for Phase I, Renaissance
Hall at Old Course, at the former Golden Gate Golf Course, allocating shared income as follows: 50% to
Renaissance Hall at Old Course, LLC, 25% to Collier Community Foundation, Inc., and 25% to Collier County, the
parties to the Agreement. (Companion to Item 11A) (Ed Finn, Deputy County Manager) (Staff’s Request)
Continue Item 16D6 to the April 9, 2024, BCC Meeting: Recommendation to approve and authorize an after the
fact payment in the amount of $14,268.87 to Robert Half International, Inc., for providing temporary staffing to
support housing related programs, and to waive competitive procurement. (Staff’s Request)
Add-on Item 10A: Recommendation to submit a Letter to Governor DeSantis to urge him to veto Senate Bill 7014
Ethics Bill”). (Commissioner Saunders’ Request)
Move Item 16F4 to 11E: Recommendation to approve and authorize the Chairman to execute a one-year renewal
of Agreement No. 22-7979 “Tourism International Representation - UK and Ireland Market” with OMMAC Ltd.,
for Flat Annual Fixed Price of $120,000 ($10,000 per month), and reimbursable expenses for travel, registrations
and miscellaneous for up to $80,000 totaling $200,000 annually and make a finding that this action promotes
tourism. (Commissioner McDaniel’s Request)
Move Item 16F5 to 11F: Recommendation to approve and authorize the Chairman to execute a one-year renewal
of Agreement No. 22-7980 “Tourism International Representation - Germany Market” with DiaMonde e.K. for Flat
Annual Fixed Price of $120,000 ($10,000 per month), and reimbursable expenses for travel, registrations and
miscellaneous for up to $60,000 totaling $180,000 annually and make a finding that this action promotes tourism.
Commissioner McDaniel’s Request)
Notes:
TIME CERTAIN ITEMS:
Companion Items 11A & 11B to be heard at 2:30 PM: Rural Neighborhoods Renaissance Hall at Old Course
Second Amendment, Leases, and Income Sharing Agreement.
3/28/2024 4:15 PM
SEE REVERSE SIDE
Proposed Agenda Changes
Board of County Commissioners Meeting
March 26, 2024
Item 11A to be heard at 2:30 PM: To approve the following documents related to the development of housing at
the former Golden Gate Golf Course: 1) Second Amendment to Developer Agreement with Rural Neighborhoods,
Inc., 2) Termination of Collier County Standard Form Long-Term Ground Lease, 3) Collier County Standard Form
Long-Term Ground Lease (Phase 1 - Essential Services Housing), HUD Lease Addendum and Phase 1 Easement,
4) Collier County Standard Form Long-Term Ground Lease (Phase 2-Senior Housing) and Phase 2 Easement, and
5) Land Use Restriction Agreements for each phase as required by grant funding sources, once developed and
approved for legality. (Companion to Item 11B) (Ed Finn, Deputy County Manager) (Staff’s Request)
Item 11B to be heard at 2:30 PM: To consider approval of Income Sharing Agreement for Phase I, Renaissance
Hall at Old Course, at the former Golden Gate Golf Course, allocating shared income as follows: 50% to
Renaissance Hall at Old Course, LLC, 25% to Collier Community Foundation, Inc., and 25% to Collier County, the
parties to the Agreement. (Companion to Item 11A) (Ed Finn, Deputy County Manager) (Staff’s Request)
Continue Item 16D6 to the April 9, 2024, BCC Meeting: Recommendation to approve and authorize an after the
fact payment in the amount of $14,268.87 to Robert Half International, Inc., for providing temporary staffing to
support housing related programs, and to waive competitive procurement. (Staff’s Request)
Add-on Item 10A: Recommendation to submit a Letter to Governor DeSantis to urge him to veto Senate Bill 7014
Ethics Bill”). (Commissioner Saunders’ Request)
Move Item 16F4 to 11E: Recommendation to approve and authorize the Chairman to execute a one-year renewal
of Agreement No. 22-7979 “Tourism International Representation - UK and Ireland Market” with OMMAC Ltd.,
for Flat Annual Fixed Price of $120,000 ($10,000 per month), and reimbursable expenses for travel, registrations
and miscellaneous for up to $80,000 totaling $200,000 annually and make a finding that this action promotes
tourism. (Commissioner McDaniel’s Request)
Move Item 16F5 to 11F: Recommendation to approve and authorize the Chairman to execute a one-year renewal
of Agreement No. 22-7980 “Tourism International Representation - Germany Market” with DiaMonde e.K. for Flat
Annual Fixed Price of $120,000 ($10,000 per month), and reimbursable expenses for travel, registrations and
miscellaneous for up to $60,000 totaling $180,000 annually and make a finding that this action promotes tourism.
Commissioner McDaniel’s Request)
Notes:
TIME CERTAIN ITEMS:
Companion Items 11A & 11B to be heard at 2:30 PM: Rural Neighborhoods Renaissance Hall at Old Course
Second Amendment, Leases, and Income Sharing Agreement.
3/28/2024 4:15 PM
03/26/2024
EXECUTIVE SUMMARY
To approve the following documents related to the development of housing at the former Golden Gate Golf
Course: 1) Second Amendment to Developer Agreement with Rural Neighborhoods, Inc., 2) Termination of
Collier County Standard Form Long-Term Ground Lease, 3) Collier County Standard Form Long-Term
Ground Lease (Phase 1 - Essential Services Housing), HUD Lease Addendum and Phase 1 Easement, 4)
Collier County Standard Form Long-Term Ground Lease (Phase 2-Senior Housing) and Phase 2 Easement,
and 5) Land Use Restriction Agreements for each phase as required by grant funding sources, once
developed and approved for legality. (Companion to Item 11B)
OBJECTIVE: To meet lender requirements so that Essential Services and Senior housing may be developed on
the former Golden Gate Golf Course.
