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Agenda 09/23/2025 Item #16A10 (A one-year extension to obtain financing commitments for Phase II (Renaissance Hall Senior Living)9/23/2025 Item # 16.A.10 ID# 2025-2843 Executive Summary Recommendation to approve a one-year extension to obtain financing commitments for Phase II (Renaissance Hall Senior Living) of the rental development as required under the Developer Agreement and Long-Term Ground Lease with Rural Neighborhoods, Incorporated concerning the Golden Gate Golf Course Housing Project. OBJECTIVE: To implement the Developer Agreement and Long-Term Ground Lease in furtherance of the development of affordable residential rental housing at the former Golden Gate Golf Course. CONSIDERATIONS: On November 10, 2020, under Agenda Item No. 11. C, the County approved Developer Agreement with Rural Neighborhoods, Incorporated (the “Developer”) for the Golden Gate Golf Course Housing Project (“Project”) to construct at least 350 affordable residential units to meet a crisis in the affordability and availability of senior, veterans, and essential service personnel. On April 25, 2023, under Agenda Item No. 11. B, the County executed the First Amendment to the Developer agreement. Simultaneously, under Agenda Item No. 11. C, the County entered into a Standard Long-Term Ground Lease with the Developer, establishing a 99-year lease term for 23.36 acres located at the site of the former Golden Gate Golf Course (Parcel 36560040008). Pursuant to the terms outlined in Section 3.4 of the Developer Agreement, as amended, and Section 6 of the Ground Lease, the Developer is required to secure financial commitment for the initial and subsequent phases of the Project. The below, in part, reflects language in both agreements: “….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.” Specifically, firm commitments for Phase II of the rental housing project were to be obtained by October 11, 2025. Rural Neighborhoods’ 2024 application to obtain financing through Low-Income Tax Credits was not successful. They intend to apply again in the state’s 2025 funding round. Staff has since received a formal request from the Developer seeking a one-year extension of this deadline, to October 11, 2026, in order to pursue Low-Income Tax Credits through the state housing finance agency. This item is consistent with the Collier County Strategic plan objective to support comprehensive affordable housing opportunities. FISCAL IMPACT: There is no fiscal impact associated with this action. GROWTH MANAGEMENT IMPACT: This item assists Collier County in addressing goals and objectives in the Housing Element of the Growth Management Plan. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality and requires a majority vote for Board approval. -JAK RECOMMENDATIONS: To approve a one-year extension to obtain financing commitments for Phase II (Renaissance Hall Senior Living) of the rental development as required under the Developer Agreement and Long-Term Ground Lease with Rural Neighborhoods, Incorporated concerning the Golden Gate Golf Course Housing Project. PREPARED BY: Cormac Giblin, Director, Housing Policy & Economic Development Division Page 1140 of 3896 9/23/2025 Item # 16.A.10 ID# 2025-2843 ATTACHMENTS: 1. RHSL Extension Correspondence 2. EXECUTED DEV AGREEMENT 1st AMENDMENT 4-25-23 3. Filed Long-Term Lease Page 1141 of 3896 Page 1142 of 3896 Page 1143 of 3896 Page 1144 of 3896 Page 1145 of 3896 Page 1146 of 3896 Page 1147 of 3896 Page 1148 of 3896 Page 1149 of 3896 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. 2. 3. County Attorney Office County Attorney Office n141 7723 4. BCC Office Board of County Commissioners CI b,/i3 V 2777 5. Minutes and Records Clerk of Court's Office f'tD rth 23 PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addresses above,may need to contact staff for additional or missing information. Name of Primary Staff Paula Brethauer,Management Analyst Phone Number 252-2041 Contact/ Department County Manager's Office Agenda Date Item was April 25,2023 Agenda Item Number 11 B Approved by the BCC Type of Document Attached Rural Neighborhood Developer Number of Original Agreement Amendment Documents Attached 1 PO number or account number if document is to be afroeteteei40O ', % recorded c . 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?611p OD 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 \nL signed by the Chairman,except for most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's NA Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the PJB document or the final negotiated contract date whichever is applicable. 6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's PJB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip PJB should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC as stated above,and all changes made during PJB N/A is not the meeting have been incorporated in the attached document. The County Attorney's an option for Office has reviewed the changes,if applicable.this line. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,N/A is not all changes directed by the BCC have been made, and the document is ready for the `7hj 1 an option for Chairman's signature.n this line. 1: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 c,C Sigma copti -o ;t.nn f't 71(Page 1150 of 3896 FIRST AMENDMENT TO DEVELOPER AGREEMENT GOLDEN GATE GOLF COURSE HOUSING PROJECT) This FIRST AMENDMENT TO DEVELOPER AGREEMENT ("AMENDMENT") is entered into this 025+day of cA.2023 (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 through a Development Agreement dated November 10, 2020, attached hereto as Exhibit "C", 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, 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, the Developer and County desire to exclude the Greenway identified within the Residential Tract located on the Master Concept Plan of PUD Ordinance No. 2022-13, from the property to be used by Developer and accordingly amend the legal description identified as Exhibit "A"to the Developer Agreement; and WHEREAS, the Developer and County additionally desire to amend the Unit Total and Types and Income and Rent Target Goal as set forth in Exhibit "B" to the Developer Agreement; and WHEREAS, the Developer and County further desire to amend the construction time. NOW, THEREFORE, in consideration of mutual benefits and the public interest and other good and valuable consideration the Developer Agreement is amended as follows: 1. The legal description and sketch set forth as Exhibit "A" of the Developer Agreement is hereby replaced by Exhibit"A,"attached hereto. 2. Unit numbers, types and median income qualifications as set forth in Exhibit "B" of the Developer Agreement is hereby amended as shown below. 3. Paragraph 3.4 of the Developer Agreement is deleted in its entirety and replaced with the following: Page I of 6 t'S-Th'\) Page 1151 of 3896 3.4 Within 45 days of the Effective Date of the First Amendment to Developer Agreement, Developer agrees to provide a timeline of the anticipated schedule for each Phase of construction of the Project and will provide the County with any significant changes to such schedule. If Developer is unable to secure a commitment of project funding for an initial Phase within six(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 County may exercise its option to terminate this Agreement. Should Developer be unable to secure a commitment of project funding for the initial Phase within six (6) months, an additional six (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 (6) months, without the necessity of obtaining approval of the Board of County Commissioners. Remainder of Page Intentionally Left Blank Signature Page to Follow Pagc2of6 rpU Page 1152 of 3896 IN WITNESS WHEREOF, Developer and County have hereto executed this FIRST AMENDMENT TO DEVELOPER AGREEMENT on the day and year first above written. AS TO THE DEVELOPER: Rural Neighborhoods, Incorporated, a Florida not-for-profit corporation Witness (signatur By:w / teven it , ,it ent 1)4 • AO A print name) Witness (signature) J •-.)4.)%F'e(C. . 3i.._L_r€b'o print name) AS TO COUNTY: A rTFsI n BOARD OF COUNTY COMMISSIONERS, CRY;gl-Al, K. KI- 1:2•6 .Clerk of Courts COLLIER COUNTY, FLORIDA C 1 r 7/24:?-----,_ 4 ttest'as to Chat man' , D•$ ty C 7 Rick LoCastro, Chairman sipatUTe flil(3\'I Approve. :s o it 4 and legality: 4Imo.. 4 Jeffrey A. l atzi w, ounty Attorney Page 3 of 6 Page 1153 of 3896 EXHIBIT A—Legal Description U PROPERTY DESCRIPTION A PARCEL OF,.No I1NG W11.N 1PRCI '4'.GOLDEN FATE L74R 8.PAR'I,AS NILONIIEO IN:TA. 0:,0A 5.PACES 147 1,180,149 IGI AND I•5AC1'4",CONCH GATE UNIT B YAW.'1.AS PLEONO(O N P,AI IXMK 9.PAGES 10)4'NR040T,117.FROTH DI'II! PORK77(0 4C'CC COLKR COUNTY,FLORL1A BEGIN Al 'HI SOUIHEASI CL7(NEN O MAC!'A',GOLJEN GAZE 4141 8.PART 1,AS RiCU6110 9.1.AI R(10N 5 PAGES 147 IMEDIIG.. !Si.1AM,12 RECOPOS OF COWER CUUNIY Tv1'10190A; PENCE ALONG THE 8011.0AR'Or SRO TRAIL 'A'IL*HIE TO.I.0WRC 4 COLRSES ANC C'STANC(S, I)SOON Ar52'23'WEST,4 DISTANCE 04 332.63 FCC;77 1 K'A:EN09111OO'31'34'REST.A P5IANCC Or 25975 RET 10 A PONE CV A CURIE 75 ME,EFT;,1)OPNrl NORRnR(SIEPLY 7902 FEET HONG .1! FRC Cl SAC CURVE,HA'ANO A ._RAI01IY 11 S000 FEET,A CENTRAL ANGLE OF 91'35'35'.(C'10190 REARING NORM 4519'70-NEST.4 DSTAHCC OF 71.69 FIFO,4)THENCE SCUM 8752'43'YA177' A INSTANCE Or a233.55 FEET.0.5F9EE ALONG THE 11104r4APT OF 900 TRACT'A-AND THE EX1(9510N f•f1401,NORTH IPT31'33-14E51,A 01S1ANCE OF 1.750.1S RR.11I1NCE NOP.,69'2911 EAR!. yAOSTANCEOF56386FEET;THENCE SOUTH 0726'59-(AS',A 00124117.Cl 9659)flt.t,THENCE SOUTH 8919'40'NEST,A 015104CL CF)21 FEET:THENCE SONAR O7.AO'19'EAST,A 0,STANCE OF 350,19 FEET.THENCE SOWN 0138'53'EAST,A nr....CR 04 666.53 FEET,THEME NORTH 8F41'10'EAST.A PUMICE OF 77.45 IEEI 10 A RONT ON TIE BOUNDARY b Or THE MORFNENIIOMD 01471'A;0-ENCE ALONG 4J}3 BOLYOARI;THINLY AI.