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Agenda 11-13-23BOYNTO'' ' = COMMVNITY �It 111 III' IIP '" i' y Community Redevelopment Agency Board Meeting Monday, November 13, 2023 - 6:00 PM City Hall Chambers, 100 E. Ocean Avenue and GoToWebinar Online Meeting 561-737-3256 AGENDA 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Roll Call 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda 6. Legal 7. Information Only A. Update on Purchase of PropertyLocated at 137 NE 3rd Avenue 8. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda 9. Announcements and Awards A. 2023 Florida Redevelopment Association Awards Announcement 10. Public Comments The public comment section of the meeting is for public comment on items on the consent agenda or items that are not on the agenda. For items on the agenda, the public will be 1 given an opportunity to comment at the time each item is considered. Each speaker will be given a total of three (3) minutes to comment; however the Board retains the right to reduce the number of minutes prior to the start of public comment. Persons making public comment may not assign or donate their public comment time to another individual to allow that other individual additional time to comment; however, any persons requiring assistance will be accommodated as required by the Americans with Disabilities Act. Prior to addressing the Board, please go to the podium or unmute your device when prompted, and state your name and address for the record. 11. Consent Agenda PENN I �i �i 3 MY C. Approval of the Commercial Rent Reimbursement Grant Program in the Amount (M $18,000 to Stoic Financial LLC located in Colonial Center at 1200 S. Feder Highway, Suite 201 1 12. Pulled Consent Agenda Items 13. CRA Advisory Board A. Pending Assignments B. Reports on Pending Assignments 14. Old Business A. Continued Discussion and Consideration of Piggy -Backing onto the City of Hollywood Contract with Circuit Transit Inc. for the BBCRA Pilot Ride Share Program - TABLED 10/10/2023 Quarterly Progress Report from BB QOZ, LLC for the 115 N. Federal Highway Mixed -Use Project (aka The Pierce) C. Status Update on Development Project with 306 NE 6th Avenue LLC for the CR Owned Property located at 211 E. Ocean Avenue i 15. New Business A. Consideration of Fiscal Year 2023-2024 Budget Adjustment for Boynton each Complete Street Improvements B. Discussion and Consideration of a Interlocal Agreement between the Boynton each CRA and the City of Boynton each for the Funding of Development Projects C. Discussion and Consideration of Options for Recruitment of New Executive Director D. Discussion and Consideration of the Acting Interim Director of the CRA & Terms of Position E. Approval of 2024 CRA Board Meeting Dates 16. CRA Projects in Progress 2 B. 2023 Boynton Beach Pirate Fest Recap C. Social Media & Print Marketing Update D. Neighborhood Officer Program 4th Quarter Report for FY 2022-2023 E. CRA Economic & BusinessDevelopment Grant Program Update F. MLK Jr. Boulevard Corridor Mixed Use Project (d/b/a rBoynton Village Apartments) Update - October 2023 - TABLED 10/10/2023 G. MLK Jr. Boulevard Corridor Mixed Use Project (d/b/a er of Boynton Village Apartments) Update - November 2023 17. Future Agenda Items A. Discussion and Consideration of a First Amendment to the Interlocal Agreement with the City of Boynton Beach for the Historic Woman's Club of Boynton Beach located at 1010 S. Federal Highway - December B. Discussion and Consideration of Responses to the RFP/RFQ for the CRA -owned Property located at 401-411 E. Boynton Beach Boulevard - December C. Update on Status of Draft Scope to Amend the 2016 Community Redevelopment Plan - December 2023/January 2024 D. Discussion and Consideration of a Draft Request for Proposals regarding Property Appraisers - December 18. Adjournment NOTICE IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE CRA BOARD WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING, HE/SHE WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SUCH PURPOSE, HE/SHE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDING IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. (F.S. 286.0105) THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITH A DISABILITY AN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256, AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRA'S WEB SITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDAAFTER IT IS PUBLISHED ON THE CRA'S WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE. 3 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 INFORMATION ONLY AGENDA ITEM 7.A SUBJECT: Update on Purchase of Property Located at 137 NE 3rd Avenue SUMMARY: At the October 10, 2023, CRA Board Meeting the Board directed CRA staff to order an appraisal of the property located at 137 NE 3rd Avenue, Boynton Beach, FL (see Attachment 1). Once the appraisal was received, it would be presented to the Board for discussion and consideration. Upon the Board's direction, CRA staff contacted the listing agent to confirm the property was still available. CRA staff was advised that the property was under contract. CRA staff has requested to be contacted if the contract terminates, at which time CRA staff will move forward with acquiring an appraisal of the property (see Attachments II and III). FISCAL IMPACT: Purchase price to be determined by the Board. Funding is available from FY 2023-2024 Budget, Project Fund, Line Item 02-58200-401 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan - Boynton Beach Boulevard District ATTACHMENTS: Description • Attachment I - October 10, 2023 CRA Meeting Minutes • Attachment II - MLS Listing 137 NE 3rd Ave. • Attachment III - Location Map 4 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 No virtual comments. Chair Penserga closed public comments. Motion: Board Member Cruz moved to approve both the attached Resolution of the Boynton Beach Community Redevelopment Agency Approving and Authorizing the Executive Director to Enter into Temporary Use Agreements in Her Administrative Capacity, Approving the Form of Such Agreements, and Providing an Effective Date and resolution and the Form Agreement for Use of Property. Board Member Hay seconded the motion. The motion passed unanimously. C. Discussion and Consideration of Purchase of the Property Located at 137 NE 3rd Avenue. Thuy Shut, CRA Executive Director, introduced the item and provided background. She referenced the location map. She said the price is $335,000. She noted it is adjacent to a property the CRA already owns. She said they did not have time to get an appraisal. She stated it could be used for affordable housing. Board Member Cruz said it is important to have affordable housing properties but expressed concern about not having an appraisal. Vice Chair Turkin said he is not comfortable making an offer on a property without an appraisal. He suggested it is priced too high. He liked the location and would be open to getting an appraisal done. Board Member Hay stated the location is strategic but would rather have an appraisal before making a final decision. He said he does not like to go 20% over appraisal. Board Member Kelley agreed that an appraisal is needed before they move forward. Chair Penserga asked how long the appraisal would take. Ms. Shutt said there is no urgency, but they wanted to bring it to the Board's attention. She said they will order an appraisal. Vice Chair Turkin asked if the owner approached the CRA before it went on MLS. Ms. Shutt said no but often owners do approach the CRA first. Chair Penserga clarified the direction is for staff to do an appraisal on the property. Ms. Shutt said the appraisal will take 4-5 weeks. Vice Chair Turkin asked why it would take that long. Ms. Shutt said they typically get three quotes and then they would enter into an agreement. Chair Penserga asked about an advanced bid process in the future. Ms. Shutt said they are reviewing that option. Chair Penserga likes that option so they can be more efficient and competitive in the market. 5 I ,M 0 19 0 9 CJ A ft ry ly Li rp ry di? 11 Li 17, 1. Ifl 113 PQ LJ ,M 0 19 0 9 co CJ A ft ry ly Li rp di? 11 Li 17, 1. Ifl 113 t-1 "'I W 15 fj 0 a A J A 0 c wi A to Cr co CJ Li rp Li 17, 1. t-1 co ti rx.) I 11, ul I Et, ............... C k7.) "'5 ,,, c-,". ,,, cr e Et, 10YN10N Levo %BEACH ��e�� uououuu �RA OII��UV�V'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 ANNOUNCEMENTS AND AWARDS AGENDA ITEM 9.A SUBJECT: 2023 Florida Redevelopment Association Awards Announcement SUMMARY: The Florida Redevelopment Association (FRA) awards program recognizes the best in redevelopment in Florida. Within 13 juried categories, the Roy F. Kenzie Awards celebrate the most innovative and effective redevelopment programs in Florida. Winners demonstrate innovation and a positive impact on their communities and inspire other Florida communities. The FRA presents awards annually to projects that exhibit the best practices in Florida redevelopment over the past year. The winners were honored during FRA's 2023 Annual Conference awards dinner held on October 26, 2023, in Ponte Vedra Beach, Florida. This year the Boynton Beach Community Redevelopment Agency (BBCRA) was honored to receive two awards. The first award category is the "Best Management Programs and Creative Partnerships" for the Heart of Boynton Village Apartment & Shops. This award recognized the creative public-private partnership in place to ensure the project was a success for the community. The BBCRA was exceptionally honored to receive the President's Choice Award for the Heart of Boynton Village Apartment & Shops. The President's Award recognizes the best overall entry across the 13 categories. The FRA awards committee carefully selected the winners from 66 entries. The winners are highlighted in the 2023 Best Book along with the other entries received as a celebration of the quality work that has transformed Florida in 2023 (see Attachment I, pages 8 and 14). CRA Staff and Board Member Hay were present to receive the award on behalf the BBCRA. FISCAL IMPACT: FY 2022-2023 Budget, General Fund, Line Item 01-51010-225, $200 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 0 No action needed at this time unless otherwise determined by the Board. ATTACHMENTS: Description Attachment I - 2023 FRA Best Book 10 REDEVELOPMENT 11 N W N Z L- ce LWLi- L' H 0 0a m� as to N n5 C c ry 0 CJ ...::. ♦-e .... W a 5 ...... ..0 al) v c S C w O cEEnS a V lz . ur VY L 6 ....... ... .N Q) .X to 4) .. z... IXY..... . as � ... .. x yr to t: r. nr �..: r) n � ....E C.. 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') E� C, -0 ai -0 t F . m :., (n (D 'c - , - " w 'U u r m q) >, w 0 w L:L u -0 fE = Uj m "o -C V fpu 'm , 0 'D 0, - 0 > M a) cu T r- _0 11 w 0 IQ v, F CD -0 r -0 0 0 U, > a) v, - ID aj Li m 0 c: Q) z u 2 'E ra w .2 US C', U 0 =0 u E ME 2 'm 5u =01 m CL 0 ro o ai -Vl f; c aj 2 a) ',) T M b.0 2 �6 S 'o E aj FS I E �o -0 U, 0 < 0 :E cu 'j; �5 - I) - a , E c - t'ri CC) C, -C c: ba E < bri 0 - .- 0� 0- tT M 'D u a) M. .0 1N0 -l-'l 1) < -0 1� m o -m lwljl r IQ u w 0 a) V co M c o 0 r- cu E 0 0 .0 R5 QY > T uk) M P (I Sm c u E -5 E c _c: "- C: - E .2- -0 ,o W 0Ri 0 0 0- 2! , o , c --U 2 w bWO 2 V5 C PVp 1, u o CU a) T c-, M 0- g, -W E bjD > E- u = . 12 Q) 0 -0 ce m t),D E IQ a, 0 M E E 0 c � u 0 IQ :�5 -0 0 M Fo �;-, -0 C: m B� -,- E - _0 > o -a :E a) 0 1, Qj �(E c IV v" Ein v, 3 0 0 o _0 o :)) = 9 o M I u m z, 'co o Q) Q) U, M '6 E E 0 -0 > M P vv! vi = Q' 00 'C' -W 0 b9 C M m 2 IQ c 0 v, 0 o -v o w cm, M I pw w c2 E 8 E OJD M -0 -0 u E CP 7, -Z > 0 M v, o r- CL! --,m w = U� w M w UO v, 1 0 W IQ C: a, > 2 > > C: Qj m M M 00 a) as u 0 co Q) V� E w < Q) Qj (1) U` -0 w F= E 13 - v�l E E v, u C 16 75 6 0 ji V, 0 2 0- ') c -'d E 0 M E t5 w .h u > 0 UU 0. o - Ln 0- .6 uV ,, lo: '-CP § "o :, -m :� V, u - u c f; , - m 8- M CL lul -C (1) 'u o o W 0 u),(�umqj-o w -W E 2, M, -0 0 u c > �E 0- -;� :E a) V, a) aj a, E M o o Up w a') -ID E r - r U 0. km u 0 a) V, C3 m u) v� bb 0 Cl — W u w -2 a r_ v) u E -c c':: aj w E bro E 2 'u" (1) u a, u -0 w u VI -C) m :L F > C 0 0 0 0 cdYS rli7 c u I r,- -0 m a) cu -s W, Z, -0 - Q) C: !E a) b/J w a) M C: a) V� w r: u C: = I M >, E ID u M (D -0 E w m = u -or T -m 0 0 2 m - E " , 0 E m M bl� Q M o- - M u ED - �: -8 L Q, E < 2 0 v, cu a) CL -C, zs L E -0 E AL, M cl� c -@ - K� b- , = 0 .- 0- 0- 0 ou cu: c: 0- U C) wo aj IQ 2 M 0 I w c vw, Q E w un �o 0 c v) ICU Li m *5 U, :3 E a) w Z, u M -0 u. -.10) o 'C', -s - -a co v, C) m U), = r E - 11 - 0- -2 E c W = C, >, U 2 -0 rw:: M a C (1) M ru E C: L .2 2 r- > C, (7) 113 w 0 IQ e , E > Q > E < ry 4- 0 IQ = 0- a, CIE 0- L. 12 -r„r w aJ m -0 n 0 �L C) _0 (1) P V) 'TJ 0 Q) 0' > 2 7j 2 IQ 11 E > 0- D- -0 o ul 0- c > -0 U) 79 w ,oUl Z -C: W cm 0 E E Y 0 E O Q) 0 Uj a) -5: -0 U) 0 g? u E 2 - v a w m o 0 CL IQ -r- -v, C: -0 m ear d v, 0 Q) 0 w E 0 0 w -0 c -Cc' E O w > tjo -0 0- - M 0 (3) 0 1'n') cu 0 r V, r -0 V, 0 c 0 a) b -b I-- w - 0 u CL q o WD W b'O 7� 05, CL >oc�o�, -j =t�-Qoo=j 0 - 2 c�- -0 Q) Q, 0 -E C, .1) - W 79 > qJ Cc: Q� w qj u > E E lu qj Q) r - v; =� a) U) M M > (2) 'No Ln M cu E 'j -V' (u o 2 IQ lb >w -b cm I 'F w' o u� 2 m 'E5 C: I u, o- 0 mo E u J!) 22 o E 0 cu) M _0 M -0 7, 0 w w u M E U" M W bb U,ra - w 0 T -2 M bjo a) > 0 2--) IZ u bjD a) LLA M c Cc) 'A.r17 m UU m w E 01: rotsCeb 11, u 0 0- -0 Cl- a) T C: A 0 u u 0 u, E 7� ua v, U m E = �s - u CL r -u,Pbb a) M -C3 w t bfj :E co E :3 -0 W JLl 0 M w CU M bb = W :3 a) -0 bt� n WD u u, Uj -9 -5 —M _0 m T E E E .9 '0 m -,,j 2 ci W.J 76 E U CO W W a) -0 W > -0 V, W Eru 0 'r U CL -0 7F O -0 o -0 'E -5 b o -0 0- m 0- CL V, W 0 0 w N ,, (N 0 4'= W VI C: M q c , - m :0:1 0- m C7 -0 Cc: — 0 F , 0 m 2 -0 D E u .0 ,, U m u -E - , E - , 0 -E cV < E !D ar-, 01 '12 e C V) > 0 0 -0 -c: u -E >0 0 75 >1 C': u -iz o -0 VI W -0 p- U3 V, E =Qj -> by I w 0 b -o ct) 31 m r.- u .0 —v, E a) 0 V, E J, u -C -0 Eb m - �w -F" E -1 m _0 V, 0 m 2 < 2 f 0 1 _0 -a -IOU m 2 W V C6 t6 -ET� C'4 0 u-, -0 0U U a) -0 vo,- 76 5; LYS bo M 10 -0 _=9 -u C', LL -E N co `3i UdN 0 W W -0 -1 75 E �2 u -Z� 0 IN E -5; 1- u (n V, -E IV, .0 0 - -0 > 7V'� E 2L -W m -r- >w 2 -'IF u c 2 - m E w ,I-- 0 E: V, -Ea, r :I, 0 CL a 0 0 w itsaiCL CL o a>) -W V, "U mu F CU A `3 > FE _0 W > u > E M, cu) ai w 2 u . - u V, 0 o > :E M W L -0 - 2 IV 0 u M. E M b Ou UD E u x U Civ, atr E , r, , G 0 E 0- -0 0 u W o- ro ::1 —0 w 8 tw u —w a.j U, W M b.0 a) E u °zj'V am) u 2 2 u.' C, 0) u W 2 0 E: 11 0 - -0 Is . �6 0 M 1- 0 -0 >, :L o -W 10 �3 -L, - - E 11 -2 OL - - 'd F, c - C -0 7, , , W D -05 -0 0 .2 a Cu 2 0 W 1w, MQ, al :2 fL on m W _CVtn E E� WO -E E _0 E u o E -�z 0 0 w n 0 > ai r rD -W W a) cn c)- o ai m UO 0- -0 IE E CL �X 0 —2-) =, —u, 00 a, — 0- -a 0 CZ -a > > !E O(Vma) ",vi '�'ImAE m �r o- a) '- 0- m -o :�� 2 2 E w W 2 E "'J E- > u W bO ') '- Q) U, v C, > Ln 0) c �: 2 = w -0 OL a) 0 W 0- > 2 Lj 7D c" C) -u 0 'l W "0 0 LE W E E r- U, C: m 2 -0 CI- N r W V,cz 0 Q W cL b-0 o- v n I W W res c W 0 r u A 2 0 vl:� E > F- o 2 2 > cL u- 0 E Of m 0- -0 E Z :2 u v, r U :0:, m -2 0 0res rli C) 0 'M 'j5 C: m C, S� n� Z� . - 2 J, o a) u 6 . `3 w �e. W l) > E -Z u u C> E b-0 ns o _E 0 0 v, -0 W E v, If, 0 E -Co .0 0 ,1-- 2 c 0 = - r) v�- a) p 0 2 ja-) a) w 2 - E E E 0 W .- u > -2 o- CID S 2 !�, - A vv v m E Uj :�3 w m . 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S cl- w m "f m 0 E u m 0 _n o W 0 m C E 1,, 0 2 T >. -0 w W W - I, > m -0 M a) If, Ill 2 =u E < If, fc� c �E� U > u.C, Q>i a, -0 9 to CL C: Ya > c 0 5 0 's .- - E v, CML W C'u, E a) v, T E -o > 7� -0 0 ,rj u W W v, o E MW IM u W - v, ECi u -C) c: In 2 10 -L 1.5 a zI w 0 W 'C' u 1, 0 m C Li —M M M 0 a) u -o A 2 E v, u v�, > rc OL u Cu "x® , 0- a) -Ca1 v mo C) > of E o u CL ' 2 0 a) W NO C o E m a) 0- -0 a) am, C:: -0 CO Z -5 6 1, w C W T s > -C ll , W v, v., Q. i2 W qp -C 0 o < > , b -0 Q �u 0 0 v' 7E 0 W M W 0 W C, NO 'n - lu u" > a) L6 m - 8 , W 0 7, ob 0) to s C: 0 W a) u - m = Z c: u -0 m aJ CSU , 17 -E T� x a) M, V 'u (D m In E 0 W 0 C 'L 0 0 c: C) ho W W C (1) L - u 0 0 '- -0 m 2 u 10 q- < ca vi ,I CN u '-ESz VC0.2 d75 a1 C (Tj v, 0 0 ro IQ nA t; CD c 0 0 m r, 0 u 0 CD W 0 r- -0 E 0 IQ a) >, co -0 0 C: CU VC, MF- CL - a, C) T '-- Z 0 -C - aj a) EL 0 c: u U > E vi �E 0 w i� -, 0 0 -0 -0 c 0 0 ED IQ 5, r_ Ili - - a' -2 aj In op "I a 10 U :¢+ -,Uz 'm a) c w c 0 mu u -0 cl, v r6 .9 IQ m m c - E cL -E Q) at Us E LIP a, 2 �5 0 Qj - - vm, 0 m C, Ew IQ L.1 E CL O C5 -e vi ro m M --r n �o ai -W t)Q T) Vi _0 c, 2 Z aj 1m) - -0 E 2) A," E u 0 E Q) , I u 10 q) 0 �5 r6 0 a) -ca:' -0 >0 > 0 by -0 -0 ND w I u -E c 0 > :�5 Q, ul m C: 'E� 3) 0 �b V� 00 0 c IQ E �e V,U) 'Q a) Si IQ i5 — i� E Q) (D > U, —V, > C: WD 0 E E a) 10 -0 V, 0 v, 11 a) I c T 10:, av), "1 00 0 v, m -E c I, a) ai -0 1-j 0 a) C Zi v5 U>, �7 W U V1 > > A v, -fj IQ C) rl5m a) a) aj aj 0- c m 2 IQ u , > w E Om CL - �e -0 0 -C 0 0 as r- IQ IQ V, -C v, -r 0 r- -C m C)- 0 IQ 0 0- lu -C �E m V, U) V, -C S I Loalu C E O V5 v� a) 0 a) 7a as 0 In M i0l —v� M -0 vl Z C: - < 2 L6. r, v�, ul -- C) u .2 cu E c :v" E < do aj 0 c: 0 Ln z, cc a, ul I C o- o -o CL aj < R u u w wo = < o �!!O U m , W) al . lu c: R E O 0 -c3 c 1= c - �i o. IQ a, w In fi 2i ry 'D Q, E cm Po cj -2 w E '7D c: -o o V,3, cl- r- u-) IQ o w 6 2 cL c1d I, - c E =- 1� - bfj , -F .2 z c'D -1 o 55 illu V, - 0 o z m o 0 o o Q, u 311 m i� = aj >, -o Ll -a < 15 " L cD < 0 u, 2 a, vl w -rj 0 -o w Qj -o v., 'w M, c) ull� 'p - U cz �j of r 2 w, c, rr-� t, 311 u cl- 0 :tf Q) o- C v, -cj 0 IQ -a u 0 Q, no x bz m IQ c Q) 75 n co " ct M E IQ t Q) Ln a In Q) o s, no as D m r Z E u V E lu v, m o 0 r.Q Lu -3, -E -S ci, E o w k� m o �.j c� > i� Q) w u c m 0 o w Q) u 0 t� Em Z; x -o 76 -m -o E cl t c Z E -Q- " -o 0 E = 11 2 m u n m > v, -o w z 11) 2 -6 Q3 _o v� m "-j u p a) u' c: E F- 0 p u U'fl E �m vo, o a) D 0 D Q)• 0 w �3 0 - Ln m ct -0 c -0 D- r 0 u 0 -0 -0 -0 a m r- ,2 ID :5 L', 6 1. -r 'y t ,: :3. v1 v) .0 -0. V, -0 up IQ 3: - '5 - a) _0 a :3 -- a) r 0 4(� a) r r6 aWi c 'a o v� E (u 0 -6 r (uQ IQ m o a) uu bfj a) U vi > C D (D o uO > E 2- co'- E ru "I u G 2 E -c ru 0- m c M v, If a, U cul >. C i3 > o E E 113 c 0 Qy 3� c- z :E �O 0 "!? a) o c) E u o E -0 GC) U bb Efj c) > M C-o o o c: IQ -a u C QJ cu m E @ No --o F7 La :- id - - '- m c) c:: .2 E 76 S w 8 o al El- -0 -@ IN P > bfj u u) -5 -o -o 0 cj C b 15 :- F-- r_ m 6 bll U mm2-omo-cs, "o �t-oV>wEECJres-om,u u -o m o cQ cr -, 2 — r- �5 '-I) I"'- m , x w U J Z — :, a) bo D- a) bio u < IQ > D- cu E , -, r= w a- > Cl) > CP o U of) , T 0 - -M r- a) c) E - �5 III to, a, cD o :3 a) < t 4 u o m r- o - 'o u 1LIj > m r c� =, -o w V, u IQ E w to -o o Q) u� 4 rz rL4 10 m L m c V� . IN a) cL u Q) r, E ob aj Z. llj 7� U Q) u oo o w 2 c > w o'o E zD oo cL -c-, 0 > IQ t, -m >, E 75 Io jj Iv a) I In E C: Ll f3 BY E o M W2 L _o �E CL E ul m a) IQ LIT 0IQ o E 'd ai L < IQ a) lo w V, U- Q) 2 06 o- vi o 15 - o w Ujo V� -a o -r- o- 2 AV 2 a) z - =, - -c o- t,o E tw o c: E -c: In =� o > t 2- -o . I-, �w w 'o CD t5 D >w c > IT Qu o a) D < > < > o U, 0 a) 0 oo Tj a) a q) �c -2 c > w ry - S L� m IQ w VIQVI> m o C- bQ C r6 D- 'E� -a o -,u 6 'o o j DL c Q) 6 IQ cD Qj I"j a) a>) E 2 S 0 u :L- N a -U u co - V, IQ Ti -o aJ -@ c E -= 'F- o -6 cy� w> E 'w 6 u 2 r m r- ro - F- >, w o- of " - cL n 9 E i� Z m .9 o D- o - -,", -2 - a) c: q u E m w ci Qb 'M u c >, m o T , > I U; -o �lj ': r u E 112 IQ u a) - , a) M E =i a,) o'- E Lv a) c' 2 -2 Go > u iv 6 IQ r- w o 0. bQ E D c - - r u m 'R o 4) 2 > E -, 2 a, - - -o > DL a) ez Lh E m c o a) 4, a) < L 2 o 'Zj -ao) m U r- w 11) o -q) a) -o -a' E w G '3 Ec,- w - um o cu U W o -o m vi 2 a i& a' T u > > u t CJ > > U 2 C) I. E o6 m m ,, c Q) ru c:: -rz >, In (D t c: a) :L� DL a) > >, .2 c a1 u ob Ur u m , 16 (1) .9 u -pu o u E Q` (1) X , r -a m 16, > Z3 CL a) .2 " c: - .-, - - r �3 a) v v u C.} Si G = on C 14 yr ni U) m alj [-- < cL -o cL -2 FA o IQ ru o c) w Q5 E Ln v� bJD -ZD C .— s m -o 2 o 2 3 M9 c cU vi o (Tj �Z Q) s -- -5 0. -a a I V, llID n > 0 m -0 1 — Z, 10 c E E 0 c c >�a of .2 aj -0 P C:: CL m E ry -aw E V� 7 2 :� �E lr-� .2 z-, U -0 0 .6 C: .9 cp m "i �n- V� cl)u. Q) W w 0 0 0 0 17, Z-, 115 m -'-- -r- -- E V, ai r, — t� > Qj 0 D _ _ M U M V, x ai = w -, C, 0 ?" 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Bronough St., Suite 300 Tallahassee, FL 32301 P.O. Box 1757 Tallahassee, FL 32302 www.redevelopment.net 29 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 ANNOUNCEMENTS AND AWARDS AGENDA ITEM 9.13 SUBJECT: 2023 International Festivals & Events Association Awards Announcement SUMMARY: Headquartered in Boise, Idaho, the International Festivals & Events Association (IFEA) is The Premier Association Supporting and Enabling Festival & Event Professionals Worldwide. In partnership with global affiliates under the umbrellas of IFEA Africa, IFEA Asia, IFEA Australia, IFEA Europe, IFEA Latin America, IFEA Middle East (MENASA), and IFEA North America, the organization's common vision is for "A Globally United Industry that Touches Lives in a Positive Way through Celebration."The Association offers the most complete source of ideas, resources, information, education and networking for festival and event professionals worldwide. IFEA drew entries from some of the world's top festivals and events and recognized the most outstanding examples of quality and creativity in the festivals and events industry during the IFEA/Haas & Wilkerson Pinnacle Awards Ceremony held at the 66th Annual IFEA Convention, Expo & Retreat in McAllen, TX. The Boynton Beach Community Redevelopment Agency received three awards in the prestigious IFEA/Haas & Wilkerson Pinnacle Awards competition. Below are brief descriptions of the awards received: Silver - Best Promotional Poster: Boynton Beach Art Walk - Attachment I Silver - Best Organization Website: Boynton Beach CRA. com Bronze - Best New Promotional Activity: Blarney Bash Boynton Beach Bucks Activation - Attachment II FISCAL IMPACT: FY 2022-2023 Budget, General Fund, Line Item 01-51010-216, $225 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan (pages 128 — 131) CRA BOARD OPTIONS: 30 No action is required unless otherwise determined by the Board. ATTACHMENTS: Description • Attachment I - Boynton Beach Art Walk Promotional Poster • Attachment II - Blarney Bash Boynton Beach Bucks Activation 31 12 BEST NEW PROMOTION ACTIVITY a. Introduction and description of main event/organization The Boynton Beach Community Redevelopment Agency (BBCRA) serves the community by guiding redevelopment activities such as affordable housing, free business promotional events, and small business funding programs that create a vibrant downtown core and revitalized neighborhoods within the Agency's 1,650 acres located along the eastern edge of the City of Boynton Beach. The Boynton Beach Blarney Bash, is a family -friendly St. Patrick's Day themed event that is held in Downtown Boynton Beach along East Ocean Avenue. The annual business promotional event is jam-packed with fun activities and entertainment, and serves as a lively platform to connect community members with businesses located within the BBCRA area. As with other events hosted by the BBCRA, the primary function of the festival was to promote the local businesses that are located within the boundaries of the BBCRA area. Event attendees were encouraged to follow the rainbow throughout the event and along East Ocean Avenue to connect with local BBCRA area businesses. All participating local businesses were exhibiting within colorful tents at the event. All visitors were encouraged to visit the BBCRA information booth to complete a short feedback survey to spin the Lucky Wheel for a chance to win awesome prizes, including Blarney Bash promotional items and gift certificates to participating businesses. Additionally, a special Boynton Beach Bucks offer were promoted during the event. Boynton Beach Bucks for participating restaurants, retailers, and professional service providers could be collected at the BBCRA information booth. The event also featured a variety of interactive activities for kids and event patrons of all ages had the opportunity to interact and take photos with leprechauns and other roaming costumed characters. Adults indulged in a variety of cuisine and libations that left their taste buds craving more. There was a large selection of food and beverage options, cocktails, and craft beer. The event wouldn't be complete without live music and a special Irish step dance performance from the Aranmore Academy of Irish Dance, which inspired attendees to soar to new heights. Event Highlights Include: • Boynton Beach Bucks promotions for local BBCRA area businesses • A variety of tasty food options • Cocktails and craft beer • Costume contest for children and adults • Live music and entertainment • Family -friendly games and activities 33 b. Name (if applicable), description and purpose / objective of Promotion The Boynton Beach Bucks (BBB) program was created by the BBCRA in an effort to support small businesses located within the BBCRA area that do not have a large budget for marketing and promotional activities. The BBB program was initially created as a recovering effort during the pandemic to assist with the reactivation of business located within Boynton Beach. The program was an outside the box way to stimulate the local economy with leveraged BBCRA funds, by encouraging community members to shop local and connect with new and existing businesses located within the city. Through the BBB program, community members who patronized participating businesses at Blarney Bash and Downtown Boynton Beach along East Ocean Avenue were eligible to receive special offers and incentives, such as buy -one get one deals or a specific dollar amount off a purchase. The BBB vouchers were distributed at the information booth the day of the event and, in many cases, extended for a specific promotional period to allow consumers additional time to take advantage of the offers. The reimbursable program provided local business with an opportunity to increase foot traffic to their businesses, connect with new consumers, and incentivize existing customers. The program was presented to businesses as a "risk free" reimbursable program that would provide a direct economic benefit and organically increase sales. ISSUC y w yt A C" RA N N lj ./202 :10 3011 VMS, 111 1, 34 c. Description of what was being promoted (merchandise, event, company, entertainment; etc.) The Boynton Beach Bucks (BBB) program was used during the Boynton Beach Blarney Bash to promote the local businesses within the event and along East Ocean Avenue. Event attendees were encouraged to follow the rainbow throughout the event and Downtown Boynton Beach along East Ocean Avenue to connect with local BBCRA area businesses. All participating local businesses that exhibited within the event had colorful tents to represent the rainbow and the participating local businesses along East Ocean Avenue had signage and rainbow streamers. 35 d. What mares this promotion different from any other promotions? The BBB program is an outside of the box concept that supports the small business community without requiring business owners to cover out-of-pocket expenses. BBB is unlike any other program that has previously been offered within Boynton Beach to support businesses. The nature of the program automatically acted as an economic driver to connect consumers with local businesses. The direct impact of the promotions could be seen following the request for reimbursement, as proven results were trackable through the required deliverables. The BBB program assisted businesses during the economic downturn that was caused by the pandemic. It specifically worked as a catalyst to reactivated businesses that were especially vulnerable to the restrictions that were in place due to the pandemic. Based on feedback from the business community, restaurants and professional service providers that had to change their business models to account for social distancing and other required guidance benefited the most from the BBB reactivation efforts. Because of the varying business types and industries, a one size fits all approach was not taken with BBB. The CRA worked on an individual basis with participating businesses to customize offers that would assist with achieving their specific goals. Businesses were able to customize their desired participation by varying amounts of discounts and duration of discounts (one time use during an event or extended for a predetermined promotional period) to encourage patrons to re -visit businesses after the event. The application and reimbursement process were simple and could be done daily, weekly, or monthly, to accommodate the business preference and operations. The BBB program also includes a complimentary marketing component for the participating businesses. The BBCRA promoted the various offers leading up to, during, and following Blarney Bash. A variety of print and digital marketing mediums are utilized for the various promotions. Activating digital marketing components to assist with expanding the reach of the program and attracted new customers to businesses. Additionally, businesses are encouraged to utilize the promotional materials to cross promote the special offers to their existing customers and to social media followers. Combining the BBB program with the event allows for consumers to engage with businesses in a fun and relax setting. This presents business owners with the opportunity to generate leads, make sales, and promote their brand to the public. BBCRA staff follows up with businesses after each event or promotion to get feedback on how program can be improved. These follow-up conversations and surveys allow staff to obtain measurable data on purchases paired with other promotions. 36 e. Target audience for promotion There are two target audiences for the BBB program. The local residents in Boynton Beach, Delray Beach, and Lake Worth that are able to visit and patronize businesses located within the BBCRA area. Specifically, residents and visitors who are looking for special offers, enjoy spending their dollars locally, and desire to discover new businesses within the community. 2. The locally owned small businesses that seek to attract new customers. This could be new or existing businesses located within the BBCRA area that are experience a downturn in sales, yet are unable to assume the cost related to marketing campaigns or special incentives to attractive customers. 37 f. Attendance / number of participants (if applicable) The Boynton Beach Blarney Bash was a free, unticketed community event. There were approximately 1,500 attendees throughout the duration of the event. Ten businesses registered and participated in the BBB promotion. g. Tie-in of promotion to main event/organization Event attendees were encouraged to stop by the information booth to get the BBB voucher and follow the rainbow throughout the event and along East Ocean Avenue to connect with local BBCRA area businesses. All participating local businesses that exhibited within the event had colorful tents and the participating local businesses along East Ocean Avenue had signage and rainbow streamers. h. Overall revenue and expense budget of specific promotion The overall revenue generated from the BBB promotion for the participating businesses at the Boynton Beach Blarney Bash was $3,645. The overall budget allocated for reimbursement for the BBB promotion was $5,000. i. Duration of promotion (start to finish) 38 Participating businesses were able to customize their desired participation by varying amounts of discounts and duration of discounts (one time use during Blarney Bash or extended for a predetermined promotional period) to encourage patrons to re -visit businesses after the event. Examples: Offer: $20 off any purchase at The Butcher & The Bar Duration: Valid on 3/11/23 Offer: $25 off a purchase of $35 or more at ArtSea Living Boutique Duration: Valid from 3/11/23 to 3/31/23 Offer: $5 towards the purchase of an Italian Ice at The Boardwalk Italian Ice & Creamery Duration: Valid on 3/11/23 Offer: $10 off any purchase at Scheurer's Chocolate Duration: Valid from 3/11/23 to 3/31/23 Offer: 1 free ticket - $10 Value at the Tiki Taxi Duration: Valid from 3/11/23 to 3/31/23 Offer: $25 towards any class or membership at Fly & Flow Fitness Duration: Valid from 3/11/23 to 3/31/23 j. Description of sponsor / charity / volunteer / school / other group involvement with event/organization and promotion and benefits to each (if applicable) Participating businesses that exhibited within the event and were located along East Ocean Avenue were eligible to apply for the BBB program and decide how best to promote their businesses with a Boynton Beach Bucks offer. BBCRA staff works individually with each business to determine what their specific goals are (increased sales, new customers, retain existing customers) and determines the type of offer to promote. Ultimately the business has the final say in the amount and duration of the offer. Local consumers were able to interact with businesses in person at promotional events or at their business location, which encourages local spending versus using an online or direct mail promotion. Please see section "K" for benefit to each participating business. k. Overall effectiveness / success of promotion The impact of the project has been quite substantial for the participating local businesses. The number of consumers supporting patronizing business during promotional events has steadily increased since the inception of the program. With a small incentive, many individuals who have taken advantage of the program have far exceeded the amount offset by the voucher. The tangible data would be the information provided by businesses regarding the transactions that are made with BBB offers. Examples include: Offer: $25 off a purchase of $40 Offer: $5 towards the purchase or more at Angel's Secret of an Italian Ice at The Total BBB Redeemed: 1 Boardwalk Italian Ice & Sales generated: $214 Creamery Reimbursed: $25 Total BBB Redeemed: 49 Sales generated: $245 Offer: $20 off any purchase at Reimbursed: $245 The Butcher & The Bar Total BBB Redeemed: 11 Offer: $20 off any purchase at Sales generated: $452 500 Ocean Caf6 Reimbursed: $220 Total BBB Redeemed: 17 Sales generated: $408.29 Offer: $25 off a purchase of $35 Reimbursed: $340 or more at ArtSea Living Boutique Offer: $10 off any purchase at Total BBB Redeemed: 11 Simple' Whoa! Nutrition Sales generated: $667 Total BBB Redeemed: 6 Reimbursed: $275 Sales generated: $60 Reimbursed: $60 Offer: $20 off any purchase at Hurricane Alley Offer: $25 towards any class or Total BBB Redeemed: 17 membership at Fly & Flow Sales generated: $663 Fitness Reimbursed: $340 Total BBB Redeemed: 4 Sales generated: $100 Offer: $10 off any purchase at Reimbursed: $100 Scheurer's Chocolate Total BBB Redeemed: 41 Offer: 1 free ticket - $10 Value at Sales generated: $706 the Tiki Taxi Reimbursed: $410 Total BBB Redeemed: 13 Sales generated: $130 Reimbursed: $130 40 a. What challenges/obstacles did you foresee/encounter in creating the program/activity/idea, and how did you handle them? The primary obstacle encountered was the limitations that were presented by managing a paper-based coupon program. Because the vouchers were not linked to a digital tracking system, businesses were required to track deals in real time to ensure that they did not exceed the reimbursement threshold. The BBB vouchers had required fields for both consumers and businesses. Consumers were asked to share their zip code and how they learned about the business, while the businesses needed to include the date of redemption and total amount spent for the transaction. In lieu of completing the required fields, businesses could attach a receipt to the voucher. The proper completion of the voucher was especially a challenge if the business failed to communicate the program requirements to their staff. BBCRA staff created a flyer for how to redeem BBB. The visual document provided specific information about how the voucher should look upon acceptance and what fields needed to be completed prior to submittal to the BBCRA for reimbursement. The how-to document was emailed to businesses, with a hard copy personally delivered prior to the start of the specific offer period. HOW TO ACCEPT BOYNTON BEACH BUCKS VOUCHERS 1"11T 1."..FO IR TII E C AJC SSI 0II" E II CUSTOMER NEEDS TO FILL OUT ZIP CODE AND HOW DID YOU HEAR ABOUT THIS BUSINESS FIELDS. ONLY ACCEPT THE VOUCHER IF THE HEEDS ARE FILLED 0T. EXAMPLE ST IE O1) 2 .. FO T10"01 ILS.. 13USOI N IE PS • OPTION 1— ATTACH A COPY OF THE RECEIPT TO THE VOUCHER. OR • OPTION 2 —FILL OUT THE DATE REDEEMED AND AMOUNT SPENT FIELDS. PLEASE P.ANE a OX!RP16.VE'R IR IS SECTlON Y ObVC RkALVV41N6AP11110IN How I'd you It ="'lI zf t W INS Lm'lvn.R"r l 111^ 13 OAP'A P Im E I I1)�{ { Y 1)IJI'If i �'�9 41 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 ANNOUNCEMENTS AND AWARDS AGENDA ITEM 9.0 SUBJECT: 2023 Holiday Boat Parade Announcement SUMMARY: On Friday, December 8, 2023, the Boynton Beach CRA, in conjunction with the City of Delray Beach, Town of Lantana, and Town of Hypoluxo, will present the the annual Holiday Boat Parade. Event details are as follows: • The parade will start at 6:30 PM and will travel south from the Ocean Avenue Bridge in Lantana (near Old Key Lime House) to the C-15 Canal in Delray Beach (south of Linton Boulevard). • The public can view the parade at various locations in Boynton Beach, including the Boynton Harbor Marina, Intracoastal Park, Harvey Oyer Park, Jaycee Park, or at Veterans Park in Delray Beach. • The Boynton Harbor Marina will feature live music, family -friendly activities, and a visit from Santa Claus. • All attendees are encouraged to bring a new, unwrapped toy to be donated to Toys for Tots. • The US Marine Corp will be in the Holiday Boat Parade and will stop at docks along the parade route to pick-up toy donations. Individuals who are interested in donating toys simply need to shine a flash light from the dock to indicate that toys need to be collected. • Entry forms for the Holiday Boat Parade can be downloaded at Boynton Beach CRA. com or requested by emailing CoppinM@bbfl.us. Attachment I - Promotional ad to promote the Holiday Boat Parade and recruit captains. FISCAL IMPACT: FY 2023-2024 Budget, Project Fund, Line Item 02-58500-480 $25,000 for the business promotional activation. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 42 No action is needed from the CRA Board at this time. ATTACHMENTS: Description Holiday Boat Parade - Calling All Captains 43 � X • + ( + + • • X • + + Moss l • ��NirrQ�lpl X r " mug 000 �n WWI - r Poe ..�,. • i../ �.. VIS + X CALLING ALL CAPTAINS U !, BOATS ' r ' ,i PRESENTED BY / ENTRY r r OYNTO C l�BEAC RA UCOMMUNITY REDEVELOPMENT limmilm !% (r +1 r + 10YN10N�RA �E A OII,�00�U'�'h II' �1�' "!1 I1�IU. COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 CONSENT AGENDA AGENDA ITEM 11.A SUBJECT: CRA Financial Report Period Ending October 31, 2023 SUMMARY: CRA Financial Services staff is providing the CRA Board with the October 31, 2023 (Attachment 1): • Statement of Revenues, • Expenditures and Changes in Fund Balance Report, and • Budget Comparison Schedule - General Fund. FISCAL IMPACT: FY 2023-2024 Annual Budget CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY 2023-2024 CRA Budget CRA BOARD OPTIONS: Approve the CRA's monthly financial and budget reports for the period ending October 31, 2023. ATTACHMENTS: Description • Attachment I - October 2023 Financial Summary 45 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach, Florida) Statement of Revenues, Expenditures and Changes in Fetid Balances REVENUES Tax increment revenue Marina Rent & Fuel Sales Contributions and donations Interest and other income Total revenues EXPENDITURES General government Redevelopment projects Debt service: Principal Interest and other charges Total expenditures Excess (deficiency) of revenues over expenditures OTHER FINANCING SOURCES (USES) Funds Transfers in Funds Transfers out Total other financing sources (uses) Net change in fund balances Fund balances - beginning of year Fund balances - end of year Through Year to Date - October 31, 2023 Total Debt Service Governmental General Fund Projects Fund Fund Funds 154,693 154,693 16,798 37,579 448 54,825 171,491 37,579 448 209,518 491,276 - 491,276 - 83,009 83,009 (319,785) (45,430) 448 (364,766) (319,785) 448 (45,430) (364,766) 3,800,776 14, 874,575 128,392 18, 803,743 3,480,991 14,829,145 128,840 18,438,977 Footnote: Transfers between funds include monies received from TIF and carryover from general fund balance. The notes to the basic financial statements are an integral part of this statement. 1 El IM BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach, Florida) Budgetary Comparison Schedule General Fund Through Year to Date - October 31, 2023 The notes to the basic financial statements are an integral part of this statement. 1 Actual 154,693 16,798 171,491 491,276 491,276 (319,785) (319,785) 3,800,776 3,480,991 47 Original Budget Final Budget REVENUES Tax increment revenue $ 21,496,558 $ - Marina Rent & Fuel Sales 1,100,000 - Interest and other income - - Other financing sources (uses) - - Total revenues 22,596,558 - EXPENDITURES General government 5,000,000 - Total expenditures 5,000,000 - Excess of revenues over expenditures 17,596,558 - OTHER FINANCING SOURCES (USES) Carryover fund balance Transfers out (17,596,558) - Total other financing sources (uses) (17,596,558) - Net change in fund balances - Fund balances - beginning of year Fund balances - end of year The notes to the basic financial statements are an integral part of this statement. 1 Actual 154,693 16,798 171,491 491,276 491,276 (319,785) (319,785) 3,800,776 3,480,991 47 w J LL U L U ra m c 0 4� C 0 CO tw E w an E N N m v 00 bD r C W W V C (0 f0 CIO oq C C tw w IM u f6 a E u u c W E m z 0 0I� 0 I� 0 0 0 0-4 O of O m 0 0 0 O N 00 0 m 0 0 w 0 W LD 0 0 I� 0 0 0 0 0 ID N I� W 0 0 0 0 LD O 0 0 0 m of Dl 0 0 7 0 N Ln 0 0 V m LD 0 0 0 0 0 0" 0 0 0 0 of 00 Lo 0 0 V m v0 0 Lo 0 w Lo 0 0 m rni r m 0 0 0 0 0 o? oo m m O m 0 0 m m 0" 0 0 m O m w O O m m a m 0 0 0 0 m O O N O O n O a Ln O O m O O O O O c -I W O N O O O O O o0 r1 O Ln N r1 't N O O O O n a D1 N O O LD O O O O O LD O O Ln O O O O w Ln Cil I" z Ln rl rl I" OO n O O N mo w O O .