CONSIDERATIONS: Rural Neighborhoods and Renaissance Hall at Old Course (“Developer”) have made
substantial progress toward financial commitments for the Phase I rental project. On February 29, 2024, PGIM
Real Estate (Prudential) has approved a loan amount of $56,004,600, and submitted a Firm Application for
Multifamily Housing Project to US HUD. Prudential’s letter is attached. The Developer has also obtained executed
agreements under the US HUD Community Project Grant ($2,000,000), FL SHIP ($1,500,000) and Collier
Community Foundation and Moorings Park Foundation ($10,000,000). Additionally, Colliers International has
issued a Notice of Intent to loan up to $10,300,000 to the project. The BCC has approved awards of State and
Local Fiscal Recover Funds and the Developer awaits preparation of grant agreements. The Developer awaits US
HUD approval of the first mortgage loan guarantee, which it expects to obtain by or before May 30, 2024. In light
of this progress, the documents propose a second extension of the deadline as requested by Developer for securing
project funding commitments from March 26, 2024, to May 30, 2024.
Submissions to the Florida Department of Environmental Protection (FDEP), South Flori da Water Management
District (SFWMD) and the local Building Department have been made and are in progress. FDEP has accepted the
Soil Management Plan that mitigates environmental concerns on the residential tract. SFWMD is currently
reviewing the Environmental Resource Permit for the site and approval is anticipated shortly. The application for a
CLOMR-F flood plain modification for Renaissance Hall at Old Course has been submitted to FEMA for review.
The Site Development Plan is under review by Growth Management. Similarly, the residential, maintenance and
amenity center buildings are also in various stages of review by Growth Management. Finally, Rural
Neighborhoods continues to coordinate its efforts with County staff regarding the remaining PUD tracts and third-
party reviewers such as FDEP and SFWMD.
To effectively manage stormwater runoff and regulate water flow a swale is proposed for construction within the
Greenway adjacent to the Rural Neighborhoods site. The swale will primarily serve the Gol f Course Property.
Currently negotiations are in progress to establish the framework for any forthcoming contract between Developer
and the County focusing on the cost sharing for the construction, as well as the associated maintenance of the
swale.
The Developer Agreement allows the housing to be developed in phases. Phase 1, Renaissance Hall at Old Course,
provides essential services and Phase 2 is identified as senior housing. The phased development necessitates the
involvement of different lenders for each phase. The purpose of this item is to create two distinct leases: one for
Phase 1, incorporating an addendum containing requisite HUD financing terms, and another for Phase 2.
Additionally, each lease requires a separate and distinct easement for i ngress, egress, and utilities to Collier
Boulevard, and for any required off-site storm water drainage.
The below documents are proposed for approval as part of this item. Detailed descriptions of the documents are
included as back up to this item.
• Second Amendment to Developer Agreement.
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• Termination of Collier County Standard Form Long Term Ground Lease.
• Collier County Standard Form Long-Term Ground Lease (Phase 1 - Essential Services Housing),
HUD Lease Addendum; Phase 1 Easement.
• Collier County Standard Form Long-Term Ground Lease (Phase 2 - Senior Housing) and Phase 2
Easement.
Land Use Restriction Agreements (“LURA”)
The project is being funded with grant funding programs such as State Housing Initiatives Partnership (“SHIP”)
Program, State and Local Fiscal Recovery Funds (“SLFRF”), Community Development Block Grant, (“CDBG”)
Home Investment Partnerships Program (“HOME”) from the “American Rescue Plan Act (“Home-ARP”), among
other funding sources. Many of these funding sources require LURAs. The LURA documents will limit the unit
totals and types and will be consistent with Exhibit B to the Developer Agreement and Leases.
Following risk analysis and any required underwriting, the LURAs will be developed. If consistent with the
Developer Agreement and Leases and otherwise accepted as to form and legality the LURAs will be routed for
Chair signature and recorded in the Official Records of Collier County. Items presented to the Board of County
Commissioners for local grants administered by Community and Human Services, will also mention the LURAs.
Consistent with the approach used with Developer’s mortgages, the land use restrictions will be placed on the
leasehold interest not on the County fee simple estate which is statutorily prohibited.
Impact Fees (excluding fire, water, and wastewater):
Currently, the estimated County impact fees for Phase 1 and Phase 2 total $4,055,000. The final impact fee
calculation will be based on the impact fee rates in effect at the time of building permit application. Staff will work
with the County Attorney on the appropriate instrument to cover County impact fees associated with the project.
The water and wastewater impact fees for Phase 1 and Phase 2 are being paid through an agreement with Rural
Neighborhoods in the current amount of $1,668,908 using State and Local Fiscal Recovery Funds (SLFRF).
FISCAL IMPACT: The recommended long-term ground lease with Rural Neighborhoods involves 21.78 acres of
the former Golden Gate Golf Course for a nominal annual rent of $10. As provided when the Developer Agreement
was approved on November 10, 2020, funding for the acquisition of the land and/or debt service on same is planned
to come from the Infrastructure Sales Surtax Fund (3018).