(7H:"AO(4KINONTT,SOUTH CO'I8'56'EAST,A OSI44Or CA 30.C1 FEET TO INC P05,1 OF BEGN+NWG, 4 ASS AND EXCEPT AIJNENCWC AT THE NORTHEAST CORNER OF MKT •4-,GnLOCN GAME UM'8,PART I.AS RECORDED N PLAN 800K 5.PACES TA,M901.01 151,OT III AURI)(NLC)Vf, OfCOLLIERCOUNT...FT ORN• MONK ALCM MA NORTH ENE OF SAE 1RACI 'A'1Y,9M 6T'S7'43'IASI.A DSMNCE Or 27371 FEET. THENCE 001N11WC SATO 1,C4TH LINE SOWN V'O!'11'(AST.A PSTRMC OF 54.97 FEET ID THE PONT OF NIGINMNG 0• IN(PARCEL Cr NANO NEREN OESCR8F0. THEN., SCUT/1 012003'LAST,A C5E9NCC Cr 34793 FIT':THEN::, SOWN 111630,1 Al SI.A L'SIAIK[LX 120.00 FEEL THENCE NORTH IST76R3'REST.A.DISTANCE CF II.VO 3yLEETHENCE5OU`7 843U57'H1S1.A TKS!ANCI 0 5'92 FEET,THENCE SOUTH 46'1,CI WEST A D51NR:1 CR 7007 TELT,'HENEE SOJ-H 89'3057'NEV.A OSIAACI.01 7661 (7FEET,'HENCE NEW.,00'2307'REST.A O5IANCE Or 350.15 FE(7,1HCNCF w.IPIH 69'305 LAST.A DSUNCC OF 271 76 FITT 10 TH!PIN!(9 OLG9NNG. H7.C041AN1A:75.6 ALMS.WWI.UN.W7 NOT€S. I. BUNR405 SFKIRNI HEREON AN( BASED ON !NI SIAIE .,M4l C00RMATE 51S7ER ES'HS1M1'16(1 11 '11L ANATIONALG100ETICS'..I7w7 100 ILORL11 CAST ZONE, '9133 041UU W,Tr 199C AJ..511,FN1 OOIMNEO IITUZIIO 1R'9, 01,S (705LWA1gN5 IPN 15!E FOOT NE7WORA MA RE1ER 70 THE FAST 1 INL OF BLOCK 278, GOLDEN GATEUNIT6. PART I. A5 RECORDED •4 TVA' 800A 5, PALES 14! 1.11JOJCI, 151, OF THE PUBLIC RECORDS 0.' CUI tIEN CDJN1Y,F1041AM AS RCN;II C431'33'YI. 4.R y6A,4. 5 2 09AEN00NS SH0.44 HE RION ARE'NI WU.S.SURVEY FEET OYU OLCLS 'HEREON Dq'A r-A:•1• DMVN WI 1(10 ' 3 11US StLIC11 RAD OESOPIPTON ,5 7Q3 V,40 WITHOUT T4 OR13P44 t1ULSIGNATUHF .NC SLAT CN 144 DOTAL 0405 A qq OYI SK)NArURE AND 0611AL SEAL C4 A ICENSEO FLORIN SUNK-TOR M.)WARPS" 'AC A001110NS 0R CELET'ONS TO1,15 SURVEY PAR ARE PERIMETERWITHOUT T+A FOP910S11:'M8!IE5 CONSENT OF 1Nr SIGNING PARTY 709 cTm1 WAX n MAN. NA 0Ni CUTE 14201R71 s a.%3'11J2 -,EM'RO nCA.!A)1P^'7}.IK6N` A.141)5(7-450147:NAAY.w NOT A SURVEY• wear., `,a 1 N SKETCH AND DESCRIP 1ION oIa`43 HL..,.An11,11., 1.;e, F'" R•"'` y l ritdyi4llnor UnA1EE, i1I^ APARCEL OF LANDFAIII H.,A' sal I:RK1 1A • Lund SI1nrWro . Plnnnnr9 • Ia01Lt(Dpe.Sr1h11Rr(A LYING IN 3 /;` , Al,' a 11' .,.,4 a„A 1...u1 1 n •N.• TOWNSHIP 49SOU H.TIONRANGE 26 EAST !} 19 ins::,'"' 4i'9eR -q--Rtee 71P 911 1 n 1 .I..r...a.T,•o,POO MEW m A l 004 owl COLLIER COUNTY,FLORIDA 1 1AYA.I bryF IA IS POO P.O.C. COIEIER BOULEVARD(SR PSI)UL 4 C" IT 1'I•rl I Po.D 1 1•1 I LEGEND: CURVE TABLE I AI h• I = 200 1111 'L.' • H,.I.'EE E.E'.C I: I I 1 1r'.'E. 1.'L• -LE . r I SKETCH AND DESCRIPTION DRAM It cr.. Ura u-\Ifnor U.,.A 119.-.4,14..,.a H+.r.nor tJD 'I 3.T1R A1.Ad u, A PARCEL OF LAND 1 .09 C0021 A9G0R.Y14.1.I00.f1,rtM,211 It CILII YRYmeN: • Land Surveyor: LYING IN O SCALE17 -e3Wr. Planner. • LanikaaDe Ara n:cm SECTION 27 nary Vn'ATa '•1 4n 1NA11900$9I aw WAY I19099191 Bosom Le 11000:11. TOWNSHIP 49 SOUTH.RANGE 26 EAST p nLE' 224119.9c en.9Nw91:7».M7IIw H••E:.,I,Ws,"cos rot Liam.=».R u9D. e6 COLLIER COUNTY.FLORIDA 1z ,KC, 1 07 2 Page 4 of 6 CEO, Page 1154 of 3896 EXHIBIT B Unit Totals and Types Minimum Number of Units Maximum Number of Units350 400372Overall) Overall) Target Number of Senior Units 100 Target Number of Senior Units 400-120 Target Number of Essential 250 Target Number of Essential 300 252ServicesUnitsServicesUnits Note: Five percent (5%) of Senior and Essential Services units shall be targeted to persons considered to be veterans. Income and Rent Targeting(Goals) Seniors Income Target Rent Percent Minimum # Maximum # Note: Developer may elect AMI Level Set-Aside of Units of Units to use IRS§42Income- 3028% 3028% 10% 10 N/A 12 Averaging as a set-aside 60% 60% 90% 90 NIA 108 election in 4% or 9% Housing Credit transactions. Its election enables income levels to he set-aside between 60%- 80%AMI, balanced by units set-aside below 60%. Essential Services Income Target Rent Percent Set- Minimum # Maximum # Note:All units shall be AMI Level Aside of Units of Units rented with priority given 6050%60-%-50%9% 20-22 24-22 to Essential Service 80% 80% 2- %-1 1% 63-28 28 Personnel employees. 1.00% 0v0 7 4 112 171 ESP Occupationaloa120% 100% 0%-80% 0-200 0 202 preference izzc a I10'4,, 190 o I0% 2.5 3.0 Tier I: Healthcare, Education and Emergency Services Tier 2: - Government Income Targeting Criteria Developer shall undertake best efforts to obtain project financing that enables Developer to construct residential rental units that meet the Income and Rent Income Targeting Goals shown in the charts above with particular emphasis on Target Rent Levels indicated in Column 2. Developer agrees to a maximum Debt Service Coverage ratio (DSC) of 1.25 DSC; DSC ratios in excess of 1.25 shall require Developer to reduce initial rents to a level that results in a debt service coverage ratio not greater than 1.25 DSC. The intent of this requirement is to reduce rents and bringing projected rents closer to the Income and Rent Targeting(Goals.)ai s. Page5of6 c0 Page 1155 of 3896 Local government shall undertake best efforts to obtain Federal, state,and other housing resources, impact fee deferrals or alternate means of off-site improvements to enable Income and Rent Targeting Goals to be achieved. Developer shall also undertake best efforts to obtain additional grant and/or equity contributions from participating Foundations and others to enable Income and Rent Targeting Goals to be achieved. The parties agree to a mutual review of pro forma total development costs,and incomes and expenses projections prior to Developer accepting a financial commitment from an outside lender and/or equity investor. The parties agree to the inclusion of the participating Foundations in the