� O Ln Ln O O I" M Ln z O O O O Ln to n N0 m c -I m O Ln W .--I Il .--I oo 17� ll O N0 N Ln O Ln Ln m to O O O Ln LD O O M N N W Ln O O O M O LD cV It rl m n m a 0 7 0lzj W m O O M r1 m N Ln m C m n ri m ri M O Ln to oo Dl W Ln N z N M N N to M Ln Dl ri Ln Dl W N r, c -I N W M N N N N N N N r ry r,4 N N nc) n O N O O co O O Ln O-zt Ln O O O O O O O m N O of O O O O O N r1 D1 Ln N li Il O O N O O N LD D1 I� O O M O O O O O m D1 O't 0 0 0 0 O Z31 Dl N Lo Ln rl rl OO O No O m m O rl O O oo O Ln Ln O O M z Ln M O O O O M n O m N T m r -I N N N 00 cl cl 't oo w -zt m m oo 'll M c -I I, n cy LD m LD N m N W N ri O .-I M O rl 14 z -Zt Ln N N N N ^ N N N N O O N m m O N O O W O O Ln O It Ln O O O O O O O T tV C W O O O O O N r1 D1 Ln N r1 lzj: h O O N O O N LD Dl Il O O M O O O O O M D1 O't 0 0 0 0 O Dl N w Ln rl rl OO O No O M M O rl O O W O Ln Ln O O M Lo m M O O O O M I� n O T N T m N N N N W Dl Dl 't co I� w � m M oo M N I, n cy LD m LD N m N W N N N ri O .-I M O rl 'q Lo Ln N N N N ^ N N N N O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Ln O O O O N O O O O O O O O O O O O O O O O O O O O O O O O O O O O r- O O O O O O O O O O O O O O O O O O O O O O O O x 0 0 0 0 0 0 0 W O Ln O O to 0 0 0 0 0 0 0 0 0 0 0 rl 0 0 0 0 0 0 0 Ln O O Ln Ln O O Ln c -I O-Zt Ln O M 0 0 0 0 0 0 0 0 0 0 0 Ln O O O Ln O O O O O Ln N It w w Ln M a O Ln O Ln O M O W LO M O N Ln M O . . . . l0 O O O . . . . . . . . . . . . . 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M N m 'FU rn E O Ee -I N V / Cl0 O O N � �C lD O y N 6L w n v °D tv C 3 m m Y V oo Ln � m a ZT O 0 m W m 0 w N C M C W N N 00 O M" 00 O 00 M M ko ko n ko V m M tw c I IS n 00 C C O 00 C f6 N �t L M l0 E N n 7 6 u c W c N M O O O N O e-0 O O n M 00' 10YN10N Levo %BEACH �� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 CONSENT AGENDA AGENDA ITEM 11.13 SUBJECT: Approval of the CRA Board Meeting Minutes for October 10, 2023 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the October 10, 2023 CRA Board Meeting Minutes. ATTACHMENTS: Description • Attachment I - October 10, 2023 CRA Meeting Minutes 53 Minutes of the Community Redevelopment Agency Board Meeting Held on Tuesday, October 10, 2023 at 6:00 PM City Hall Chambers, 100 E. Ocean Avenue and GoToWebinar Online Meeting Present: Chair Ty Penserga Vice Chair Thomas Turkin Board Member Angela Cruz Board Member Woodrow Hay Board Member Aimee Kelley 1. Call to Order Chair Penserga called the meeting to order at 6:05 P.M. 2. Invocation The Invocation was given by Board Member Hay, 3. Pledge of Allegiance Vice Chair Turkin led the Pledge of Allegiance to the Flag. 4. Rall Call Thuy Shutt, Executive Director Tim Tack, Assistant Director Kathryn Rossmell, Board Counsel Tammy Stanzione, Deputy City Clerk Ms. Tammy Stanzione, Deputy City Clerk, called the roll. A quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda Chair Penserga requested to pull item 15E and Board Member Cruz requested to pull item 15A. Chair Penserga requested to add a discussion on the possibility of transferring City owned property to the CRA and using it for senior affordable housing to Future Agenda. Board Member Kelley requested to add Item 14E to New Business a discussion on staffing concerns. Thuy Shutt, CRA Executive Director, requested that the quarterly report for the Pierce project be added to the November agenda. B. Adoption of Agenda Motion: Board Member Hay moved to approve the agenda, as amended. Board Member Cruz seconded the motion. The motion passed unanimously. 54 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 6. Legal Ms. Rossmell had no legal updates. 7. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda Board Member Kelley and Vice Chair Turkin had no disclosures. Chair Penserga and Board Members Cruz and Hay thanked the CRA staff for doing a fantastic job on the First Friday at Five event. 8. Announcements and Awards A. 2023 IEDC Award Announcement Ms. Thuy provided an overview of the 2023 IEDC Award. The CRA received the Gold Award for their efforts in the Heart of Boynton mixed -used project. She thanked the Board for the support on the project. Board Member Hay recognized Ms. Bonnie Nicklien for her participation at the IEDC conference. Board Member Cruz said the Boynton Beach presentation was well received. B. Boynton Beach Pirate Fest Announcement Ms. Mercedes Coppin, Business Development Promotions Manager, announced the return of the Boynton Beach Pirate Fest. The event will take place on October 28th and 29th, in downtown Boynton Beach. The event will be held from 10:00 am to 5:00 pm. The CRA will activate the 300 block between Third Avenue and the railroad tracks to specifically promote businesses located within the downtown corridor, as well as within the City. There will be a variety of complimentary activities as well as entertainment. For additional information go to www.bbf!iratefest.com. 9. Public Comments The public comment section of the meeting is for public comment on items on the consent agenda or items that are not on the agenda. For items on the agenda, the public will be given an opportunity to comment at the time each item is considered. Each speaker will be given a total of three (3) minutes to comment; however, the Board retains the right to reduce the number of minutes prior to the start of public comment. Persons making public comment may not assign or donate their public comment time to another individual to allow that other individual additional time to comment; however, any persons requiring assistance will be accommodated as required by the Americans with Disabilities Act. Prior to addressing the Board, please go to the podium or unmute your device when prompted, and state your name and address for the record. 55 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Chair Penserga opened public comments. Mark Karageorge, Boynton Beach, congratulated Board Member Hay and his wife on their anniversary. He stated that the marina operates effectively, and it averages $100K profit annually. He said the marina is a jewel and the Dockmaster is a blessing. He said if the Dockmaster gives a recommendation, follow it. The Marina operates on sound business principles. No virtual comments. Chair Penserga closed public comments. 10. Consent Agenda A. CRA Financial Report Period Ending September 30, 2023 B. Approval of the Joint Meeting of the CRA Board and City Commission Meeting Minutes for September 12, 2023 C. Approval of the CRA Board Meeting Minutes for September 12, 2023 D. Discussion and Consideration of the First Amendment to the Boynton Harbor Marina Management Agreement with Waypoint Marine, Inc. E. Approval of the Commercial Rent Reimbursement Grant Program in the Amount of $24,000 to Squeeze and Drip Boynton Beach LLC d/b/a The Seed located in Ocean Palm Plaza at 1600 N. Federal Highway, Units 14-15 F. Approval of the Commercial Property Improvement Grant Program in the Amount of $50,000 to Nate & Maddie LLC d/b/a ROK Prime Korean BBQ located in Sunshine Square at 1729 S. Federal Highway G. Approval of the Commercial Rent Reimbursement Grant Program in the Amount of $24,000 to Nate & Maddie LLC d/b/a ROK Prime Korean BBQ located in Sunshine Square at 1729 S. Federal Highway H. Approval of the Commercial Rent Reimbursement Grant Program in the Amount of $21,000 to Trilogy Fitness & MMA LLC located in Ocean Palm Plaza at 1550 N. Federal Highway, Units 4-10 Motion: Vice Chair Turkin moved to approve the Consent Agenda. Board Member Hay seconded the motion. The motion passed unanimously. 11. Pulled Consent Agenda Items None. 12. CRA Advisory Board A. Pending Assignments 56 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 B. Reports on Pending Assignments There were no items discussed. 13. Old Business A. Continued Discussion and Consideration of Piggy -Backing onto the City of Hollywood Contract with Circuit Transit Inc. for the BBCRA Pilot Ride Share Program. Thuy Shut, CRA Executive Director, stated that this a continued discussion of a potential pilot program for rideshare. She said that at the last meeting the Board approved the staff to piggyback the contract with Circuit Transit, Inc. She said they have met with the Deputy City Manager and Planning and Zoning staff, and it was recommended by both City and CRA staff that we look into an on -demand verses a fixed route. She stated that the on -demand route would allow a user to use the app to schedule a ride anywhere in the CRA District, a fixed route would be that they would stop certain stops. She said that without knowing the demand of rideshare at this time, it makes more sense for an on -demand option and not have vehicles waiting at stops that no one is using. They hope to continue the pilot program for six months in order to gather data. She said Circuit Transit, Inc. will provide monthly data. She noted that there will be fixed routes for City events. She reviewed the four recommendations for Board consent consideration. She confirmed that Jason Bagley, representative from Circuit Transit, Inc. was available online. Chair Penserga asked about funding. Ms. Shutt explained the if full funding is not approved, it may reduce the number of vehicles or hours of service. She added that they could offset fees through fees or advertising. She said Circuit does not like to have a user wait for more than 10 minutes for a ride. Board Member Cruz said she is in favor of on -demand. She said starting at 7:00 AM is too early and ending at 6:00 PM is too early as well. She asked for clarification on number of hours serviced and cost. She said she used Circuit in West Palm Beach, and it seems effective. She also asked what happens if they exceed the number of calls regarding their budget. She noted a small fee would help offset the cost and help reduce cancellations. Chair Penserga said that staff needs direction to proceed and not specific numbers at this point. Vice Chair Turkin said it is a great concept and thanked staff. He agreed that the hours need to be more flexible. He is in favor to focus more on local advertisement versus national. He said a small fee is palatable and cheaper that parking. He would like to stay true to the concept of waiting 10 minutes or less for a ride. He is in favor of the on -demand and supports gathering data for six months to adjust as needed. Board Member Hay supports the on -demand option and a small fee. He stated he does not have a problem with the proposed operating hours until they have more data. He asked about the vehicles. Ms. Shutt replied that it will be a mixture of vehicles and they would want more information from Mr. Bagley on what other cities are doing. She reviewed the vehicle types and number of passengers for each. She said longer trips may vehicle the vans. 57 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Board Member Hay said they do not have the downtown area right now so he would like to support conservatively. He asked how quickly they could add another vehicle in the future. Mr. Bagley said additional vehicles can be added under a month due to their fleet size. Board Member Hay said he would like to focus on local advertising first. Board Member Kelley said she struggles with moving forward without a full presentation from Circuit. She said she still has many questions, and the program is not fully vetted or understood. She wants more information on hours, fees, and advertising. Chair Penserga agreed with Board Member Kelley and said there is still information they have yet to see. He said he would prefer to have an in-person presentation. Mr. Bagley said he would be happy to do a presentation. He addressed the concerns about the early morning hours and said going later into the evening may be better. He noted they can stagger the hours and vehicles and test different options to better understand demand. He said they can also survey the riders. He explained they can set up discounts and noted the highest fare they see in their communities is $2.00 in Hollywood. He described incentive programs they have done with local restaurants. Chair Penserga asked to continue the conversation with Mr. Bagley in-person due to technical difficulties. He asked to table the item and reschedule with Mr. Bagley in-person. Motion: Vice Chair Turkin moved to table item 13A until the November 13, 2023, meeting. Board Member Hay seconded the motion. The motion passed unanimously. Ms. Shutt confirmed Mr. Bagley will be invited to provide an in-person presentation. Board Member Cruz agreed that Board Member Kelley's concerns are valid. B. Discussion and Consideration of the Second Amendment to the Interlocal Agreement between the Boynton Beach CRA and the City of Boynton Beach for the Funding of the Boynton Beach Boulevard Complete Street Project. Timothy Tack, CRA Assistant Director, introduced the item. He said it is the second amendment to the interlocal agreement. He stated the additional funding request is due to increased construction costs and increased scope. The funding request is from $1.5M to $2.75M. He confirmed it will be a reimbursement to the City from the CRA. Board Member Hay asked about the increase. Ms. Shutt provided additional background on the project and funding. She said they do not know the final until the bids are back. She confirmed the overall project has escalated from $2.9M to approximately $6M and described the benefits of the signature project. She confirmed the CRA has reimbursed the City $1.1M for the design process. 58 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Vice Chair Turkin said he does not want to hinder the project and wants to keep business as usual and move forward. Board Member Cruz asked if this was the TPA grant and whether they could be reimbursed more. Ms. Shutt said no because they are paying for the other 213 of the costs. Chair Penserga said if the costs go up, they need to pay their share. Board Member Kelley asked about the traffic light. Ms. Shutt said they have 100% design plans and the traffic light just east of 3rd is located in the bid. Board Member Kelley expressed safety concerns about a pedestrian only traffic light on a busy road. She said there may be a major incident. Mr. Tack said they can find out more information on the traffic signal. Board Member Kelley reiterated her safety concerns and the risk for parents and children in that area. Chair Penserga supported Board Member Kelley's concerns. Mr. Tack stressed that they are receiving bids in two weeks and their ability to change, or withdrawal that aspect, will be difficult. He said they can explore the actuation process with FDOT. Vice Chair Turkin echoed Board Member Kelley's concerns. He described a similar traffic light of concern on Woolbright and Federal Highway. Board Member Cruz asked staff to provide the latest versions of documents in the future. Chair Penserga asked about options for actuation. Mr. Tack said that FDOT heavily analyzed the traffic light position and location. Chair Penserga said the goal is to ensure it is safer for children crossing. Mr. Tack said they will run it is a blinking caution until it is up and running. Board Member Cruz asked if it would be possible to ask a traffic light on 2nd Street. Mr. Tack said the analysis is very lengthy and CRA staff had to push hard for it. He said they could ask if it is warranted with data to support. He said it would be difficult to incorporate a change order with this current project. Chair Penserga asked about the timeline. Ms. Shutt said this is just for the CRA to reimburse the City. Chair Penserga opened public comments. Ernest Mignoli, 710 NE 7th Street, Boynton Beach, said he spends a lot of time on Boynton Beach Boulevard. He asked them not to vote for the item. He said the plans they put up are expired. He said the federal government has a big problem with traffic calming. He said it is frightening in that area. No virtual comments. Chair Penserga closed public comments. Motion: 59 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Board Member Hay moved to approve the Second Amendment to the Interlocal Agreement between the City and CRA to fund the design and construction related costs not to exceed $2.75 Million for the Boynton Beach Boulevard Complete Street Project and authorize the Board Chair to execute the document subject to final review by CRA and City legal counsels. Vice Chair Turkin seconded the motion. The motion passed unanimously. 14. New Business A. Discussion and Consideration of Options for Slip Number One at the Boynton Harbor Marina. Thuy Shut, CRA Executive Director, introduced the item and provided background information. She said they own 19 slips and 18 have been leased. She noted that attachment 3 includes three years of transient slip rentals but does not account for requests turned away. She said the slip is the most visible but has certain constraints. Brian Smith, Dockmaster, described Slip Number One but noted the Sea Mist uses the area to turn their vessel around. He said a boat could be no larger than 40'. Mr. Smith reviewed the options including transient stays and a long-term rental for an existing lease. He said placing a boat full-time would generate more revue but there are challenges. He also noted the slip is a good staging area for any future seawall repairs. Board Member Kelley agreed a transient slip rental makes the most sense due to the constraints. Board Member Hay supports the Dockmaster's recommendation of transient slip rental. Vice Chair Turkin likes the transient rental option. He said it is the fairest option. He asked what the average length of transient boats they do get. Mr. Smith said it depends on the time of year but there is demand from the smaller vessels. Vice Chair Turkin said creating two additional transient slips would be ideal in the future as they look towards the future seawall project. Board Member Cruz and Chair Penserga also support Mr. Smith's recommendation. B. Discussion and Consideration of a Resolution Authorizing CRA Executive Director Execute Agreements for Temporary Use of CRA -Owned Properties for City Events. Thuy Shut, CRA Executive Director, introduced the item and provided background. She said any use of CRA -Owned Properties currently requires a Temporary Use Agreement. She said the report contains a resolution and Temporary Use Agreement for consideration. She noted both would then go to the City Commission on October 17, 2023. Board Member Hay asked about the notice. Ms. Shutt said for future events, it would be 10 days prior to the event date. Board Member Hay parking is a challenge. Chair Penserga opened public comments. Ernest Mignoli, 710 NE 7th Street, Boynton Beach, said he lives in the middle of many of the public events. He requested more strict rules for public events. He said the parking needs to be accommodated and alcohol needs to be better controlled. 60 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 No virtual comments. Chair Penserga closed public comments. Motion: Board Member Cruz moved to approve both the attached Resolution of the Boynton Beach Community Redevelopment Agency Approving and Authorizing the Executive Director to Enter into Temporary Use Agreements in Her Administrative Capacity, Approving the Form of Such Agreements, and Providing an Effective Date and resolution and the Form Agreement for Use of Property. Board Member Hay seconded the motion. The motion passed unanimously. C. Discussion and Consideration of Purchase of the Property Located at 137 NE 3rd Avenue. Thuy Shut, CRA Executive Director, introduced the item and provided background. She referenced the location map. She said the price is $335,000. She noted it is adjacent to a property the CRA already owns. She said they did not have time to get an appraisal. She stated it could be used for affordable housing. Board Member Cruz said it is important to have affordable housing properties but expressed concern about not having an appraisal. Vice Chair Turkin said he is not comfortable making an offer on a property without an appraisal. He suggested it is priced too high. He liked the location and would be open to getting an appraisal done. Board Member Hay stated the location is strategic but would rather have an appraisal before making a final decision. He said he does not like to go 20% over appraisal. Board Member Kelley agreed that an appraisal is needed before they move forward. Chair Penserga asked how long the appraisal would take. Ms. Shutt said there is no urgency, but they wanted to bring it to the Board's attention. She said they will order an appraisal. Vice Chair Turkin asked if the owner approached the CRA before it went on MLS. Ms. Shutt said no but often owners do approach the CRA first. Chair Penserga clarified the direction is for staff to do an appraisal on the property. Ms. Shutt said the appraisal will take 4-5 weeks. Vice Chair Turkin asked why it would take that long. Ms. Shutt said they typically get three quotes and then they would enter into an agreement. Chair Penserga asked about an advanced bid process in the future. Ms. Shutt said they are reviewing that option. Chair Penserga likes that option so they can be more efficient and competitive in the market. 61 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 D. Discussion and Consideration of Transfer of City Owned Property at 1101 N. Federal Highway to CRA. Thuy Shut, CRA Executive Director, introduced the item and provided background. She said the City recently acquired the property and there is opportunity for the CRA to seek grant funding for curb and debris removal. She stated the deadline to submit the application to Solid Waste Authority is October 18, 2023. She noted one eligibility requirement for the grant is that the CRA owns the property, which is the basis for the request. She added that it is too small a lot for development but could be a good location for an entrance feature. She said the grant would also provide an opportunity to install lighting. Board Member Kelley asked if the City is willing. Ms. Shutt said she wrote a letter to Deputy City Manager Mack and the City concurs. She stated, with approval, it would go to City Commission on October 17, 2023. Board Member Hay said the building on this parcel has been on his demolition list for a while, and he is glad it is gone. He would like to see complementary entrance features and agreed that signage would serve a good purpose on the northwest corner. He said they need to continue to beautify that area. Vice Chair Turkin asked about the specific City response. Ms. Shutt said the City agrees with the transfer. She said the City does not have the bandwidth to focus on this area for beatification purposes. Board Member Cruz agrees with Board Member Hay. Chair Penserga opened public comments. Ernest Mignoli, 710 NE 7th Street, Boynton Beach, said he hopes there is widespread notice and widespread public participation. No virtual comments. Chair Penserga closed public comments. Motion: Board Member Hay moved to approve the transfer of the property located at 1101 N. Federal Highway from the City of Boynton Beach to the CRA. Vice Chair Turkin seconded the motion. The motion passed unanimously. E. Discussion on the lack of communication between CRA staff and City Staff. Board Member Kelley said she continues to have concerns between City and CRA staff, particularly around City events. She said they represent all residents and communication is key. She recently became aware of communication issues between the City staff and CRA staff regarding downtown development. She is worried that lack of communication will impede progress and the City will miss opportunities. She said the CRA leadership may not be the right fit at this time. 62 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Board Member Hay said he is concerned that Board Member Kelley has those concerns. He said he does not know enough about the specifics that Board Member Kelley is referring to in order to make a comment or a recommendation. He is not aware of the issues and would need additional information. Vice Chair Turkin shared similar concerns about downtown development. He said the ball was dropped with Pirate Fest. He agreed with Board Member Kelley that it may be time for new leadership. He said his trust was previously violated and he wants to be able to trust the CRA staff. Ms. Rossmell advised that this is not a published agenda item and would need good cause to continue the discussion. Chair Penserga said that he has heard about the concerns to warrant there is good cause to continue the discussion. Board Member Cruz said she is concerned to hear about this. She said communication is a two- way street. She said Ms. Shutt has years of experience managing CRAs and this CRA as a Deputy. She is shocked to hear what is happening right now. She noted the CRA, and not the City, is the entity that has applied for grant for Boynton Beach Boulevard. She wants to have someone in the position who has experience. She stated that Ms. Shutt has demonstrated that she supports the residents and taxpayer dollars. She reiterated that she is shocked and disappointed that they are having this conversation right now. She strongly opposes a change of CRA leadership. Board Member Hay asked where this conversation is coming from and said they do not need disruption at high levels. He said they need to be upfront, and he is not aware of the problems. He said they have a great Board and have done a lot of great things together. He said they do not need to handle these types of issues in a public arena. Board Member Kelley said her concerns are not made up. She spoke with Planning and Development about downtown projects, and they have expressed communication issues with the Executive Director and City staff. She does not take her concerns lightly and has had discussions with the Executive Director privately. Board Member Cruz said she has never heard any of Board Member Kelley's concerns. She said they need to hold two entities responsible for lack of communication. She said they need more information to validate the claims being made. She said they also need to give people an opportunity to improve. She agreed with the Pirate Fest situation regarding the communication but noted there was an Interim City Manager during that time as well. She said she does not appreciate someone's job being threatened. Vice Chair Turkin said there is a lot of good work that has been done but wants to ensure there is continuity. Chair Penserga said if a motion is made to terminate the Executive Director, he requests that it be done without cause. 63 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Board Member Hay said this is sudden and surprising. He said Ms. Shutt has had a tremendous track record and it is mind boggling they are discussing termination. He stated she has a lot of experience, and he will not be a part of this. He said they need more time to discuss, and something is missing. He spoke about the respect Ms. Shutt receives from other cities. He asked for more clarification. Board Member Cruz said they do not want special interests like developers to run the CRA. She said they want to have someone in the Executive Director position that is for the people and protecting tax dollars. She cautioned the Board members to be careful who they take advice from. She asked for clarification about the rules. Ms. Rossmell stated she pulled the Executive Director's contract and termination may be accomplished unilaterally by the Board at any duly noticed public meeting. She said a termination must be stated if it is with or without cause. She added that without cause would entitle Ms. Shutt to severance pay of between 3-20 weeks from the effective date of termination. Board Member Cruz asked how many votes would be needed tonight to terminate Ms. Shutt. Ms. Rossmell confirmed it would be three votes. Board Member Hay said they just gave Ms. Shutt an increase in salary. He asked where she fell off the track in the last few months. Board Member Cruz said if they move in the direction of termination, they will kill the morale of the CRA. She said they could have added the item to a future agenda in order to determine whether emails were sent to City staff regarding Blarney Bash. She encouraged the Board to consider their reputations when making this decision. Vice Chair Turkin stated that the public should look at campaign donations if they are going to discuss special interests. He said there is only one person who has not taken donations from developers and or special interests and that is him. He noted, for the record, this is not about special interests. Chair Penserga said if there is no motion, then the discussion is over Board Member Hay said that no one is perfect, and it is difficult to be Executive Director. He said they will destroy the trust and they need to be careful moving forward. He asked if someone did something to the level that would make them lose their job. Board Member Kelley said she discussed her concerns privately and this is not coming lightly. She stated she has heard over and over again about Ms. Shutt not willing to work together. She said they need to look at the big picture and moving forward. She said her observations have come from conversations with City staff. Motion: Board Member Kelley moved to terminate the Executive Director without cause. Vice Chair Turkin seconded the motion. 64 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Ms. Shutt said this is a surprise for her and she is pained that there is a split decision. She said she has tried to set up joint meetings with City senior staff, including a monthly meeting with Planning and Development staff. She said she is happy to serve the whole Board as long as she has their confidence. She said she has ample emails to back up her efforts to coordinate meetings. She said they have the best staff, and she does this for a community. She does not want them to divide themselves. She asked for the opportunity to learn more about her shortcomings. She said they should act with their heart and professionalism and asked them to consider the work she has done. Board Member Cruz said if Ms. Shutt loses her job there needs to be accountability on both sides of the communication spectrum. She said they cannot pick one person and put all the blame on them. Board Member Hay wants a copy of whatever information is being passed around, including names of who says what. He said there is no information presented to justify the motion. He is questioning the process. He stated this is not what he signed up for. Chair Penserga requested a five-minute recess to confer with Counsel. Chair Penserga opened public comments. Mark Karageorge, Boynton Beach, said he remembers when Ms. Shutt was hired because she was one of the best people in the state. He said she made things happen and partners with the right people. He stated she is a proven professional and this is repugnant. He said they could have gone to a closed -door session to air out the issues. He noted they recently evaluated Ms. Shutt and gave her the highest marks. He spoke about previous challenging relationships between the CRA and City. He said they need to keep Ms. Shutt. Renee Rosario, 3448 Quantum Lakes Drive, Boynton Beach, said there has been more done in the eastern portion of Boynton Beach then in her entire lifetime. She said that happens due to leadership. She said she is desperately asking them to reconsider their decisions. Ernest Mignoli, 710 NE 7th Street, Boynton Beach, said he expects the vote to go on an agreed with the evidence that is out there. He said there are tremendous facts out there with developers, City officials, and communication. He said the former City Manager was terminated in a similar way. He said everything heard in the back room should be heard by the public. Mildred Hay, Boynton Beach, said she has never witnessed a meeting like this. She said the Board Members did not have much experience when they started in their positions. She stated that Ms. Shutt has tremendous experience. She said the City is vulnerable due to lack of experience. She spoke about past CRA Executive Directors who were also in-house staff members. She said that City Council members do not need to have any experience. She noted the City Manager has no experience. She said they do not know enough to make these decisions about someone's life. She stated the CRA is complicated. Christine Roberts, Boynton Beach, joined virtually. She said they have the best CRA Executive Director that the City has ever had, and this seems like a witch hunt. She said there may be a violation of Sunshine Law here since three Board Members seems to have known about the item. She said they should look at the City's top management if they are going to fire Ms. Shutt. 65 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Chair Penserga closed public comments. Ms. Rossmell said the motion needs to provide the termination effective date. Chair Penserga stated October 10, 2023, at 12:00 A.M. would be appropriate. Board Member Kelley and Vice Chair Turkin accepted the amendments to the motion. The motion passed 3-2 with Board Member Hay and Board Member Cruz dissenting. Board Member Cruz left the dais. Ms. Rossmell said the Board will need to set severance and provide direction on who will service in the interim Executive Director capacity. Chair Penserga recommended the full 20 weeks of severance pay. Motion: Vice Chair Turkin moved to approve 20 weeks of severance pay. Board Member Kelley seconded the motion. The motion passed 3-1 with Board Member Hay dissenting. Board Member Cruz was not present for the vote. Motion: Vice Chair Turkin moved to appoint Timothy Tack as the Interim Executive Director. Board Member Kelley seconded the motion. Ms. Rossmell noted that Mr. Tack would need to accept the appointment. She noted that the Board could proceed with the rest of the agenda if Mr. Tack needs some time to consider. Chair Penserga agreed to proceed with the rest of the agenda. Ms. Shutt asked Mr. Tack to accept the appointment, noting she hired him for a reason. Ms. Rossmell recommended another five-minute recess. The Board agreed. The Board reconvened. Ms. Rossmell stated that Mr. Tack requested to keep his title as Assistant Director and be named Acting CRA Director until the Board names a permanent replacement. Motion: Vice Chair Turkin moved to designate Timothy Tack as the Acting CRA Director and retaining his position as Assistant Director. Board Member Kelley seconded the motion. Chair Penserga opened public comment. Ernest Mignoli, 710 NE 7th Street, Boynton Beach, agreed with Mr. Tack's request. 66 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Mildred Hay, Boynton Beach, said Ms. Shutt is a woman of high honor and she is courageous. She said she appreciates her service and help. She stated she did all she could. She thanked the CRA staff and said Ms. Shutt brought peace to their work. She blessed her and thanked her for staying tonight to see it through. No virtual comments. Chair Penserga closed public comment. The motion passed 3-1 with Board Member Hay dissenting. Board Member Cruz was not present for the vote. 15. CRA Projects in Progress A. Boynton Beach Art Walk Recap B. Social Media Outreach Program 3rd and 4th Quarterly Report (April 2023 -September 2023) C. Social Media & Print Marketing Update D. CRA Economic & Business Development Grant Program Update E. MLK Jr. Boulevard Corridor Mixed Use Project (d/b/a Heart of Boynton Village Apartments) update Motion: Vice Chair Turkin moved to table additional items 15A and 15E. Board Member Kelley seconded the motion. The motion passed 3-1 with Board Member Hay dissenting. Board Member Cruz was not present for the vote 16. Future Agenda Items A. Discussion and Consideration of a Second Revised Interlocal Agreement and the Purchase and Sale Agreement with the City of Boynton Beach for the Historic Woman's Club of Boynton Beach located at 1010 S. Federal Highway - November B. Discussion and Consideration of an Interlocal Agreement (ILA) with City of Boynton Beach regarding Ride Sharing Program - November C. Discussion and Consideration of a Contract regarding Ride Sharing Program - November 67 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 17. Adjournment Board Member Turkin moved to adjourn. Board Member Kelley seconded the motion. The motion passed unanimously. There being no further business to discuss, the meeting was adjourned at 9:27 P.M. Tammy Stan, one, CMC Deputy City'Clerk 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 CONSENT AGENDA AGENDA ITEM 11.0 SUBJECT: Approval of the Commercial Rent Reimbursement Grant Program in the Amount of $18,000 to Stoic Financial LLC located in Colonial Center at 1200 S. Federal Highway, Suite 201 SUMMARY: The CRA's Commercial Rent Reimbursement Grant Program provides qualified new or expanding businesses located within the CRA boundaries with rent payment assistance for a maximum period of 12 months. CRA staff has received a complete grant application in the amount of $18,000 from Stoic Financial LLC, located in Colonial Center at 1200 S. Federal Highway, Suite 201, Boynton Beach, FL 33435 (see Attachments 1-11). Stoic Financial is dedicated to providing investment management and strategic wealth planning that is specific to you and your situation. They strive to be your trusted advisor and their primary focus is to provide sound advice that is designed to achieve long-term investment results. Stoic Financial is dedicated to professionally supporting, educating and providing informed direction to each and every client with trust, integrity and respect. As a professional office, Stoic Financial will employ four team members ranging from the financial advisors and client associates. Under the terms of their Landlord -Tenant Lease Agreement, the base rent to be paid by the applicant is $3,000 per month (see Attachment III). Stoic Financial qualifies as a Tier II business (as specified in the grant application) and would received reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,750 per month for a 12 -month period, whichever is less. If approved, Stoic Financial would be reimbursed in the amount of $1,500/month for a period of 12 months or a total grant amount of $18,000 during its first year of business. Grant reimbursements to the approved applicant occur on a monthly basis with proof of rent payments. FISCAL IMPACT: FY 2023-2024 Budget, Project Fund, Line Item 02-58400-444, $18,000 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Rent Reimbursement Grant in the amount not to exceed $18,000 to Stoic Financial LLC located in Colonial Center at 1200 S. Federal Highway, Suite 201, Boynton Beach, FL 33435. ATTACHMENTS: Description • Attachment I - Commercial Rent Reimbursement Grant Application • Attachment II - Location Map • Attachment III - Lease 70 B To 0. YN BEACH,,/,,,,' , REDE`tVEU,,,)?MENT AGEN,,CY October 1, 2023 — September 30, 2024 M The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation or expansion. The BBCRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than one year or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be produced by the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Initials Page I of 15 Rent Reimbursement 100 East Ocean Avenue, 41h Floor, Boynton Beach, FL 33435 — Phone: (561) 600 - 9090 www.boyntonbeachcra.com 71 MEME32= The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the form of a monthly rent reimbursement for the first 12 months of business. New businesses are eligible to apply for assistance for up to one year from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, permits are closed out, City and County licenses are obtained, and the business is open for operation under a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO). For businesses that do not require any construction work, rent reimbursements will not be paid until City and County licenses are obtained and the business is open for operation. On a monthly basis, the BBCRA will issue reimbursement directly to the applicant. Reimbursement is for the monthly rent payment made to the landlord, and is dependent upon receipt of verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the parties to the lease, (the tenant and the landlord). As grantor, the BBCRA does not bear or accept any responsibility for payment of rent at any time, or for penalties incurred for the late arrival of payments by any party. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses stay competitive through training grants and talent acquisitions and also provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careers, Mce bc.,corn. Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: Applicant must be a new business, or an existing business that is expanding in size. Initials Page 2 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 — Phone: (561) 600 - 9090 www.boyntonbeachcra.com 72 • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). ® Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size or open a second location within the BBCRA Area. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease at the time of BBCRA Board approval, • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: Initials Page 3 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 — Phone: (561) 600 - 9090 www.boyntonbeachcra.com 73 • Firearm Sales/Shooting Range • Religion -Affiliated Retail Stores • Non-profit organizations • Check Cashing Stores • Kava Tea Bars • Adult Entertainment • Adult Arcades • Alcohol and/or Drug Rehabilitation Centers/Housing • Massage/Personal Services • Auto Services Facilities - repair, storage, sales, etc • CBD Retail Stores, etc. • Convenience Store • Churches/places of worship • Medical Research Centers/Housing • Tattoo Shops / Body Piercing Body Art Shops • Liquor Stores • Vapor Cigarette, E Cigarette Stores • Pawn Shops • Any other use that the BBCRA staff or BBCRA Board determine will not support the redevelopment of the BBCRA Area This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval. Tier One Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or $2,000 per month, whichever is less (maximum amount of the grant is $24,000, distributed in 12 monthly payments). Tier One Businesses must be one of the following types of businesses: • Restaurant • Bakery • Gourmet Food Mark] Tier Two Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or $1,750 per month, whichever is less (maximum amount of the grant is $21,000, distributed in 12 monthly payments). Initials Page 4 of 15 Rent Reimbursement 100 East Ocean Avenue, 4t" Floor, Boynton Beach, FL 33435 - Phone: (561) 600 - 9090 www.boyntonbeachcra.com 74 Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home D6cor/Design - home furnishings, art galleries, kitchen wares • Accounting Offices • Real Estate Offices • Marketing Offices r Fitness Centers ® Specialty Businesses - stationary, gifts, sporting goods • Take-out Foods • Clothing Boutique - clothing, shoes & accessories • Law Offices ® Hair/Nail Salons (no more than 2 approvals per fiscal year) • Medical Offices • Insurance Offices • Laundry/Dry Cleaner facility ® Florists (no more than 2 approvals per fiscal year) If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease at the time of Board approval. The commercial lease must define the landlord -tenant relationship and at minimum provide the following information: ® A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. For purposes of this paragraph, the term "subject property" means the [eased premises of the grant recipient, for which the applicant or grant recipient is seeking rental reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the BBCRA for all grant money received up to that point and will not be eligible to receive any further grant funding. Initials Page 5 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 - Phone: (561) 600 - 9090 www.boyntonbeachcra.com 75 For purposes of this grant, the BBCRA considers the following to be subletting: A) executing a sublease, assignment, or similar agreement with an entity that is not the grant recipient; B) allowing the subject property to be occupied by any business entity in which the grant recipient is not listed as the registered agent, owner, officer or director of said business, or assisting such a business in so doing; C) allowing or assisting a business entity other than the grant recipient to list its place of business as the subject property; or D) allowing or assisting a business entity other than the grant recipient to obtain a business tax license from the City of Boynton Beach for the subject property. The fact that a business entity other than the grant recipient occupies the subject property, lists its place of business as the subject property, obtains a business tax license for the subject property, or similarly appears to use the subject property is sufficient evidence that the grant recipient has allowed or assisted such other business entity to do so and is grounds for termination of any further grant payments and seeking reimbursement for previously paid grant payments. However, it shall not be considered a prohibited subleasing when the business purpose of the applicant is to provide a space for aspiring businesses, such as when the applicant is a business incubator, commissary kitchen, or business that provides co-op workspace. The BBCRA will determine whether a certain applicant fits into the exception described in this paragraph on a case-by-case basis. Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, 4t' Floor, Boynton Beach, FL 33435 or downloaded from www.boyntonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants may submit complete applications via email or mail hard copies of the application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first-served basis. Application packets must include the following documentation: Initials -4 Page 6 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 — Phone: (561) 600 - 9090 www.boyntonbeachcra.com 76 1 - A non-refundable fee of $100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Provide a 2-3 sentence mission statement for the applying business entity. This will be used as a way to introduce your business to the BBCRA Board. 3. Resume for each principal/owner of the business, 4. Copy of the corporate documents for the applying business entity. 5. Copy of City and County Business Licenses (Business Tax Receipt). 6. Copy of executed multi-year commercial lease agreement. 7. Two years of corporate tax returns (for existing businesses only). 8. Two years of personal tax returns for the principal/owners of a new business (if no corporate tax returns). 9. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 10. If applicant is an existing business expanding to occupy more than 50% of its current square footage size, verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. 11. Completed and signed application (attached). 12. Authorization to perform credit check for the business and each principal/owner of the business (attached). 13. W9 Form and Vendor Application (attached). All required application documentation must be Submitted no later than noon two weeks Prior to the second Tuesday of the month. BBCRA staff will review the application to evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. The BBCRA Board meets on the second Tuesday of each month. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will Initials Page 7 of 15 Rent Reimbursement 100 East Ocean Avenue, 4t" Floor, Boynton Beach, FL 33435 — Phone: (561) 600 - 9090 www.boyntonbeachcra.com VAN be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing. BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Monthly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to BBCRA Board approval. A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the approved applicant. Reimbursement will occur on a monthly basis. Following the initial Reimbursement Request, each reimbursement request shall be made within 30 days of the start of the next month. In order to receive monthly rent reimbursement the grant applicant must submit the following - 1 . Written request for reimbursement. 2. Proof of rent payments (Le., copies of the front and back of cancelled checks for that month's reimbursement or proof of direct deposit). If applicant does not submit its monthly reimbursement [eguest within 30 days following the end of the next month in which applicant is requesting reimbursement, applicant forfeits that month's reimbursement. Initials Page 8 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 — Phone: (561) 600 - 9090 www.boyntonbeachcra.com 78 The receipt of past payments does not guarantee future payments. The BBCRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE 0 FUNDING I It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the property. Nor Shall issuance of a grant result in any obligation on the part of the BBCRA to any third party. The BBCRA is not required to verify that entities that have contracted with the applicant or applicant's landlord have been paid in full, or that such entities have paid any subcontractors in full, Applicant's submittal of verification that monthly rental payments have been cleared by the bank warranty is sufficient assurance for the BBCRA to award grant funding. Initials Page 9 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 - Phone. (561) 600 - 9090 www.boyntonbeachcra.com 79 "m'RA TO N' B 40YN Business Name (and d/h/Gifaookceb|e): Current Business Address: Business Phone Number: Fax: Existing Business: Yes X No Time EtCurrent Location: 2 Number of years in existence: 2 New Business 1m Boynton Beach: Yes X No Ooyou have anexecuted lease agreement: Yes X No_______ Kso, monthly base rent: $300 New Business Address: 1200 S, Federe-0 Flwy, Sufte 201, Boynton Beach, FL., �',334315 Square footage Ofcurrent location: _ Square footage ofnew location: 1000 - Number of Employees: --., 4 Hours of Operatiow, �Monclay,,Fri�Jay-/�,4,arii-5prri Page 10ofl5 Rent Reimbursement lODEast Ocean Avenue, 4'"Floor, Boynton Beach, FL33435—Phone: (561)6OO-9O9U vvvvvv.boyntonbeachcra.conm 80 . . . .. . . . . . . . . . . . . . . . "RA BOYNTON ammBEACH REDEVELCD81"IMENT AGENCY" PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: AARON STEVENS Date of Birth: 08/13/1980 —Email., — AARON.S FEVFI�NS TOKFINANCIALCOM Residential Address: 386,1`5 iNim(g"m ST', DELRAY BE,-,ACH, F1_313445 Cell Phone Number: 561-400-8945 2. Principal/owner Name: Date of Birth: Email: Residential Address: 3 Cell Phone Number: Principal/Owner Name: Date of Birth: Residential Address: Cell Phone Number: 2M 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 — Phone: (561) 600 - 9090 www.boyntonbeachcra.com 81 N, C*'R,A BCDYNT 0,,,, BEACH'I/1'."!" REDEVELOPMENT AGENC"(` Are you applying for grant assistance under any other program offered by the BBCRA? Yes No }{ Ifyes, what additional programs are you applying fVr Are you receiving grant assistance under any other governmental agencies: Yes __No X If yes, list any additional grant sources and amounts: Landlord Name: EoipmpLL(" Landlord's Mailing Address.' Landlord's Phone Number: 561-306-2849 For purposes ofthis certification and waiver 0f privacy,1habannl"reherStoUle8pp|iCantamdto all signatories below individually. By signing below, each signatory represents and confirms that hourshe iaauthorized tmsign onbehalf ofthe applicant(s). |, the undersigned app!icant/s\.certify that all information presented inthis application, and all of the information furnished iDsupport 0fthe application, isgiven for the purpose ofobtaining Ggrant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant PrngrarO, and it is true and complete to the best ofrnyknowledge and belief. I further certify that I am aware of the fact that I can be penalized to the maximum extent permitted by law for making false statements or presenting false information. Ifurther acknowledge that | have read and understand the terms and conditions set forth and described in the Boynton Beach Page 12ofl5 Rent Reimbursement 1OOEast Ocean Avenue, 4 mFloor, Boynton Beach, FL33435—Phone: (S61)GO0-9O9O vvvvvv.boyntonbg8chcra.conn 82 BOYN B EAC Ffll? C�wwmo� R A Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer furthering the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in my application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. 1 understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Bent Reimbursement 100 East Ocean Avenue, 4t" Floor, Boynton Beach, FL 33435 — Phone: (561) 600 - 9050 www,boyntonbeachcra.com 83 BCYNTON" =BEACH I N 1,11"'Y' CY LUMOV Hym 5 /n, 7.0, ldoj PrinciVal/Owner's Signature Date AARON s,rE_VENS MANAGER Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to PrincipallOwner's Signatures - Multiple notary pages may be used if signing individually STATE OF _., E I o r i'do\ —COUNTY OF PIA I IM a a C, 4 BEFORE ME, an officer duly aut orized by law to administer oaths and take acknowledgements, personally appeared_. arc, & vA S —1 who is/are personally known to me or produced Ktl.w," +0 qL±, - as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this 2& day of 20__2-3 NOTARY PUBLIC My Commission Expires: 07 12 Vz k4y c,ornrn, 07if-V/202,13 Page 14 of 15 No. H: -I � 49529 ZZ Rent Reimbursement 100 East Ocean Avenue, 41h Floor, Boynton Beach, FL 33435 — Phone: (561) 600 - 9090i "'% UBOG (DF F -V www.boyntonbeachcra.com 84 BOYNTOf�"I " coo -BEACH R�A CONALAWN01"Y REDEVEL�0?hlll�,iEN"I'AGEt�,i�CY LANDLQRD SIGNATURES.- 1. Landlord's !Siglna!t Printed Name 2, Landlord's Signature Printed Name Notary as to PrincksollOwner's individually STATE OF E(o r l'd 0_ COUNTY OF RAI i4j_&g L 2 117 Title BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared -Zofv% C—ydv-FFV , who is/are personally known to me or produced. jcno,�J,4 jg L�4 as _ p2t identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of _ () C f , 20_g_3_ NOTARY PUBLIC 0 I'l 0 r My Commission Expires: Z, MY Comm Expircs C) �IF)612025 149529 Page 15 of 15 �G Rent Reimbursement U51 100 East Ocean Avenue, 4thF Ln'� Floor, Boynton Beach, FL 33435 — Phone: (561) 600 - 9090 lj�MW \0" www.boyntonbeachcra,com 85 10/30/23, 10:04 AM PAPA Maps DOROTHYJACKS Hh : ,Y. n.,r.v ........................ , y�vlldaR°�'n'lll'Illllllllllllll lll' https://maps. co. pal m-beach.fl. us/cwg is/papa. htm I?gval ue=08434527510012010 1 86 Lease for Professional Office Space This lease is made and entered into effective the ,� � — day of 2023, by and between Eclipse LLC (herein called "Landlord") and Stoic Financial, LLC (herein called "Tenant"). BASIC LEASE TERMS 1. Landlord's Name and Contact Information Eclipse LLC Attn: Zoltan Gyorffy 123 NE I't Avenue Delray Beach, FL 33444 II. Tenant's Name and Contact Information Stoic Financial LLC Attn: Aaron Stevens 1210 S. Federal Highway Suite 201 Boynton Beach, FL 33435 (561) 400-8945 111. Term of Lease 2 years IV. Occupancy Date December 1, 2.023 V. Lease Commencement Date VI. Rent Commencement Date VII. Lease Premises Address (Herein called "Property" or "Building") VIII. Base Rent December 1, 2023 December 1, 2023 Commercial Condominium Building 1200 S. Federal Highway Unit 201 Boynton Beach, Florida 33435 Parcel ID 08-43-45-27-51-001-2010 $36,000.00 for first year $37,800.00 for second year IX. Tenant Improvements All Tenant Improvements must be approved in writing by the Landlord whose consent shall not be unreasonably withheld, X. Signage Landlord -7--6' Teriant: R Page I of 15 87 XL Last month's rent and Security Deposit At the time of execution of this Lease, Tenant shall pay last month's rent in the amount of $3,150.00 plus sales tax and Security deposit in the amount of $3,000.00. X11. Permitted Use The ]eased square footage shall be utilized only for the purpose described below without the written consent of the Landlord. Financial planning and administrative and business office use only for the named Tenant. X111. Total Monthly Amount Due Year I Gross Rent $3,000.00 6.5% Sales Tax $195.00 Year 2 Gross Rent $3,150.00 6.5% sales tax $204.75 Electric, water, cable, phone, internet shall be separately metered and are the responsibility of the Tenant, as well as pest control and janitorial services for the ]eased premises. Real estate taxes, property insurance and condominium maintenance shall be the responsibility of the Landlord. Tenant shall be responsible for contracting with an AC maintenance company, which shall be approved by Landlord and whose consent shall not be unreasonably withheld, for quarterly per year maintenance of all AC units and associated equipment. Article 1: Basic Lease Provisions I Leased Premises. iii consideration of the rents and agreements contained in this lease, the Landlord leases to the Tenant and the Tenant leases from the Landlord 1200 S. Federal Highway, Unit 201, Boynton Beach, Florida 33435 Parcel ID 08-43-45-27-51-001- 2010 (the "Leased Premises"). 1.2 Additional Usc of Areas Tenant Use and Occupation of the Leased Premises shall include the non-exclusive use, in common with other Tenants entitled thereto, of the parking areas, sidewalks, and common areas which now exist or may be constructed in the future by the Landlord subject to reasonable rules and regulations prescribed by the Landlord. Page 2 of 15 Landlord: Tenant: Tenant shall not cause any of the sidewalks, entrances, and passages in and about the "Building" or "Property" nor any other common areas to be obstructed or used for any purpose other than ingress or egress. Tenant shall instruct its agents, employees, and invitees not to use the sidewalks and other common areas for loitering, lounging or gathering and not to litter within such areas. Solicitation or distribution of Tenant sales material is prohibited in any of the common areas. 1.3 Term of the Lease: The term of the lease shall be 2 years, 1.4 Termination Option In the event that the Tenant is legally unable to operate its business in the Leased Premises, for any reason, Tenant shall have the right'to terminate this Lease upon 90 days' prior written notice to the Landlord and the payment of a Termination Fee to the Landlord equal to 6 months Base Rent plus all applicable sales taxes. 1.5 Failure of the Tenant to Take Possession In the event that the Tenant fails to take possession of the Leased Premises within ten ('10) days of being noticed by Landlord that the Leased Premises are available for delivery, Tenant shall be in default under the terms of this Lease and Landlord shall have the right, at its option, to cancel the Lease by giving Tenant written notice thereof. This Lease will terminate ten (10) days after Landlord gives Tenant such notice. Landlord will retain all prepaid security deposits and rental amounts as liquidated and agreed damages. This provision shall not limit Landlord from seeking other damages if necessary. 1.6 Control of Common Areas by Landlord All "Common Areas", including, but not limited to all parking areas, driveways, ingresses, egresses, other facilities, areas and improvements furnished by the Landlord, are subject to the exclusive control and management of Landlord. Article H: Payment of Rent and Other Expenses 2.1 Payment Amounts and Time of Payment At the time of execution of this Lease, Tenant shall pay first month's rent plus sales tax in the total amount of $3,195.00 and last month's rent Plus sales tax in the total amount of $3,354,75. Tenant shall pay the monthly Base Rent and all applicable sales tax beginning November 1, 2023. 2.2 Place of Pa, ment and Notices Tenant will pay all rental amounts, fees and charges and present Landlord with all notices at 123 NE I st Avenue, Delray Beach, Florida 33444. Any payment received by Landlord after fifth business day of the month that it is due shall incur a "late charge" equal to Fifteen Dollars ($15.00) per day. Page 3 of 15 Landlord.272f Tenant: L -M 2.3 Sales Tax Tenant shall pay all applicable sales tax at the current rate when payments are made. Article III: Delivery of Premises I Delivery of Premises Landlord shall deliver the premises to the Tenant in "As Is" condition, Landlord reserves the right at any time, with or without notice to Tenant, to perform maintenance operations, to make repairs, alterations, and additions to the Lease Premises, provided said efforts do not unreasonably interfere with Tenant's ability to utilize the Premises. Article IV: Conduct of Business By Tenant 4.1. Use of Leased Premises Tenant will occupy and use the Leased Premises for the duration of the Initial Lease term and any Option Periods exclusively for the permitted uses specified in Paragraph XH of the Basic Lease Terms unless given written, specific consent by Landlord. In the event Tenant uses the Leased Premises for a purpose other than stated in this agreement, Landlord may, in addition all other remedies available to it, terminate this Lease or restrain said improper use by injunction. Tenant may not use the Leased Premises to conduct any activity or enterprise which is prohibited by any state or federal law, ordinance, or regulation. Tenant shall not perform, nor permit, any acts or carry on any practices which may damage the Leased Premises, Building or Property, or its improvements or be a nuisance to other tenants of the Property or their customers, employees, or invitees or which will result in the increase in casualty insurance premiums. 4.2 Environmental Representations and Warranties Tenant agrees not to store in, on, or outside of the Leased Premises any hazardous, flammable, combustible, or explosive, materials of any type, as defined by local, state, or federal agency, or any other type of toxic, corrosive reactive, or ignitable material. 4.3 Environmental Actions (a) Tenant agrees not to store in, on, or outside of the Leased Premises any hazardous, flammable, combustible, or explosive, materials or any type, as defined by local, state, or federal agency, or any other type of toxic corrosive reactive, or ignitable material. (b) Tenant agrees to document all hazardous waste disposals and to keep the same on file for no less than five (5) years following the Termination Date of this Lease. Tenant agrees not to generate hazardous effluents. Page 4 of 15 Landlord Tenant: 71<' 90 (c) Tenant agrees to allow reasonable access to the Leased Premises for monitoring of the aforementioned by Landlord, and the Florida Department of Environmental Regulation to assure compliance with the above conditions relating to the use of the Leased Premises. At any time during the term of this Lease and for a period of two years after the conclusion of this Lease, Landlord shall have the right to have one Class I or Class 11 environmental audit performed upon the Leased Premises and adjacent areas at the Landlord's expense to insure Tenant's performance under this agreement. (d) Landlord shall install and maintain at readily available locations within the Leased Premises fire extinguishers that meet all codes and requirements of the local fire authority. 4.4 Environmental Indemnification Tenant, and any guarantor, shall, at their sole cost and expense, indemnify, protect, and hold harmless Landlord, including Landlord's employees and agents, against any and all negligent or intentional actions of the Tenant, including employees and agents, causing harm to Landlord. Hazardous Materials are defined as any and all hazardous or toxic materials, wastes, or substances, which are defined, determined, or identified as such in, or are subject to, any goverm-nental regulation. Article V: Security Deposit 5.1 Security Deposit At the time of execution of this Lease, Tenant shall pay a security deposit in the amount of $3,000.00, which security deposit shall be security for the full and faithful performance by the Tenant of all the terms, covenants, and conditions of this Lease upon the Tenant's part to be performed, which said security deposit shal I be returned to the Tenant after the time fixed as the expiration of the term hereof, provided the Tenant has fully and faithfully carried out all of said terms, covenants and conditions on the Tenant's part to be performed. Landlord shall have the right, but not the obligation, to apply any part of said deposit to cure any default of the Tenant, and without prejudice to any other remedy Landlord may have on account thereof, and, if the Landlord does so, Tenant shall, upon demand, deposit with Landlord the amount so applied so that the Landlord shall have the full deposit on hand at all times during the term of this Lease. Tenant's failure to pay to Landlord a sufficient amount to restore said security to the original sum deposit within twenty (20) days after receipt of demand therefore shall constitute a breach of this Lease. No interest shall be paid by the Landlord to the Tenant on such security deposit. In the event of bankruptcy or other creditor or debtor proceedings against the Tenant, all security shall be deemed to be applied first to the payment of rent and other charges due Landlord for all periods prior to the filing of such proceedings. In the event of a sale of the building or a lease of the land on which it stands, subject to this Lease, the Landlord shall have the right to transfer the security to the vendee or Page 5 of 15 Landlord: Tenant 91 lessee and the Landlord shall be considered released by the Tenant from all liability for the return of such security and the Tenant shall look to the new landlord solely for the return of the said security and it is agreed that this shall apply to every transfer or assignment made of the security to a new Landlord. The security deposit under this Lease shall not be mortgaged, assigned, transferred, or encumbered by the Tenant without the prior written consent of the Landlord and may be co -mingled with other funds of Landlord. Article VI: Construction and Alterations 6.1 Construction and Alterations Tenant shall not make or cause to be made any alterations, additions, or improvements to the Leased Premises or the Common Area which would require a building permit without the written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Improvements, additions, or alterations include, but are not limited to, the following: exterior signs, plumbing fixtures, shades or awnings. For alterations other than cosmetic changes, Tenant shall present Landlord with plans and specifications for any proposed alterations and must demonstrate to Landlord that the proposed alterations comply with local zoning and building codes. All construction within the Leased Premises must be completed in a good and workmanlike manner and in compliance with all govenu-nental regulations. Tenant agrees to indemnify Landlord and hold it harmless against any loss, liability, damage, resulting from such work. 6.21 espop-sibilit of the Tenant Any and all interior decorations by the Tenant shall remain the property of Tenant during the Term of the Lease and any elected Option. Upon expiration of the Lease, Landlord shall have the right to require Tenant to remove such decorations. Any decorations not removed by J.enant at the expiration of the Lease Term become property of Landlord. All alterations or improvements to the Leased Premises will remain the property of Landlord upon termination of the Lease. Tenant shall be required to pay Landlord for damages to the Leased Premises which exceed ordinary wear and tear. Tenant shall pay Landlord within ten (10) days of written demand, the reasonable cost of repairing dannages which exceed wear and tear. Article VII: Responsibility of Landlord 7.1 Responsibility of Landlord Landlord agrees to repair and maintain in good order and condition the "Building" and "Property" and the Common Areas of the Property. Tenant is responsible for keeping in good repair and condition the Leased Premises. Tenant is responsible for the cost of repair for any damage caused by the negligence of Tenant, its employees, agents, contractors, customers or invitees. Tenant is responsible for plumbing repairs Page 6 of 15 Landlord Tenant 92 within the Leased Premises caused by the actions of its employees, agents, contractors, customers or invitees. In no event shall Landlord be liable for damages or injuries arising from Tenant's failure to make said repairs, nor shall Landlord be liable for damages or injuries arising out of defective workmanship or materials in making such repairs. At the termination of Lease, Tenant shall deliver to Landlord the Leased Premises in good repair and condition except for reasonable wear and tear or damage from fire or other casualty. hi the event that the Building or Property or Common Areas require repairs that prevent the Tenant from reasonably utilizing the Leased Premises as contemplated by this Lease Agreement, Landlord shall prorate Tenant's rent for that period of time in which Leased Premises were unable to be reasonably utilized as contemplated by this Lease Agreement. In the event Tenant is prohibited from utilizing the Leased Premises for 30 days, Tenant shall have the right to terminate this Lease. 7.2 &s Tenant agrees to repair and maintain in good order and condition the nonstructural interior portions of the Lease Premises, including doors, windows, and floor covering. Tenant shall not in any way affect or modify any walls, ceilings, or floors without the Landlord's written consent which shall not be unreasonably delayed, except for changes that do not require a building permit. Tenant shall not place any merchandise, equipment, or personal property in the Common Areas. Plumbing fixtures and system within the Leased Premises shall not be used for any purpose other than those for which they were installed. No rubbish, personal hygiene products, rags, garbage, or food products shall be deposited herein. Tenant shall also not attach any equipment that exceeds the capacity of the utility lines leading to the Leased Premises or the Building. Tenant shall comply with all requirements of the law, ordinances, and regulations of all governmental authorities. Tenant shall provide its own janitorial services at its own expense in order to keep the Leased Premise neat, clean and orderly. Tenant shall keep the Leased Premises sanitary and free from objectionable odors, insects and pests. Tenant shall not permit and will take affirmative action to disallow the usage or possession of any illegal substance in, on, or upon the Leased Premises. Tenant shall keep all garbage and refuse in a container located on the Property, but outside the Leased Premises, provided by the Landlord. Under no circumstances may Tenant store refuse or a refuse container at the rear of the Building or in the Common Area of the Property. Page 7 of 15 Landlord Tenant: 93 Tenant shall comply with all reasonable rules and regulations of Landlord at the time of the execution of this Lease and at any time or times as deemed necessary at the sole discretion of the Landlord in connection with the Leased Premises and the Building. Tenant shall give Landlord immediate telephonic notice and followed by written notice of any fire or damage occurring on or to the Leased Premises. Leased premises shall not be used living or sleeping quarters. No animals shall be, kept within the Leased Premises. The Leased Premises are located in a commercial condominium development. The Lease and Tenant's rights under it, including as to the common areas, are subject to all terms of the governing documents for the project, including, without limitation, the Declaration of Condominium, and any restrictions, rules, and regulations now existing or hereafter adopted, amended, or repealed. 7.3 Failure of Tenant to Re Dair If Tenant refuses or neglects to repair properly any', damage as required under this Lease or to the reasonable satisfaction of Landlord,: Landlord may make the repair after written notice to Tenant. The written notice shall give Tenant five (5) days to either, make the repair, or satisfy Landlord that the repair will be completed in a timely fashion. Should Tenant fail to respond at all or respond in a fashion that is unsatisfactory to Landlord, Landlord may proceed with the repairs and Tenant shall pay the cost of repair within ten (10) days of written demand which shall include proof of cost, 7.4 Tenant's S Le-1—I_urrender of Premises At the expiration of the tenancy, Tenant shall surrender the Leased Premises in the same condition as the Leased Premises were in upon Date of Commencement, except reasonable wear and tear and any modifications approved by the Landlord. Tenant shall also surrender all keys to the Leased Premises. Should Tenant vacate the premises in an unsatisfactory condition, Tenant shall pay Landlord cost of repairs and shall i pay 100% of the Base Rent and all applicable sales tax for the time period required to affect such repairs. Article VIII: Utilities 8.1 Utilities Tenant shall be solely responsible for and promptly pay all utilities separately metered for use in the Leased Premises. Article IX: Insurance and Indemnity 9.1 Liabilities, Fire, Inventory Insurance and Warehouseman's Coverage Tenant shall, during the entire term of this Lease, keep in full force and effect the following insurance coverage: Landlord:Page Page 8 of 15 Tenant: 94 Commercial general liability insurance with combined bodily injury and property damage limits with respect to the Leased Premises in an. amount not less than $1,000,000.00 per occurrence. The policy shall contain no deductible for any loss in an amount greater than $5000.00. The policy shall name as insured, Landlord and Tenant, and shall contain a clause that the insurer will not cancel or change the insurance policy without giving Landlord ten days prior written notice. A Certificate of Insurance shall be delivered to Landlord prior to the Commencement Date of the Lease, "Fire and Extended Coverage" in an amount not less than 100% of the scheduled value oaf the Leased Premises and its contents. The policy shall contain no deductible less than $5000.00. The proceeds of this policy, so long as the Lease remains in effect, shall be used to repair or replace the fixtures and equipment injured as required by this Lease. The policy shall name the Landlord as a loss payee and shall contain a clause that the insurer will not cancel or change the insurance policy without giving Landlord ten days prior written notice. Article X: Assignment and Subletting 10.1 Assignment and SublettjU Tenant may not sublet or assign all or any portion of the [-,eased Premises without written consent of Landlord. Notwithstanding any sublease or assignment, Tenant will remain fully liable on this Lease and shall not be, released from performing all of the terms, agreements or conditions of this Lease. Article XI: Waste, Governmental Regulation 1. Waste or Nuisance Tenantshallnot commit or cause to be committed any waste upon the Leased Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of the other tenants on the Property, or which may adversely affect Landlord's interest in the Leased Premises, the Building, or the Property. 11.2 Government Regulation Tenant shall at Tenant's expense comply with all applicable governmental regulations, now in force, or which may hereafter be in force, pertaining to the use or occupancy of the Leased Premises. Tenant shall indemnify, defend, hold harmless, Landlord for all losses, costs, expenses, or damages resulting from Tenant's failure to comply with all applicable governmental regulations. Landlord shall be responsible for ensuring the common areas of the Premises comply with all applicable governmental regulations, now in force, or which may hereafter be in force. 11�)_ Page 9 of 15 Landlord 0��' Ter 95 Article X11: Eminent Domain 1.2.1 Total Condemnation If the whole of the Leased Premises are acquired or condemned by eminent domain for any public purpose or quasi -public purpose or use, then the term of the Lease shall cease and terminate as of the date of title vesting in such proceeding. All Base Rent amounts, CAM, and applicable sales tax shall be paid to the date of title vesting. Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease or for any losses Tenant may stiffer as a result of the acquisition or condemnation by eminent domain. Tenant expressly waives any right or claim to any part of Landlord's award. Tenant shall have the right to claim and recover from the condemning authority, but not Landlord, any damages as a result of the taking. 12.2 Partial Condemnation If any part or portion of the Leased Premises are acquired or condemned by eminent domain for any public purpose or quasi public purpose or use, and in the Landlord or Tenant's opinion, that taking renders the Leased Premises unsuitable for the Tenant's business, both Tenant and Landlord shall have the right to terminate the Lease with ninety (90) days written notice to the other party. In the event that either Landlord or Tenant terminates the Lease, Tenant shall have no right to any proceeds received by Landlord from the governmental authority. Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease or for any losses Tenant may suffer as a result of the acquisition or condemnation by eminent domain. Tenant expressly waives any right or claim to any part of Landlord's award. Tenant shall have the right to claim and recover from the condemning authority, but not Landlord, any damages as a result of the taking. In the event that Tenant's Leased Premises are reduced pursuant to a Partial Condemnation, and Tenant and Landlord elect to proceed with the Lease Agreement, Tenant's rent and CAM shall be reduced proportionally. 12.3 Sale Under Threat of Condemnation A sale by Landlord to any authority having the power of erninent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be deemed a taking under the power of eminent domain for all purposes under this Lease. Article X111: Default of Tenant 13.1 Events of Default Upon the occurrence of one or more of the events listed below, Landlord shall have any and all rights and remedies set forth within this Lease: (A) In the event Tenant should fail to pay any monthly installment of Gross Rent and all applicable sales tax on or before the 15"' day of the month, when it has become due. -27e, Page 10 of 15 Landlord: Tenant: 96 (B) In the event that Tenant vacates the Leased Premises prior to the expiration of the Lease term without written consent of Landlord or abandons possessions or ceases to use the Leased Premises or the Property for the purposes herein expressed. (C) In the event Tenant fails to perforin any of the terms, conditions, or covenants provided within the Lease after written notice from Landlord specifying the nature of the default and in the event Tenant fails to cure or remedy such default within 20 days after such notice. 13.2 Remedies of Landlord In the event of default or breach, Landlord shall have the right to immediately reenter the Leased Premises, either through summary' proceedings or otherwise, and to dispossess Tenant and remove and dispose of all property therein. Landlord shall p I have the right to terminate the Lease upon 3 three days written notice to Tenant and thereafter enter and take possession of the Leased Premises. In the event of default, Landlord may demand all monies payable for the remainder of the Term of the Lease. Landlord may keep Tenant's property or remove Tenant's property or possessions from Leased Premises and may arrange for their storage in a public facility Landlord is not responsible for the care or safekeeping of the Tenant's property once it notifies Tenant, in writing, of the location of the property. Any and all rights, remedies, and options given in this Lease to Landlord shall not be cumulative to and may be in addition to any right or remedy given to Landlord under any law now or hereafter in effect. Nor shall any and all rights, remedies, and options given in this Lease to Landlord act as a waiver of or in derogation of any right or remedy given to Landlord under any law now or hereafter in effect. 13.3 Remedies of Tenant In the event of default or breach, Tenant shall not be required to make lease payments beyond the expiration of 30 days after written notice to the Landlord of default or breach. Tenant shall have all other remedies at law. Article XIV: Tenant Right of First Refusal to Purchase, 14.1 If at any time after the Commencement Date Landlord shall receive a bona fide written offer to purchase the Premises from a third party which is not affiliated with Landlord, which offer Landlord is willing to accept ("Outside Contract"), Landlord shall give written notice ("Sale Notice") thereof, together with a copy of such Outside Contract, to Tenant. Tenant shall have a right of first refusal ("Refusal Right") to purchase the Premises that is the subject of the Outside Contract in accordance with the terms and provisions thereof. If Tenant desires to exercise the Refusal Right, Tenant shall deliver written notice to that effect to Landlord within twenty (20) days after receipt of the Sale Notice ("Refusal Period"). If Tenant Page 11 of 15 Landlor Ter 97 exercises the Refusal Right by the time and in the manner set forth in this subsection, Landlord and Tenant shall promptly execute a contract which includes the same material terms and conditions as the Outside Contract ("Sale Contract") and Tenant shall deposit when due any earnest money deposit required thereunder, If Tenant does not execute a Sale Contract within fifteen (15) days after Tenant's receipt of such Sale Contract from Landlord, signed on behalf of Landlord, or if Tenant defaults in its obligations under such Sale Contract, then Landlord shall be free to consummate the sale pursuant to the Outside Contract (or another contract on substantially similar terms and conditions). Article XV: Waiver 15.1 Waiver The waiver by Landlord of any breach of any term or condition contained in the Lease shall not be a waiver of such term or condition or any subsequent breach of the same or any term or condition of this lease. Article XVI: Legal Expenses 16.1 LegLl Expenses In the event either party shall fail to comply with any of the covenants, conditions obligations, rules, or regulations imposed by this Lease and suit is brought for damages or enforcement thereof, the losing party shall pay to the prevailing party reasonable attorneys' fees, costs, and expenses incurred in prosecuting these suits. Article XVII: Access By Landlord 17.1 Right of Entry Landlord and its agents shall have the right to enter the Leased Premises with reasonable notice to Tenant, except in the event of an emergency, and so as to not interfere with Tenant's business operations, to examine, make repairs, alterations, improvements or additions that Landlord deems necessary or desirable. Landlord and its agents shall have the right to enter the Leased Premises, with reasonable notice to Tenant, in order to show the Leased premises to perspective tenants, during the last 6 months of the Lease term, at times that do not interfere with Tenant's business operations, 17.2 Roof Use of the roof and air space above the Leased Premises is reserved exclusively to the Landlord. Tenant is specifically prohibited from causing any penetration whatsoever of the roof Surface. Tenant shall not place antennas or other equipment or property upon the roof. Tenant shall not enter upon the roof at any time without Landlord's written consent. -�z I - Landlord:/ -'-G Tenant: Page 12 of 15 98 Article XVIII: Tenant's Property 18.1 Loss and Damage Landlord shall not be responsible for any damage or loss, by theft or other -wise, to Tenant's property or of property belonging to others located on the Leased Premises, Article XIX: Notices 19.1 Notices All notices shall be in writing. Any notice by Tenant to Landlord or by Landlord to tenant must be served either certified or registered mpil or private courier. Notice to either party shall be deemed to be properly given if addressed to Landlord or Tenant at its last known address. Notices sent by counsel for a party shall be effective as if sent by such party. Article XX: Landlord's Furniture 20.1 Furniture Landlord is allowing the Tenant to use the Landlord's furniture in the Leased Premises. A list of the furniture and photographs of the Furniture are attached hereto as Schedule "A". Tenant shall have the right to request the Landlord to remove the Landlord's furniture during the Lease 'Form upon a rninimum of thirty (30) days' written notice to Landlord and payment of a $700.00 moving fee to the Landlord. Article XXI: Miscellaneous 21.1 Time is of the Essence Time is of the essence for this Lease and each and all of its provisions in which performance is a factor. 