This project has been validated by the Infrastructure Surtax Tax Committee; a budget amendment was approved
from the Infrastructure Sales Tax Fund (3018) to reimburse the Park’s Impact Fee Fund (3071) $798,235 for a
portion of the initial cash outlay plus 4 years of debt service payments. Budget was established in FY24 for the
annual debt service payment and will continue to be budgeted thru FY30 for remaining debt service payments from
the Infrastructure Sales Tax Fund (3018), approximate amount is $3.8 million over 7 years.
In addition, at the Board's prior direction on October 24, 2023, staff evaluated the appropriate combination of
impact fee programs to offset the impact fee assessments for the project. These include the Collier County Impact
Fee Deferral Program and Revolving Payment Program. Staff will work with the County Attorney on the
appropriate instrument and approval process for future Board consideration. Funding for water and wastewater
impact fees will be funded within the Community & Human Services Housing Gra nt Fund (1835) SLFRF Project
33765 in the amount of $1,668,908.
GROWTH MANAGEMENT IMPACT: Providing land for the development of housing that is affordable assists
the County in addressing the goals and objectives of the Housing Element in the Growth Management Plan.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires a majority vote for
approval. -SAA
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RECOMMENDATION: That the Board of County Commissioners approves: 1) Second Amendment to
Developer Agreement with Rural Neighborhoods, Inc., or an affiliate entity, 2) Termination of Collier County
Standard Form Long-Term Ground Lease, 3) Collier County Standard Form Long-Term Ground Lease (Phase 1 -
Essential Services Housing), HUD Lease Addendum and Phase 1 Easement, 4) Collier County Standard Form
Long-Term Ground Lease (Phase 2-Senior Housing) and Phase 2 Easement, and 5) Land Use Restriction
Agreements for each phase as required by grant funding sources, once developed and approved for legality.
Prepared By: Jennifer A. Belpedio, Real Property Manager, Facilities Management
ATTACHMENT(S)
ATTACHMENT(S)
1. Summary Sheet (DOCX)
2. Proposed Second Am to Developer Agreement (Phase I) (PDF)
3. Proposed Termination of Ground Lease (PDF)
4. Proposed Lease (Phase 1) (PDF)
5. Proposed Lease Addendum (Phase 1) (PDF)
6. Nelson Mullins Memorandum (PDF)
7. Proposed Access Utility and Drainage Easement - Phase 1 (PDF)
8. Proposed Lease (Phase 2) (PDF)
9. Access Utility and Drainage Easement Phase 2 (PDF)
10. Approved Extension of Financing (PDF)
11. Approved Second Extension to Financing (PDF)
12. PGIM Firm App Confirmation - Renaissance Hall at Old Course - 3.1.24 (PDF)
13. Approved Lease (proposed to be terminated) (PDF)
14. Revenue Sharing -Leases 3-26-24 rev1 (PPTX)
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COLLIER COUNTY
Board of County Commissioners
Item Number: 11.A
Doc ID: 27183
Item Summary: To approve the following documents related to the development of housing at the former Golden
Gate Golf Course: 1) Second Amendment to Developer Agreement with Rural Neighborhoods, Inc., 2) Termination
of Collier County Standard Form Long-Term Ground Lease, 3) Collier County Standard Form Long-Term Ground
Lease (Phase 1 - Essential Services Housing), HUD Lease Addendum and Phase 1 Easement, 4) Collier County
Standard Form Long-Term Ground Lease (Phase 2-Senior Housing) and Phase 2 Easement, and 5) Land Use
Restriction Agreements for each phase as required by grant funding sources, once developed and approved for
legality. (Companion to Item 11B) (Ed Finn, Deputy County Manager)
Meeting Date: 03/26/2024
Prepared by:
Title: Manager - Real Property – Facilities Management
Name: Jennifer Belpedio
12/11/2023 9:44 AM
Submitted by:
Title: – Facilities Management
Name: John McCormick
12/11/2023 9:44 AM
Approved By:
Review:
Development Review Cormac Giblin Additional Reviewer Completed 12/11/2023 12:05 PM
Facilities Management John McCormick Director - Facilities Completed 12/13/2023 1:58 PM
Facilities Management Brian DeLony Additional Reviewer Completed 12/18/2023 1:07 PM
Community & Human Services Maggie Lopez Additional Reviewer Completed 12/27/2023 10:55 AM
Facilities Management Jennifer Belpedio Manager - Real Property Completed 12/28/2023 6:04 PM
Office of Management and Budget Christopher Johnson Additional Reviewer Completed 01/02/2024 11:20 AM
County Attorney's Office Sally Ashkar Additional Reviewer Completed 03/19/2024 4:38 PM
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 03/20/2024 8:28 AM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 03/20/2024 8:47 AM
Community & Human Services Maggie Lopez OMB Reviewer Completed 03/20/2024 10:53 AM
County Manager's Office Level 4 County Manager Review Pending 03/20/2024 4:51 PM
Board of County Commissioners Geoffrey Willig Meeting Pending 03/26/2024 9:00 AM
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SUMMARY OF DOCUMENTS
Second Amendment to Developer Agreement
1) Developer continues to be Rural Neighborhoods, Inc., who is also the sole member of the special
purpose entity, Renaissance Hall at Old Course, LLC, the lessee under each respective lease.