mutual review. The parties further agree that excess profits of the Development (should there be and will be directed to a trust fund at the Foundation ifi-partnership-with-Col-lier-Gennty,dedicated solely to the development or preservation of affordable housing in Collier County as further defined in one or more MOUs between the Foundation, Collier County,and Rural Neighborhoods to be presented to the Board of County Commissioners prior to loan closing. Grant funds provided by Collier County, FL are subject to Federal and state rules and regulations including, but not limited to, Program Income as applicable. Page 6 of 6 0,01 Page 1156 of 3896 tic Exhibit "C" DEVELOPER AGREEMENT . GOLDEN GATE GOLF COURSE HOUSING PROJECT) 1^ THIS DEVELOPER AGREEMENT (the "Agreement") is made as of the lf day of Nerv-e^A.1) t, 20 (;)by and between Rural Neighborhoods, Incorporated ("Developer") and Collier County,a political subdivision of the State of Florida(the"County"). RECITALS WHEREAS, On December 10, 2019, the Board of County Commissioners approved issuing a solicitation for interest to develop an approximately 27-acre tract of land for affordable housing. The parcel is more commonly described as the Golden Gate Golf Course (Folio 36560040008). The legal description of such real property is attached hereto as Exhibit"A" the "Property") WHEREAS, On December 13, 2019, Invitation to Negotiate (ITN) No. 20-7698 was opened on the Collier County Procurement Services Division Online Bidding System with the intent of obtaining proposals from interested and qualified vendors in accordance with the terms, conditions and specifications of the ITN. WHEREAS, On January 28, 2020, Developer submitted a timely response to ITN No. 20-7698. The County received a total of 6 responses from interested developers. WHEREAS, On June 9, 2020, Developer was selected by the Board of Collier County Commissioners to enter negotiations for the development of the Property pursuant to solicitation ITN No. 20-7698;and WHEREAS, the County intends to, pursuant to Florida Statutes, Section 125.379, to lease the Property to Developer(or its successor and assigns),pursuant to a 99-year ground lease the "Ground Lease"), for development and use by Developer (defined below) to improve the Property, with such improvements to include, but not be limited to affordable residential rental units;and WHEREAS, Developer may intend to apply for additional financing from Florida Housing Finance Corporation ("FHFC") under FHFC's competitive Request for Application process or other public and private sources. WHEREAS, Developer and the County desire to memorialize the terms and conditions pursuant to which Developer will improve the Property, and the manner in which any related escrow account shall be established;and NOW, THEREFORE, in consideration of mutual benefits and the public interest and other good and valuable considerations, the receipt and sufficiency of which aro hereby acknowledged,the parties hereto agree as follows: 1 Page 1157 of 3896 tic Section 1. Recitals. 1.1 The above recitals are true and correct, are hereby incorporated herein by reference, and form a material part of this Agreement. All Exhibits and Developer's submission to ITN 20-7698 are hereby incorporated herein by reference and accordingly deemed a part of this Agreement. Section 2. Ownership. 2.1 Developer will form one or more single-purpose legal entities (the Project Owner") to serve as applicant entities which will seek phased development funding from FHFC or other public and private sources to own the planned phased development. Section 3. Design and Construction;Timeline. 3.1 Developer plans to use the Property (i.e. the land allocated to this Project and described in Exhibit A herein) for construction of affordable housing for Seniors Veterans and Essential Services Personnel. The development shall be composed of one or more buildings, with at least 350 units (the "Project")with on grade parking. The Developer may he entitled to develop additional units in accordance with applicable land use requirements not to exceed the number allowable under the PUD. Units shall include features such as solid surface countertops; plywood cabinets; ceramic and/or vinyl plank flooring; full-size Energy Star appliances including range, refrigerator microwave, and dishwasher; and LED lighting or equivalent. Community amenities will consist of a minimum of on-site management and maintenance; clubhouse or multipurpose community room; interview or exam room, swimming pool; fitness center; media/computer room; and outdoor tot lot. Developer agrees to cause the design, permitting, and construction of the Project to be completed at its sole cost and expense in accordance with those plans and specifications approved by the County. 3.2 Developer agrees that any improvements on the Property will only include the Project and not any commercial development or outdoor storage. 