Backup Documents 03/26/2024 Item #11C ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 1 C
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. Sally Askar, ACA County Attorney Office 31/29 " /, ,,
"4
4. BCC Office Board of County
Commissioners t!W 17,00/V
I ZY
5. Minutes and Records Clerk of Court's Office Q
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addresses
above,may need to contact staff for additional or missing information.
Name of Primary Staff Paula Brethauer, Management Analyst County Phone Number 252-2041
Contact/ Department Manager's Office
Agenda Date Item was March 26,2024 Agenda Item Number 11 C
Approved by the BCC
Type of Document Attached Rural Neighborhoods- Income Sharing Agreement Number of Original
Phase 1 Renaissance Hall at Old Course Documents Attached 1
PO number or account
number if document is to be No recording required.
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,except for most letters,must be reviewed and signed by the Office
of the County Attorney. CAO�►
4. All handwritten strike-through and revisions have been initialed by the County Attorney's NA
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the
document or the final negotiated contract date whichever is applicable.
6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's PJB
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip PJB
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC as stated above,and all changes made during PJB N/A is not
the meeting have been incorporated in the attached document. The County Attorney's an option for
Office has reviewed the changes, if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the BCC N/A is not
all changes directed by the BCC have been made, and the document is ready for the an option for
Chairman's signature. CAO N► this line.
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
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INCOME SHARING AGREEMENT
FOR PHASE 1 RENAISSANCE HALL AT OLD COURSE
This Income Sharing Agreement ("Agreement"), effective the 26+k day of /►larch ,
2024, is by and between Rural Neighborhoods, Incorporated, a Florida not-for-profit corporation
(the "Developer"), whose address is 19308 SW 380th Street, Florida City, FL 33034, Renaissance
Hall at Old Course,LLC,a Florida limited liability company (the"Project Owner"),whose address
is 19308 SW 380th Street, Florida City, FL 33034, Collier Community Foundation, Inc., a Florida
not-for-profit corporation(the "Foundation"), whose address is 1110 Pine Ridge Road, Suite 200,
Naples, FL 34108 and Collier County, Florida, a political subdivision of the State of Florida (the
"County"), whose address is 3299 East Tamiami Trail, Naples, FL 34112, collectively known
herein as the "Parties".
RECITALS:
WHEREAS, the Parties have joined together to provide an affordable and workforce housing
development containing a minimum of 250 units to persons engaged in essential services such as
healthcare, education, public safety, and other occupations (the "Project"); and
WHEREAS, the Developer and Project Owner as not-for-profit, charitable entities have
contributed corporate experience, skill, capital, and goodwill to the project and undertaken
substantial business risk; and
WHEREAS, the Foundation has contributed charitable gifts, donations, investments, and
goodwill to the Project; and
WHEREAS, the County has provided real property, grant funds, financial and other support
and goodwill to the Project; and
WHEREAS, the Parties commit to use a designated share of net operating income resulting
from the ongoing operations of the Project towards the charitable missions and governmental role
of the entities and towards the benefit of the broader Collier County, Florida community,
particularly in the matter of affordable and workforce housing.
NOW THEREFORE, in consideration of the premises and mutual promises herein contained,
the Parties agree as follows:
1. Definitions. For purposes of this Agreement, the following terms are defined below.
1.1. "Asset Management Fees" means a per annum fee of$25,000 beginning January 1st of
each year subsequent to conversion from construction to permanent loan payable by
the Project to the Developer or its affiliate, upon invoice, for annual services in
reviewing informational reports, financial statements and tax returns furnished to it for
the Project together with lender communication. The Asset Management Fee will be
adjusted on January 1st of each fifth year thereafter, to equal the product of$25,000
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multiplied by the CPI Adjustment as of the adjustment date. The Asset Management
Fee shall be payable only to the extent sufficient Cash Flow is available and any portion
of such fee which cannot be paid shall accrue without interest until there is sufficient
Cash Flow or sale or refinancing to pay the accrued amount.
1.2. "Cash Expenditures" means all disbursements of cash determined on an accrual basis
during a Fiscal Year, as defined below (excluding distributions under Paragraph 3.2),
including, without limitation, payment of taxes and insurance, payment of operating
expenses, mandatory payment of principal and interest of the Project's indebtedness
(excluding payments of principal and interest of Voluntary Loans and Operating
Loans), mortgage insurance premiums (if any), cost of repair, replacement and
restoration of the Project, amounts allocated to reserves (other than reserves funded
only from cash flow as provided herein), and payment of fees including, but not limited
to management fees. In addition, the new increase during the year in any escrow
account or reserve maintained by the Project shall be considered a cash expenditure
during the year.
1.3. "Cash Flow" means the surplus of Cash Receipts (as defined below) over Cash
Expenditures to be determined separately for each Fiscal Year or portion thereof
1.4. "Cash Receipts" means all cash receipts of the Project from whatever source derived,
including, without limitation, cash from operations and from net insurance recoveries,
but not including proceeds from title insurance recoveries, sale, or refinancing
transaction proceeds and capital contributions. In addition, the net reduction in any
Fiscal Year in the amount of any escrow account or reserve maintained by of for the
Project shall be considered a cash receipt for the Project for such Fiscal Year.