2) Exhibit “A” (Legal Description) of the Developer Agreement is replaced with a new Exhibit “A”
identifying a Phase 1 site legal description consisting of approximately 19.62 acres for Essential Services
Units and a Phase 2 site legal description consisting of approximately 2.16 acres for Senior Units. Each
new Exhibit “A” identifies easement area legal descriptions for ingress, egress, utilities and storm water
drainage for each phase as described under each lease summary below.
3) Exhibit “B” – emphasizes that future rents shall not exceed the rent limits established by U.S.
Department of Housing and Urban Development for Collier County, Florida. Also clarifies that maximum
Debt Service Coverage Ratio (DSC) of 1.25 DSC agreed to by Developer is the initial ratio. Identifies that
a Phase 2 income sharing development will be developed by the parties in the future.
4) The unit totals and types as well as income and rent targeting are unchanged.
Termination of Collier County Standard Form Long Term Ground Lease
This document terminates the Collier County Standard Form Long Term Ground Lease approved by the
Board on April 25, 2023, in order to execute separate leases for Phase 1 and Phase 2.
Collier County Standard Form Long-Term Ground Lease (Phase 1 - Essential Services Housing),
HUD Lease Addendum
1) Developer is identified as Renaissance Hall at Old Course, LLC, who is a single purpose entity
formed by Rural Neighborhoods, its sole authorized member. Paragraph 16 in the Lease allowed Rural
Neighborhoods to “form one or more single purpose entities (each, an “SPE”) to seek and secure funding
for portions of the Project”. The SPE’s manager, authorized member or general partner must be an
“affiliate” of the SPE. Rather than formally assign, the SPE is named in the new lease, with Rural
Neighborhoods executing the new lease as the affiliate.
2) Phase 1 Lease Deadlines:
• April 10, 2024 - Developer to provide an updated timeline of Phase I Project.
• May 30, 2024 - Developer to Secure written funding commitment.
• Failure to obtain commitment - County may terminate Lease or grant additional time.
• Deadline may only be extended at the discretion of the Board of County Commissioners.
• Construction Commencement: If Developer commences construction on the Phase 1 within six
(6) months following receipt of the Funding Commitment, the Phase 2 Developer under the Phase
2 ground lease shall be granted twelve (12) months from the date of the receipt of the Funding
Commitment to obtain a commitment of project funding towards the Senior unit housing project.
• Developer shall diligently pursue said construction to completion and complete said construction
on or before twenty-four (24) months from commencement of construction, subject to delays
beyond the control of the Developer, including Force Majeure.
11.A.a
Packet Pg. 308 Attachment: Summary Sheet (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
3) Liens and Mortgages: Collier County’s fee simple interest in the land is in no way subject to lien,
foreclosure, or other transfer of interest.
4) Assignment or Sublease: Any succeeding or successor lessees are subject to the Income Sharing
Agreement.
5) Defaults and Remedies: Lessees failure to commence and complete construction by the time frames
outlined in the Lease are considered a Default. 6) Housing units: The unit totals and types
as well as income and rent targeting are unchanged.
7) Exhibit “B”: Same changes as Developer Agreement
HUD Lease Addendum: The Addendum is prerequisite to HUD financing. Developer’s legal counsel at
Nelson Mullins provided a Memorandum outlining the terms of the Addendum. One important “take-
away” included in the Memorandum is the fact that Collier County’s fee simple interest in the land is in no
way subject to lien, foreclosure or other transfer of in terest because of the Addendum required by HUD.
This Memorandum is back-up to the item.
Phase 1 Easement: The Phase 1 leased parcel is not contiguous to Collier Boulevard and off -site
stormwater drainage may be required, necessitating an easement for ingress, egress, utilities and stormwater
drainage. The Phase 1 legal description is updated to account for these beneficial easements and further
made subject to an access easement in favor of the Phase 2 leased parcel to allow access over and under the
Phase 1 parcel for ingress, egress and utilities to Collier Boulevard, as well as any required easement over
Phase 1 for stormwater drainage to facilities located on the Phase 1 leasehold. Easement allows County to
unilaterally replace the stormwater drainage, retention and detention easement area portion of the legal
description at such time that the drainage facilities are constructed or reconstructed in the future and specific
legal descriptions are available upon each such occurrence. The easements contain a provision that if the
lease is terminated that the County may terminate the easements subject to the rights of the leasehold
mortgagee or equity investor to complete the project.
Collier County Standard Form Long-Term Ground Lease (Phase 2 - Senior Housing)
1) Developer is identified as Renaissance Hall Senior Living, LLLP, who is the SPE of Rural
Neighborhoods, its sole authorized member, in accordance with Paragraph 16 of the Lease as noted above.
2) Phase 2 Lease Deadlines
• Within 90 days of Effective date (June 24, 2024) Developer to provide a timeline of Phase 2
Project
• Developer granted 12 months from Phase 1 Funding Date to obtain Phase 2 Funding Commitment.
o Failure to obtain commitment - County may terminate or grant additional time.
• Developer shall diligently pursue said construction to completion and complete said construction
on or before twenty-four (24) months from commencement of construction, subject to delays
beyond the control of the Developer, including Force Majeure.
3) Liens and Mortgages: Collier County’s fee simple interest in the land is in no way subject to lien,
foreclosure, or other transfer of interest.
4) Assignment or Sublease: Any succeeding or successor lessees are subject to the Income Sharing
Agreement.
11.A.a
Packet Pg. 309 Attachment: Summary Sheet (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
5) Defaults and Remedies: Lessees failure to commence and complete construction by the time frames
outlined in the Lease are considered a Default.
6) Housing units: The unit totals and types as well and income and rent targeting are unchanged.