21.2 Radon Gas Radon is a naturally occurring radioactive gas that when it has accumulated in a building in sufficient quantities may present a health risk 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 maybe obtained from your county public health unit. 21.3 Choice of Law This Lease shall be governed by the laws of the State of Florida. The venue for any action filed in connection with this Lease by either party shall be Palm Beach County, Florida. 21.4 Waiver of Jury Trial Landlord and Tenant hereby knowingly, willingly, and voluntarily waive their right to trial by jury in any lawsuit or any legal proceeding based upon, or arising out of, Page 1.3 of 15 Landlord: Tenant 99 this lease. 21.5 Memer Clause Any and all agreements between. Landlord and Tenant(s) are included within this Lease. No other oral agreements or statements made by Landlord or'f'enant(s) are binding on either party unless reduced in writing in this Lease. An Addendum page has been provided for any additional agreements. IN WITNESS WHEREOF, Landlord and Tenant have signed this Lease this day of kW Z 2023. LANDLORD: Eclipse LLC By: Zoltan G 4orffy s Manager TENANT: Stoic Financial By: Page 14 of 15 Landlor Tenant - i 111f SCHED ULIQ "A" L.andlord:-��f Page 15 of 15 Tenant: 101 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 OLD BUSINESS AGENDA ITEM 14.A SUBJECT: Continued Discussion and Consideration of Piggy -Backing onto the City of Hollywood Contract with Circuit Transit Inc. for the BBCRA Pilot Ride Share Program - .�i�. II II II IIC: 10/10/202 SUMMARY: At the September 12, 2023 CRA Board Meeting, the Board approved piggy -backing onto the City of Hollywood's contract with Circuit Transit Inc. (see Attachment 1) for the BBCRA Pilot Ride Share Program and requested that staff provide an update prior to obtaining costs from Circuit Transit Inc. On September 21, 2023, CRA staff met with City staff to discuss the service hours, routes, and applicable code requirements. It was determined that the recommended approach initially is to provide an on -demand service within the BBCRA area with four vehicles daily from 7:00 a.m. to 6:00 p.m. (11 hours) and a fixed route along Boynton Beach Boulevard, from Interstate 1-95 to the City beach to be provided during events (see Attachments II and III). Additionally, a small fee may be charged and/or advertising revenue could also be explored to offset the cost of the service. Staff anticipates that a good amount of ridership data would be available during the first six months and adjustments could be made as needed to provided the maximum benefit from the pilot program. The recommendation for a daily on -demand service as opposed to a fixed route is based on the desire to keep the four vehicles moving at all times versus tying the vehicles up when ridership is low. The fixed route along Boynton Beach Boulevard may be a desirable option to accommodate events that will have the expected ridership for the designated event hours. On October 10, 2023, the Board tabled this item to have Circuit Transit Inc. provide a full presentation in person and allow further consideration of the options available (see Attachment IV). Direction from the Board is requested in order to begin negotiations with Circuit Transit Inc. for the best service package within the allotted budget. It should also be noted that in order to provide ride share service to the City beach, an Interlocal Agreement with the City will be required to be executed prior to contract execution with Circuit Transit Inc. to fund any service outside of the CRA area such as service to the City beach. CRA staff anticipates that a negotiated contract and ILA may be brought back by the December 12, 2023 CRA Board meeting. Supportive documents for the piggy -backing process as well as the City of 102 Hollywood's contract with Circuit Transit Inc. are included as Attachments V -VII). FISCAL IMPACT: FY 2023-2024 Budget, Project Fund, Line Item 02-58500-470, $400,000 CRA BOARD OPTIONS: To be determined by the CRA Board upon further discussion. ATTACHMENTS: Description • Attachment I - September 12, 2023 CRA Board Meeting Minutes • Attachment II - CRA Boundary Map • Attachment III - Fixed Route Option • Attachment IV - Circuit Presentation Update November 2023 • Attachment V - Circuit Boynton Beach Presentation June 2023 • Attachment VI - Memo for Procurement of Microtransit Services • Attachment VII - City of Hollywood Micro -Transit Contract FY 2023 - FY 2024 103 Meeting Minutes CRA Board Meeting Boynton Beach, FL September 12, 2023 Chair Penserga said that he is pleased with the budget. Board Member Cruz asked to take remaining funds back into the grocery store, if not used. 14. New Business A. Consideration of Resolution No. R23-02 Adopting the CRA Budget for Fiscal Year 2023-2024 Ms. Hill introduced the item and said that this is the resolution to adopt the budget. Public Comments: Chair Penserga opened public comments, there were no in person or virtual comments. He closed public comments. MOTION: Board Member Kelley moved to approve Resolution No. R23-02 Adopting the CRA Budget for Fiscal Year 2023-2024. Board Member Hay seconded the motion. The motion passed unanimously (5-0). Ms. Shutt said that this will go to the City Commission on Thursday to be incorporated as part of the City budget. B. Discussion and Consideration of Piggy -Backing onto the City of Hollywood Contract with Circuit Transit Inc. for the BBCRA Pilot Ride Share Program Ms. Shutt introduced the item and spoke about the history of this program. She explained the piggybacking on another government entities' agreement, but that they need to modify some parts of the agreement. She said that the other option is to go out to RFP, and explained those steps. She mentioned that they will work with City staff to work on the routes, and an interlocal agreement to go to the beach since it is outside of the CRA area. Board Member Kelley outlined the information that they need Ms. Shutt said that they will take a look at everything, including what other cities are doing. She said that the contact, Jason Bagley, from Circuit is online. Board Member Kelley asked what the feedback is on the circuit. Ms. Shutt said that Raphael Clemente stated that they are pleased with the services that is being provided. She mentioned that the City of West Palm Beach started a pilot program for outside of the DDA. Jason Bagley, from Circuit, said that the fares have been successful. He explained the contracts that they have with other municipalities, and the increases that they have done, which has increased the demand. He said that the app is customizable, and they can add promo codes for 104 Meeting Minutes CRA Board Meeting Boynton Beach, FL September 12, 2023 free rides with first time riders. Board Member Hay asked if this will just be for CRA district only. Ms. Shutt said that this will be within the inside of the CRA District, but there will be a small component that will go to the beach. She stated that they will talk to the City, to see what hours and routes they want to have as part of the agreement. She explained the possible routes that they are considering. Board Member Hay said that he supports the piggyback agreement. Vice Chair Turkin supports this. Board Member Cruz said that she wants to make sure we have rides from City Hall to the beach, and she wants us to keep in mind the residents that are on the west side of the City. She mentioned that there are a lot of complaints of lack of parking on the beach by 9:00 A.M. on the weekends. Ms. Shutt said that they will come back with the recommended routes . She stated that they can report back in October on the routes before looking at rates with Circuit and a negotiated contract may be brought back in November. Chair Penserga asked how they handle events. Mr. Bagley said that they can scale up for special events. Public Comments: Chair Penserga opened public comments, there were no in person or virtual comments. He closed public comments. Board Member Kelley asked if the routes are affected, what the options will be for events. MOTION: Board Member Cruz moved to approve the Piggy -Backing onto the City of Hollywood Contract with Circuit Transit Inc. for the BBCRA Pilot Ride Share Program. Board Member Kelley seconded the motion. The motion passed unanimously (5-0). 15. CRA Projects in Progress (con't) D. Update and Closeout of the Job Creation Reimbursement Component of the Purchase and Development Agreement with South Florida Marine Ms. Bonnie Nicklien, Grants and Project Manager, explained the agreement for job creation and the reimbursement amount. She said that the deadline is supposed to be September 30, 2023. She said the property owners decided not to move forward with the reimbursement request because they started with twelve and they are currently at nine. 105 MAP OF CRA AREA Q O U V, gW 23rd v,mN r_ z z NE BERM m s v W z nley Wea er Canal Martin Luther Kin ulfstream 23d A CRAAREA - 1,650 acres Water Major Roads Railroads W E B� �f!IJ��l..1 ' 0 0.25 O Mi.i�� Miles muuuuuouuuuuuuuu i S 'hRl..I di AC,•�" 106 V W LL: W Boynton Beach I d E Oc a A 2nd A e m r � a LL cn CO) m E oo rig ulfstream 23d A CRAAREA - 1,650 acres Water Major Roads Railroads W E B� �f!IJ��l..1 ' 0 0.25 O Mi.i�� Miles muuuuuouuuuuuuuu i S 'hRl..I di AC,•�" 106 41 -0 . 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U :::: CD 0 tm 11111111 C1111111111 is Jq °u 0— E: ® �„ Y p Ilc� 00000000i p �' �ll EE u :.. a N„. mom l000000 ......... �� 0 Iq + ro u (3) 0 0 z > Ln U + Of -0 0 0 U M CD + < Ln CD CD 00 0 r� CL + Ln b-0 0 E QJ 4j 0 tA 4,n-1 L Ln 0 uj 0 uj of oo 0 u "C C)� U EF 4- L- 0 0 c CD _0 C'� 0 0 E 00 Qj L- Ln Ul 0 E Qj 4- Iq E 0 z Ln CL V) Of -0 0 0 U M + Ln CD CD 00 CD r� 0 N 0 E QJ 4j 0 4,n-1 L 0 U Ln 0 uj of oo 0 u "C C)� U EF 4- L- 0 0 c CD w C)- 0 0 E 00 Qj L- Ul 0 E Qj 4- c LnVS Ln O r-- CD N C 0 0 0 Iq I ®r, I MEMORANDUM TO: Thuy Shutt, Executive Director, Boynton Beach Community Redevelopment Agency FROM: Janice Rustin and Kathryn Rossmell DATE: August 24, 2023 Attorneys at Law Ilw-law.com Reply To: West Palm Beach SUBJECT: Procurement of Micro Transit Services for the Boynton Beach CRA The Boynton Beach Community Redevelopment Agency ("CRA") has asked whether it can piggy back off a vendor's contract with the City of Hollywood to obtain on -demand micro transit services for the CRA. Based on our review of the City of Boynton Beach procurement code and the City of Hollywood contract, the CRA may piggy -back off the City of Hollywood contract. However, the CRA must enter into a separate agreement with the vendor to obtain the services. Background The City of Hollywood issued a request for proposals ("RFP") for Citywide Micro -Transit Services in February 2023 (RFP -045 -23 -SK). After reviewing and ranking the responses, the City of Hollywood awarded the contract to Circuit Transit, Inc. ("Circuit") for a one-year term, with the option to renew for three one-year periods, for a not -to -exceed amount of $1,128,942. This amount was based on the fleet provided (7 GEM vehicles, 1 ADA accessible GEM vehicle, and 1 EV van) and the areas to be serviced. The contract also includes a setoff for a portion of the revenue generated from the advertising space on each vehicle. Procurement requirements When procuring goods and services, the CRA complies with the procurement requirements of the City of Boynton Beach as set forth in Article IV "Purchasing and Consulting" of the City's Code of JACKSONVILLE LLONGLEWIS MAN LW TALLAHASSEE WALKER MEMORANDUM TO: Thuy Shutt, Executive Director, Boynton Beach Community Redevelopment Agency FROM: Janice Rustin and Kathryn Rossmell DATE: August 24, 2023 Attorneys at Law Ilw-law.com Reply To: West Palm Beach SUBJECT: Procurement of Micro Transit Services for the Boynton Beach CRA The Boynton Beach Community Redevelopment Agency ("CRA") has asked whether it can piggy back off a vendor's contract with the City of Hollywood to obtain on -demand micro transit services for the CRA. Based on our review of the City of Boynton Beach procurement code and the City of Hollywood contract, the CRA may piggy -back off the City of Hollywood contract. However, the CRA must enter into a separate agreement with the vendor to obtain the services. Background The City of Hollywood issued a request for proposals ("RFP") for Citywide Micro -Transit Services in February 2023 (RFP -045 -23 -SK). After reviewing and ranking the responses, the City of Hollywood awarded the contract to Circuit Transit, Inc. ("Circuit") for a one-year term, with the option to renew for three one-year periods, for a not -to -exceed amount of $1,128,942. This amount was based on the fleet provided (7 GEM vehicles, 1 ADA accessible GEM vehicle, and 1 EV van) and the areas to be serviced. The contract also includes a setoff for a portion of the revenue generated from the advertising space on each vehicle. Procurement requirements When procuring goods and services, the CRA complies with the procurement requirements of the City of Boynton Beach as set forth in Article IV "Purchasing and Consulting" of the City's Code of JACKSONVILLE ST. PETERSBURG TALLAHASSEE TAMPA WEST PALM BEACH 245 Riverside Ave., Suite 510 100 Second Ave., South Suite 501-S 315 South Calhoun St., Suite 830 301 West Platt St. 515 North Flagler Dr., Suite 1500 Jacksonville, Florida 32202 St. Petersburg, Florida 33701 Tallahassee, Florida 32301 Suite 364 West Palm Beach, Florida 33401 T: 904.353.6410 T: 727.245.0820 T: 850.222.5702 Tampa, FL 33606 T: 561.640.0820 F: 904.353.7619 F: 727.290.4057 F: 850.224.9242 T: 813.775.2331 F: 561.640.8202 S .. Ilrhiilurmgs 146 August 24, 2023 Page 2 Ordinances. City Code Section 2-56.1 exempts piggy back contacts from the City's competitive bidding requirements: (f) The purchasing agent may award a contract by accessing purchasing items from the Federal General Services Administration Contract, the State of Florida State Contracts, SNAPS, RESPECT, PRIDE or other purchasing contracts of any departments or subdivisions of the State of Florida; or "piggy -back" of the government or national alliance bids without the competitive bidding process required by this article. If budget allocation is approved by the Commission, as part of the budget adoption for the fiscal year, all items purchased in relation to division (f) will not require further Commission action unless a formal contract is involved. Based on this section, the CRA can piggy -back off of another government's agreement without doing a competitive solicitation. In order to piggy back off the City of Hollywood contract, the CRA must establish its own agreement with Circuit which adopts the terms and conditions of the City of Hollywood contract. Section D-26 of the City of Hollywood contract states as follows: It is understood and agreed by Company and the City that any governmental entity may purchase the services specified herein in accordance with the prices, terms, and condition of this Agreement. It is also understood and agreed that each local entity will establish its own contract with the Company, be invoiced therefrom and make its own payments to Company in accordance with the terms of the contract established between the new governmental entity and Company. In order to establish its own agreement, the CRA and Circuit will have to determine the size of the fleet, whether ADA -accessible vehicles or vans are required, and the area to be serviced, as these factors will determine the not -to -exceed amount of the agreement. The agreement should also expressly state which of the Hollywood contract terms and conditions will not be adopted, such as renewal terms and the requirement to store the vehicles. The CRA should also carefully review the insurance requirements of the Hollywood contract with its insurance agent to confirm that Circuit's insurance coverage is sufficient to protect the CRA. Advertisinq revenue Since Circuit's contract with the City of Hollywood includes a setoff for advertising revenue, the CRA should confirm that Circuit's advertising program complies with the requirements of the City of Boynton Beach's Sign Code. Article IV "Sign Standards" of the City's Code of Ordinances prohibits the following signs: Section 3. Prohibited Signs 4860-4820-6459, v. 1 147 August 24, 2023 Page 3 E. Mobile Sign. Any sign not permanently attached to a wall, ground, or any other approved supporting structure, or a sign designed to be transported, such as signs transported by wheels, mobile billboards, "A -frame" or sandwich type, sidewalk or curb signs, and unanchored signs, except where otherwise stated in this article. K. Off -Premises Sign. Any temporary or permanent off -premises sign, including billboards but excluding those types of signs which may be allowed in limited instances in accordance with this article. If the City determines that Circuit's advertising program violates its Sign Standards, the CRA may have to forego the advertising setoff offered by Circuit, which may affect the pricing structure. Please contact either Kathryn or Janice if you have any questions or would like to discuss further. 4860-4820-6459, v. 1 148 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services PROFESSIONAL SERVICES CONTRACT FOR OPERATION OF CITYWIDE MICRO -TRANSIT SERVICES THIS CONTRACT is being entered into this 1st day of July, 2023 (the "Effective Date") by and between the City Of Hollywood (hereinafter the "City"), a municipal corporation of the State of Florida and Circuit Transit Inc. (hereinafter the "Company"), a corporation organized and existing under the laws of the State of Florida, having its principal office at 501 East Las Olas, Suite 300, Fort Lauderdale, Florida SECTION A — Contract Overview A-1 Summary of Contract (a) The subject matter of this Contract is to provide the vehicles, operate and manage a micro -transit service in the Service Area as defined in and Exhibits "A" (Scope of Work) and Exhibit "B" - RFP -045 -23 -SK- CITYWIDE MICRO -TRANSIT SERVICES, Exhibit "D" (Service Areas"), and Exhibit E, which sets forth the terms and conditions for the performance of services described herein, and the execution hereof by the parties hereto forms a legally binding contract. In the event of a conflict, the City's RFP Documents shall prevail unless otherwise stated in this Contract. (b) The Contract type is: This is a Non -Exclusive Contract. (c) The following documents are hereby incorporated into this Contract: (i) Exhibit "A" — Statement of Work (ii) Exhibit "B" - RFP -045 -23 -SK - Citywide Micro -Transit Services (iii) Exhibit "C" - Company's Proposal (iv) Exhibit "D" - Service Areas (v) Exhibit "E" - Pricing A-2 Contract Amount The Contract Amount shall not exceed $1,128,942.00 USD for the performance period. A-3 Performance Period (a) The performance period commences from Effective Date and continues for a period of 12 months. This Agreement may be renewed by the parties for three one-year periods upon mutual agreement of the parties and said renewal shall be in writing in accordance with Section D-13 of this Contract. SECTION B — Statement of Work B-1 Statement of Work (a) Services will be provided in accordance with the Statement of Work set forth in Exhibits "A" "B", "C", "D" and "E", SECTION C — Special Conditions C-1 Project Manager/Company Representative (a) The City designates Mark L. Johnson as the Project Manager for this Contract, who may be contacted at: miohnson(c)hollywoodfl.org or (954) 921-3991 The City will provide written notice to the Company should there be a subsequent Project Manager change. The Project Manager will be the Company's principal point of contact at the City regarding any matters relating to this Contract, will provide all general direction to the Company regarding Contract performance, and will provide guidance regarding the City's goals and policies. The Project Manager is not authorized to waive or modify any material scope of work changes or terms of the Contract. (b) The Company designates Jason Bagley as the Company Representative for this Contract, who may be contacted at jason@ridecircuit.com The Company will provide written notice to the City should there be a subsequent Company 1 of 18 149 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services Representative change. The City has the right to assume that the Company Representative has full authority to act for the Company on all matters arising under or relating to this Contract. C-2 Pricing and Payment (a) Payment. Payment to the Company will be made only for the actual Services performed and accepted by the City, upon receipt of an invoice submitted in accordance with Section C-4, "Invoices". (b) The City will pay the Company in accordance with the pricing set forth in Exhibit "E" — Pricing to this Contract. (a) Reimbursable Travel Expenses. There are no reimbursable travel expenses payable under this Contract. C-3 Pricing Revisions Costing adjustments shall be governed by Exhibit "B", Section 1.70 and as set forth below: (a) For the term of this Contract, pricing may be revised for the reason(s) set forth below: • Change in minimum wage • Approved decision to add additional cars • Approved decision to adjust the number of service hours • Approved decision to add, adjust or modify additional services that increases costs for the Company (b) Each pricing revision permitted herein must be approved in writing by the Project Manager and, if approved, shall become effective thirty (30) days after notice of the change has been received by the City, or on such earlier or later date as may be agreed upon by the parties. However, any pricing changes will be governed by the City's Purchasing Ordinance and dependent upon the revisions, City Commission approval may be required. (c) Any pricing revision permitted pursuant to this section may be delayed or denied if the Company fails to submit a timely request or fails to provide adequate documentation in support thereof. (d) Any approved pricing revision is not retroactive, and any invoice pending on the date of approval of the pricing revision shall be paid on the basis of the pricing in effect on the date services were provided. C-4 Invoices (a) The Company will submit a monthly detailed invoice to the City, in a format to be defined by the Project Manager as negotiated with Company. Each invoice shall contain the following information: (i) the date of the invoice and invoice number; (ii) the purchase order number; (iii) the Contract Item(s) according to Exhibit E — Pricing against which charges are made; and, (iv) performance dates covered by the invoice. (v) service credits offered from advertising dollars received by Company (vi) Net revenue credits received by the Company Upon reconciliation of all errors, corrections, credits, and disputes, payment to the Company will be made in full within 30 calendar days. Invoices received without a valid purchase order number will be returned unpaid. The Company shall submit the original invoice to: accountspayable(a�hollywoodfl.orq or mail them to: City of Hollywood Accounts Payable, Room 119 P.O. Box 2229045 Hollywood, FL 33022-9045 (b) The Company shall forward a copy of the invoice to the Project Manager, with the following items: 2 of 18 150 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services (i) receipts for any Reimbursable Travel Expenses, if applicable, associated with the invoice; and (ii) copy of the applicable Deliverable associated with the invoice C-5 Insurance (a) The Company shall procure and maintain, at its own expense, during the entire term of the Contract, the insurance coverages as identified in Exhibit "B", Section 3.17: (b) The insurance policy shall not contain any exceptions that would exclude coverage for risks that can be directly or reasonably related to the scope of goods or services in this contract. A violation of this requirement at any time during the term, or any extension thereof shall be grounds for the immediate termination of any contract entered in to pursuant to this contract. The City must be provided a signed statement from insurance agency of record that the full policy contains no such exception. Submit certificates of insurance to: City of Hollywood Department of Development Services P.O. Box 2229045 Hollywood, FL 33022-9045 A certified, true and exact copy of each of the project specific insurance policies (including renewal policies) required under this Section C-5 shall be provided to the City if so requested. (c) The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer and licensed by the State of Florida and the company or companies must maintain a minimum rating of A -VII, as assigned by the A.M. Best Company. (d) If the Company fails to carry the required insurance, the City may (i) order the Company to stop further performance hereunder, declare the Company in breach, pursuant to Section C-6, terminate the Contract if the breach is not remedied and, if permitted, assess liquidated damages, or (ii) purchase replacement insurance and withhold the costs or premium payments made from the payments due to the Company or charge the replacement insurance costs back to the Company. (e) Any subcontractor or sub consultant approved by the City shall be required to procure, maintain and submit proof of insurance to the City of the same insurance requirements as specified above, and as required in this paragraph. (f) The Company is encouraged to purchase any additional insurance it deems necessary. (g) The Company is required to make its best efforts to remedy all injuries to persons and damage or loss to any property of the City caused in whole or in part by the Company, its subcontractors or anyone employed, directed or supervised by the Company. C-6 Warranty — Services The Company warrants that the services shall be performed in full conformity with this Contract and Exhibits "A" and "B", with the professional skill and care that would be exercised by those who perform similar services in the commercial marketplace, and in accordance with accepted industry practice. In the event of a breach of this warranty, or in the event of non-performance or failure of the Company to perform the services in accordance with this Contract, the Company shall, at no cost to the City, re -perform or perform the services so that the services conform to the warranty. However, if Company fails to perform, City may terminate this Agreement with or without cause consistent with Exhibit "A". 3 of 18 151 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services SECTION D — General Conditions D-1 Legal Notice (a) All legal notices required pursuant to the terms and conditions of this Contract shall be in writing unless an emergency situation dictates otherwise. Any notice required to be given under the terms of this Contract shall be deemed to have been given when (i) received by the party to whom it is directed by hand delivery or personal service, (ii) transmitted by facsimile with confirmation of transmission, (iii) transmitted by email with confirmation of receipt by addressee, or (iv) sent by U.S. mail via certified mail -return receipt requested at the following addresses: FOR THE CITY: Project Manager City of Hollywood 2600 Hollywood Blvd., Rm. 308 Hollywood, FL 33020 WITH A COPY TO: City Attorney City of Hollywood 2600 Hollywood Blvd., Rm. 407 Hollywood, FL 33020 FOR THE COMPANY: James Mirras Circuit Transit Inc. 501 East Las Olas Suite 300 Fort Lauderdale, FL 33301 (b) The parties shall provide written notification of any change in the information stated above. (c) An original signed copy, via U. S. Mail, shall follow facsimile transmissions. (d) For purposes of this Contract, legal notice shall be required for all matters involving potential termination actions, litigation, indemnification, and unresolved disputes. This does not preclude legal notice for any other actions having a material impact on the Contract. (e) Routine correspondence should be directed to the Project Manager or the Company Representative, as appropriate. D-2 Notice of Delay (a) If timely performance by the Company is jeopardized by the non-availability of City provided personnel, data, or equipment, the Company shall notify the City immediately in writing of the facts and circumstances causing such delay. Upon receipt of this notification, the City will advise the Company in writing of the action which will be taken to remedy the situation. (b) The Company shall advise the City in writing of an impending failure to meet established milestones or delivery dates based on the Company's failure to perform. Notice shall be provided as soon as the Company is aware of the situation; however, such notice shall not relieve the Company from any existing obligations regarding performance or delivery. D-3 Termination for Convenience The City shall have the right at any time to terminate further performance of this Contract, in whole or in part, for any reason whatsoever (including no reason) within 120 -days notice and as more specifically set forth in Exhibit "B". Such termination shall be effected by written notice from the City to the Company specifying the extent and effective date of the termination. On the effective date of the termination, the Company shall terminate all work and take all reasonable actions to mitigate expenses. The Company shall submit a written request for incurred costs for services performed through the date of termination and shall provide any substantiating documentation requested by the City. In the event of such termination, the 4 of 18 152 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services City agrees to pay the Company within thirty (30) days after receipt of a correct, adequately documented written request. The City's sole liability under this Section is for payment of costs for services requested by the City and actually performed by the Company. D-4 Event of Default (a) If, during the term of this Contract, the Company (i) fails to deliver services that comply with the specifications, (ii) fails to deliver the services within the time specified in in this Contract including Exhibit "A" (iii) fails to make progress so as to endanger the performance of this Contract, (iv) becomes insolvent, bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the Company, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the Company and is not dismissed within 30 days following commencement thereof, or (v) fails to perform any of the other obligation or requirement of this Contract, then any of the aforementioned failures shall constitute an "Event of Default" under this Contract. Events of Default shall also include those items set forth in Exhibit "B" specifically Section 1.63. (b) If there occurs an Event of Default, the Company shall be entitled to 10 calendar days from written notice thereof to remedy the Event of Default, provided, however, such is capable of being remedied within that period. If the Event of Default can be remedied, but the remedy cannot be completed within the ten-day period, the Company may be allowed such additional time as may be reasonably necessary to remedy the Event of Default, provided, however, the remedy is commenced within the 10 day period and is diligently pursued to completion. If the Event of Default is incapable of remediation, or is not remedied as required herein, the City may, in addition to any other remedies available in law or equity, invoke any of the remedies provided for under Section D-5, "Termination for Default", below and as set forth in Exhibit "B" Section 1.64. D-5 Termination for Default (a) If the Event of Default is not remedied as required pursuant to Section D-4, "Event of Default", the City may, by written notice to the Company pursuant to Section D-1, "Legal Notice", terminate this Contract in whole or in part. (b) If this Contract is terminated in whole or in part because the Company has failed to provide services in compliance with the specifications by the deadline of remediation period, the City may acquire, under reasonable terms and in a manner it considers appropriate, replacement goods that are comparable to the services that the Company failed to deliver to the City, and the Company shall be liable to the City for any excess costs related thereto. If the City terminates this Contract only in part, the Company shall continue to perform the un -terminated obligations or portions of this Contract. (c) Force Majeure. This Contract shall be governed by the Force Majeure provision in Exhibit "B", Section 7.34. (d) The City retains the right to terminate for default immediately if the Company fails to maintain the required levels of insurance, fails to comply with applicable local, state, and Federal statutes governing performance of these services, or fails to comply with statutes involving health or safety. D-6 Limitation of Funding Company acknowledges that the obligation of City to pay Company is limited to the availability of funds appropriated in a current fiscal year period, and continuation of Contract into a subsequent fiscal year is subject to the appropriation of funds, unless otherwise authorized by law. The City reserves the right to reduce estimated or actual quantities, in whatever amount necessary, without prejudice or liability to the City, if funding is not available or if legal restrictions are placed upon the expenditure of monies for the services required under this Contract. In the event of a decrease or limitation in funding the Company reserves the right to reduce service levels or suspend service as needed. D-7 Changes — Fixed -Price Goods or Services (a) The City may at any time, , and without notice to the sureties, if any, request changes within the general scope of this Contract in any one or more of the following: (i) Description of services to be performed or goods to be provided including types of vehicles and number of vehicles. (ii) Time of performance (i.e., hours of the day, days of the week, etc.). (iii) Place of performance of the services. 5 of 18 153 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services (iv) Time or place of delivery of goods (b) Upon written mutual agreement, Company and the City will determine the appropriate adjustment(s) to the services. (c) Any change to the cost of services will be based upon the schedule in Exhibit E: Pricing as determined by types of vehicles, number of vehicles and operating hours. (d) The Company must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order; however, if the City decides that the facts justify, the City may receive and act upon a proposal submitted before final payment of the Contract. (e) If the mutually agreed adjustment includes the cost of property made obsolete or excess by the change, the City shall have the right to prescribe the manner of the disposition of the property. (f) The Company shall provide current, complete, and accurate documentation to the City in support of any request for equitable adjustment. Failure to provide adequate documentation, within a reasonable time after a request from the City, will be deemed a waiver of the Company's right to dispute the equitable adjustment proposed by the City, where such equitable adjustment has a reasonable basis at the time it is determined by the City. D-8 Entire Contract, Section and Paragraph Headings (a) This Contract, including all Exhibits, represents the entire and integrated agreement between the City and the Company. It supersedes all prior and contemporaneous communications, representations, and agreements, whether oral or written, relating to the subject matter of this Contract. (b) The section and paragraph headings appearing in this Contract are inserted for the purpose of convenience and ready reference. They do not purport to define, limit or extend the scope or intent of the language of the sections and paragraphs to which they pertain. D-9 Severability The invalidity, illegality, or unenforceability of any provision of this Contract or the occurrence of any event rendering any portion or provision of this Contract void shall in no way affect the validity or enforceability of any other portion or provision of this Contract. Any void provision shall be deemed severed from this Contract, and the balance of this Contract shall be construed and enforced as if this Contract did not contain the particular portion or provision held to be void. The parties further agree to amend this Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this clause shall not prevent this entire Contract from being void should a provision which is of the essence of this Contract be determined void. D-10 Waiver Waiver of any of the terms of this Contract shall not be valid unless it is in writing signed by each party. The failure of the City to enforce any of the provisions of this Contract, or to require performance of any of the provisions herein, shall not in any way be construed as a waiver of such provisions or to affect the validity of any part of this Contract, or to affect the right of the City to thereafter enforce each and every provision of this Contract. Waiver of any breach of this Contract shall not be held to be a waiver of any other or subsequent breach of this Contract. D-11 Modification/Amendment This Contract shall not be modified or amended except by the express written agreement of the parties, signed by a duly authorized representative for each party. Any other attempt to modify or amend this Contract shall be null and void and may not be relied upon by either party. D-12 Assignment Neither party may assign their rights nor delegate their duties under this Contract without the written consent of the other party. Such consent shall not be withheld unreasonably. Any assignment or delegation shall not relieve any party of its obligations under this Contract. D-13 Indemnification In addition to the insurance requirements set forth in Section C-5, "Insurance", the Company shall protect, indemnify and hold harmless the City, its officers, employees, agents, and consultants (collectively herein the "City") from any and all 6 of 18 154 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services claims, liabilities, damages, losses, suits, actions, decrees, and judgments including, attorney's fees, court costs or other expenses of any and every kind or character (collectively herein the "Liabilities") which may be recovered from or sought against the City, as a result of, by reason of, or as a consequence of, any intentional, wrongful or negligent act or omission, on the part of the Company, its officers, employees, or agents in the performance of the terms, conditions and covenants of the Contract, regardless of whether the Liabilities were caused in part by the City. This provision includes the indemnity requirements set forth in Exhibit "A", Section 1.46. The provisions and obligations under this section shall survive the expiration or earlier termination of this Agreement. Nothing in this Contract shall be construed to affect in any way the City's rights, privileges, and immunities under the doctrine of "sovereign immunity" and as set forth in Section 768.28, Florida Statutes. It is expressly agreed that the Company shall defend the City against the Liabilities and in the event that the Company fails to do so, the City shall have the right, but not the obligation, to defend the same and to charge all direct and incidental costs, including attorney's fees and court costs, to the Company. D-14 Patent Indemnity The Company hereby indemnifies and shall defend and hold harmless the City and its representatives respectively from and against all claims, losses, costs, damages, and expenses, including attorney's fees, incurred by City and its representatives, respectively, as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent and arising out of the use of the equipment or materials furnished under the contract by the Company, or out of the processes or actions employed by, or on behalf of the Company in connection with the performance of the Contract. The Company shall, at its sole expense, promptly defend against any such claim or action unless directed otherwise by the City or its representative; provided that the City or its representatives shall have notified the Company upon becoming aware of such claims or actions and provided further that the Company's aforementioned obligations shall not apply to equipment, materials, or processes furnished or specified by the City or its representatives. Said Patent Indemnity includes the provisions set forth in Exhibit "B", Section 7.47, Patent and Copyright Indemnification. D-15 Audit of Records (a) In addition to the Audit requirements set forth below, the parties shall be governed by the Audit requirements set forth in Exhibit "B", Section 7.28, Audit Rights. (b) The Company agrees to maintain the financial books and records (including supporting documentation) pertaining to the performance of this Contract according to standard accounting principles and procedures. The books and records shall be maintained for a period of three years after completion of this Contract, except that books and records which are the subject of an audit finding shall be retained for three years after such finding has been resolved. If the Company goes out of business, the Company shall forward the books and records to the City to be retained by the City for the period of time required herein. (c) The City or its designated representative(s) shall have the right to inspect and audit (including the right to copy and/or transcribe) the books and records of the Company pertaining to the performance of this Contract during normal business hours. The City will provide prior written notice to the Company of the audit and inspection. If the books and records are not located within Broward County, the Company agrees to deliver them to the City, or to an address designated by the City within Broward County. In lieu of such delivery, the Company may elect to reimburse the City for the cost of travel (including transportation, lodging, meals and other related expenses) to inspect and audit the books and records at the Company's office. If the books and records provided to the City are incomplete, the Company agrees to remedy the deficiency after written notice thereof from the City, and to reimburse the City for any additional costs associated therewith including, without limitation, having to revisit the Company's office. The Company's failure to remedy the deficiency shall constitute a material breach of this Contract. The City shall be entitled to its costs and reasonable attorney fees in enforcing the provisions of this Section. (d) If at any time during the term of this Contract, or at any time after the expiration or termination of the Contract, the City or the City's designated representative(s) find the dollar liability is less than payments made by the City to the Company, the Company agrees that the difference shall be either: (i) repaid immediately by the Company to the City or (ii) at the City's option, credited against any future billings due the Company. D-16 Confidentiality —City Information (a) The parties acknowledge that this Contract is subject to Chapter 119, Florida Statutes, entitled the "Public Records Act". 