3.3 Developer may cause the Project to be constructed in phases. Upon approval of the plans, specifications, and permits by the authorities having jurisdiction over the Project (the "Governmental Authorities") and approval of financing by others, the Project Owner shall promptly construct the Project. In so doing, the Project Owner shall: (a) comply with the permits and all other applicable laws, approvals, codes and requirements of orders promulgated by all Governmental Authorities (the "Approvals"), (b) perform all work in a safe and workmanlike manner, and(e) ensure construction commences and is substantially complete in accordance with the.Approvals. 3.4 Developer agrees to provide a timeline of the anticipated schedule for construction of the Project and will provide the County with any significant changes to such schedule. If the Developer is unable to secure a commitment of project funding for an initial phase within 12 months from the effective date of final approval of land use as evidenced by PUD approval the County may exercise its option terminate this agreement. Should the Developer be unable to secure a commitment of project funding within 12 months,an additional 2 Page 1158 of 3896 t, 12 months may be granted by the Board of County Commissioners at its sole discretion. Should Developer obtain a commitment towards the initial or any subsequent phase and commence construction on that phase within twelve (12) months, Developer shall be granted an additional twelve (12) month period to obtain a commitment of project financing towards and additional phase and so on until build out of the Development. The above referenced deadlines may be extended at the discretion of the County Manager or designee up to six months. Section 4. Rent and Income Restrictions. 4.1 Developer commits to restrict all units in the development in accordance with attached Exhibit B, "Unit Income and Rent Breakdown". Exhibit B,"Unit Income and Rent Breakdown" may be amended by up to 10% by the County Manager or designee; amendments greater than 10%shall require approval by the Board of County Commissioners. Section 5. Environmental Provisions. 5.1 Developer has inspected the Property, is familiar with the condition of the Property, including the underlying environmental conditions, and based on the foregoing, and subject to receipt, review and acceptance of all County reports below agrees to accept such Property "as is" and with all faults, and assumes all risks associated with pursuing the Project in accordance with this Agreement and all applicable law. In inducing the Developer to accept Property "as is", the County shall provide to the Developer all environmental, engineering, feasibility and other reports in its possession or ordered necessary for determination that the Project can be constructed at the Property. Developer will have thirty (30) days from the Effective Date of approval of the property's Intent to Convert to accept or decline to proceed. By mutual agreement, Developer and County may extend this period for an additional thirty (30) days to allow Developer to have its own inspections performed. In case of an issue arising from any report or condition, Developer and County agree to attempt to negotiate a resolution for not less than thirty(30)additional days prior to termination of the agreement. 5.2 Developer shall not(a) knowingly cause or permit the escape, disposal or release of any hazardous substances on the Property, or(b)knowingly allow the storage or use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such substances or materials on the Property, or (c) knowingly allow any such materials or substances to be brought onto the Property except to use in the ordinary course of Developer's business or by lessees of the residential units. Section 6. Utility Costs and Related Improvements. 6.1 The County will not be required to make improvements or incur any costs in connection with the development and maintenance of the residential Project, including roads, sidewalks, landscaping, storm water facilities, etc. All costs associated with any connectivity or upgraded service for water, sewer or other utilities for the benefit of the project, including any traffic signals, and the installation and costs of those improvements, if and when required, shall be at the sole cost and expense of Developer. r: ,y Page 1159 of 3896 11G 6.2 The County acknowledges the ITN noted financial support such as impact fees and grants may be available to the selected developer through separate local government action and represents in good faith its willingness to assist Developer in identifying any such financial assistance available. Section 7. Performance of Development. 