7) Exhibit “B”: Same changes as Developer Agreement
Phase 2 Easement: The Phase 2 leased parcel is not contiguous to Collier Boulevard and off -site
stormwater drainage may be required, necessitating an easement for ingress, egress, utilities and stormwater
drainage. The Phase 2 legal description is updated to account for these beneficial easements. Easement
allows County to unilaterally replace the stormwater drainage, ret ention and detention easement area
portion of the legal description at such time that the drainage facilities are constructed or reconstructed in
the future and specific legal descriptions are available upon each such occurrence. The easements contain
a provision that if the lease is terminated that the County may terminate the easements subject to the rights
of the leasehold mortgagee or equity investor to complete the project.
The legal descriptions on the Developer Agreement are replaced with the separate legal descriptions used
for the respective ground leases for each Phase.
11.A.a
Packet Pg. 310 Attachment: Summary Sheet (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.bPacket Pg. 311Attachment: Proposed Second Am to Developer Agreement (Phase I) (27183 : Rural Neighborhoods Second Amendment Developer Agreement
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11.A.cPacket Pg. 339Attachment: Proposed Termination of Ground Lease (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
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11.A.cPacket Pg. 356Attachment: Proposed Termination of Ground Lease (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
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11.A.cPacket Pg. 358Attachment: Proposed Termination of Ground Lease (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 359Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 360Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 361Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 362Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 363Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 364Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 365Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 366Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 367Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 368Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 369Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 370Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 371Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 372Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 373Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 374Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 375Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 376Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 377Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 378Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 379Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 380Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 381Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 382Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 383Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 384Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.dPacket Pg. 385Attachment: Proposed Lease (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.ePacket Pg. 386Attachment: Proposed Lease Addendum (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.ePacket Pg. 387Attachment: Proposed Lease Addendum (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.ePacket Pg. 388Attachment: Proposed Lease Addendum (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.ePacket Pg. 389Attachment: Proposed Lease Addendum (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.ePacket Pg. 390Attachment: Proposed Lease Addendum (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.ePacket Pg. 391Attachment: Proposed Lease Addendum (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.ePacket Pg. 392Attachment: Proposed Lease Addendum (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.ePacket Pg. 393Attachment: Proposed Lease Addendum (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.ePacket Pg. 394Attachment: Proposed Lease Addendum (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.ePacket Pg. 395Attachment: Proposed Lease Addendum (Phase 1) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
li1 NELSON MULLINS
Memorandum
To:
From:
Date:
Re:
The Honorable Collier County
Commissioners Morry Osborn, Esquire
December 12 , 2023
HUD-92070M Lease Addendum - Multifamily
The development of land for the Essential Services Phase 1 affordable multifamily
housing development under that certain ground lease ("Ground Lease") between
Renaissance Hall at Old Course, LLC, a Florida limited liability company, as Lessee,
a special purpose entity of and whose sole member is Rural Neighborhoods, Inc.,
and Collier County, as Lessor, is financed by a mortgage loan insured by the U.S.
Department of Housing and Urban Development ("HUD"). The mortgage loan is secured
by a Security Instrument made by PGIM Real Estate Agency Financing, LLC, a
Delaware limited liability company ("Lender").
HUD requires that Lease Addendum -Multifamily HUD-92070M ("Lease Addendum")
be attached to and made a part of the Ground Lease in connection with the mortgage
loan pursuant to the National Housing Act, as amended, found at 12 U.S.C. § 1701 in its
original form with only one exception discussed in the next paragraph.
The Lease Addendum in its original form contains Section 7, HUD Option to
Purchase, which states that in the event HUD acquires title to, or Lessee's interest in,
the leasehold estate (land only) that HUD shall have the option to also purchase
Lessee's fee simple interest in the buildings, alterations, improvements and fixtures
("Improvements") AND Collier County's fee simple interest in the land. However, a
note connected with Section 7 states, "The following Section 7 may be stricken as
not applicable only if expressly waived in writing by HUD for ground
lessors/landlords that are public/government entities in accordance with Program
Obligations at the time of the issuance of the firm commitment for the insured
project loan. Such a deletion must be noted with insertion of "Intentionally
Omitted"."
Collier County, as a political subdivision of the State of Florida, meets the standards
under HU D's Program Obligations and accordingly Section 7 is stricken from the Lease
Addendum and noted as Intentionally Omitted therein.
With the deletion of Section 7 from the HUD Lease Addendum, it is important to note
that ONLY Lessee's leasehold estate in the land and their fee simple title to the
buildings, improvements and fixtures on the land are subject to transfer to Lender, HUD
or a purchaser pursuant to a foreclosure. Collier County's fee simple interest in the
land IS NOT likewise subject to such transfer. In Section 12, if Collier County
terminates the Ground Lease for Lessee default, HUD and Lender may "elect to take,
as Tenant, a new ground lease on the Property and on the Improvements".