Notwithstanding the foregoing, cash receipts received within thirty days prior to close
of a Fiscal Year and intended for use in meeting the Project's obligations in any
subsequent Fiscal Year, in the discretion of the Project Owner, be deemed to be
received in such subsequent Fiscal Year.
1.5. "CPI Adjustment" means the ratio of (a) the Consumer Price Index most recently
published prior to the specified date the CPI Adjustment is to be determined, divided
by (b) the Consumer Price Index most recently published prior to the latter of the loan
closing date or prior adjustment.
1.6. "Consumer Price Index" means the Consumer Price Index for All Urban Consumers,
All Cities, for All Items (base 1982-84 = 100) published by the United States Bureau
of Labor Statistics. In the event such index is not in existence when any determination
relying on such index under this Agreement is to be made, the most comparable
governmental index published in lieu thereof shall be substituted therefor.
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1.7. "Debt Service Coverage" means for any annual period, the ratio of net cash receipts to
must-pay debt service on the mortgage loans, as determined by the accountants for the
Project in accordance with the requirements of this Agreement. For purposes of this
definition, must-pay debt service for any period shall be equal to all required debt
service (including principal, interest, mortgage and bond insurance premiums, if any,
and any other fees or expenses that are part of must-pay debt service), but shall not
include payments to be made from escrows and/or cash flow.
1.8. "Deferred Developer Fee" means the portion of the Developer Fee (as below defined)
unpaid at the time the Project construction is complete,to be paid from the Project Cash
Flow as set forth in Paragraph 3.2.
1.9. "Developer Fee"means the sum of Two Million Five Hundred Thousand ($2,500,000)
Dollars.
1.10. "Fiscal Year" means twelve consecutive months beginning on the 1st day of January
and ending on the last day of December.
1.11. "Lease-Up Fee" means a fee equal to 100% of Cash Flow payable to the Developer in
consideration for services performed in connection with the lease-up of units in the
Project prior to construction to permanent loan conversion.
1.12. "Management Fee" means an amount not to exceed four percent (4%) of the gross
rental receipts from the Project for management services in accordance with the
management agreement as approved pursuant to the HUD 221(D)(4) loan guarantee.
The Management Fee will have one percent (1%) payable only to the extent sufficient
Cash Flow is available and any portion of such fee which cannot be paid shall accrue
without interest until there is sufficient Cash Flow, sale proceeds, or refinancing to pay
the accrued amount.
1.13. "Operating Loans" means unsecured loans made to the Project by the Project Owner
or its affiliate to fund non-discretionary operating deficits occurring during any
operating deficit guarantee period.
1.14. "Program Income" means income earned by a grant recipient that is directly generated
by a supported activity or earned as a result of a Federal award in accordance with
2CFR Part 200.307, as applicable with specific grant requirements.
1.15. "Rental Achievement" means the date that all of the following conditions have been
fulfilled: commencement of the permanent financing phase; all governmental
approvals necessary for legal occupancy of all units in the Project have been received;
and 94% occupancy of the Project shall have occurred during each of the three (3)
consecutive months immediately preceding conversion, and which produces a Debt
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Service Coverage of 1.176 to 1.00 for each of such three (3) consecutive months, or as
defined by one or more mortgage lenders.
1.16. "Shared Income" means the balance of Cash Flow after the payment of items set forth
in Paragraphs 3.2.1 through 3.2.7, less credited amounts, if any, under Paragraph 3.2.9.
1.17. "Special Operating and Replacement Reserve" means funds set aside in excess of any
operating and replacement reserves required by mortgage lenders. Such reserves may
be used for the following items, including but not limited to, periodic construction or
replacement of building components, furniture, fixtures, and equipment, insurance
premiums and/or deductibles, and other items or Project liabilities, as may from time
to time be determined.
1.18. "Voluntary Loans" means voluntary, unsecured interest-bearing loan by the Project
Owner or its affiliate to the Project to sustain adequate cash flow, meet operating
deficits, maintain operations, or make capital improvements as required. Voluntary
Loans will be approved by the Parties to this Agreement said approval not being
unreasonably withheld. If the Parties to this Agreement fail to approve, disapprove or
otherwise respond to such request for approval of Voluntary Loan(s) within thirty (30)
days after receipt of the request, the Voluntary Loan request shall be deemed to be
approved.
2. Superior Debt. The Parties acknowledge the Project shall have superior HUD 221(D)(4)
guaranteed debt, other secured and unsecured debt related to the Project as well as Federal,
state, and local government grants subject to certain rules and regulations. The distribution of
Shared Income herein is subordinate to the secured interests, terms, and conditions of all
superior lenders or grantors and their requirements, including but not limited to, principal,
interest, replacement reserves, tax and insurance escrows, mortgage insurance and such other
accounts as required. Shared Income will not be distributed in amounts greater than permitted
by the debt instruments, any applicable lender or government requirement including, but not
limited to, Program Income, if any, or in an amount which would result in an operating deficit
immediately subsequent to such distribution.