7 of 18 155 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services (b) All information, including but not limited to, oral statements, computer files, databases, and other material or data supplied to the Company is confidential and privileged. The Company shall not disclose this information, nor allow to it be disclosed to any person or entity without the express prior written consent of the City. The Company shall have the right to use any such confidential information only for the purpose of providing the services under this Contract, unless the express prior, written consent of the City is obtained. Upon request by the City, the Company shall promptly return to the City all confidential information supplied by the City, together with all copies and extracts. (c) The confidentiality requirements shall not apply where (i) the information is, at the time of disclosure by the City, then in the public domain; (ii) the information is known to the Company prior to obtaining the same from the City; (iii) the information is obtained by the Company from a third party who did not receive the same directly or indirectly from the City; or (iv) the information is subpoenaed by court order or other legal process, but in such event, the Company shall notify the City. In such event the City, in its sole discretion, may seek to quash such demand. (d) The obligations of confidentiality shall survive the termination of this Contract. D-17 Marketing Restrictions The Company may not publish or sell any information from or about this Contract without the prior written consent of the City. This restriction does not apply to the use of the City's name in a general list of customers, so long as the list does not represent an express or implied endorsement of the Company or its services. This restriction does not apply to general marketing of the services to promote and inform the public about the services. D-18 Taxes/Compliance with Laws (a) The Company, in the performance of the obligations of this Contract, shall comply with all applicable laws, rules and regulations of all governmental authorities having jurisdiction over the performance of this Contract including, but not limited to, the Federal Occupational Safety and Health Act. D-19 Licenses/Registrations During the entire performance period of this Contract, the Company shall maintain all federal, state, and local licenses, certifications and registrations applicable to the work performed under this Contract, including maintaining an active City of Hollywood business license if required. D-20 Non -Discrimination and Fair Employment Practices (a) Discrimination: The City of Hollywood is committed to promoting full and equal business opportunity for all persons doing business in Hollywood. The Company acknowledges that the City has an obligation to ensure that public funds are not used to subsidize private discrimination. Company recognizes that if the Company or their subcontractors or subconsultants are found guilty by an appropriate authority of refusing to hire or do business with an individual or company due to reasons of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, national origin, or any other legally protected status; City may declare the Company in breach of contract and terminate Contract. (b) Fair Employment Practices: In connection with the performance of work under this Contract, the Company agrees not to discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, sexual orientation, gender identity or expression, age, disability, national origin, or any other legally protected status. Such agreement shall include, but not be limited to, the following: employment; upgrading; demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. (c) The Company further agrees to insert this provision in all subcontracts hereunder. Any violation of such provision by a Company shall constitute a material breach of this Contract. D-21 Employment of Unauthorized Aliens In accordance with the Immigration Reform and Control Act of 1986, the Company agrees that it will not employ unauthorized aliens in the performance of this Contract. D-22 Conforming Services 8 of 18 156 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services The services performed under this Contract shall conform in all respects with the requirements set forth in this Contract. The Company shall furnish the City with sufficient data and information needed to determine if the services performed conform to all the requirements of this Contract. D-23 Independent Contractor In the performance of services under this Contract, the Company and any other person employed by it shall be deemed to be an independent contractor and not an agent or employee of the City. The Company shall be liable for the actions of any person, organization or corporation with which it subcontracts to fulfill this Contract. The City shall hold the Company as the sole responsible party for the performance of this Contract. The Company shall maintain complete control over its employees and all of its subcontractors. Nothing contained in this contract or any subcontract awarded by the Company shall create a partnership, joint venture or agency with the City. Neither party shall have the right to obligate or bind the other party in any manner to any third party. D-24 Official, Agent and Employees of the City Not Personally Liable It is agreed by and between the parties of this Contract, that in no event shall any official, officer, employee, or agent of the City in any way be personally liable or responsible for any covenant or agreement therein contained whether expressed or implied, nor for any statement, representation or warranty made herein or in any connection with this Contract. D-25 Public Records The City is a public agency as defined by state law and is governed by Chapter 119, Florida Statutes, "Public Records Act". The City's Records are public records, which are subject to inspection and copying by any person (unless declared by law to be confidential). The following provisions are required by Section 119.0701, Florida Statutes, and may not be amended. Company shall comply with the public records law. Company shall keep and maintain public records required by the City in the performance of services under this Contract. Upon request from City's custodian of records, Company shall provide City with a copy of any requested public records or to allow the requested public records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. Company shall 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's term and following completion of the Contract if Company does not transfer the public records to City. Upon completion of the Contract, Company shall transfer, at no cost, to City, all public records in its possession or keep and maintain public records required by City to perform the services required under this Contract. If Company transfers all of the public records to City upon completion of the Contract, Company shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Company keeps and maintains public records upon completion of the Contract, Company shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the city's custodian of public records, in a format that is compatible with the information technology systems of the City. IF A PARTY TO THIS CONTRACT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT PATRICIA A. CERNY, CITY CLERK CUSTODIAN OF PUBLIC RECORDS AT (954) 921-3211, PCERNYeHOLLYWOODFL.ORG, 2600 HOLLYWOOD BLVD., HOLLYWOOD, FLORIDA 33020 AND STEVE STUART DIRECTOR OF PROCUREMENT AT (954) 921-3628 SSTEWART@HOLLYWOODFL.ORG. D-26 Use By Other Government Entities A governing body or its authorized representative and the State of Florida may join or use the contracts of local governments located within or outside this State with the authorization of the contracting vendor. It is understood and agreed by Company and the City that any governmental entity may purchase the services specified herein in accordance with the prices, terms, and conditions of this Agreement. It is also understood and agreed that each local entity will establish its own contract with Company, be invoiced therefrom and make its own payments to Company in accordance with the terms of the contract established between the new governmental entity and Company. In the event the Company allows another governmental entity to join the Contract, it is expressly understood that the City shall in no way be liable for the obligations of the joining governmental entity. 9 of 18 157 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services D-27 Governing Law This Contract, including appendices and Exhibits, and all matters relating to this Contract (whether in contract, statute, tort (such as negligence or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Florida. This shall apply notwithstanding such factors which include, but are not limited to, the place where the contract is entered into, the place where the accident occurs and notwithstanding application of conflicts of law principles. The parties waive the privilege of venue and agree that all litigation between them in the state courts shall take place Broward County, Florida and that all litigation between them in the federal courts shall take place in the Southern District of Florida. D-28 Counterpart Signatures This Contract may be executed in counterparts. All such counterparts will constitute the same contract and the signature of any party to any counterpart will be deemed a signature to, and may be appended to, any other counterpart. Executed copies hereof may be delivered by facsimile or e-mail and upon receipt will be deemed originals and binding upon the parties hereto, regardless of whether originals are delivered thereafter. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly authorized representatives. CITY OF HOLLYWOOD COMPANY DocuSigned by: DocuSigned by: Mayor FA" fspsh CEO 6/14/2023 gTlff&WFA. 1� 4ffil"C M8.. Date ATTEST: DS DocuSigned byt $ �, a. e 7/17/2023 784415EE2=47E... Date APPROVED AS TO FORM: DocuSigned by: NkAIA�ai.IIA City AttornU17/2023 Date 10 of 18 158 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services EXHIBIT A — STATEMENT OF WORK Company to develop, implement and manage a Micro -Transit "On Demand" service (the "Service") in the areas identified in Exhibit D The Service will have the ability to be on demand and include smart stops as specified in this Statement of Work The Service will serve visitors, residents, and workers by providing a convenient, efficient mobility option to circulate throughout downtown Hollywood, the Beach, and portions of West Hollywood. The Service shall: • Operate in two micro -transit zones (MTZ-1/MTZ-2), covering approximate 4.6 square miles of coverage area, and provide on -demand service as illustrated in Exhibit D. • Operate a 6 -month on -demand pilot test (MTZ-3), covering approximately 1.97 square miles of coverage area as illustrated in Exhibit D. • Operate a Pilot Fixed Route service between designated pick-up locations within Hollywood West and designated Beach/Downtown locations using a E -van from MTZ-1 as illustrated in Exhibit D • Ability to supplement any part of the service with a fixed route if deemed necessary through data and public needs. • Hours of operation and headways are to be initially proposed by Company until the level of demand is identified after a few months of operation and data collection. • Demonstrate the ability to scale up and down the fleet of vehicles and deploy them to various locations based on monthly, weekly, daily, and hourly fluctuations in demand in order to achieve a desired level of service. • Operate vehicles that meet the Federal Motor Vehicle Safety Standards and Regulations. • Provide a safe and pleasing passenger experience with capable, qualified and courteous drivers. • Feature a mobile application downloadable from both the Apple Store and Google Play Store with which will have the ability to charge a fee for service via a secured credit card payment system. • Feature a mobile application where the user will be able to locate his or her position and contact the next approaching vehicle with approximate wait times. • Provide a dedicated phone line so that users can call and request assistance. • System will be operational within 45 days from Notice to Proceed to include vehicle procurement, financial operating plan, sufficient liability coverage and mobile application. Service will be adjusted based upon needs identified from six months of data and the availability of funds. Once six months of data is received and analyzed per Data Reporting requirements in Section 1.9, b. the City and Company shall meet and negotiate terms for the year two renewal period. Ridership, service levels, service area, number of vehicles, ad revenue, fare revenue and overall contract performance will be determining factors in determining if service will remain the same or expand based on ridership demand. 1.1 Mobile Aaalication a. Company to provide a mobile application which allows riders to request pick up and drop off locations. b. Ability to allow the user to connect from one mirco-transit zone to another (MTZ-2 and MTZ-3 will be combined into a single zone for the purpose of the pilot test) c. At no cost to the City, maintain updates to the application and be compatible to smart phones and other mobile devices. d. Provide ability to charge a fee per rider and issue discounts via promo -codes. e. Provide users with approximate time until pick up. f. Allow users to rate drivers and provide feedback. g. Feature a Google Maps based map (or equivalent) that identifies the boundaries of each Service Area. h. After a ride request has been accepted by a driver, depict the real-time location of vehicles on a map of the appropriate Service Area. i. Ability to track party and usage data. 1.2 Marketing and Branding a. In coordination with the City of Hollywood, the Company will develop and implement a branding strategy. Company will not implement any branding strategy without prior written approval from the City. Any changes to the branding strategy must be approved in writing by the City prior to implementation. b. Company to develop and implement a marketing program to promote awareness of the program. The City will have the right to request changes to the marketing program. 11 of 18 159 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services c. The City retains the right to review marketing materials prior to use and request changes or withdrawal of any marketing materials. 1.3 Vehicles and Infrastructure a. Company to procure, store, license, operate and maintain vehicles and related infrastructure including charging stations used in the service in accordance with applicable laws and regulations with the following requirements. i. Fleet Size. Unless the parties agree otherwise, Company will acquire and operate at its own expense no fewer than 8 GEM vehicles (includes one ADA accessible GEM on standby), 2 EV Vans (1 ADA Accessible), and 1 EV Sedan as part of this Service. Company to maintain and operate vehicles to satisfy the minimum levels of service and ADA accessibility requirements. b. Specifications. All vehicles will: i. Comply with all applicable laws and regulations. ii. Be fully electric. iii. Meet all safety standards established by applicable law or regulation. iv. Feature luggage carrying capacity. c. Branding. The branding strategy will be applied to all vehicles as follows: i. At all times during operation of any vehicles pursuant to this Contract, Company may include but is not limited to branding to all wheels, hoods, front panels, coping, roof and rear fenders unless otherwise approved by the City. ii. Company to develop a default vehicle wrap to be used when no paying advertiser has been identified for any vehicle or vehicles for a period of 7 days or longer unless otherwise approved by the City. iii. Exterior and interior advertising will not interfere with the placement or visibility of any branding required by this Contract, unless otherwise approved by the City. d. Licensing. Company to obtain and maintain proper licensing and registration of all vehicles at all times. e. Charging. The City will make available to the Company, City owned charging stations for vehicles although the City cannot ensure the availability of charging stations to service all vehicles in the fleet to satisfy the levels of service required by this Contract. Company to ensure charging stations are available to adequately service all vehicles in the fleet to satisfy the levels of service required by this Contract. f. Storing. The City will provide parking and operation space in a City -owned parking facility. Company will be responsible for storing and securing vehicles during times of non -operation. g. Maintenance and replacement. At Company's sole cost, Company to maintain the interior and exterior of all vehicles in good working order, in accordance with all applicable laws and regulations. Vehicles to be free of graffiti, vandalism, defacement and other damage to the satisfaction of the City. Company will replace any vehicle at its sole cost when the vehicle cannot be maintained in good working order, in accordance with applicable laws and regulations or it is no longer able to be maintained in accordance with the requirements of this Contract. Company to use its best efforts to restore non -operational vehicles to operation within 10 business days from the date of any incident requiring the vehicle to be removed from operation. Company to provide verbal and written notice of the City of any delay in restoring a non- operational vehicle that extends beyond ten (10) business days from the date of malfunction. If the city determines that any such delay is due to Company's lack of diligence the City will have the right to pursue any remedy provided for in this Contract or at law or equity. 1.4 Staffing a. General. Company to provide sufficient staffing to maintain levels of service required by this Contract. All persons provide services pursuant to this Contract will be employees, contractors or consultants hired by the Company. Company is solely responsible for all staffing decisions made pursuant to this Contract. b. Drivers. Company to obtain complete background checks on all drivers, including driving records, criminal checks and employment references, conduct initial drug testing, and provide a training program for newly hired drivers. Company will not hire any convicted felon or any person who has been convicted or pled guilty to driving under the influence of drugs or alcohol as a misdemeanor in any state. Company will not hire a driver with more than three (3) infractions relating to driving a motorized vehicle within the previous 24 months. Company to review each driver's driving and criminal records at least annually. c. Company to provide Living Wage and tips. 1.5 Attaining and Maintaining Levels of Service (LOS) a. General. Company to provide an LOS that meets customer demands at all times of Service operations. 12 of 18 160 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services b. Service Level review. Company and City to meet at least annually to review LOS and determine if any adjustments are necessary. Any agreed upon adjustments will be made in writing. 1.6 Trip Sharing a. The Services may permit drivers to transport more than one (1) party but no more than Five (5) parties in GEM vehicles, Three (3) parties in an E -Sedan, and Twelve (12) parties in the E -van, and Eight (8) parties in the ADA E -van simultaneously under the following conditions: i. Each passenger has a separate seatbelt. ii. The total number of passengers, including the driver does not exceed the vehicle's legal capacity. 1.7 Operational Requirements a. Company and all its employees, officers, managers, staff, subcontractors and subconsultants will comply with all applicable local, state and federal laws and regulations while performing work pursuant to this Contract including but not limited to all laws and regulations regarding the safe operation of vehicles. Company to prohibit drivers from texting or using smartphones, or other mobile device, eating, drinking, wearing headphones, and engaging in any activity that may cause the driver to become distracted while driving the vehicle. Parties acknowledge and agree that (i) drivers will only be permitted to wear Bluetooth enabled device or similar technology to provide service provided by this Contract in accordance with all laws governing such devices; and (ii) drivers may use smart phones mounted to the dashboard or windshield of the vehicles only in accordance with all laws governing such devices. b. Company must obtain all permits and approvals required in the ordinary course of business for the safe and legal operation of the Service, including without limitation, permits or approvals from the Florida Transportation Authority. Company is responsible for obtaining any permits and approvals required by the State of Florida for operation of the Service. c. Company to require all persons using the Service to comply with applicable local, state and federal laws and regulations relating to the use of seatbelts and alcohol consumption in vehicles. d. Company and its drivers are permitted to refuse service when, in the driver's opinion, a passenger poses a threat to himself or herself, other passengers, the driver, the vehicle or other vehicles or persons. e. Company is permitted to establish reasonable restrictions on the provision of services to non -service animals. 1.8 Operating Hours a. Company to provide the Service for 11 hours per day, seven days (7) days per week for MTZ Zone 1 b. Company to provide the Service for 8 hours per day, seven (7) days per week for MTZ Zone 2 c. Company to provide the Service for 8 hours per day, seven (7) days per week, for 6 months for MTZ Pilot Zone 3 d. Company to remove 1 EV -van from service in MTZ-1 to provide Fixed Route Service 2 days per week for a period of 6 months between established pick-up/drop off locations within MTZ 2 & 3 and the Hollywood Historic Downtown and the Beach area. e. After the Data Review, hours of operation may be adjusted as mutually agreed upon in writing by the parties. 1.9 Levels of Service Reporting a. Company to provide the city with monthly, quarterly and annual level of service and operations/financial reports for each micro -transit zone. Upon request, Company will provide the City with weekly level of service reports for each micro -transit zone. b. Data Reports to include: i. Number of parties on a daily, weekly and monthly basis ii. Number of paying customers iii. Gross/Net revenue collected for fare revenue credits iv. Number of vehicles not in operation on a daily, weekly and monthly basis v. Average wait time from request through the mobile app until arrival by assigned driver on a daily, weekly and monthly basis. vi. Average trip duration on a daily, weekly and monthly basis. vii. Pick-up and drop off location for each trip. viii. Average number of passengers per party per trip. ix. Average number of parties per trip. x. Number of passenger complaints received on a daily, weekly and monthly basis. c. Quarterly Reports d. Annual Reports 13 of 18 161 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services 1.10 Operational/Financial Report within thirty (30) days after each month, quarter and year, as applicable Company to submit to City Operational/Financial Reports containing the following information: a. Annual budget b. Annual and monthly financial information include revenue generated (including advertisement sales and miscellaneous revenue), expenses and capital resources. 1.11 Advertisement Sales a. Company shall sell space on the exterior or interior of the vehicles for the display of commercial advertising. Advertising Revenue in the amount of $115,100.00 shall be guaranteed annually (Annual Guaranteed Amount). All Advertising Revenue collected by the Company above the Annual Guaranteed Amount will belong to the Company. Company shall credit the City's monthly invoices for each MTZ with a prorated portion of the Annual Guaranteed Amount as shown in Exhibit E (Pricing). 1.12 Ridership Fares a. Company shall collect ridership fares for the services. b. Company shall credit the City's monthly invoice for each micro -transit zone with 100% of the Net Fare Revenue, defined below, that is generated and collected from ridership fares. c. Net Fare Revenue means all gross ridership revenue that is collected from the passengers for the services less all costs and expenses, including but not limited to sales taxes or other taxes imposed by law, Company administrative expenses, credit card processing fees and other billing related charging by third parties imposing similar processing charges. Company will be responsible for documenting all costs and expenses and related charges associated with the Net Fare Revenue calculations. 14 of 18 162 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services EXHIBIT B — RFP -045 -23 -SK - Citywide Micro -Transit Services 15 of 18 163 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 FLORIDA REQUEST FOR PROPOSAL RFP -045 -23 -SK CITYWIDE MICRO -TRANSIT SERVICES FOR THE CITY OF HOLLYWOOD, FLORIDA (CITY) RFP Issue Date: February 1, 2023 Questions Due Date: February 22, 2023 Submittal Due Date: March 9, 2023,3:00 pm 164 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City of Hollywood RFP -045 -23 -SK CITYWIDE MICRO -TRANSIT SERVICES TABLE OF CONTENTS I. SUMMARY............................................................................................................ II. INTRODUCTION................................................................................................... III. SPECIAL TERMS AND CONDITIONS.................................................................. IV. SCOPE OF SERVICE........................................................................................... V. EVALUATION CRITERIA...................................................................................... VI. EVALUATION COMMITTEE................................................................................. VII. GENERAL TERMS AND CONDITIONS................................................................ VIII. PROPOSAL SUBMISSIONS................................................................................. Attachments: A - EXHIBIT A - CSP—Routes—and—Schedules B - Exhibit B-MTZ Zones C - Exhibit C -Pricing 165 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SUMMARYT. The City is seeking shared public sector transit services that offer dynamically allocated routes and schedules in response to individual or aggregate consumer demand, using smaller vehicles and capitalizing on mobile GPS and internet connectivity. The City has successfully funded the operation of a micro -transit service in the downtown and A1A corridor for the last 4 years. The micro transit services have been well accepted with increasing ridership. The Current contract is set to expire and would like the opportunity to solicit new proposals that would complement a new community shuttle service as well as expansion of the service to other areas of the City, especially west of 1-95. The goal of the micro -transit service will be to transition paratransit customers by transporting them in a less expensive manner to a fixed route transfer point and/or address areas in the City with high concentrations of older and low-income residents who need access to transit. Any rider fees will be determined by the City and 100% of all net proceeds from fees generated by riders will be returned to the City in the form of a credit to each monthly invoice. The City has the right to audit the Contractor's collection of fees. The successful Vendor/Contractor will have demonstrated demand response experience particularly in areas with no existing service. The Contractor will own or have access to a fleet of environmentally friendly and sustainable vehicles that include fully accessible minibuses with capacity between 12 and 28 passengers. Vehicles should be small enough for energy efficiency, but large enough to handle occasional larger demands (schools, employment centers, transfer stations). Smaller low speed electric vehicles may be used on smaller streets and more acceptable neighborhoods. The strategic objective of this initiative is to identify and implement a sustainable micro -transit system that moves people to and from their destination. Another strategic objective is that over time this program will transition to being fully supported by the business community in Hollywood, Hollywood Beach, and the surrounding area. 1 ,,, Ilµ lll.iil'iir Currently the City plans to operate a Community Shuttle System with three fixed routes (Northwest Loop - City Hall to N. Beach Park, A1A Loop - N. Beach Park to E Hallandale Blvd. and a Southeast Loop - City Hall to Pembroke Rd.) The fixed route system is expected to be operational by mid -2023 and will provide public transportation service to improve mobility, and ease parking demand and traffic congestion. This service is funded by Broward County Transit. In addition, there are Broward County buses, routes #1, 4, 7, 9 and US1 Breeze, providing services on a daily basis. 1 3 Cantact IIIunfarrnabibn Simone Knight Senior Purchasing Agent Email: Ikrniiglht hollllywoodtl„oir Phone:.( 92 3200 3 166 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 Department: Development Services (Engineering, Building, Code Compliance, Community Development and Planning) 1 4.. "I"ii Ilr eIII Iii Ilei e Rellllease IIPiroject IIL ate February 1, 2023 A!"dare,-IPirollposallll Iliee'tiiiin (III' oin- February 9, 2023, 10:00am A ai datoir) Join from the meeting link ..I....htt ....... s://colhfll„webex„coim/colhn/ „ Ih IIV�.FII If.:�:::::lrn6cb a791171165ad4ecd518t286c6c012 .................................................................................................................................................................................... OR Join by meeting number Meeting number (access code): 2633 159 9680 Meeting password: 9PEjbnnYC32 OR Join from a mobile device (attendees only) +1-408-418-9388 Meeting number (access code) 2633 159 9680 Uestiiiiouri Sil,flbinnissloin IIC eadlllliIine February 22, 2023, 5:OOpm PIIIM1posa1111 SUlburmriiiiissiloin IIS" eadlllliIine March 9, 2023, 3:OOpm 167 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl21D464571D1 The City of Hollywood, Florida (City) is seeking responses from qualified and experienced firms, hereinafter referred to as the Contractor or Proposer, to provide Micro -transit rider services for the City, in accordance with the terms, conditions, and specifications contained in this solicitation. Responses to this solicitation are due by Thursday, March 9, 2023 at 3:00 pm, and will be opened in a virtual public setting on March 1, 2023 at 4:OOPM (EST) at https://cohfi.webex.com/cohfl/j. php?MTI D=m2fa08f6728891 bc5bc2d389b3a3e4290 . Submittals shall be received electronically through Qp. im y IF irgcuVuireir��,ir�.�.,. Hard copy submittals will not be accepted. Submittals shall be considered an offer on the part of the bidder/proposer, which offer shall be deemed accepted upon approval of the City, and in case of default, the City reserves the right to accept or reject any or all bids/proposals, to waive irregularities and technicalities, and request new bids/proposals. The City also reserves the right to award any resulting agreement as it deems will best serve the interests of the city. IIF: iire mm,II[.11 r os III Cari f iireince airi /ar SteVsll IIS gii2 mm,ll aindaF:oilr There will be a non -mandatory pre -proposal conference and/or site visit scheduled for this solicitation. Attendance is required if the event is mandatory, and in the event that it is non- mandatory, it is strongly suggested that all Contractors attend the pre -proposal conference and/or site visit to receive information that may be critical to their understanding of this solicitation. Please keep in mind that site visits at other times might not be available. It is the sole responsibility of the Contractor to become familiar with the scope of the City's requirements prior to submitting a proposal. No variation in price or conditions shall be permitted based upon a claim of ignorance. Submission of a proposal will be considered evidence that the Proposer has familiarized themselves with the nature and extent of the work, equipment, materials, and labor required. The City of Hollywood uses Opengov, the e -Procurement Portal ("Portal") (I2taa;//,p.lr uu,ir irnn irn ;;a gov„colmJpoltallllhollllywoodfl/ irojectsC36 20) to administer the competitive solicitation process, including but not limited to soliciting proposals, issuing addenda, posting results and issuing notification of an intended decision. The City shall not be responsible for a Proposer's inability to submit a proposal by the proposal end date and time for any reason, including issues arising from the use of OpenGov. . IIF: 6ihrmt of"'.antact For information concerning procedures for responding to this solicitation, contact the Point of Contact within the Office of Procurement Services, Simone Knight, Senior Purchasing Agent at sknight@hollywoodfl.org or by phone at (954) 921-3200, or Steve Stewart, Chief Procurement Officer (CPO), at sstewart@hollywoodfl.org or by phone at (954) 921-3232. Such contact is to be for clarification purposes only. All questions must be submitted in writing via the Portal by Wednesday, February 22, 2023, by 5:00 pm, in order to receive a timely response. 5 168 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 Project Manager: Solange Baquero, Administrative Specialist II, at dbaquero- meza@hollywoodfl.org or by phones at (954) 921-3900 Ext: 6641. For information concerning technical specifications, please utilize the question and answer feature provided by the Portal at h t s-//plroculrelrn~nelnt..o earn ov„coirn/I�oirtallCl�nollll wood�l. Questions of a material nature must be received prior to the cut-off date specified in the solicitation schedule. Material changes, if any, to the scope of services or bidding procedures will only be transmitted by written addendum. (See addendum section of the the Project Page). Proposers please note: No part of your proposal can be submitted via FAX. No variation in price or conditions shall be permitted based upon a claim of ignorance. Submission of a proposal will be considered evidence that the Proposer has familiarized themselves with the nature and extent of the work, and the equipment, materials, and labor required. The entire proposal response must be submitted in accordance with all specifications contained in this solicitation. The questions and answers submitted in the Portal shall become part of any contract that is created from this solicitation. It is the sole responsibility of the Proposer to ensure that their proposal is submitted electronically through the Portal. 2.5. Cane of &Ience The City of Hollywood City Commission adopted Ordinance No. 0-2007-05, which created Section 30.15(F) imposing a Cone of Silence for certain City purchases of goods and Services. The Cone of Silence refers to limits on communications held between vendors and vendor's representatives and City elected officials, management and staff during the period in which a Formal Solicitation is open. The Ordinance does allow potential vendors or vendor's representatives to communicate with designated employees for the limited purpose of seeking clarification or additional information. The names and contact information of those employees that may be contacted for clarification or additional information are included in the solicitation. The Cone of Silence does not prohibit a vendor or vendor's representative from communicating verbally, or in writing with the City Manager, the City Manager's designee, the City Attorney or the City Attorney's designee on those procurement items to be considered by the City Commission. The Cone of Silence does not prohibit a vendor or vendor's representative from making public presentations at a duly noticed pre -proposal conference or duly noticed evaluation committee meeting or from communicating with the City Commission during a duly noticed public meeting. The Cone of Silence shall be imposed when a formal competitive solicitation has been issued and shall remain in effect until an award is made, a contract is approved, or the City Commission takes any other action which ends the solicitation. To view the Cone of Silence, go to the City of Hollywood Code of Ordinance online, and view SecUolrn 30„ 151::-. .............................................................................. All communications regarding this solicitation should be sent in writing to the Procurement Services Division as identified in this solicitation. I 169 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 I. SPECIAL TERIVIS ANDO II II II'II SII S lrm, G III : 11 m�: a iirm Ill iii lirpiret Ljlbin It is the sole responsibility of each firm to notify the Point of Contact utilizing the question and answer feature provided by the Portal and request modification or clarification of any ambiguity, conflict, discrepancy, omission or other error discovered in this competitive solicitation. Requests for clarification, modification, interpretation, or changes must be received prior to the Question and Answer (Q & A) Deadline. Requests received after this date may not be addressed. Questions and requests for information that would not materially affect the scope of services to be performed or the solicitation process will be answered within the question and answer feature provided by the Portal and shall be for clarification purposes only. Material changes, if any, to the scope of services or the solicitation process will only be transmitted by an official written addendum issued by the City and uploaded to the Portal as a separate addendum to the solicitation. Under no circumstances shall an oral explanation given by any City official, officer, staff, or agent be binding upon the City and should be disregarded. All addenda are a part of the competitive solicitation documents and each firm will be bound by such addenda. It is the responsibility of each to read and comprehend all addenda issued. Proposer may change or withdraw a proposal at any time prior to proposal submission deadline; however, no oral modifications will be allowed. Modifications shall not be allowed following the proposal deadline. 3 3 IIF r'opgCost The City shall not be liable for any costs incurred by Proposers in responding to this solicitation. 3 4IIF Ilrlii klliiiiF CII III'ili r ii , All pricing must include delivery and installation and be quoted FOB: Destination, unless specified otherwise in # COIF:1IE:: OF BIE:'.1RV11CIE:: section . ....................................................................................................................... W. VIII I'� r: Illl Prices provided in this solicitation shall be valid for at least One -Hundred and Twenty (120) days from time of solicitation opening unless otherwise extended and agreed upon by the City and Proposer. 3.6. No Caribract Proposer agrees and understands that the contract shall not be construed as an exclusive arrangement and further agrees that the City may, at any time, secure similar or identical services from another vendor at the City's sole option. In order to be considered responsive to the solicitation, the firm's proposal shall fully conform in all material respects to the solicitation and all of its requirements, including all form and substance. 