4869-5679-1919 v.4
061843/00016
11.A.f
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11.A.g
Packet Pg. 405 Attachment: Proposed Access Utility and Drainage Easement - Phase 1 (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 406Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 407Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 408Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 409Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 410Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 411Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 412Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 413Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 414Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 415Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 416Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 417Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 418Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 419Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 420Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 421Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 422Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 423Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 424Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 425Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 426Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 427Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 428Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 429Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 430Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.hPacket Pg. 431Attachment: Proposed Lease (Phase 2) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.i
Packet Pg. 432 Attachment: Access Utility and Drainage Easement Phase 2 (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
11.A.i
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11.A.i
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11.A.i
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11.A.i
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11.A.i
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11.A.i
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11.A.i
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11.A.i
Packet Pg. 441 Attachment: Access Utility and Drainage Easement Phase 2 (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
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. County Attorney Office County Attorney 10/24/23
Attn. Derek D. Perry 0,0e
2. BCC Office Board of County Commissioners
R 1,110,1 i&WZ5
3. Minutes and Records* Clerk of Court's Office 00114144(
NOTE TO MINUTES AND RECORDS:
Please return an electronic copy of agreement to Jennifer.Belpedio@colliercountyfl.gov
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 Jennifer A. Belpedio/Real Property— Phone Number 239-252-8780
Contact/ Department Facilities Management
Agenda Date Item was October 24, 2023 Agenda Item Number 11. C.
Approved by the BCC
Type of Document Extension to Financing Commitment Number of Original 1
Attached Deadline Developer Agreement and Lease Documents Attached
PO number or account N/A
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?STAMP OK 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,with the exception of most letters,must be reviewed and signed JAB
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
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 JAB
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 JAB
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
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 above date,and all changes made during JAB
the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the
BCC, all changes directed by the BCC have been made,and the document is ready for the vJ
Chairman's signature.
J
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
11.A.j
Packet Pg. 442 Attachment: Approved Extension of Financing (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
EXTENSION TO FINANCING COMMITMENT DEADLINE
DEVELOPER AGREEMENT AND LEASE
GOLDEN GATE GOLF COURSE HOUSING PROJECT)
This Extension to Developer Agreement and Lease ("Extension") is entered into this 24th
day of October , 2023 (the "Effective Date"), by and between Rural Neighborhoods,
Incorporated, a Florida not-for-profit corporation, or its successors or assigns("Developer or Rural
Neighborhoods") and Collier County, a political subdivision of the State of Florida("County").
RECITALS:
WHEREAS, Rural Neighborhoods has been selected by the Board of Collier County
Commissioners ("Board") through a Developer Agreement, dated November 10, 2020, as
amended ("Developer Agreement") 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 April 25, 2023, the Board of Board of County Commissioners approved
Collier County Standard Form Long-Term Ground Lease with Developer("Lease")implementing
the Board approved Developer Agreement and amended the Developer Agreement; and
WHEREAS, both the Developer Agreement and Lease require Developer to secure a
commitment of project funding for an initial phase within 6 months from the latter date of the
Effective Date of the Lease or the effective date of final approval of land use as evidenced by PUD
approval with such deadline expiring October 25, 2023; and
WHEREAS, Developer has requested an extension of the deadline to February 28, 2024;
and
WHEREAS, the parties wish to extend the deadline as requested by Developer.
WITNESSETH:
NOW, THEREFORE, the County and Developer agree as follows:
1. The recitals above are true, correct and incorporated herein.
2. The financing commitment deadline in both the Developer Agreement and Lease
is hereby extended to February 28, 2024.
3.Except as modified by this Extension, the Developer Agreement and Lease shall
remain in full force and effect.
1
11.A.j
Packet Pg. 443 Attachment: Approved Extension of Financing (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
IN WITNESS HEREOF, the parties hereto have set their hands and seals the day and year
first written above.
AS TO THE DEVELOPS :\Rural Neighborhoods, Incorporated,
a Florida not-for-profit corporation
Witne si ture)
By:
Steven 'rk, President
print name)
Witness (signature
Q)QX),Q0--C
print name)
AS TO COUNTY:
ATTEST: BOARD OF COUNTY COMMISSIONERS,
CRYSTAL K..K,INZEL, Clerk COLLIER COUNTY, FLORIDA
By:
Atte f as to Chem» :i.: DEP Y RICK LOCASTRO, CHAIRMAN
signature onq
Appro ed as to Form and Legality:
Zia
Derek D. Perry k?'Assistant County Attorney
2
11.A.j
Packet Pg. 444 Attachment: Approved Extension of Financing (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
MIMIlb. 1 1 A
SECOND EXTENSION TO FINANCING COMMITMENT DEADLINE
DEVELOPER AGREEMENT AND LEASE
GOLDEN GATE GOLF COURSE HOUSING PROJECT)
This Second Extension to Developer Agreement and Lease ("Second Extension") is
entered into this 2.744 day of Febc,ate 2024(the"Effective Date"),by and between Rural
Neighborhoods, Incorporated, a Florida not-for-profit corporation ("Developer or Rural
Neighborhoods") and Collier County, a political subdivision of the State of Florida("County").
RECITALS:
WHEREAS, Rural Neighborhoods has been selected by the Board of Collier County
Commissioners ("Board") through a Developer Agreement, dated November 10, 2020, 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 April 25, 2023, the Board of County Commissioners approved Collier
County Standard Form Long-Term Ground Lease with Developer ("Lease") implementing the
Board approved Developer Agreement and amended the Developer Agreement; and
WHEREAS, both the Developer Agreement and Lease required Developer to secure a
commitment of project funding for an initial phase within 6 months from the latter date of the
Effective Date of the Lease or the effective date of final approval of land use as evidenced by PUD
approval with such deadline expiring October 25, 2023; and
WHEREAS, at the Developer's request, on October 24, 2023, the Board of County
Commissioners approved Extension to Financing Commitment Deadline Developer Agreement
and Lease extending the deadline to February 28, 2024.