3. Distribution of Cash Flow
3.1. Cash Flow will be distributed annually in arrears, provided there is no uncured event
or default outstanding or anticipated cash shortage under any Project document. The
Developer and Project Owner shall select a qualified, independent public accounting
firm experienced in real estate ventures,particularly affordable housing,to review Cash
Flow for the preceding Fiscal Year and calculate the Distribution of Cash Flow in
accordance with Section 3.2.
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3.2. Cash Flow will be distributed and applied in the following order of priority within
ninety (90) days after the end of each Fiscal Year.
3.2.1. To pay a Lease-up Fee not to exceed $350,000, prior to Rental Achievement only;
3.2.2. To pay interest on any loans, including Voluntary and Operating Loans (but
excluding Deferred Developer Fee) from the Project Owner or its affiliates, pro rata
in accordance with the amount of pro-rata interest accrued as of the date of such
distribution;
3.2.3. To repay principal of any loans, including Voluntary and Operating Loans (but
excluding Deferred Developer Fee), payable to the Project Owner or its affiliates,
pro rata in accordance with the amount of the principal balances as of the date of
such distribution;
3.2.4. To pay in full any unpaid Asset Management Fees;
3.2.5. To pay any deferred Management Fees;
3.2.6. To pay any unpaid Deferred Developer Fee;
3.2.7. To establish a Special Operating and Replacement Reserve above and beyond the
replacement reserve amounts set per annum by that debt subject to the HUD
221(D)(4) loan guarantee in an amount equal to $450.00 per unit per annum;
3.2.8. To distribute the balance, defined above as Shared Income, to be paid Fifty percent
(50%) to the Project Owner, Twenty-five percent (25%) to the Foundation and
Twenty-five percent (25%) to the County. Distributions, if any, to the Foundation
and County, will commence on the start date of the permanent financing, and shall
continue for forty (40) years, expiring on the original maturity date of the HUD
221(D)(4) guaranteed mortgage.
4. Developer and Project Owner Donor Directed Fund. The Project Owner agrees to place
one-half of its share of Shared Income into a donor directed fund established with the Collier
Community Foundation to be used by Developer and Project Owner or their affiliates towards
any and all costs associated with the acquisition, preservation, development, maintenance and
management of affordable or workforce housing located in Collier County, Florida that is
planned, under development or owned in whole or in part by Developer or its related entities.
The Developer and Project Owner will issue an annual narrative report and a CPA- prepared
financial statement on its use of the Donor Directed Fund, together with an independent CPA-
prepared organizational audit and tax return for the fiscal year.
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5. Foundation Fund. The Foundation shall establish a fund from its share of Shared Income to be
used towards any and all costs associated with the advocacy, analysis, acquisition,
preservation, development, maintenance and management of affordable or workforce housing
located in Collier County, FL in accordance with guidelines established by representatives of
the Collier Community Foundation, Moorings Park Foundation and Richard M. Schulze
Family Foundation. The Foundation will issue an annual narrative and financial report on its
use of the Donor Directed Fund, together with an independent CPA-prepared organizational
audit and tax return for the fiscal year.
6. County. The County shall use its share of Shared Income for any and all costs including but
not limited to costs associated with acquisition, development, preservation, maintenance, and
management of affordable or workforce or essential service provider housing located in Collier
County, Florida.
[Balance of page left blank intentionally. Signature page follows]
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DEVELOPER:
Rural Neighborhoods, Incorporated
By: �4-----
Stev n Kirk, esident
PROJECT OWNER:
Renaissance Hall at Old Course, LLC
By: Rural Neighborhoods, Incorporated, It's Manager
By:
Steven K' k, President
FOUNDATION:
Collier Community Foundation, 5£s. A i T a t-N £D
f-o A Co J N T E 2?,4.T'
By:
StGN-ATURE.-
Printed Name and Title:
COUNTY:
ATTEST: BOARD OF COUNTY COMMISSIONERS,
CRYSTAL'K, NZEL, Cl- , COLLIER C Y, FL RIDA
rPIA _a..=.:At./� Ara By
e asto Cla .ans , DE'UT CI ' Cluj all, CHAIRMAN
L. siynaturk rots, ,,,,' , 7
Ap • e s to f and l-,. ' y:
Sal shl r, Assistant County Attorney
r?).1/
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VELOPER:
Rural -ighborhoods, Incorpo . ed
By:
Steven Kir' sident
PROJECT ' NER:
Rena' ance Hall at Old Course, L
By: Rural Neighborhoods,Incorp. .ted, It's Manager
By:
Steven Kirk,President
FOUNDATION:
Collier Community Foundation,Inc,
By: i` Zc P, t'e . ..
Printed Name and Title: 114
COUNTY:
ATT BOARD OF CO n ` COMMISSIONERS,
CRYSTAL KINZEL, Clerk COLLIER : TY,FLORIDA
, : PUTY CLERK Chris Hall,CHAIRMAN
Approved as to form and le ' y:
Sally A. As Assistant County Attorney