7.1 The Project will be constructed in a good and workmanlike manner and in compliance with all applicable laws, at Developer's sole cost and expense. The Project Owner shall be responsible for obtaining all governmental permits, licenses and approvals necessary for the construction of the Project. Developer shall be responsible for all applicable impact, building, and utility connection fees imposed by any governmental authority, except for the governmental authority's ability to defer such fees, with respect to the Project and Developer's use thereof. Without limiting the foregoing, during any periods of construction, maintenance or repair of the Project,Developer will monitor all construction,maintenance and repair activity on the Property to ensure compliance with the requirements contained herein. Section 8. Performance Bond. 8.1 Developer shall cause its general contractor to furnish a payment and performance bond in form and substance satisfactory to the County in amount equal to one hundred percent (100%) of the construction costs for each phase of the Project as certified by Developer's engineer of record or general contractor,which shall be issued by a surety having a credit rating of"A"or higher. Section 9. Early Termination and Ground Lease Requirements 9.1 The Developer shall deliver to the County the construction timeline provided to the construction and permanent lenders, investor and/or the tax credit equity partner, if any. Each month the Developer shall provide a construction progress certificate and if the construction schedule is 6 months or more behind the construction timeline, the County may replace the Developer with another developer with the necessary experience to complete the Project, provided; however, before replacing the Developer, the County shall have the concurrence of the construction and permanent lender, investor and/or tax credit equity partner. In addition,the County shall provide the construction and permanent lender, investor and/or tax credit equity partner a reasonable period of time to cure identified Project delays before commencing such action. 9.2 Developer and County acknowledge a ground lease shall be used to convey the Property and that the form of such conveyance must be financeable,e.g. tenant shall be able to utilize the ground lease as collateral in the normal course of business. Any ground lease shall provide that if a lender or investor were to foreclose because of tenant's default, the lender or investor shall be able to succeed the tenant's rights under the lease. Similarly, such ground lease shall require the County to file appropriate notice of any tenant defaults and provide ample opportunity for the lender or investor to cure these defaults before termination of the ground 4 Page 1160 of 3896 tic lease. The County shall have an obligation to enter into a new lease with the lender or investor on the same terms and conditions as the original ground lease if the ground lease is terminated upon tenant's default or in the event of the rejection of the ground lease in bankruptcy. Section 10. Assignment. 10.1 County acknowledges that sources of public or private financing including, but not limited to,Florida Housing Finance Corporation may require the Developer to form one or more single purpose entities ("SPE") to seek and secure funding. Developer may assign this Developer Agreement without the prior written consent of the County to the SPE whose majority member or partner shall be an affiliate of Developer. Affiliate is herein defined as a single purpose legal entity controlled, through membership or general partnership interest, by Developer. Developer must provide written notice to County of any assignment to an Affiliate within thirty(30) days of such conveyance.Any purported assignment to a non-Affiliate without the express written consent of County shall be considered void from its inception. It is hereby acknowledged and agreed between the parties that all covenants, conditions, agreements, and undertakings contained in this Agreement shall extend to and be binding upon the respective assigns of the respective parties hereto. The Developer may also assign a portion of the Property to an affiliate without prior written consent of the County in order to facilitate phased development.Definition of affiliate shall be in accordance with this paragraph. Section 11. Public Records. 11.1 Developer understands that by virtue of this Agreement all of its documents,records and materials of any kind,relating to the relationship created hereby, shall be open to the public for inspection in accordance with Florida law. If Developer will act on behalf of the County, as provided under section 119.011(2),Florida Statutes,Developer, subject to the terms of section 287.058(1)(c), Florida Statutes, and any other applicable legal and equitable remedies,shall: 11.2 (A) Keep and maintain public records required by the County to perform the service. 13) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Florida law. C) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Developer does not transfer the records to the County. D) IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING 5 0 1 Page 1161 of 3896 TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Collier County Board of County Commissioners Communication and Customer Relations Division 3299 Tamiami Trail East Suite 102 Naples,FL 34112 239)252-8069 Publ icRccordRequest(a,col l iercountyfl.gov Section 12. Miscellaneous. A) Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings between the parties hereto, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, express or implied, oral or written,except as herein contained. B) Pronouns. All pronouns and any variations thereof shall he deemed to refer to the masculine, feminine and neuter, singular or plural, as