WHEREAS, Developer has requested a second extension of the deadline to March 26,
2024; and
WHEREAS,the parties have been diligently working to finalize changes to the Lease and
the Developer Agreement, and have developed an Income Sharing Agreement, all of which will
be presented to the Board at a future meeting; and
WHEREAS,the parties wish to extend the deadline as requested by Developer in order to
finalize these documents.
WITNESSETH:
NOW,THEREFORE, the County and Developer agree as follows:
1. The recitals above are true, correct and incorporated herein.
I
GQ,O
11.A.k
Packet Pg. 445 Attachment: Approved Second Extension to Financing (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
1 1 A
2. The financing commitment deadline in both the Developer Agreement and Lease
is hereby extended to March 26,2024.
3. Except as modified by this Second Extension, the Developer Agreement and Lease
shall remain in full force and effect until such time as further amended.
IN WITNESS HEREOF, the parties hereto have set their hands and seals the day and year
first written above.
AS TO THE DEVELOPER: Rural Neighborhoods, Incorporated,
a Florida not-for-profit corporation
O 72, .,...
Witness(signature)
By:
L. /A al c-tA-^e t- teven irk, President
print na e)
Witnss,(s
jignatuure)ns i (A/ C Fhii LS
print name)
AS TO COUNTY:
ATTEST ;':,' °*4' BOARD OF COUNTY COMMISSIONERS,
CRYST.T'L K. KINZ• riY4Clerk COLLIER COUNTY,FLORIDA
it
d/if. 'iti `art 9.• By:
Attes is:t C -- .
1,, )EPUTY CLERK CHe LL, CHAIRMAN
signor,', °nil"'--:,
I
Appr•
i:. as to form and legality:
PA
Sal '. As Tar I,
As s t County Attorney
1
1S
U
2
11.A.k
Packet Pg. 446 Attachment: Approved Second Extension to Financing (27183 : Rural Neighborhoods Second Amendment Developer Agreement and Leases)
PGIM Real Estate
Helen Li
3350 Peachtree Road NE, Suite 800
Atlanta, GA 30326
T: 404-704-8923
E: helen.li@pgim.com
March 1, 2024
Mr. Steven Kirk
President
Rural Neighborhoods, Incorporated
POB 343529
Florida City, FL 33034
Re: Renaissance Hall at Old Course – Naples, FL
Section 221(d)(4), FHA #066-35392
Dear Mr. Kirk:
PGIM Real Estate Agency Financing, LLC, as Mortgagee is pleased to announce our intent to provide first
mortgage construction to permanent financing for Renaissance Hall at Old Course. The development will
consist of 252 residential rental units, associated common space, and site improvements in unincorporated
Collier County, FL. On February 29, 2024, PGIM’s Loan Committee approved a recommended loan
amount of $56,004,600 after our internal credit underwriting, third party reports, and other due
diligence. PGIM submitted a Firm Application for Multifamily Housing Project request to the U.S.
Department of Housing and Urban Development in accordance with Section 221(d)(4) of the National
Housing Act on February 29, 2024. It is our professional expectation that such a request for Mortgage
Insurance should be approved upon successful completion of HUD review.
Respectfully,
PGIM Real Estate Agency Financing, LLC
_______________________________
Helen Li
VP, MAP Underwriter
11.A.l
Packet Pg. 447 Attachment: PGIM Firm App Confirmation - Renaissance Hall at Old Course - 3.1.24 (27183 : Rural Neighborhoods Second Amendment
tic
COLLIER COUNTY STANDARD FORM
LONG-TERM GROUND LEASE
tP"
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
11.A.m
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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.
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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.
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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
11.A.m
Packet Pg. 458 Attachment: Approved Lease (proposed to be terminated) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and
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.
11.A.m
Packet Pg. 459 Attachment: Approved Lease (proposed to be terminated) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and
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
11.A.m
Packet Pg. 460 Attachment: Approved Lease (proposed to be terminated) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and
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)
11.A.m
Packet Pg. 461 Attachment: Approved Lease (proposed to be terminated) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and
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
11.A.m
Packet Pg. 462 Attachment: Approved Lease (proposed to be terminated) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and
11C
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11.A.m
Packet Pg. 464 Attachment: Approved Lease (proposed to be terminated) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and
11c
EXHIBIT B
Unit Totals and Types
Minimum Number of Units
350 Maximum Number of Units
372Overall) Overall)
Target Number of Senior Units 100 Target Number of Senior Units 120
Target Number of Essential
250
Target Number of Essential
252ServicesUnitsServicesUnits
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
11.A.m
Packet Pg. 465 Attachment: Approved Lease (proposed to be terminated) (27183 : Rural Neighborhoods Second Amendment Developer Agreement and
Golden Gate Golf Course –Rural
Neighborhoods Inc. Housing Project
March 26, 2024
Item # 27183
To approve the following documents related to the development of housing at the
former Golden Gate Golf Course: 1) Second Amendment to Developer
Agreement with Rural Neighborhoods, Inc., 2) Termination of Collier County
Standard Form Long-Te rm Ground Lease, 3) Collier County Standard Form
Long-Te rm Ground Lease (Phase 1 -Essential Services Housing), HUD Lease
Addendum and Phase 1 Easement, 4) Collier County Standard Form Long-Te rm
Ground Lease (Phase 2-Senior Housing) and Phase 2 Easement, and 5) Land Use
Restriction Agreements for each phase as required by grant funding sources.