7 170 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 . � s �� g iii bIIIe IIF � �� tIlr"In II�� In order to be considered as a responsible firm, firm shall be fully capable to meet all of the requirements of the solicitation and subsequent contract, must possess the full capability, including financial and technical, to perform as contractually required, and must be able to fully document the ability to provide good faith performance. 9 II ii I ii lffm Ul7M w Ill iii iii :lii llr To be eligible for award of a contract in response to this solicitation, the Proposer must demonstrate that they have successfully completed services, as specified in the ft -SCOPE: ,01l:;; ;I..IfII.I., section of this solicitation, are normally and routinely engaged in performing such services, and are properly and legally licensed (if required) to perform such work. In addition, the Proposer must have no conflict of interest with regard to any other work performed by the Proposer for the City. 3.10. Award of '( Ilrturac Award may be in the aggregate, or by line Item, or by group, whichever is determined to be in the best interest of the City. Award will be made to the responsive and responsible Proposer, quoting the lowest price, for that product/service that will best serve the needs of the City. The City also reserves the right to accept or reject any or all proposals, part of proposals, and to waive minor irregularities or variations to specifications contained in proposals, and minor irregularities in the bidding process. The City also reserves the right to award the contract on a split order basis, lump sum basis, individual item basis, or such combination as shall best serve the interest of the City. 3 111, II IIr FW mm ; Ilr; ilr IlF 11 ii II III �, iii��lii,C IIF: l gest This is a manufacturer/brand/model specification. No substitutions will be allowed unless specified in the COF:1IE. OF SIE:DFRVIICIE section. ........................................................................................................................ 3 12 DInburact IIF)eriiio The initial contract term shall commence upon date of award by the City for a one (1) year term. The City reserves the right to renew the contract for three additional one-year terms, providing all terms, conditions and specifications remain the same, both parties agree to the extension, and such extension is approved by the City. In the event services are scheduled to end because of the expiration of this contract, the Contractor shall continue the service upon the request of the City as authorized by the awarding authority. The extension period shall not extend for more than 120 days beyond the expiration date of the existing contract. The Contractor shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. 3 13 Any estimated quantities listed are for information and tabulation purposes only. No warranty or guarantee of quantities needed is given or implied. It is understood that the Contractor will furnish the City's needs as they arise. 171 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 3.14.IlR�u',w� l (.,- s� and S�w� Ilk irr lii btd1 o f jF: iir oppar 111 The signer of the proposal must declare that the only person(s), company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person(s), company or parties submitting a proposal; that it is in all respects fair and in good faith, without collusion or fraud; and that the signer of the proposal has full authority to bind the principal proposer. 15 Coin III lii ct of IlInterests S ilrdNii llb lile Any respondent submitting a response to this solicitation is responsible for being aware of, and complying with Section 3 ..02, of the City Code of Ordinances. If you have questions concerning whether you may or may not need to comply with the ordinance, please contact the City of Hollywood, City Clerk's Office at 954-921-3211. Any respondent who is not recommended for award of a contract and who alleges a failure by the City to follow the City's IP,fra c..u.ur21.m, ,i.r].!,,Q.2.d e. or any applicable law may protest to the CPO, by delivering a letter of protest to the CPO in accordance with Section 38.52 of the City's , If irq, u.1r.e. ,irl.,,,, 2 ', , within five days after a notice of intent to award is posted on the City's web site, BIDSYNC, City Clerk's Office, Open Government, and/or City's Sunshine Board (I;�,p,;//vyv�rv�r, 11 Irlllly;Il ::irg/Aircl� five„ asraxAI II If::�:::::140). Contractor shall maintain, at its sole expense, during the term of this agreement the following insurances: A. Commercial General Liability Insurance naming the City as an additional insured with not less than the following limits: General Aggregate $1,000,000 Products-Comp/Op Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Coverage shall include contractual liability assumed under this agreement, products and completed operations, personal injury, broad form property damage, and premises - operations. B. Commercial Automobile Liability Insurance naming the City as an additional insured with not less than the following limits: Combined Single Limit $1,000,000 Coverage shall include contractual liability assumed under this agreement, owned, hired and non -owned vehicles. Worker's Compensation: 0 172 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 C. Worker's Compensation Insurance Prior to the commencement of work governed by this contract, the contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable State statues. Limits of Liability: Statutory -State of Florida Covering the contractor and the contractor's employees with not less than the following limits: Employers Liability: $100,000, bodily injury by accident $500,000 bodily injury by Employee $500,000 bodily injury by Policy Limit The City of Hollywood needs to be the certificate holder as per the following format: City of Hollywood (nothing else on this line) Name of Department Department Department Address Address Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain a minimum rating of A -VII, as assigned by the A.M. Best Company. Please Note: The Certificate shall contain a provision that coverage afforded under the policy will not be cancelled until at least thirty (30) days prior written notice has been given to the City. Certificates of insurance, reflecting evidence of the required insurance, shall be provided to the City. In the event the Certificate of Insurance provided indicates that the insurance shall terminate and lapse during the period of this Agreement, the vendor shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement or extension thereunder is in effect. The insurance policy shall not contain any exceptions that would exclude coverage for risks that can be directly or reasonably related to the scope of goods or services in this bid/proposal. A violation of this requirement at any time during the term, or any extension thereof shall be grounds for the immediate termination of any contract entered in to pursuant to this bid/proposal. In order to show that this requirement has been met, along with an insurance declaration sheet demonstrating the existence of a valid policy of insurance meeting the requirements of this bid/proposal, the successful proposer must submit a signed statement from insurance agency of record that the full policy contains no such exception. The City reserves the right to require additional insurance in order to meet the full value of the contract. The City reserves the right to require any other insurance coverage it deems necessary depending upon the exposures. 10 173 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 3.18 Leincainbrdllllldlblle ':Iii r°cur nstarice (IIS"arce II alibLula The City and Contractor will be excused from the performance of their respective obligations under this agreement when and to the extent that their performance is delayed or prevented by any circumstances beyond their control including, fire, flood, explosion, strikes or other labor disputes, acts of God or public emergency, war, riot, civil commotion, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance, provided that: A. The non performing party gives the other party prompt written notice describing the particulars of the Force Majeure including, but not limited to, the nature of the occurrence and its expected duration, and continues to furnish timely reports with respect thereto during the period of the Force Majeure; B. The excuse of performance is of no greater scope and of no longer duration than is required by the Force Majeure; and C. No obligations of either party that arose before the Force Majeure causing the excuse of performance are excused as a result of the Force Majeure; and D. The non-performing party uses its best efforts to remedy its inability to perform. Notwithstanding the above, performance shall not be excused under this Section for a period in excess of two (2) months, provided that in extenuating circumstances, the City may excuse performance for a longer term. Economic hardship of the Contractor will not constitute Force Majeure. The term of the agreement shall be extended by a period equal to that during which either party's performance is suspended under this Section. 3.19. : iir 111 iir 111 ' II !i nrilrm , 11 l ll� The City has implemented software that contains a supplier portal allowing suppliers to submit and update their information via the supplier portal. New suppliers will be required to register; and current suppliers will need to confirm and update their information. Firms are responsible for ensuring that all contact, payment, and general information is updated at all times, and will not hold the City liable for any inaccurate information. 3.20. IIS: :Ilk annred ar, 31. en �:��; d Ili udders Cyr IIF: inm,o . �: ser Firm(s) certifies, by submission of a response to this solicitation, that neither it nor its principals and subcontractors are presently debarred or suspended by any federal, state, county or municipal department or agency. 3.2111.1 ,, F"'Lflblht E3 cr �� ...irlmm mmmmmmmmmm.mm...mmmmmmmmmmmmmmmmmmmmmmmmmm"..........mm.mmmmmm.....mmmmmm.....mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm All responses will become the property of the City. The Consultant's response to the solicitation is a public record pursuant to Florida law and is subject to disclosure by the City pursuant to Chapter 119.07, Florida Statutes ("Public Records law"). The City shall permit public access to all documents, papers, letters or other material submitted in connection with this solicitation and the Contract to be executed for this solicitation, subject to the provisions of Chapter 119, Florida Statutes. 11 174 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 Any language contained in the Consultant's response to the solicitation purporting to require confidentiality of any portion of the Consultant's response to the solicitation, except to the extent that certain information is in the City's opinion a Trade Secret pursuant to Florida law, shall be void. If a Consultant submits any documents or other information to the City that the Consultant claims is Trade Secret information and exempt from Florida Statutes Chapter 119.07 ("Public Records Laws"), the Consultant shall clearly designate that it is a Trade Secret and that it is asserting that the document or information is exempt. The Consultant must specifically identify the exemption being claimed under Florida Statutes 119.07. The City shall be the final arbiter of whether any information contained in the Consultant's response to the solicitation constitutes a Trade Secret. The City's determination of whether an exemption applies shall be final, and the Consultant agrees to defend, indemnify, and hold harmless the City and the City's officers, employees, and agent, against any loss or damages incurred by any person or entity as a result of the City's treatment of records as public records. In the event of Contract award, all documentation produced as part of the Contract shall become the exclusive property of the City. Proposals purporting to be subject to copyright protection in full or in part will be rejected. EXCEPT FOR CLEARLY MARKED PORTIONS THAT ARE BONA FIDE TRADE SECRETS PURSUANT TO FLORIDA LAW, DO NOT MARK YOUR RESPONSE TO THE SOLICITATION AS PROPRIETARY OR CONFIDENTIAL. DO NOT MARK YOUR RESPONSE TO THE SOLICITATION OR ANY PART THEREOF AS COPYRIGHTED. w IIF:)L.Y IIF; IIF. IIIC IIF: IIEC IIF [)S IIF; mILII IIF; mII IIF.. IF THE CONSULTANT' HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 1119, FLORIDA STATUTES, TO THE CONSULT'ANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (954-921-3211), pcerny@hollywoodfll.org, CITY CLERK'S OFFICE, 26100 HOLLYWOOD BLVD, HOLLYWOOD, FLORIDA 33020) Consultant shall: A. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. B. Upon request from the City's custodian of public records, provide the City 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 in Chapter 119, Florida Statutes. 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 this contract if the Consultant does not transfer the records to the City. D. Upon completion of the Contract, transfer, at no cost, to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of this Contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of this Contract, 12 175 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. It is solely and exclusively the Contractor's responsibility to familiarize itself with Chapter 119, Florida Statutes, and to ensure compliance with its requirements. 13 23. e II1; lire a IIIkeiii.. In cases where there is a tie for the bid award, the award shall be made by giving preference to the low bidder(s) with the following items (in this order): • (1) maintenance of a drug-free workplace in accordance with the requirements of Florida Statutes Section 287.087, • (2) local Hollywood vendor preference, • (3) closest proximity/location to project site or City Hall, and/or • (4) minority-owned or disadvantaged business status. If a tie still exists after the aforementioned tiebreakers are utilized, the Chief Procurement Officer will make a recommendation for award among the tied bidders. 13 176 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SCOPE4. SERVICE , lli m ii 'i'ii w :'ili an The successful Vendor/Contractor will provide a year-round micro -transit program that provides connectivity to the Community Shuttle Program (CSP), this includes areas along the US 1/Federal Highway Corridor, Historic Downtown, and Hollywood Beach areas. In addition, the service will provide connectivity to various points of interest and Transportation hubs in areas west of the City designated as micro -transit zones. The service must be reliable, predictable and easy to access. Program may include supplementary service during special events requiring vehicles, personnel and resources. Circulator services may also expand to other areas of the City to support mobility options and reduction of traffic congestion as determined by the City and City Redevelopment Agency (CRA). The applicant should provide as part of their proposal a tentative schedule of service based on their experience in similar markets and assessment of demand in the area. This schedule is subject to change and be modified depending on the needs and conditions determined by the City/CRA. .2. I"' : cIlii in iica III The use of environmentally friendly vehicles is preferred and must meet required ADA accessibility standards. The Contractor will provide the necessary vehicles, staff, and resources to service the estimated schedule in Exhibit A - CSP Routes and Schedules throughout the term of the contract. There is no need to have vehicles equipped with GPS units although it is preferred. The Contractor shall provide professional, experienced, well-groomed hospitality -oriented personnel and resources to communicate engagingly with riders while answering their questions. Personnel must hold the required, up-to-date applicable licenses, if required, have a clean driving record and be comfortable speaking knowledgably about the City/CRA as a visitor destination. The ability to converse in English is required. Bilingual drivers and other languages (French and Spanish) is desirable, but not required. All drivers must participate in a Florida Department of Transportation (FDOT) approved drug testing program. The City/CRA reserves the right to require the immediate dismissal of any personnel who fail to meet the standard outlined above. Relief personnel shall be readily available and provided by the Vendor throughout the term of the contract. The Contractor will ensure that all personnel assigned to this program wear professional, standardized, uniforms that are clean and well -pressed at all times. The Contractor will be responsible for appropriate storage, maintenance, and operational safety of all vehicles provided for this effort. The Contractor will be responsible for replacing vehicles that break down or have mechanic problems at no extra cost to the City/ CRA. The replacement should be addressed during shift when possible but no longer than 12-24 hours from the time of the event. In the event a vehicle needs to be replaced, such replacement vehicle shall match wrapping and conditions of the vehicle that needs repairs. 14 177 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 Applicants are encouraged to provide risk mitigation plans below for different time frames for vehicles to be out of service (i.e., one day, one week, one month) The Contractor will a provide a secure website and cell phone application that allows users to quickly locate and secure a ride. The application should be downloadable from the Apple Store or Play Store. The website and cell phone application should also have the ability to charge a fee for service via secure encrypted credit card payments. 3CaInF.Ilracl:��:�llr Illlil � lii r. F:lii : llr w The Contractor shall submit a listing of work experience for projects similar in scope and nature to the work described in the Scope of Work. A minimum of five (5) years' experience and at least two (2) projects (preferably with a government entity) shall be submitted and include a description of the work, project value, value of the work performed by the Contractor, and work duration. The Contractor shall provide the requirements/certifications/training requirements for their drivers. NOTE: The minimum requirement by the City is that all drivers must be enrolled in an approved FDOT drug testing program and have passed a drug screening test, have the required FL driver license, and a favorable background investigation. II11)dI IiI eirdlb ll s and 1b� �l�liiw s The following deliverables are required: A. Auditing tools to track vehicle usage and gross/net revenues from passenger fees and advertising. Generation of monthly reports that provide ridership totals, service heat maps with micro -transit zone usage, demand and capability analytics. In addition, reports shall contain driver performance metrics such as riders per hour, wait times, and the number of missed pick-ups. B. Reliable Transit Program. Documented daily vehicle safety inspections prior to start of day, and a documented preventive maintenance program. Reporting frequency will be determined between the City/CRA and the Contractor's ridership totals. C. Risk Mitigation Plan. A written plan that addresses risks associated with the operation of the micro transit program and mitigation strategies that will be used by the Contractor to minimize risk. D. Maintenance/Recovery Plan. The Contractor shall provide their maintenance plan and recovery plan to keep the vehicles in circulation at all times with no interruptions. III°`ect Ar ea There are three (3) Micro -Transit Zones (MTZ). Each MTZ will be finalized following award and may be modified based on ridership and need. Each MTZ is described in the attached Exhibit B - MTZ Zones. 4.6 Schedule of"IIF:)er brurnarlce The applicant will provide a tentative schedule of service based on their experience in similar markets. This schedule is subject to change and be modified depending on the needs and conditions determined by the City/CRA and provider. Offerors are encouraged to provide service connecting downtown and the beach and must provide adequate description on how the service will do this and overcome challenges. 15 178 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 Adv(.,-iir Usliing.,arid Revenue �Sharin�: ADVERTISEMENT SALES SERVICES. (a) The Contractor will sell space upon its vehicles for the display of commercial advertising. The purpose is to raise revenues to partially finance the operation of the micro -transit services. (b) The Contractor will pay to the City 50% of the Net Advertising Revenue received by the Contractor in connection with all (i) exterior advertising sales; (ii) interior video advertising sales; (iii) event marketing campaign sales; and (iv) marketing efforts for advertising sales (collectively, the "Advertisement Sales Services" and the advertisements so sold, the "Advertisements"). Net Advertising Revenue means the gross advertising revenue received less all -other costs and expenses, including but not limited to advertisement design and production costs, incurred by the Company in connection with providing the Advertisement Sales Services. (c) The Contractor shall determine the methods, details, and means for performing the Advertisement Sales Services. The Contractor will not accept advertising content that includes or is related to the below (1-7) without the prior written approval from the City. 1. Discriminates against a person or section of the community on account of race, sex, age, sexual preference, religion, disability, sexual orientation or political belief. 2. Contains strong or obscene language. 3. Promotes or opposes tobacco or alcohol products and controlled substances. 4. Contains sexual or reproductive material, 5. Promotes or opposes "adult entertainment" strip clubs and/or the sale of pornographic materials. 6. Promotes the sale or distribution of firearms. 7. Contravenes any applicable law. (d) The Contractor shall invoice each such advertiser for amounts owed for Advertisement Sales Services. The Contractor shall provide a service credit in the amount of 50% of the Net Advertising Revenue to the City on the following month's submitted invoice after receipt by the Contractor of the amounts due from each advertiser. The Contractor must submit proof of invoices for amounts owed to Contractor for Advertisement Sales Services, during each advertisement period, whether or not invoiced funds are actually received by the Contractor. Example: For illustration purposes, the Contractor submits an invoice to a Media Buyer in the amount due of $25,000.00 for Advertisement Sales Service on January 2023 and the funds were received from that Media Buyer during the month of March 2023. The Contractor will provide a service credit to the City in the amount of $12,500.00 on the April 2023 invoice. 16 179 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 IIEVALUATIGN CRITERIA A Selection Committee will review and evaluate submittals to determine if they meet all of the requirements in this solicitation to be deemed responsive and responsible. The following evaluation criteria will be used to evaluate and score each submittal: 17 180 Evaluation Criteria Scoring MethodNo. -. 1. Approach and Methodology Points Based 15 (14.3% of Total) The Contractor shall explain in detail how their company can meet the requirements of the work outlined in the SOW, provide a timeline/plan-of-action detailing each phase for this effort, provide an organization chart detailing the labor for this effort, provide the recruiting effort for maintaining qualified drivers, and detail the numbers and types of vehicles provided and how they will include additional vehicles if the City expands the routes. 2. Environmental Benefits Points Based 10 (9.5% of Total) The Contractor shall provide details and quantify any environmental benefits or sustainability initiatives that they will use for this effort. 3. Contractor Capabilities Points Based 10 (9.5% of Total) The Contractor shall provide overall organizational and financial capabilities and other key components to include organizational reporting structure, quality control, quality assurance, research and development, technical training and parts support, response time, product capabilities, and the ability to furnish multiple vehicle configurations. The Contractor shall provide a general description of the company, including annual revenue, facilities location, number of permanent and part-time employees, and current and project workload. This description is intended to provide information to the City of Hollywood to evaluate the capability and capacity of the Contractor to perform the work. The City of Hollywood may conduct a site -visit of the Contractor's facility during the evaluation process. 17 180 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 4. Driver's Qualifications Points Based 10 (9.5% of Total) The Contractor shall provide the requirements/certifications/training requirements for their drivers. NOTE: minimum requirement by the City is that all drivers must be enrolled in an FDOT approved drug testing program, pass a drug screening test, have the appropriate FL driver's license, and have a favorable background investigation. 5. Firm's Qualifications and Experience Points Based 10 (9.5% of Total) The Contractor shall submit a listing of work experience for projects similar in scope and nature to the work described in the Scope of Work. A minimum of five years (5) experience and two (2) projects (preferably with a government entity) shall be submitted and include a description of the work, project value, value of the work performed by the Contractor, and work duration and dates. The Contractor must submit at least three (3) references for projects of similar size, scope, and complexity. The references will be reviewed and scored as to whether services performed were satisfactory and meet the aforementioned criteria. 6. ADA Compliance Points Based 5 (4.8% of Total) The Contractor shall provide details on how their proposed vehicles meet ADA accessibility requirements. 7. Maintenance/Recovery Plan Points Based 10 (9.5% of Total) The Contractor shall provide their maintenance plan and recovery plan to keep the vehicles in circulation at all times with no interruptions. The Contractor must also provide a response to this scenario: A vehicle breaks down in the middle of the afternoon (weekday) and the current outside temperature is 95 degrees Fahrenheit. The vehicle has a mixture of passengers: elderly, middle aged, children, and infants. Explain the Contractor's course of action that would be taken. NO 181 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 8. Risk Mitigation Plan The contractor must provide a risk mitigation plan on potential risks that may occur with this service and the steps they will take to mitigate/reduce the risk level. Points Based 10 (9.5% of Total) 9. Local Vendor Preference Points Based 5 (4.8% of Total) If applicable, the local Hollywood Vendor/Contractor shall have the burden of demonstrating that it maintains a permanent place of business with full-time employees within the City limits and has done so for a minimum of one year prior to the date of issuance of a bid or proposal solicitation within Hollywood, Florida. All supporting documentation (e.g., City valid local business tax receipt) for local preference eligibility must be received with the bid package prior to the bid opening date and time. 10. Pricing Points Based 20 (19% of Total) The Contractor must provide a Fixed Pricing Rate for this Service to include all direct and indirect costs in fixed monthly rates for this effort. The price for each offeror will be compared against the values assigned the various elements of the technical proposal. The objective of this process is to obtain the best available combination of technical capability and price. 19 182 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 IIEVALUATION COMMITTEE Each Selection Committee member will convert their maximum available point score (cardinal number) for each Submitter into an ordinal number designating the ranking (as first, second, or third. For example: Cardinal dumber Ordinal INUmbeir 99 1 95 2 91 3 3'3 4 84 5 The ordinal scores from each Selection Committee member for each Submitter shall be added together to calculate a total ordinal score. The Submitter with the lowest ordinal score will be ranked highest for award preference. The Submitter with the second lowest total ordinal score will be ranked second highest for award preference, and so on, until all Submitters are ranked. During the evaluation process, the Selection Committee may, at its discretion, request oral presentations from banks to clarify information or answer questions on submittals. A public Selection Committee meeting to complete this evaluation is anticipated to take place in March 2023 followed by City Commission approval of an award tentatively scheduled for May 2023. Selection Committee meeting notices shall be posted on the City's Sunshine Board (.Ih�;�,p,;//vvvvr,,ll nc�llllywoodtl„olrgCAlrcliive„aspxAIfV111If.�::::0). 20 183 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 T. GENERAL . Ti. TII S '"m 1 m III IIS."I"IIEIII "I"' It is the policy of the City to encourage full and open competition among all available qualified vendors. All vendors regularly engaged in the type of Work specified in the Solicitation are encouraged to submit proposals. To receive notification and to be eligible to bid vendor should be registered with OpenGov. Vendors may register with the OpenGov (registration is free) to be included on a mailing list for selected categories of goods and Services. In order to be processed for payment, any awarded vendor must register with the City by completing and returning a Vendor Application and all supporting documents. For information and to apply as a vendor, please visit our website at lhollllywoodfll„olr to download an application and submit it to Procurement Services Division. It is the intent of the City of Hollywood, FL ("the City"), through this solicitation and the contract conditions contained herein, to establish to the greatest possible extent complete clarity regarding the requirements of both parties to the agreement resulting from this solicitation. Before submitting a bid/proposal, the Vendor shall be thoroughly familiarized with all contract conditions referred to in this document and any addenda issued before the bid/proposal submission date. Such addenda shall form a part of the SOLICITATION and shall be made a part of the contract. It shall be the Vendor's responsibility to ascertain that the bid/proposal includes all addenda issued prior to the bid/proposal submission date. Addenda will be posted on the ,ii: ys, .1E.1 irgc..u.Jre.ir e..nL !E.1.2r211 along with the SOLICITATION. The terms of the SOLICITATION and the selected Vendor's bid/proposal and any additional documentation (e.g. questions and answers) provided by the Vendor during the solicitation process will be integrated into the final contract for services entered into between the City and the selected Vendor. The Vendor shall determine, by personal examination and by such other means as may be preferred, the conditions and requirements under which the agreement must be performed. '7,, IIFIIF�.IIFII;mII.'" II.IIS;mIIIII:IIIIIIIIII�.,III IIIII;m Proposers are required to submit their bids/proposals upon the following express conditions: A. Proposers shall thoroughly examine the drawings, specifications, schedules, instructions and all other contract documents. B. Proposers shall make all investigations necessary to thoroughly inform themselves regarding delivery of material, equipment or services as required by the SOLICITATION conditions. No plea of ignorance, by the proposer, of conditions that exist or that may hereafter exist as a result of failure or omission on the part of the proposer to make the necessary examinations and investigations, or failure to fulfill in every detail the requirements of the contract documents, will be accepted as a basis for varying the requirements of the City or the compensation due the proposer. 21 184 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 C. Proposers are advised that all City contracts are subject to all legal requirements provided for in the City of Hollywood Charter, Code of Ordinances and applicable County Ordinances, State Statutes and Federal Statutes. Bids/proposals will be prepared in accordance with the following: A. The City's enclosed bid/proposal Forms, in their entirety, are to be used in submitting your bid/proposal. NO OTHER FORM WILL BE ACCEPTED. B. All information required by the bid/proposal form shall be furnished. The proposer shall sign each continuation sheet (where indicated) on which an entry is made. C. Prices shall be shown and where there is an error in the extension of prices, the unit price shall govern. The City of Hollywood is exempt from payment to its vendors of State of Florida sales tax and, therefore, such taxes should not be figured into the SOLICITATION. However, this exemption does not apply to suppliers to the City in their (supplier) purchases of goods or services, used in work or goods supplied to the City. Proposers are responsible for any taxes, sales or otherwise, levied on their purchases, subcontracts, employment, etc. An exemption certificate will be signed where applicable, upon request. The City will pay no sales tax. " 4.II: IIS IIF III IIS (III III IIF:.m Ilmm IIF IIS. ,III IIS Any manufacturer's names, trade names, brand names, or catalog numbers used in these applications are for the purpose of describing and establishing minimum requirements or level of quality, standards of performance, and design required, and are in no way intended to prohibit the bidding of other manufacturers' items of equal material, unless specifications state "NO SUBSTITUTIONS." Proposers must indicate any variances to the specifications, terms, and conditions, no matter how slight. If variations are not stated in the bid/proposal, it shall be construed that the bid/proposal fully complies with the Specifications, Terms and Conditions. Proposers are required to state exactly what they intend to furnish; otherwise they shall be required to furnish the items as specified. Proposers will submit, with their bid/proposal, necessary data (factory information sheets, specifications, brochures, etc.) to evaluate and determine the quality of the item(s) they are proposing. The City shall be the sole judge of equality and its decision shall be final. ,5 A[I[YENHII )A The Procurement Services Division may issue an addendum in response to any inquiry received, prior to bid/proposal opening, which changes, adds to or clarifies the terms, provisions or requirements of the solicitation. The Proposer should not rely on any representation, statement or explanation, whether written or verbal, other than those made in this solicitation document or in any addenda issued. Where there appears to be a conflict between this solicitation and any 22 185 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 addendum, the last addendum issued shall prevail. It is the proposer's responsibility to ensure receipt of all addenda and any accompanying documents. Proposer(s) shall acknowledge receipt of any formal Addenda by signing the addendum and including it with their bid/proposal. Failure to include signed formal addenda in its bid/proposal shall cause the City to deem the bid/proposal non-responsive provided, however, that the City may waive this requirement in its best interest. IIRJIF� �� IEC'""'III M II IIF : IIF; III IIF: The City may reject a bid/proposal if: A. The Proposer fails to acknowledge receipt of an addendum, or if B. The Proposer misstates or conceals any material fact in the bid/proposal, or if C. The bid/proposal does not strictly conform to the law or requirements of the SOLICITATION, or if D. The City is under a pre -lawsuit claim or current litigation with the proposer. The City may reject all bids/proposals whenever it is deemed in the best interest of the City to do so, and may reject any part of a bid/proposal unless the bid/proposal has been qualified as provided in herein. 7.7 III. IIF. IIF: IIF... IIF. .IIF : IIF; III IIF: IIF IIF w. IIF:wµ IIF. A. May not be withdrawn and shall be deemed enforceable for a period of 180 days after the time set for the SOLICITATION opening. B. Bids/proposals may be withdrawn prior to the time set for the SOLICITATION opening via the Portal. C. The City will permanently retain as liquidated damages the bid deposit furnished by any proposer who requests to withdraw a bid/proposal after the SOLICITATION opening. '7 8 GFIIEN All bids/proposals shall remain open for 180 calendar days after the day of the bid/proposal opening, but the City may, at its sole discretion, release any bid/proposal and return the bid/proposal Security prior to that date. Extensions of time when bids/proposals shall remain open beyond the 180 day period may be made only by mutual written agreement between the City, the successful Proposer and the surety, if any, for the successful Proposer. 7. IIF., IIF..... IIF IIF; IIF: IIF.. IIF IIF .. (� IIF ,. IIS ,IIF: IIF.: Only bids/proposals received as of the opening date and time will be considered timely. Bids/proposals and modifications received after the time set for the opening will be returned un- opened to the sender and rejected as late. 1 II IIF IIF. ,III . F . III "T [-UHN II .TIIF.-UIF;Fm IIF. , III � III III �µ 11 Where there appears to be a conflict between the General Terms and Conditions, Special Conditions, the Technical Specifications, the SOLICITATION Submittal Section, or any 23 186 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 addendum issued, the order of precedence shall be the last addendum issued, the SOLICITATION Submittal Section, the Technical Specifications, the Special Conditions, and then the General Terms and Conditions. .. F.III IIF III m .III II: IIF. " , 11 If any person contemplating submitting a bid/proposal for this contract is in doubt as to the true meaning of the specifications or other SOLICITATION documents or any part thereof, they may submit requests for clarification to the Procurement Services Division on or before the date specified for a request for clarification. All such requests for clarification shall be made in writing and the person submitting the request will be responsible for its prompt delivery. Any interpretation of the SOLICITATION, if made, will be made only by Addendum duly issued. A copy of such Addendum will be made available to each person receiving a Solicitation. The City will not be responsible for any other explanation or interpretation of the SOLICITATION given prior to the award of the contract. Any objection to the specifications and requirements as set forth in this SOLICITATION must be filed in writing with the Chief Procurement Officer on or before the date specified for a request for clarification. ",1II IIF° IIF . F .IIF; m IIS IIF : IIFIIF°. IIF. IIF IIF:,mm Pre -award inspection of the Proposer's facility may be made prior to the award of a contract. Bids/proposals will be considered only from firms which are regularly engaged in the business of providing the goods and/or services as described in this SOLICITATION(s); have a record of performance for a reasonable period of time; and have sufficient financial support, equipment and organization to ensure that they can satisfactorily deliver the material and/or services if awarded a Contract under the terms and conditions herein stated. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well established company in line with the best business practices in the industry and as determined by the proper authorities of the City. The City may consider any evidence available to it of the financial, technical and other qualifications and abilities of a proposer, including past performance (experience) in making the award in the best interest of the City. In all cases the City of Hollywood shall have no liability to any proposer for any costs or expense incurred in connection with this SOLICITATION or otherwise. �� III e 4i."w IIF. IIF III IIF Ilam IIF IIF:°.. IIF.. IIF. No Bid/proposal will be accepted from, nor will any contract be awarded to any person who is in arrears to the City upon any debt or contract, or who is a defaulter, as surety or otherwise, upon any obligation to City, or who is deemed responsible or unreliable by the City. As part of the bid/proposal evaluation process, City may conduct a background investigation including a record check by the Hollywood Police Department. Proposer's submission of a bid/proposal constitutes acknowledgment of the process and consent to such investigation. City shall be the sole judge in determining a Proposer's qualifications. 24 187 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 In cases where an item requested is identified by a manufacturer's name, trade name, catalog number, or reference, it is understood that the Vendor proposes to furnish the item so identified and does not propose to furnish an "equal" unless the proposed "equal" is pre -approved by the City. References to any of the above are intended to be descriptive but not restrictive and only indicate articles that will be satisfactory. A bid/proposal of an "equal" will be considered, provided that the Vendor states in his bid/proposal exactly what he proposes to furnish, including sample, illustration, or other descriptive matter which will clearly indicate the character of the article covered by such bid/proposal. The designated City representative hereby reserves the right to approve as an "equal", or to reject as not being an "equal", any article proposed which contains major or minor variations from specifications requirements. 