the identity of the party or parties,personal representatives,successors or assigns may require. C) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one-in-the-same instrument. D) Governing Law; Venue. This Agreement shall be construed and interpreted according to the laws of the State of Florida, and all duly adopted ordinances, regulations,and policies of the County now in effect and those hereinafter adopted.The location for settlement of any and all claims, controversies, or disputes, arising out of or relating to any part of this Agreement, or any breach hereof,shall be Collier County,Florida. E) Binding Effect.This Agreement shall be binding upon and enforceable by and against the parties hereto and their beneficiaries, heirs, successors and assigns and shall be deemed to "run with the land." This Agreement shall also inure to the benefit of both parties hereto and their respective beneficiaries,heirs,successors and assigns. F) Recordation.This Agreement may be recorded by Developer in the Public Records of Collier County, Florida, and successors, heirs and assigns of Developer, including but not limited to builders or developers, shall be hound by the terms of this Agreement, and shall likewise be entitled to its benefits. G) Notice. Any notice to be given shall be in writing and shall be sent by certified mail,return receipt requested,to the party being noticed at the following addresses: 6 k'CNO i Page 1162 of 3896 c If to the County: Collier County Procurement 3295 Tamiami Trail East Naples,Florida 34112 and: Collier County Community and Human Services 3339 Tamiami Trail East#211 Naples,Florida 34112 Attention:Director with a copy to: County Attorney's Office Collier County 3299 Tamiami Trail East, Suite 800 Naples,Florida 34112 Attention:The County Attorney If to Developer: Z o ra 1 Nei qti bo!hood, 3os 3 4 3S4q F1-04 de.- Cih1FL 33ea3y Attention: .S-Icv r, IC'r"k with a copy to: Si vtf s igo 2oc S. e .Scq yk1(_ t3/ud,4'4iOQ w1i4•n FL 3313i Attention: t o bee-- II) Cooperation. The County and Developer each covenant and agree to mutually cooperate with one another in good faith, and to execute and deliver such other or additional documents and instruments as may be reasonably requested in order to effectuate the agreements set forth herein. I) Effective Date. This Agreement shall become effective upon the date the last of the parties to this Agreement executes this Agreement(the"Effective Date"). 3) Conflicts. If and to the extent there is a conflict between the terms and conditions of this Annexation agreement and the terms and conditions of any staff reports or summaries or letters of approval related to or pertaining to Developer Property, the terms and conditions of this Agreement shall control. Section 12. Alternate Dispute Resolution 12.1 In case of a dispute concerning this Agreement or the Development, the parties agree to attempt in good faith to resolve the dispute amicably prior to commencing litigation.If a dispute cannot be resolved in 30 business days,the parties will commence ii 7 CND Page 1163 of 3896 1r informal or formal mediation with a neutral person agreed upon by the parties who is familiar with the subject matter of the dispute. If they cannot agree upon such a person within 15 business days thereafter, they will request the Chief Judge (or designee) to appoint a qualified Mediator. Mediation will commence within 10 business days after agreement or appointment of the Mediator and be completed with 30 days thereafter. The parties may expand the deadlines upon mutual agreement.The parties will share equally the cost of the Mediator. Signature Pages Follow] 8 N;Jl Page 1164 of 3896 1 I 1 c IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and i year below their respective signatures. Signed, sealed and delivered 674/04100(.5 47/t/9 Vl441 In the presence of: y., 7 7 j 7:*---' /" X--1>L1-'`'-- 7.''/- 7'...044:-.4 - ----"' ;By: Name: 4C e/L r} 7 / 1Date:2t, Printed Name e U, e'Sr, el(7C e'c Printed Name STATE OF FLORIDA COUNTY OF /e, fidiA The for going instrum nt was acknowledged before me means of physical prese e thi W day of 2 by JLlieirr. as the e of a r'/f•fl e,,/ s J. 1`sl' " *' ' who is personally known to me or — who produced as identification. Notary stam /seal) otary Public 1.4."',\LISA TORRES My Commission Number:c.G."i 9 401 jr 's:, Notary Public•State of Florida t MyCommission expires:;, r' j Commission I GG 279609 3(!/p D, t ....orn5 My Comm,Expires Mar 21,2023 I „ 'Bonded lhrouth National Notary Assn. Amsearmweeemernumweaseilmoomi v Page 1165 of 3896 1 1! Signed,sealed and delivered Collier County,a political subdivision In the presence of: of the State of Florida 4,3e./XA--e-ou.ga"-- By: Name: 1 S u r -t- l,. . .SG,u rick"- S Date: I t , t Q \aoa 0 Printed Name Printed Name I z '1 S 1 aQ Q STATE OF FLORIDA a c--IA COUNTY OF COLLIER 4 The foregoing instrument was acknowledged before means of physical presence this day of 20 ,by f____ 1 as th of Collier County, a political subdivision of the State of Florida, who is ersonally known to me or who produced s identification. Notary stamp/seal) Notary Public My Commission Number: My Commission expires: ATTEST Approved as to form and legality CRYSTAL K.KINZEL,CLERK BY:_ "`""'` LL`QC i Asat nt County Attu Y p'1-iy./ ttsf as to Chairman's ti!.:77,t!iT only. i :rem;s 1 ej Acenda !i..10-Date 1 Date Y a-voRec'd au Deputy r,,,r! tt'UY41:L N Ol Page 1166 of 3896 tic I 1 a a Rm. Lti Mq tf-.W p m co & N 00 F r 3__ zgcIRR t z Q F- Qo ( r ffo onnzoZt7w6 w WpO pp uaaLL3 LL. 