11.A.n
Packet Pg. 466 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Golden Gate Golf Course –Rural
Neighborhoods Inc. Housing Project
March 26, 2024
Item # 28327
To consider an Income Sharing Agreement for Phase I, Renaissance Hall at Old
Course, at the former Golden Gate Golf Course, allocating shared income as
follows: 50% to Renaissance Hall at Old Course, LLC, 25% to Collier
Community Foundation, Inc., and 25% to Collier County, the parties to the
Agreement.
11.A.n
Packet Pg. 467 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Required Project Documents for Board Approval
1)Second Amendment to Developer Agreement with Rural Neighborhoods,Inc.,or an affiliate
entity,potentially including a financing deadline extension.
2)Termination of Collier County Standard Form Long-Term Ground Lease,
3)Collier County Standard Form Long-Term Ground Lease (Phase 1 -Essential Services Housing),
HUD Lease Addendum and Phase 1 Easement,
4)Collier County Standard Form Long-Term Ground Lease (Phase 2-Senior Housing)and Phase 2
Easement,
5)Land Use Restriction Agreements for each phase as required by grant funding sources,and
6)The three party Income Sharing Agreement for Phase I Renaissance Hall at Old Course.The
parties to the agreement are Renaissance Hall at Old Course,the Community Foundation and Collier
County.
11.A.n
Packet Pg. 468 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Golden Gate
Golf Course -
Rural
Neighborhoods
Timeline
u On December 13, 2019, the County publicly advertised ITN No. 20-
7698, Housing and Land Development at the GGGC
u On June 9, 2020, the Board selected Rural Neighborhoods, Inc. (RNI)
and directed staff to begin negotiations
u On July 28, 2020, the Board approved an agreement with RNI
providing up to a 12-month due diligence and coordination period
u On November 10, 2020, the Board approved the Developer
Agreement with Rural Neighborhoods, Inc.
u On April 26, 2022, GG Golf Course MPUD 2022-13 was adopted
u On April 25, 2023, the Board approved:
u First Amendment to the Developer RNI Agreement
u Initial Long-Te rm Ground Lease with RNI
u $1.5 million SHIP funding agreement for the RNI Project
u On October 24, 2023, the Board approved comprehensive funding
allocations to support the RNI Project
u On February 27, 2024, the Board extended the financing deadline to
March 26, 2024
11.A.n
Packet Pg. 469 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
First
Amendment to
Developer
Agreement
April 25, 2023,
Items 11B, 11C
and 11D
Removed 1.64 acres of greenway from the leased area
u The estimated 25 acres to be utilized by Rural Neighborhoods was
adjusted to 23.36 acres by removing the golf course greenway
u The greenway is designed to become an element of the overall golf
course and offsite stormwater system.
Provided adjustments to Exhibit B due to the inclusion of Federal and/or State
grant funding and financing requirements
u Firms up number of total units : 252 ESP Units (Phase I) + 120
Senior units (Phase II)
•Adds lower income units (50% AMI) offset by reduction to 60%
AMI units
•Shifts units from 80% AMI to 100% & 120% AMI
•Eliminates units with AMI of 140%
u Achieves Phase I financial debt service coverage requirements
Clarified project commitments
u Construction schedule was due in 45 days (provided)
u Six months to secure financing: to February 28, 2024
11.A.n
Packet Pg. 470 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
April 25, 2023,
Rural
Neighborhoods
Dev. Agreement
Exhibit B, Unit
Adjustment
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Packet Pg. 471 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Re naissance Hall
at Old Course –
Adjustment to
Unit Count by
Ta rget Re nt Level
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Packet Pg. 472 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Florida Housing
Finance
Corporation –
Income & Rent
Limits
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Packet Pg. 473 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Re naissance
Hall at Old
Course –Pro
Forma Rents
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Packet Pg. 474 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Re naissance
Hall at Old
Course –Project
Sources & Uses
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Packet Pg. 475 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
County Funding
Commitment –
Rural
Neighborhoods
Project
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Packet Pg. 476 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Ke y Lease
Te rms
u 99-year term lease of 21.78 acres at former Golden Gate
Golf Course
u Nominal rent of $10 per year
u County may terminate the Lease if Rural Neighborhoods
cannot secure a financial commitment for the Phase I by
May 30, 2024
u Rural Neighborhoods is required to diligently pursue and
complete construction within 30 months from the
commencement of construction
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Packet Pg. 477 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Staff
Re commendation
Item # 27183
To approve the following documents related to
the development of housing at the former
Golden Gate Golf Course: 1) Second
Amendment to Developer Agreement with
Rural Neighborhoods, Inc., 2) Termination of
Collier County Standard Form Long-Te rm
Ground Lease, 3) Collier County Standard Form
Long-Te rm Ground Lease (Phase 1 -Essential
Services Housing), HUD Lease Addendum and
Phase 1 Easement, 4) Collier County Standard
Form Long-Te rm Ground Lease (Phase 2-Senior
Housing) and Phase 2 Easement, and 5) Land
Use Restriction Agreements for each phase as
required by grant funding sources.
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Packet Pg. 478 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Staff
Re commendation
Item # 28327
To consider an Income Sharing
Agreement for Phase I, Renaissance Hall
at Old Course, at the former Golden
Gate Golf Course, allocating shared
income as follows: 50% to Renaissance
Hall at Old Course, LLC, 25% to Collier
Community Foundation, Inc., and 25%
to Collier County, the parties to the
Agreement.
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Packet Pg. 479 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment
Questions
2/27/2024
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Packet Pg. 480 Attachment: Revenue Sharing -Leases 3-26-24 rev1 (27183 : Rural Neighborhoods Second Amendment