11`5 OF" CC If the Contract is to be awarded, it will be awarded, after evaluation by the City, to the responsible and responsive Proposer whom the City determines will be in the best interests of the City and not necessarily to the lowest cost Proposer. Proposers may be invited to an oral interview before the committee. A short list of finalists will be determined and presented to either the City Manager or his/her designee or to the City Commission, in accordance with the applicable City of Hollywood Code of Ordinances, and will make the final ranking for the purposes of negotiating a contract with the top ranked firm. The successful Proposer shall be required to sign a negotiated contract; the refusal or failure of a successful Proposer to execute a contract which contains the mandatory material terms and conditions contained in the SOLICITATION, shall be grounds for deeming the Proposer and/or the Proposer's bid/proposal non-responsive. If applicable, the Proposer to whom award is made shall execute a written contract prior to award by the City Commission. If the Proposer to whom the first award is made fails to enter into a contract as herein provided, the Contract may be let to the next highest ranked Proposer who is responsible and responsive in the opinion of the City. 7.16 IIS AIIF .II. II';'m IIS. M... , '" "IEF The qualification of bid/proposal responders on this project will be considered in making the award. The City is not obligated to accept any bid/proposal if deemed not in the best interest of the City to do so. The City shall make award to a qualified proposer based on fees submitted and responses to this SOLICITATION. Failure to include in the bid/proposal all information outlined herein may be cause for rejection of the bid/proposal. The City reserves the right to accept or reject any and all bids/proposals, in whole or in part, as determined to be in the best interest of the City in its sole discretion. The City reserves the right to waive any informalities or irregularities in bids/proposals. The City reserves the right to negotiate separately the terms and conditions or all or any part of the bids/proposals as deemed to be in the City's best interest in its sole discretion. 25 188 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 Information and/or factors gathered during interviews, negotiations and any reference checks, and any other information or factors deemed relevant by the City, shall be utilized in the final award. The final award of a contract is subject to approval by the City Commission. . 1 ILII; m IIS °m II IIS; m III. . An agreement shall be sent to the awarded proposer to be signed, witnessed, and returned to the City for execution. The City will provide a copy of the fully executed agreement to the awarded proposer. x 18 III0 ."I'IIIGI� "1" II II . II;mII;mII: A signed purchase order, blanket purchase order or fully executed agreement will be the Proposer's authorization to proceed and may substitute for a "Notice to Proceed" form. 7,19 IIS III III.) IIS IIS O "F IIET' The City shall provide notice of its intent to award or reject to all proposers by posting such notice on the City's website. After a notice of intent to award a contract is posted, any actual or prospective proposer who is aggrieved in connection with the pending award of the contract or any element of the process leading to the award of the contract may protest to the Director of Procurement Services. A protest must be filed within five business days after posting or any right to protest is forfeited. The protest must be in writing, must identify the name and address of the protester, and must include a factual summary of, and the basis for, the protest. Filing shall be considered complete when the protest, including a deposit, is received by the Procurement Services Division. Failure to file a protest within the time -frame specified herein shall constitute a full waiver of all rights to protest the City's decision regarding the award. The written protest shall state in detail the specific facts and law or ordinance upon which the protest of the proposed award is based, and shall include all pertinent documents. A written protest may not challenge the relative weight of evaluation criteria or a formula for assigning points. Upon receipt of a formal written protest, the City shall stop award proceedings until resolution of the protest; unless it has been determined that the award of the contract without delay is necessary to protect substantial interests of the City. Any and all costs incurred by a protesting party in connection with a bid protest shall be the sole responsibility of the protesting party. Upon receipt of a protest of the pending award of a contract, a copy of the protest shall promptly be forwarded to the City Attorney. The City Attorney shall thereupon review the charge to determine its sufficiency, including whether the protest was timely filed. If upon review the City Attorney determines that the charge is insufficient, the City Attorney may issue a summary dismissal of the protest. If upon review the City Attorney determines that the charge is sufficient, a hearing of the protest committee shall be scheduled. 26 189 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 A protest committee shall have the authority to review, settle and resolve the protest. The committee shall consist of three members appointed by the City Manager. The committee's review shall be informal. If the protest committee determines that the pending award of a contract or any element of the process leading to the award involved a significant violation of law or applicable rule or regulation, all steps necessary and proper to correct the violation shall be taken. If the committee determines that the protest is without merit, The Director shall promptly issue a decision in writing stating the reason for the decision and furnish a copy to the protester and any other interested party, and the process leading to the award shall proceed. IIF ILII °m IIS II ....,.. � Bids/proposals shall be prepared in accordance with the bid/proposal response format. Bids/proposals not complying with this format may be considered non-responsive and may be removed from consideration on this basis. Requirements for Signing Bid/Proposal: A. Each proposer, by making a bid/proposal, represents that this document has been read and is fully understood. B. The bid/proposal must be signed in ink by an individual authorized to legally bind the person, partnership, company, or corporation submitting the bid/proposal. C. All manual signatures must have the name typed directly under the line of the signature. D. The above requirements apply to all SOLICITATION addenda. II III IIS III III IIF : IIF: III IIF: IIF IIF. IIF' IIF.. IIF: IIS IIF; m IIS. . Before submitting a bid/proposal, each Proposer must: examine the bid/proposal Documents thoroughly; consider federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress, performance, or provision of the commodities and/or services; study and carefully correlate Proposer's observations with the bid/proposal Documents, and notify the City's agent of all conflicts, errors and discrepancies in the bid/proposal Documents. The submission of a bid/proposal will constitute an incontrovertible representation by the Proposer, that the Proposer has complied with every requirement of this SOLICITATION, that without exception, the bid/proposal is premised upon performing the services and/or furnishing the commodities and materials in accordance with such means, methods, techniques, sequences or procedures as may be indicated in or required by the bid/proposal Documents, and that the bid/proposal Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions of performance and furnishing of the goods and/or services. "7 22 IIF .J IIF; 11L. IIIQ IIF JIEQM IIF j1 ")S LAW If applicable, for each public agency contract for services, the Proposer is required to comply with F.S. 119.0701, which includes the following: 27 190 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. B. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in F.S. Chapter 119 or as otherwise provided by 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. D. Meet all requirements for retaining public records and transfer, at no cost, to the public agency, all public records in possession of the proposer upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. Public records may be inspected and examined by anyone desiring to do so, at a reasonable time, under reasonable conditions, and under supervision by the custodian of the public record. Sealed Bids/proposals become subject to the public records disclosure requirements of F.S. Chapter 119, notwithstanding a proposers' request to the contrary, at the time the City provides notice of a decision or intended decision, or 30 days after the bid/proposal opening, whichever is earlier. Financial statements submitted in response to a request by the City may be confidential and exempt from disclosure. Data processing software obtained under a licensing agreement which prohibits its disclosure may also exempt. Proposers are hereby notified and agree that all information submitted as part of, or in support of SOLICITATION submittals will be available for public inspection after opening of SOLICITATION in compliance with Chapter 119 of the Florida Statutes. The proposer shall not, unless required as part of this SOLICITATION, submit any information in response to this invitation which the proposer considers to be a trade secret, proprietary or confidential. The submission, not required as part of this this SOLICITATION, of any information to the City in connection with this invitation shall be deemed conclusively to be a waiver of any trade secret or other protection, which would otherwise be available to the proposer. 7.23. III II II : II II IIIA' ° II For information concerning procedure for responding to this Solicitation (SOLICITATION), contact the Point of Contact in the 411N 1"IRODUC I1101N section. Such contact shall be for clarification ............................................................................................... purposes only. It is preferred that all other questions be submitted in writing via the Portal at least 10 calendar days prior to the bid/proposal due/opening date. 191 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 The bid/proposal must be signed by one duly authorized to do so and in cases where the bid/proposal is signed by a deputy or subordinate, the principal's proper written grant of authority to such deputy or subordinate must accompany the bid/proposal. Bids/proposals by corporations must be executed in the corporate name by the President or other corporate officers accompanied by evidence of authority to sign. The corporate address and state of incorporation must be shown below the signature. Bids/proposals by partnerships must be executed in the partnership name and signed by a general partner whose title must appear under the signature and the official address of the partnership must be shown below the signature. 215 II1. III IIS :III III IIS AM[) Bids/proposals must be modified or withdrawn electronically via the Portal. A request for withdrawal or a modification must be via the Portal by a person duly authorized to do so. Withdrawal of a bid/proposal will not prejudice the rights of a Proposer to submit a new bid/proposal prior to the bid/proposal date and time. Except where provided in the following paragraph no bid/proposal may be withdrawn or modified after expiration of the period for receiving bids/proposals. If, within twenty-four (24) hours after bids/proposals are opened, any Proposer files a duly signed written notice with the City and within five (5) calendar days thereafter demonstrates to the reasonable satisfaction of the City by clear and convincing evidence that there was a material and substantial mistake in the preparation of its bid/proposal, or that the mistake is clearly evident on the face of the bid/proposal but the intended correct bid/proposal is not similarly evident, then the Proposer may withdraw its bid/proposal and the bid/proposal Security will be returned. 26 IIRIEIIEG"I'III II To the extent permitted by applicable state and federal laws and regulations, the City reserves the right to reject any and all bids/proposals, to waive any and all informalities, irregularities and technicalities not involving price, time or changes in the commodities and/or services, and the right to disregard all nonconforming, non-responsive, unbalanced or conditional bids/proposals. Bids/proposals will be considered irregular and may be rejected if they show serious omissions, alterations in form, additions not called for, conditions or unauthorized alterations or irregularities of any kind. The City also reserves the right to waive minor technical defects in a bid/proposal. The City reserves the right to determine, in its sole discretion, whether any aspect of a bid/proposal satisfies the criteria established in this Solicitation. The City reserves the right to reject the bid/proposal of any Proposer if the City believes that it would not be in the best interest of the City to make an award to that Proposer, whether because the bid/proposal is not responsive or the Proposer is unqualified or of doubtful financial ability or fails to meet any other pertinent standard or criterion established by City. The foregoing reasons for rejection of bids/proposals are not intended to be exhaustive. 29 192 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 No guarantee is expressed or implied as to the total quantity of commodities/services to be purchased under any open end contract. Estimated quantities will be used for bid/proposal comparison purposes only. The City reserves the right to issue purchase orders as and when required, or a blanket purchase order and release partial quantities as and when required or any combination of the preceding. ORDERING: The CITY reserves the right to purchase commodities/services specified herein through Contracts established by other governmental agencies or through separate procurement actions due to unique or special needs. If an urgent delivery is required within a period shorter than the delivery time specified in the contract, and if the seller is unable to comply therewith, the City reserves the right to obtain such delivery from others without penalty or prejudice to the City or to the Proposer. "7 28 AL II[. Ill"J" IIRIGI....."I' The City reserves the right to audit the records of the successful Proposer for the commodities and/or services provided under the Contract at any time during the performance and term of the Contract and for a period of three (3) years after completion and acceptance by the City. If required by the City, the successful Proposer agrees to submit to an audit by an independent certified public accountant selected by the City. The successful Proposer shall allow the City to inspect, examine and review the records of the successful Proposer in relation to this contract at any and all times during normal business hours during the term of the Contract. 29 ,Ill.- : .' . II . , � .. IIS ..IIF.. IIF.IIF,wFmm)III IIF,IIF II IIF :III. F.�µ The Proposer shall comply with all local, state and federal directives, orders and laws as applicable to this SOLICITATION and subsequent contract(s) including, but not limited to: A. Equal Employment Opportunity (EEO), in compliance with Executive Order 11246 as amended and applicable to this contract. B. All manufactured items and fabricated assemblies shall comply with applicable requirements of the Occupation Safety and Health Act of 1970 as amended, and be in compliance with Chapter 442, Florida Statutes. Any toxic substance listed in Section 38F-41.03 of the Florida Administrative Code delivered as a result of this order must be accompanied by a completed Material Safety Data Sheet (MSDS). C. The Immigration and Nationality Act prohibits (i) the employment of an unauthorized alien when the employer knows the individual is an unauthorized alien and (ii) the employment of an individual without complying with the requirements of the federal employment verification system. If a proposer commits either of these violations, such violation shall be cause for unilateral cancellation of the contract. D. This Section applies only to any contract for goods or services of $1 million or more: The Proposer certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and that it does not have business operations in Cuba or Syria as provided in section 30 193 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 287.135, Florida Statutes (2011), as may be amended or revised. The City may terminate this Contract at the City's option if the Proposer is found to have submitted a false certification as provided under subsection (5) of section 287.135, Florida Statutes (2011), as may be amended or revised, or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or has engaged in business operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes (2011), as may be amended or revised. 3II I I[ II III � IIF.II�'� � , IIF: II�..� Fmm� IIF: �. � FFm IIF:. IFSIIF;Fm � IIFFm III."F' A"I".III 0 III Any individual, corporation or other entity that attempts to meet its contractual obligations with the City through fraud, misrepresentation or material misstatement, may be debarred from doing business with the City. The City as further sanction may terminate or cancel any other contracts with such individual, corporation or entity. Such individual or entity shall be responsible for all direct or indirect costs associated with termination or cancellation, including attorney's fees. 7.31 GFR () IIF IIF; m IIS IIF: IIF; m IIF: IIF; III IIF: IIF: IIF; m IIF GFR, IIF II a IIF IIF; m IIF. The proposer certifies, by submission of a response to this solicitation, that neither it nor its principals and subproposers are presently debarred or suspended by any Federal department or agency. 7.32. CIIF.,IL—U III ; II I More than one bid/proposal received for the same work from an individual, firm, partnership, corporation or association under the same or different names will not be considered. Reasonable grounds for believing that any Proposer is interested in more than one bid/proposal for the same work will cause the rejection of such bin which the Proposer is interested. If there are reasonable grounds for believing that collusion exists among the Proposers, the bids/proposals of participants in such collusion will not be considered. "7 33 ILIIIIF: W IIV F IIImm,IIF:IIIIII:IIF:IIF:w The Proposer and all subproposers will comply with the Copeland Anti -Kickback Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). 7.34. F"'OFRGE II AIIF;Fm LI IIF IE"' The Agreement which is awarded to the successful proposer may provide that the performance of any act by the City or Proposer hereunder may be delayed or suspended at any time while, but only so long as, either party is hindered in or prevented from performance by acts of God, the elements, war, rebellion, strikes, lockouts or any cause beyond the reasonable control of such party, provided however, the City shall have the right to provide substitute service from third parties or City forces and in such event the City shall withhold payment due the Proposer for such period of time. If the condition of force majeure exceeds a period of 14 days the City may, at its option and discretion, cancel or renegotiate this Agreement. 35 IF) FMS IIF; IF.., III IIF III I."F".III."F". " GRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a proposal on a contract to provide any goods or services to a 31 194 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a proposer, supplier, subproposer, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Florida Statutes, Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 7.,36 GIR IIF IIF._, .. GI[; IIF IFS.0 CM IIF ... II Preference shall be given to businesses with drug-free workplace programs. Whenever two or more bids/proposals which are equal with respect to price, quality, and service are received by the State or by any political subdivision for the procurement of commodities or contractual services, a bid/proposal received from a business that certifies that it has implemented a drug- free workplace program shall be given preference in the award process. Established procedures for processing tie bids/proposals will be followed if none of the tied vendors have a drug-free workplace program. 7.37. IIF. III III. F 111 C II III III ILII IIS IIF ... Cm:�C- IIF IIF.m .�F-... II C:� IIF : C� IIF : Cmm�� III IIF :. F . �� IIF C IIF._, III Cay Proposer shall sign and submit the attached form indicating understanding and compliance with the City's and State's policies prohibiting solicitation and acceptance of gifts by public officers, employees and candidates. Failure to submit the signed form will result in your bid/proposal being declared non-responsive; provided, however, that a responsible proposer whose bid/proposal would be responsive but for the failure to submit the signed form in its bid/proposal may be given the opportunity to submit the form to the City within five calendar days after notification by the City, if this is determined to be in the best interest of the City. " 138 QC II V IIF: IIF._, III Q 1"' IIS : III IIIA IIS ILII ; m . The Proposer represents that: No officer, director, employee, agent, or other consultant of the City or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible, in connection with the grant of this Agreement. There are no undisclosed persons or entities interested with the Proposer in this Agreement. This Agreement is entered into by the Proposer without any connection with any other entity or person making a bid/proposal for the same purpose, and without collusion, fraud or conflict of interest. No elected or appointed officer or official, director, employee, agent or other consultant of the City, or of the State of Florida (including elected and appointed members of the legislative and executive branches of government), or member of the immediate family or household of any of the aforesaid: A. Is interested on behalf of or through the Proposer directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement, or in the services, supplies or work, to which this Agreement relates or in any portion of the revenues; or B. Is an employee, agent, advisor, or consultant to the Proposer or to the best of the Proposer's knowledge, any subproposer or supplier to the Proposer. 32 195 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 Neither the Proposer nor any officer, director, employee, agent, parent, subsidiary, or affiliate of the Proposer shall have an interest which is in conflict with the Proposer's faithful performance of its obligations under this Agreement; provided that the City, in its sole discretion, may consent in writing to such a relationship, and provided the Proposer provides the City with a written notice, in advance, which identifies all the individuals and entities involved and sets forth in detail the nature of the relationship and why it is in the City's best interest to consent to such relationship. The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest. In the event there is a difference between the standards applicable under this Agreement and those provided by statute, the stricter standard shall apply. In the event the Proposer has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent violation of any of the above, the Proposer shall promptly bring such information to the attention of the City's Project Manager. The Proposer shall thereafter cooperate with the City's review and investigation of such information, and comply with the instructions the Proposer receives from the Project Manager in regard to remedying the situation. , 39 IIF III :IIF .III II III II III � II Any entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid/proposal on a contract to provide goods or services to a public entity, may not submit a bid/proposal on a contract with a public entity for construction or repair of a public building or public work, may not submit bids/proposals on leases of real property to a public entity, may not award or perform work as a proposer, supplier, subproposer, or consultant under contract with any public entity, and may not transact business with any public entity. . 0 .. IIF: III C" IIF : µIIF: µll IIISIII II IIF ILII III IIS II IIF; m In the event it is evident to a Vendor responding to this SOLICITATION that the City has omitted or misstated a material requirement to this SOLICITATION and/or the services required by this SOLICITATION, the responding Vendor shall advise the contact identified in the SOLICITATION Clarifications and Questions section above of such omission or misstatement. IIF.. III IIS IIF`IIF�.II F III µll Information contained in the Vendor's bid/proposal that is company confidential must be clearly identified in the bid/proposal itself. The City will be free to use all information in the Vendor's bid/proposal for the City's purposes, in accordance with State Law. Vendor bids/proposals shall remain confidential for 30 days or until a notice of intent to award is posted, which is sooner. The Vendor understands that any material supplied to the City may be subject to public disclosure under the Public Records Law. , O. " IIF:F �. m IIFR II ILII G LAW This Contract, including appendices, and all matters relating to this Contract (whether in contract, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Florida. This shall apply notwithstanding such factors which include, but are not limited to, the place where the contract is entered into, the place where the accident occurs and not withstanding application of conflicts of law principles. 33 196 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 °7.43.II�..III III ... VI II /IIS:".II I LJ IIS: The parties waive the privilege of venue and agree that all litigation between them in the state courts shall take place in Broward County, Florida and that all litigation between them in the federal courts shall take place in the Southern District of Florida. 4 . SOVEREIGN III II II LII III "I"'" Nothing in this agreement shall be interpreted or construed to mean that the city waives its common law sovereign immunity or the limits of liability set forth in Section 768.28, Florida Statute. ,:,.II. III IIS., The parties acknowledge that any of the obligations in this Agreement will survive the term, termination and cancellation hereof. Accordingly, the respective obligations of the Proposer and the City under this Agreement, which by nature would continue beyond the termination, cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof. " 46III IIS II IIS; mII III I III IIS III III :III AM[) II[ 1 IIL II1 II["J - JIRJ IIL.-.IIESILII; mIIS II IIS; mIIS. . The Contractor shall indemnify and hold harmless the City of Hollywood and its officers, employees, agents and instrumentalities from any and all liability, losses or damages. In addition, the City shall be entitled to attorney's fees and costs of defense, which the City of Hollywood, or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this project by the awarded proposer or its employees, agents, servants, partners, principals or subcontractors. Furthermore, the awarded proposer shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind of nature in the name of the City of Hollywood, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The awarded proposer expressly understands and agrees that any insurance protection required by the resulting agreement or otherwise provided by the awarded proposer shall cover the City of Hollywood, its officers, employees, agents and instrumentalities and shall include claims for damages resulting from and/or caused by the negligence, recklessness or intentional wrongful misconduct of the Contractor and persons employed by or utilized by the Contractor in the performance of the contract. IIF IIS; m IIS. IIS II: m IIm II III IIS III IIS II: IIS; m IIS III III IIS : III' III IIS The Proposer warrants that all deliverables furnished hereunder, including but not limited to: services, equipment programs, documentation, software, analyses, applications, methods, ways, processes, and the like, do not infringe upon or violate any patent, copyrights, service marks, trade secret, or any other third party proprietary rights. The Proposer shall be liable and responsible for any and all claims made against the City for infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course of performance or completion of, or in anyway connected with, the work, or the City's continued use of the deliverables furnished hereunder. Accordingly, the Proposer, at its own expense, including the payment of attorney's 34 197 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 fees, shall indemnify, and hold harmless the City and defend any action brought against the City with respect to any claim, demand, and cause of action, debt, or liability. In the event any deliverable or anything provided to the City hereunder, or a portion thereof, is held to constitute an infringement and its use is or may be enjoined, the Proposer shall have the obligation, at the City's option, to (i) modify, or require that the applicable subproposer or supplier modify, the alleged infringing item(s) at the Proposer's expense, without impairing in any respect the functionality or performance of the item(s), or (ii) procure for the City, at the Proposer's expense, the rights provided under this Agreement to use the item(s). The Proposer shall be solely responsible for determining and informing the City whether a prospective supplier or subproposer is a party to any litigation involving patent or copyright infringement, service mark, trademark, violation, or proprietary rights claims or is subject to any injunction which may prohibit it from providing any deliverable hereunder. The Proposer shall enter into agreements with all suppliers and subproposers at the Proposer's own risk. The City may reject any deliverable that it believes to be the subject of any such litigation or injunction, or if, in the City's judgment, use thereof would delay the work or be unlawful. The Proposer shall not infringe any copyright, trademark, service mark, trade secrets, patent rights, or other intellectual property rights in the performance of the work. 7.48.All IIEIR."I". III SIII IIS Vendor shall not advertise or publish the fact that the City has placed this order without prior written consent from the City, except as may be necessary to comply with a proper request for information from an authorized representative of a governmental unit or agency. ,...9 ., The Hollywood may, in its sole discretion, accept or reject, in whole or in part, for any reason whatsoever any or all bids/proposals; re -advertise this SOLICITATION, postpone or cancel at any time this SOLICITATION process; or, waive any formalities of or irregularities in the bid/proposal process. Bids/proposals that are not submitted on time and/or do not conform to the City of Hollywood's requirements will not be considered. After all bids/proposals are analyzed, organization(s) submitting bid/proposal that appear, solely in the opinion of the City of Hollywood, to be the most competitive, shall be submitted to the City of Hollywood's City Commission, and the final selection will be made shortly thereafter with a timetable set solely by the City of Hollywood. The selection by the City of Hollywood shall be based on the bid/proposal, which is, in the sole opinion of the City Commission of the City of Hollywood, in the best interest of the City of Hollywood. The issuance of this SOLICITATION constitutes only an invitation to make a bid/proposal to the City of Hollywood. The City of Hollywood reserves the right to determine, in its sole discretion, whether any aspect of the bid/proposal satisfies the criteria established by the City. In all cases the City of Hollywood shall have no liability to any proposer for any costs or expense incurred in connection with this bid/proposal or otherwise. 50 The City warrants that all trademarks the City requests the Vendor to affix to articles purchased are those owned by the City and it is understood that the Vendor shall not acquire or claim any rights, title, or interest therein, or use any of such trademarks on any articles produced for itself or anyone other than the City. 35 198 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 The City reserves the right to request any additional information that might be deemed necessary during the evaluation process. " 5 ,IIF: IIF: � � � IIIIF IIF IIS; IIF .IIF . F .III �" III :� �" '"I' µ � .IIF: aF... The Vendor is responsible for any and all costs incurred by the Vendor or his/her subproposers in responding to this solicitation. " 53 F: IIF : IIIGI ( O.T' The successful Vendor shall be responsible for all design, information gathering, and required programming to achieve a successful implementation. This cost must be included in the base bid/proposal. " 5IIF. IIF. III III IIS IIF. CIF...F IIF . 3:P IIF : No additional charges, other than those listed on the price breakdown sheets, shall be made. Prices quoted will include verification/coordination of order, all costs for shipping, delivery to all sites, unpacking, setup, installation, operation, testing, cleanup, training and Vendor travel charges. 7.55.IIF . a� III..... F . IIF IIF; m IIF . F . II I IIF III I. II -I'EIIF .AIF - All responses, inquires, and correspondence relating to this SOLICITATION and all reports, charts, displays, schedules, exhibits and other documentation produced by the Vendor that are submitted as part of the bid/proposal shall become the property of the City upon receipt, a part of a public record upon opening, and will not be returned. "7 56III IINS L IIF ..- II GIF IIF .IIF; �M III IIF .IIF II IIF; m II I. See insurance requirements in the main solicitation document. The Agreement incorporates and includes all negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in the Agreement. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of the Agreement that are not contained in the Agreement, and that the Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that the Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives. The Proposer shall provide the services set forth in the Scope of Services, and render full and prompt cooperation with the City in all aspects of the services performed hereunder. The Proposer acknowledges that the Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all work and services under this Contract. All things not expressly mentioned in the Agreement but necessary to carrying out its 36 199 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 intent are required by the Agreement, and the Proposer shall perform the same as though they were specifically mentioned, described and delineated. The Proposer shall furnish all labor, materials, tools, supplies, and other items required to perform the work and services that are necessary for the completion of this Contract. All work and services shall be accomplished at the direction of and to the satisfaction of the City's Project Manager. The Proposer acknowledges that the City shall be responsible for making all policy decisions regarding the Scope of Services. The Proposer agrees to provide input on policy issues in the form of recommendations. The Proposer agrees to implement any and all changes in providing services hereunder as a result of a policy change implemented by the City. The Proposer agrees to act in an expeditious and fiscally sound manner in providing the City with input regarding the time and cost to implement said changes and in executing the activities required to implement said changes. 58 (DIIS"° mmF'[' UIE GII TY' SIIS The Proposer hereby acknowledges that the City's Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation before or subsequent to acceptance of the Bid/proposal; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. The Proposer shall be bound by all determinations or orders and shall promptly obey and follow every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Proposer agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. The Proposer must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Project Manager and the Proposer are unable to resolve their difference, the Proposer may initiate a dispute in accordance with the procedures set forth in the section below. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. In the event of such dispute, the parties to this Agreement authorize the City Manager or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the City Manager's purview as set forth above shall be conclusive, final and binding on the parties. Any such dispute shall be brought, if at all, before the City Manager within 10 days of the occurrence, event or act out of which the dispute arises. The City Manager may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether the Proposer's performance or any deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any 37 200 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the City Manager participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Proposer to the City Manager for a decision, together with all pertinent information in regard to such questions, in order that a fair and impartial decision may be made. The parties agree that whenever the City Manager is entitled to exercise discretion or judgment or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be deemed fair and impartial when exercised or taken. The City Manager shall render a decision in writing and deliver a copy of the same to the Proposer. Except as such remedies may be limited or waived elsewhere in the Agreement, the Proposer reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. 59 U'"I"IJ .. IIS.., ORL-JIGATIGNS I This Agreement, including attachments and appendices to the Agreement, shall constitute the entire Agreement between the parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral, with respect to the subject matter hereof unless acknowledged in writing by the duly authorized representatives of both parties. Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of any third party that is not a parent or subsidiary of a party or otherwise related (by virtue of ownership control or statutory control) to a party. In those situations where this Agreement imposes an indemnity or defense obligation on the Proposer, the City may, at its expense, elect to participate in the defense if the City should so choose. Furthermore, the City may at its own expense defend or settle any such claims if the Proposer fails to diligently defend such claims, and thereafter seek indemnity for costs and attorney's fees from the Proposer. "7 60 If the Proposer will cause any part of this Agreement to be performed by a subproposer, the provisions of this Contract will apply to such subproposer and its officers, agents and employees in all respects as if it and they were employees of the Proposer; and the Proposer will not be in any manner thereby discharged from its obligations and liabilities hereunder, but will be liable hereunder for all acts and negligence of the subproposer, its officers, agents, and employees, as if they were employees of the Proposer. The services performed by the subproposer will be subject to the provisions hereof as if performed directly by the Proposer. The Proposer, before making any subcontract for any portion of the services, will state in writing to the City the name of the proposed subproposer, the portion of the services which the subproposer is to do, the place of business of such subproposer, and such other information as the City may require. The City will have the right to require the Proposer not to award any subcontract to a person, firm or corporation disapproved by the City. Before entering into any subcontract hereunder, the Proposer will inform the subproposer fully and completely of all provisions and requirements of this Agreement relating either directly or 201 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 indirectly to the services to be performed. Such services performed by such subproposer will strictly comply with the requirements of this Contract. In order to qualify as a subproposer satisfactory to the City, in addition to the other requirements herein provided, the subproposer must be prepared to prove to the satisfaction of the City that it has the necessary facilities, skill and experience, and ample financial resources to perform the services in a satisfactory manner. To be considered skilled and experienced, the subproposer must show to the satisfaction of the City that it has satisfactorily performed services of the same general type which are required to be performed under this Agreement. The City shall have the right to withdraw its consent to a subcontract if it appears to the City that the subcontract will delay, prevent, or otherwise impair the performance of the Proposer's obligations under this Agreement. All subproposers are required to protect the confidentiality of the City and City's proprietary and confidential information. The Proposer shall furnish to the City copies of all subcontracts between the Proposer and subproposers and suppliers hereunder. Within each such subcontract, there shall be a clause for the benefit of the City permitting the City to request completion of performance by the subproposer of its obligations under the subcontract, in the event the City finds the Proposer in breach of its obligations, and the option to pay the subproposer directly for the performance by such subproposer. The foregoing shall neither convey nor imply any obligation or liability on the part of the City to any subproposer hereunder as more fully described herein. M . II II IIF II IIS II MINI IIS ILI IIS II III IIS IIF IIFII� III IIS .II II II m IIV II " When a proposer receives from the City of Hollywood any payment for contractual services, commodities, materials, supplies, or construction contracts, the proposer shall pay such moneys received to each subproposer and material supplier in proportion to the percentage of work completed by each subproposer and material supplier at the time of receipt. If the proposer receives less than full payment, then the proposer shall be required to disburse only the funds received on a pro rata basis to the subproposers and materials Suppliers, each receiving a prorated portion based on the amount due on the payment. If the proposer without reasonable cause fails to make payments required by this section to subproposers and material suppliers within fifteen (15) working days after the receipt by the proposer of full or partial payment, the proposer shall pay to the subproposers and material suppliers a penalty in the amount of one percent (1%) of the amount due, per month, from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed. Retainage is also subject to the prompt payment requirement and must be returned to the subproposer or material supplier whose work has been completed, even if the prime contract has not been completed. The Proposer shall include the above obligation in each subcontract it signs with a subproposer or material suppler. "7 62. .