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Page 1168 of 3896 EXHIBIT B Unit Totals and Types Minimum Number of Units Maximum Number of Units 400Overall) 350 Overall) Target Number of Senior Units 100 Target Number of Senior Units 100 Target Number of Essential 250 Target Number of Essential 300ServicesUnitsServicesUnits Note:Five percent(5%)of Senior and Essential Services units shall be targeted to persons considered to be veterans. Income and Rent Targeting Goal Seniors Income AMI Target Rent Percent Minimum# Maximum# Nola:Developer moy elect to use IRS Level Set Aside of Units of Units .442Income-Averaging as a set-aside election In 4%or 9%Housing Credit 30% 30% 10% 10 N/A transactions. Its election enables 60% 60% 90% 90 N/A Income levels to be set-aside between 60%-B0%AMI,halonred by units sel-aside below 60%. Essential Services Income AMI Target Rent Percent Set- Minimum# Maximum# Note: All units shall be rented with Level Aside of Units of Units priority given to Essential Service Personnel employees. 60% 60% 8% 20 24 80% 80% 25% 63 75 ESP Occupation Preferences include: 100% 80% 57% 142 171 Tier.1-Healthcare,Education, 120% 100% 0% 0 0 Emergency Services 140% 100% 10% 25 30 Tier 1-Government Income Targeting Criteria Developer shall undertake best efforts to obtain project financing that enables Developer to construct residential rental units that meet the Income and Rent income Targeting Goal shown in the charts above with particular emphasis on Target Rent Levels indicated in Column 2. Developer agrees to a maximum debt sere ce coverage ratio of 1.25(DSC). DSC ratios in excess of 1.25 shall require Developer to reduce initial rents to a level that results in a debt service coverage ratio not greater than 1,25 DSC. The intent of this requirement is to reduce rents bringing projected rents closer to the Income and Rent Targeting Goal)amounts. Local government shall undertake best efforts to obtain Federal, state and other housing resources, impact fee deferrals or alternate means of off-site Improvements to enable Income and Rent Targeting Goals to be achieved. Developer shall also undertake best efforts to obtain additional grant and/or equity contributions from participating Foundations and others to enable Income and Rent Targeting Goals to be achieved. The parties agree to a mutual review of pro forma total development costs and Income and expense projections prior to Developer accepting a financial commitment from an outside lender and/or equity investor. The parties agree to the inclusion of participating Foundations In the mutual review. The parties further agree that excess profits of the Development(should there be any)will be directed to a trust fund at the Foundation In partnership with Collier County,dedicated solely to the development or preservation of affordable housing in Collier County. r'0j Page 1169 of 3896 COLLIER COUNTY STANDARD FORM LONG-TERM GROUND LEASE This Long-Term Ground Lease ("Ground Lease") is entered into this a 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 Page 1170 of 3896 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 Page 1171 of 3896 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. Page 1172 of 3896 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 Page 1173 of 3896 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 Page 1174 of 3896 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 Page 1175 of 3896 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 Page 1176 of 3896 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. Page 1177 of 3896 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. Page 1178 of 3896 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. Page 1179 of 3896 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 Page 1180 of 3896 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. Page 1181 of 3896 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 Page 1182 of 3896 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 re)By: l7071i1if2'10O ir , ' :ent print name) Witness (signature) print name) Page 1183 of 3896 BOARD OF COUNTY COMMISSIONERS, AS TO THE,> ESSOR: COLLIER COUNTY, FLORIDA ATTEST. CRYSTAL K. KINZl , Clerk By: Rick LoCastro , CHAIRMAN Wl est as to dili,it!rIlm s D signature'cnty Approved ;s Q °; '1 and legality: I J Jeffrey A.F tz, ;w,`ounty Attorney Page 1184 of 3896 ZOO'7's-681-zz\s7v037 .' 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LW._ 0) N O 5 Page 1186 of 3896 EXHIBIT B Unit Totals and Types Minimum Number of Units Maximum Number of Units Overall) 350 Overall) 372 Target Number of Senior Units 100 Target Number of Senior Units 120 Target Number of Essential Target Number of Essential Services Units 250 Services Units 252 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 Page 1187 of 3896