�.II;mII.II VIII .. .. III IIS : II IIS IIS; m IIS IIS; m IIS IIS... III II: wµ w° IIF IIS; m IIS ° IIS IIS The City may terminate this Agreement if an individual or corporation or other entity attempts to meet its contractual obligation with the City through fraud, misrepresentation or material misstatement. 39 202 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 The City may, as a further sanction, terminate or cancel any other contract(s) that such individual or corporation or other entity has with the City. Such individual, corporation or other entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including attorney's fees. The foregoing notwithstanding, any individual, corporation or other entity which attempts to meet its contractual obligations with the City through fraud, misrepresentation or material misstatement may be debarred from City contracting in accordance with the City debarment procedures. The Proposer may be subject to debarment for failure to perform and any other reasons related to the proposer's breach or failure of satisfactory performance. In addition to cancellation or termination as otherwise provided in this Agreement, the City may at any time, in its sole discretion, with or without cause, terminate this Agreement by written notice to the Proposer and in such event: The Proposer shall, upon receipt of such notice, unless otherwise directed by the City: A. Stop work on the date specified in the notice ("the Effective Termination Date"); B. Take such action as may be necessary for the protection and preservation of the City's materials and property; C. Cancel orders; D. Assign to the City and deliver to any location designated by the City any non -cancelable orders for deliverables that are not capable of use except in the performance of this Agreement and which have been specifically developed for the sole purpose of this Agreement and not incorporated in the services; E. Take no action which will increase the amounts payable by the City under this Agreement. In the event that the City exercises its right to terminate this Agreement pursuant to this Article, the Proposer will be compensated as stated in the payment articles herein, for the: A. Portion of the services completed in accordance with the Agreement up to the Effective Termination Date; and B. Non -cancelable deliverables that are not capable of use except in the performance of this Agreement and which have been specifically developed for the sole purpose of this Agreement but not incorporated in the services. All compensation pursuant to this Article is subject to audit. 6IIS; m IIS; m III. . IIF: II: IIS :IIF: IIS. ,. . An Event of Default shall mean a breach of this Agreement by the Proposer. Without limiting the generality of the foregoing and in addition to those instances referred to herein as a breach, an Event of Default, shall include the following: A. The Proposer has not delivered deliverables on a timely basis; MN 203 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 B. The Proposer has refused or failed, except in any case for which an extension of time is provided, to supply enough properly skilled staff personnel; C. The Proposer has failed to make prompt payment to subproposers or suppliers for any services; D. The Proposer has become insolvent (other than as interdicted by the bankruptcy laws), or has assigned the proceeds received for the benefit of the Proposer's creditors, or the Proposer has taken advantage of any insolvency statute or debtor/creditor law or if the Proposer's affairs have been put in the hands of a receiver; E. The Proposer has failed to obtain the approval of the City where required by this Agreement; F. The Proposer has failed to provide "adequate assurances" as required under subsection "B" below; and G. The Proposer has failed in the representation of any warranties stated herein. When, in the opinion of the City, reasonable grounds for uncertainty exist with respect to the Proposer's ability to perform the services or any portion thereof, the City may request that the Proposer, within the time frame set forth in the City's request, provide adequate assurances to the City, in writing, of the Proposer's ability to perform in accordance with terms of this Agreement. Until the City receives such assurances the City may request an adjustment to the compensation received by the Proposer for portions of the services which the Proposer has not performed. In the event that the Proposer fails to provide to the City the requested assurances within the prescribed time frame, the City may: A. Treat such failure as a repudiation of this Agreement; B. Resort to any remedy for breach provided herein or at law, including but not limited to, taking over the performance of the services or any part thereof either by itself or through others. In the event the City shall terminate this Agreement for default, the City or its designated representatives may immediately take possession of all applicable equipment, materials, products, documentation, reports and data. 7.64.IIF IIS :IIS IIS; mII: III IIS; mw IN TI -CE II11"m IE'"'IIS."I" �m If an Event of Default occurs, the Proposer shall be liable for all damages resulting from the default, including but not limited to: A. Lost revenues; B. The difference between the cost associated with procuring services hereunder and the amount actually expended by the City for procurement of services, including procurement and administrative costs; and, C. Such other damages that the City may suffer. 41 204 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 The Proposer shall also remain liable for any liabilities and claims related to the Proposer's default. The City may also bring any suit or proceeding for specific performance or for an injunction. " 65 F: II IIIIKII RRLJ IIF:"."F".C'Y The City reserves the right to terminate this contract if, during the term of any contract the Proposer has with the City, the Proposer becomes involved as a debtor in a bankruptcy proceeding, or becomes involved in a reorganization, dissolution, or liquidation proceeding, or if a trustee or receiver is appointed over all or a substantial portion of the property of the Proposer under federal bankruptcy law or any state insolvency law. "7 ILII IIS ° IIS. IIS. F III . ILII I["GR FlILII IIF: The obligation of the City for payment to a Proposer is limited to the availability of funds appropriated in a current fiscal period, and continuation of the contract into a subsequent fiscal period is subject to appropriation of funds, unless otherwise authorized by law. 7.67.I[F AFRI ... L., II SF".IIF t.,C"I M ILII IIF IIF° .. IIF :IIF (Mj IIF .IIF No negotiations, decisions, or actions shall be initiated or executed by the Proposer as a result of any discussions with any City employee. Only those communications which are in writing from an authorized City representative may be considered. Only written communications from Proposers, which are signed by a person designated as authorized to bind the Proposer, will be recognized by the City as duly authorized expressions on behalf of the Proposer. "7 68 IIF;mmm, IIFIIF.IIIIIF: Proposer acknowledges that the City may be utilizing the Proposer's services for a project that is funded in whole or in part by State funds pursuant to a contract between the City and a State agency. The Proposer shall be responsible for complying with the E -Verify requirements in the contract and using the U.S. Department of Homeland Security's E -Verify system to verify the employment of all new employees hired by the Proposer during the Agreement term. The Proposer is also responsible for e -verifying its subproposers, if any, pursuant to any agreement between the City and a State Agency, and reporting to the City any required information. The Proposer acknowledges that the terms of this paragraph are material terms, the breach of any of which shall constitute a default under this Agreement. IIF�,.)IIF:.�IIF.. In the event the City is required to reduce contract costs due to budgetary constraints, all services specified in this document may be subject to a permanent or temporary reduction in budget. In such an event, the total cost for the affected service shall be reduced as required. The Proposer shall also be provided with a minimum 30 -day notice prior to any such reduction in budget. () (1 (w ..( F,Ijj . (IIS IIF .IIS. The cost for all items as quoted herein shall remain firm for the first term of the contract. Costs for subsequent years and any extension term years shall be subject to an adjustment only if increases occur in the industry. However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 3% per year or, whichever is less, the latest yearly percentage increase in the All Urban Consumers Price Index (CPU -U) (National) as published by 42 205 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 the Bureau of Labor Statistics, U.S. Dept. of Labor. The yearly increase or decrease in the CPI shall be that latest index published and available ninety (90) days prior to the end of the contract year than in effect compared to the index for the same month one year prior. Any requested cost increase shall be fully documented and submitted to the City at least ninety (90) days prior to the contract anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the contract. In the event the CPI or industry costs decline, the City shall have the right to receive from the Proposer a reduction in costs that reflects such cost changes in the industry. The City may, after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the City does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the City, the contract can be cancelled by the City upon giving thirty (30) days written notice to the Proposer. 1 0S IIS. -1 .. ."(' ... II I IIS': .. IIS° . III'. S Proposer acknowledges and agrees that as Contractor for the City of Hollywood, Florida, within the limits of the City of Hollywood, Florida, will have the sole responsibility for compliance with all requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agrees to defend, indemnify and hold harmless the City of Hollywood, Florida, its officials, employees, service providers, and its agents against any and all legal liability or loss the City of Hollywood, Florida may incur due to the Contractor's failure to comply with such act. 43 206 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 ,,. IIRROPOSAL SUBMISSIONS The responsibility for submitting a bid/proposal on or before the time and date is solely and strictly the responsibility of the bidder/proposer, the City will in no way be responsible for delays caused by technical difficulty or caused by any other occurrence. No part of a bid/proposal can be submitted via FAX or via direct Email to the City. No variation in price or conditions shall be permitted based upon a claim of ignorance. 1 S BMJ 13 IIS III ."I "I'AL.- JIL.- IIF0[- . II I .. 1" " The items below are required components of your solicitation response in order for your bid/proposal/submittal to be consider responsive and responsible. Please confirm this submittal includes the following items in this checklist: A. Title Page: Show the RFP title/number, firm's name, address, telephone number, contact person, email, and date. B. Table of Contents: Clearly identify the material by section title and page number, including the following sections: 1. Approach and Methodology 2. Environmental benefits 3. Vendor Capabilities 4. Driver's Qualifications 5. Firm's Qualifications 6. ADA Compliance 7. Maintenance/Recovery Plan 8. Risk Mitigation Plan 9. References 10. Pricing 11. Additional/Pertinent Information (Optional) C. Forms and Certifications (Completed) 1. This Submittal Checklist Confirmation 2. Bid Form (Pricing) 3. Vendor Reference Form* 4. Hold Harmless and Indemnity Clause 5. Non -Collusion Statement 6. Sworn Statement... Public Entity Crimes MA 207 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 7. Certifications Regarding Debarment 8. Drug -Free Workplace Program 9. Solicitation, Giving, and Acceptance 10. W-9 (Request for Taxpayer Identification) 11. Certificate(s) of insurance that meet the requirements of the IPI::::111 II;;; ;�" IRIMS AINIf COINI[Yl r"IIOINS section. ......................................................................... 12. Proof of State of Florida Sunbiz Registration 13. Acknowledgement and Signature Questionnaire This checklist is only a guide, please read the entire solicitation to ensure that your submission includes all required information and documentation. ❑ Please confirm *Response required IIB lii dIIS : 0ilr"111 Upload pricing information in accordance with the scope and using the structure of Exhibit C - Pricing. Creative and optional pricing can be uploaded as separate attachments. *Response required 13 Ve.ridar IIS .e.f lireurs ce IIF, auriiryi Please download the below documents, complete, and upload for each vendor reference. A Minimum of three (3) references are required. • Vendor......Reference.......lf::::0irim...��'; *Response required I, an authorized representative, the contractor, shall indemnify, defend and hold harmless the City of Hollywood, its elected and appointed officials, employees and agents for any and all suits, actions, legal or administrative proceedings, claims, damage, liabilities, interest, attorney' s fees, costs of any kind whether arising prior to the start of activities or following the completion or acceptance and in any manner directly or indirectly caused, occasioned or contributed to in whole or in part by reason of any act, error or omission, fault or negligence whether active or passive by the contractor, or anyone acting under its direction, control, or on its behalf in connection with or incident to its performance of the contract. ❑ Please confirm *Response required 45 208 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 5 l birimmO)lll1ILIS lkYrl St teirwleirltl* I, being first duly sworn, depose that: A. He/she is an authorized representative of the Company, the Proposer that has submitted the attached Proposal. B. He/she has been fully informed regarding the preparation and contents of the attached Proposal and of all pertinent circumstances regarding such Proposal; C. Such Proposal is genuine and is not a collusion or sham Proposal; D. Neither the said Proposer nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant has in any way colluded, conspired, connived or agreed, directly or indirectly with any other Proposer, firm or person to submit a collusive or sham Proposal in connection with the contractor for which the attached Proposal has been submitted or to refrain from bidding in connection with such contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Proposer, firm or person to fix the price or prices, profit or cost element of the Proposal price or the Proposal price of any other Proposer, or to secure an advantage against the City of Hollywood or any person interested in the proposed Contract; and E. The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the Proposer or any of its agents, representatives, owners, employees, or parties in interest, including this affiant. ❑ Please confirm *Response required (3 Sworn S t t grym, liri t llF"I � � li 111 iii c ll�� lIi �'iil �, ... ��li�'ili iir s* Please download the below documents, complete, and upload. • Sworn Statement If:1ublliicIE:: intii,,,,,, ..................................................................................................................................................................... *Response required FRe; air IiiirisIibiiri and tlh ur° IliRe,spg rmr iii llkb iii 111 iii .Ill , : iir° The applicant certifies that it and its principals: Are not presently debarred, suspended, proposed for debarment, declared ineligible, sentenced to a denial of Federal benefits by a State or Federal court, or voluntarily excluded from covered transactions by any Federal department or agency; Have not within a three-year period preceding this application been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with W. 209 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and Have not within a three-year period preceding this application had one or more public transactions (Federal, State, or local) terminated for cause or default. ❑ Please confirm *Response required �: ,8 Il[Ir-1,i��Il��iir �� iir�ll �� , Il iir ° p iir M iir m A. IDENTICAL TIE PROPOSALS - Preference shall be given to businesses with drug-free workplace programs. Whenever two or more bids which are equal with respect to price, quality, and service are received by the State or by any political subdivision for the procurement of commodities or contractual services, a bid received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie proposals will be followed if none of the tied vendors have a drug-free workplace program. In order to have a drug-free workplace program, a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employee that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 47 210 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program (if such is available in the employee's community) by, any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of these requirements. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. ❑ Please confirm *Response required ,9 dll libilatilar� ( rig :�)iirid Acc M !� ur gg Q � l It IIS �:�III Florida Statute 112.313 prohibits the solicitation or acceptance of Gifts. "No Public officer, employee of an agency, local government attorney, or candidate for nomination or election shall solicit or accept anything of value to the recipient, including a gift, loan, reward, promise of future employment, favor, or service, based upon any understanding that the vote, official action, or judgment of the public officer, employee, local government attorney, or candidate would be influenced thereby." The term "public officer" includes "any person elected or appointed to hold office in any agency, including any person serving on an advisory body." The City of Hollywood/Hollywood CRA policy prohibits all public officers, elected or appointed, all employees, and their families from accepting any gifts of any value, either directly or indirectly, from any contractor, vendor, consultant, or business with whom the City/CRA does business. The State of Florida definition of "gifts" includes the following: • Real property or its use, • Tangible or intangible personal property, or its use, • A preferential rate or terms on a debt, loan, goods, or services, • Forgiveness of indebtedness, • Transportation, lodging, or parking, • Food or beverage, • Membership dues, • Entrance fees, admission fees, or tickets to events, performances, or facilities, • Plants, flowers or floral arrangements • Services provided by persons pursuant to a professional license or certificate. • Other personal services for which a fee is normally charged by the person providing the services. im 211 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 • Any other similar service or thing having an attributable value not already provided for in this section. Any contractor, vendor, consultant, or business found to have given a gift to a public officer or employee, or his/her family, will be subject to dismissal or revocation of contract. As the person authorized to sign the statement, I certify that this firm will comply fully with this policy. ❑ Please confirm *Response required ,10 .. -1 II . m l � m iir III iir :lii ii ::lii : In ar �� Please download the below documents, complete, and upload. •::::.::.Ipcj *Response required 8.11 IIS- ii s t of Please download the below documents, complete, and upload. • IF=olrirn 14 Il...iist of Subcontra,,,,,, *Response required 8,12 1. eurµfli flic to o III iinsu ur�~a iir�ce* See requirements in the IP is:::CIIAI,,, �1 EIfsIMS AIM" COINI[.)II1:11 IN section. *Response required 8.°13 IIF hoof of u. rflNz II[3 'I'IsLraUlcllrlA' Enter company FEIN to be verified in Sunbiz *Response required 8 A AC KIN OWL- E 1. C LII .T AN D S I G NATU W; a E 8.14.1. 11 Corporation .mm Dae Irrc(� ,)rlararrma car/ M rg arai ed.-" *Response required 8.14.2. State Irrcorlararatrrr1/1 rw mrarri e(J. *Response required 8.14.3. Remittance Address* *Response required 8.14.4. Bidder/1"roposer"s, Authorized R e ris ri ewa .I....rea1Full r.arrrram *Response required 212 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 8.14.5. 17"' ISI-fEREB Y CER77FIET) AND AFFIRMED 77 1A T 774E BIDDERIFIROPOSER CER77f ES ACCEM-ANCE OF77-fE77- All' (.1"C)ND17 IONS, SPE("',"IF'I(,"IA7'1()NS, AT7A('IHA111,'N 1""3 AND ANY ADDENDA ITIE BIDDE'IRll-'-'I�?(.)I�-"OSE'IR I. I ACCEPT'ANY AWARDS A11AL)E AS A RES1 1,7' OF 71-11S'S0L.1C17A77(` )N. BIDDEIRIT"ROPOSER F"UR77-10? A GREES "7'7 1A "7 PRICES QU07ED .`E - - 5 WIL L REAM IN FIXt,"D FOR 1..1..11, I' RIOD ()F 17A,4f.,,S7AT1 IN THE SOUC/7"A770N El Please confirm *Response required 8.14.6. ITIE'EXEC'Ll 170N OF THIS 1.':()1 ("IONS 77 71.1 TES THE '?OPO TO BE BOUND BY UNEQUIVOCAL Of "F"I"I"? 01 BIDDET-UPI- 3IGNTHIS THETL;.RAIIS 11::.1.1..11 f If'? Of 0SAL.. FAIL URE 7'0 S S0LICI 7A TION WHERE INDICA 7`'D B Y AN A U THORIZED 1111 1 u -C - I.. N 7A TIVE SHAI.I. RENDER THE BIDIPROPOSAI. NON- RESPONSIVE, T HE CITY Al Y, 1-10 WEVET , IN I TS SOL. E DIS( 31?E.7-10N, ACCE�,f��-1Bli.)Il:--)ROF:)(.),-,3AI 1..1..1A1.1..1 NCOL-LIDES AN Z, EXEC'""I.JTED DOC'UMENT' WHIC11-1 1.1NEQ1.11 1/0 C,A 11- Y BINDS THE 7-0 THETERU',`3 01"" /.7..WS )H':ER. E] Please confirm *Response required 8.14.7. Proposal Upload" Submit entire proposal including Title Page, Table of Contents, etc. *Response required 50 213 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services EXHIBIT C — Company's Proposal 16 of 18 214 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 A. Title Page U II 0F,. ani gay Request for Proposal RFP -045 -23 -SK For The Citywide micro -transit Services City of Hollywood, Florida Prepared for: City of Hollywood Senior Purchasing Agent Attn: Simone Knight 2600 Hollywood Boulevard Room 303 Hollywood, FL 33020 Date: March 8, 2023 Prepared by: Circuit Transit Inc 777 S Flagler Drive Suite 800 W West Palm Beach, FL 33401 Contact Person: Jason Bagley, National Partner jason@ridecircuit.com 1 305-494-1612 215 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII A.1 - Cover Letter Circuit Transit Inc ridecircuit.com March 8, 2023 City of Hollywood Senior Purchasing Agent Attn: Simone Knight 2600 Hollywood Boulevard Room 303 Hollywood, FL 33020 Re: Request for Proposals RFP -045 -23 -SK for The City of Hollywood, Florida Citywide micro -transit Services Dear City of Hollywood, This submission is in response to the Request for Proposals (RFP) for City of Hollywood micro -transit Shuttle Service. Thank you for the opportunity to submit our proposal to the City of Hollywood. This proposal will show that Circuit Transit Inc (operator of Hollywood Sun Shuttle and Fort Lauderdale Circuit, etc.) has the proven capabilities and background in providing a sustainable on -demand shuttle program, as well as relevant and specific experience in Broward County, local knowledge and familiarity with the City. Circuit is an active service provider in Hollywood, Florida, that is responsible for the successful deployment and management of the Sun Shuttle as well as similar services with Cities in South Florida, Brightline Trains and other Cities in NY, NJ, CA and TX. Circuit provides all electric, first/last mile solutions that help move people in local communities and bridge gaps between riders and existing transit. By using fleets of electric vehicles, leveraging the data from its ride -request app, and working with top advertisers, Circuit is able to provide an eco -friendly, data -centric and efficient solution that promotes circulation, reduces parking congestion, promotes local economic development, reduces vehicle miles traveled, encourages alternate options, creates local jobs, and covers the last mile conveniently and affordably to the rider. Circuit has worked with the Clty of Hollywood and the Hollywood Community Redevelopment Agency since 2019 to design, build, and manage the Hollywood Sun Shuttle. The program is currently moving around 12,000 riders per month, is responsible for creating approximately 20 jobs, and has continued to improve and become a fixture of the Hollywood Community. Together, we have been able to craft a program that has gotten the attention of the press, local officials and nearby Cities; several of which have since enacted similar programs of their own. Hollywood has set an example for efficient, eco -friendly mobility that changes how communities move. The Sun Shuttle has 'Exceed(ed) Expectations' and the overwhelming demand from riders has showcased the need for transportation services in the City. The team is excited about the opportunity to build upon the existing services and craft an updated approach to the community. ' https://hollywoodgazette.com/sun-shuttle-is-very-successful/ City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 2 of 123 01C^' DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Circuit is the largest and most experienced operator of shared, on -demand, last -mile EV shuttle services in the US. With successful operations in 40+ markets across South Florida, California, Texas, New York, New Jersey, and California, Circuit provides both national expertise and local experience. In South Florida, Circuit operates in Fort Lauderdale, Pompano Beach, Hollywood, West Palm Beach, Palm Beach, and Miami, as well as a 40+ cars servicing Brightline Trains, across 5 stations in the area. With more than 350 employees and 190+ vehicles, Circuit has the team, resources and experience to optimize mobility for Hollywood. Over the past five years, Circuit has engaged with stakeholders and businesses in the City of Hollywood and is very familiar with the local transportation needs and community. We have years of data that can be used to improve this program and inform the City of the movement of residents and visitors. The community support has been incredible and we're honored to be a part of Hollywood's growth. The company's officers and project leads are as follows: Alexander Esposito - CEO / Co -Founder Email: alex@ridecircuit.com Tel: 516-446-8513 Address: 780 S. Sapodilla Ave West Palm Beach, FL 33401 Jason Bagley - Partner, National Operations Email: jason@ridecircuit.com Tel: 305-494-1612 Address: 1305 SW 8th Ave Fort Lauderdale, FL 33315 Alexander and Jason have the authority to negotiate and contractually obligate the company. Jason will be the primary point of contact for this program and can be contacted for further clarification. If selected, we are committed to working with the City to provide a turn -key on -demand service designed to meet the needs outlined in this RFP. Circuit appreciates your review of our submission and welcomes any questions that you may have. Sincerely, Jason Bagely Partner, Circuit Transit Inc Circuit's corporate headquarters are located at 777 S. Flagler Drive, Suite 800 West Tower, West Palm Beach, FL 33401. Circuit also has local offices located at 2031 Harrison St, Hollywood, FL 33020 and existing infrastructure, including a large local fleet of all electric Polaris GEMs e6, electric sedans, and electric passenger vans. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 3 of 123 917 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII B. Table of Contents A. Title Page 1 A.1 - Cover Letter 2 B. Table of Contents 4 B1. Approach and Methodology 7 B1.1 Service Planning, Research and Analysis 7 B1.1.1 Existing Services in Hollywood and South Florida 8 B1.1.2 Local Research, Current Hollywood Sun Shuttle, and Discovery 10 B1.2 Our Project Plan 15 B1.2.1 Proposed Operating Plan: 16 B1.2.2 Alternate Options for On -Demand Services 21 131.2.3 Alternate Operating Plan A: 21 131.2.3 Alternate Operating Plan B 22 131.2.4 Alternate Operating Plan C: 23 B1.2.2 Drivers 25 B1.2.3 Technology 26 B1.2.4 Timeline 27 B1.2.4 Project Team and Organizational Chart 27 B2. Environmental & Sustainability Benefits 29 B3. Vendor / Contractor Capabilities 30 B3.1 Background on Circuit 30 B3.2 General Company Information - CONFIDENTIAL 31 B3.3 Financial Capabilities - CONFIDENTIAL 34 133.4 Revenue and Funding Capabilities 34 133.4.1 Advertising Capabilities 34 B3.4.2 Fare Revenue Capabilities - CONFIDENTIAL 35 133.4.3 Grant Sourcing Capabilities 36 B3.5 Technological Capabilities - CONFIDENTIAL 36 B3.5.1 Ride Request App 37 B3.5.2 Driver App Capabilities 38 133.5.3 On Demand Coverage Zones and the Smart Stop Approach 39 B3.5.4 Using Data to Steer Service Operations 39 B3.6 Vehicle Capabilities 40 B3.7.1 Vehicle Maintenance Capabilities 42 B3.7 Driver Capabilities 43 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 4 of 123 01F: DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII B3.7.1 Driver Model 43 B3.8 Customer Service Capabilities 45 B4. Driver's Qualifications 46 B4.2. Training 47 134.2.1 Certifications 48 B4.2.2 Drug Testing and Hiring Standard 48 B5. Firm's Qualifications and Experience 48 B5.1 Experience Overview 49 B5.1.1 Experience Overview 49 B5.1.2 Neighborhood Electric Vehicle Operations & Maintenance Experience 49 B5.1.3 Micro -Transit Operations Experience 50 135.1.4 - Community Engagement Experience 51 B5.2 Project Experience 53 B5.2.1 Past Project Experience- Hollywood Sun Shuttle 53 135.2.2 Past Project- FRED 54 135.2.3 Additional Past Project Experience 55 B5.3 References 55 B5.4 Customer Testimonials (Confidential) 56 B6. ADA Compliance 57 B6.1 ADA Compliance Plan 57 B7. Maintenance / Recovery Plan 58 B7.1 Commitment to Avoid Service and Operation Disruptions 58 B7.2 Scenario Response 59 B8. Risk Mitigation 59 B8.1 Emergency Management Plan 59 B8.2 Risk Mitigation Plans 60 B9. Local Vendor Preference 63 B9.1 Local Hollywood Presence 64 B10. Pricing 66 B10.1 Fixed Pricing Rate Proposed Option 66 1310.2 Circuit Alternative Pricing Options - Hollywood RFP 2023 68 1310.3 Unbanked Riders 70 C. Completed Forms and Certifications 71 C1. This Submittal Checklist Confirmation 71 C2. Bid Form (Pricing) - CONFIDENTIAL 72 C3. Vendor Reference Forms 75 C4. Hold Harmless and Indemnity Clause 78 C5. Non -Collusion Statement 79 C6. Sworn Statement... Public Entity Crimes 80 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 5 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII C7. Certifications Regarding Debarment 82 C8. Drug -Free Workplace Program 83 C9. Solicitation, Giving, and Acceptance 84 C10. W-9 (Request for Taxpayer Identification) 85 C11. List of subcontractors 86 C12. Certificate(s) of insurance 87 C13. Proof of State of Florida Sunbiz Registration 89 Appendix 91 Appendix 1 - Letters of Support 91 Appendix 1.1 Rider Letter of Support: 91 Appendix 1.2 Letters of Support: 98 Appendix 1.2.1 Water Taxi 98 Appendix 1.2.2 Downtown Development Authority, WPB 99 Appendix 1.2.3 Cityfi 100 Appendix 1.2.4 Billy's Stone Crab 101 Appendix 1.2.5 World Tire Inc. 102 Appendix 1.2.6 Margaritaville 103 Appendix 1.2.7 Le Tub, Tiki Tiki, GG's 104 Appendix 1.2.8 Diplomat Beach Resort (Valet Services) 105 Appendix 2 - Example of Data Report 106 Appendix 2.1 February 2023 Hollywood Data Report 106 Appendix 3 - Case Studies 112 Appendix 3.1 - Hollywood Case Study 112 Appendix 3.2 - Brightline Case Study 115 Appendix 3.3 - San Diego Case Study 118 Appendix 4- Additional Past Project Experience 120 Appendix 4.1 New Rochelle NY 120 Appendix 4.2 Brightline 120 Appendix 4.3. West Palm Beach, FL 121 Appendix 4.4 Pompano Beach, FL 121 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 6 of 123 (r501f DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII 131. Approach and Methodology In 2019, Circuit and the City of Hollywood crafted one of the most advanced Neighborhood Electric Vehicle (NEV) shuttle services that had ever been deployed in Florida. Circuit is very pleased to provide our plan to the City of Hollywood in its endeavor for the next generation of transportation access in Hollywood. Circuit is eager to continue to operate the Hollywood Sun Shuttle as an active, engaged and embedded partner of the City and business communities. We are very excited to evolve the current Sun Shuttle service and match the needs of the RFP. We understand that the City wants to offer dynamic allocated routes and schedules to match consumer demand and support the upcoming fixed route community shuttle services. Over the last four years, Circuit and the City of Hollywood have worked in partnership to provide residents and visitors with a micro -transit mobility offering that is effective, sustainable, supports the local business community and provides a fun experience for riders. We look forward to the next iteration of transportation offerings in Hollywood, and hope that with our carefully crafted service operations plan, we will continue to work in partnership to support the City's transportation goals for its residents and visitors. The team at Circuit is incredibly proud of the work it's accomplished with the City of Hollywood over the past 4 years. "Sun Shuttle Exceeds City's Expectations" (Hollywood Gazette) was in the headline of an article a few months after the service started and the service, team and technologies have continued to improve ever since. Not only is the Sun Shuttle exceeding the City's expectations, together we've crafted a service that is exceeding the performance of nearly every other On -Demand service in the country. Since starting, other new vendors have come about and new technologies have been introduced, but when comparing ridership, ridership per vehicle hour, rider feedback and the cost per rider, there are few, if any services, run by other operators that have been able to achieve the demand and performance that we have in Hollywood. We're committed to the City and committed to improving the Sun Shuttle for years to come. We've spoken with our Managers, Supervisors and Driver Ambassadors, surveyed riders, analyzed our historical data, and are confident that we can continue to deliver, and improve upon, a successful mobility option for the residents, visitors and community members of the City of Hollywood as we have since 2019. With 12+ years, 190+ vehicles, 9 states and 24+ cities of operations, Circuit brings its national experience and network to the benefit of each City it works with. Our roots are in South Florida and specifically Broward and Palm Beach counties, where we have operated since 2011. Based on RFP Exhibits A and B, and the desire to operate three separate micro -transit zones, we have designed a service that is supportive of the City's goals, will continue to partner with the business community, is user friendly for the residents and visitors and complementary to the City's upcoming fixed -route community shuttles. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 7 of 123 991 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII [.311.1.11Il::.::.: istiing Servi ces liii°.i I ldklywood and South II:::::]C, rich Since 2019, the City of Hollywood has partnered with Circuit to provide a 100% electric micro -transit solution for residents and visitors. For just $2 per rider, the Circuit -operated Hollywood Sun Shuttle takes riders anywhere within the coverage area zone through our on -demand app or by waving down a driver. Hollywood has been a model city in the region and the services have been highly utilized and immensely popular among riders in the community. For more information on the existing service, please see below. Hours of Service • Monday: 10:OOam - 9:OOpm • Tuesday: 10:OOam - 9:O0pm • Wednesday: 10:OOam - 9:OOpm • Thursday: 10:OOam - 9:OOpm • Friday: 10:OOam - 10:OOpm • Saturday: 10:OOam - 10:OOpm • Sunday: 10:OOam - 9:OOpm Total hours of operation/week: 79 Vehicles • Eight 5 -Passenger (6 seat) GEM Vehicles available during the Summer Months • Ten 5 -Passenger (6 seat) GEM Vehicles available during the Winter and High Season Months • One ADA + 3 Passenger (4 seat) GEM Vehicle available year round • One 12 -Passenger (13 seat) Ford E -Transit Electric Van Drivers/ Ambassadors: • 19 Total Staff, 14 of which are Hollywood Residents City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 8 of 123 999 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII 0 7 Full Time 0 12 Part Time Ridership: • Total Riders/Month (past three months since RFP March 2023 submission) o Jan 2023: 11,070 o Feb 2023:11,803 • Average Riders/Ride (past three months since RFP March 2023 submission) o Jan 2023:1.75 o Feb 2023:1.88 2022 Total Ridership in Hollywood 146,710 riders! Note: These are logged riders and may skew 8-14% below the actual ridership Fare: • Free (from launch in April 2019 to April 2021) • $1 (started April 2021) • $2 (started April 2022 to Present) • $18,399 (returned/credit to City of Hollywood in February 2023) Coverage area: FEBRUARY 2023 HEATMAP CURRENT GEOFENCED SERVICE AREA (Western Hollywood Pilot Service Expansion - starting March 13 2023) City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 9 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Upcoming March 2023 Western Hollywood Service Expansion Pilot Circuit, at no additional expense to the City, and in an effort to further support understanding Hollywood travel patterns, is working with the City Engineering department to conduct a pilot program using EV vans and our existing rider app to offer service west of our existing coverage area. If selected for the RFP we hope to leverage the information from this pilot to better inform the structure of future MTZ Zone 3 services. 1: 11.11.2 II.....ocd II:ReseircII , Cwrr crit II......IIdIIIy oo t,jiir'i Shuttle, and I'Discovery After reviewing the details of the RFP, we immediately began our planning and analysis process. Fortunately, with four years of operating experience in Hollywood, FL, we were able to leverage feedback from our existing riders, driver ambassadors and the local business community, our review of the RFP and the Counties transportation systems, and use historical data from our Circuit on -demand rider and driver applications as well as our growing and evolving data reporting dashboard, to inform what we believe are the best options for the community within the parameters of the RFP. What We've Learned from Our Riders, Drivers and the Local Business Community City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 10 of 123 99A DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII In evaluating this opportunity, we started with the community. We hit the streets, spoke with Driver Ambassadors, rode along with our riders, and reviewed rider feedback from our application and our rider surveys: Feedback from our drivers • We are the "tour guides" for the city! Our Driver Ambassadors know Hollywood, and we help bring people back to Hollywood. The resorts, hotels, businesses, all rely on us to help drive business. • Residents would like us to expand to additional areas, including areas further West. • More Circuit cars on the road- leading to faster pick up times and less delays! • There are four major categories of people who use this service. • Senior population (65+): relies on Circuit to get to the grocery store, post office, pharmacy. Some do not have cars and are on fixed incomes. They need Circuit more than ever, we have developed trust with many Hollywood seniors, and they've come to rely on the service. For some, it is a necessity for them. • Tourists and visitors often say "I wish I had this in our city! Many report to us that they love using the service; knowing Circuit is there gives visitors a peace of mind, that is why they love coming back to Hollywood and exploring the Downtown area. • Residents and commuters who use Circuit to get to work every day. • Local residents use us to get to the beach and businesses downtown as a hassle and drive -free option. Feedback from riders • "Keep Circuit going. Your drivers are very nice. Circuit is much needed and much appreciated" • "Circuit prevents a lot of DUls, accidents, and potential loss of life" • "Circuit is one of the things that makes Hollywood great • 1 enjoy Circuit. I love it when it's a nice day to just sit and relax while someone else drives" • "Circuit is great, I love having the windows -down, casual transportation option" • "With Circuit, I never have to worry about sitting in traffic with my car. I take it to/from my home to downtown and the restaurants at the Boardwalk, all while helping the environment- no gas! I love it!" • "Circuit is a blessing for me. I don't have a car and I'm handicapped, so I'm limited in my ability to walk distances. Circuit allows me to go grocery shopping, run errands, and even go to the beach. Im super grateful- we need more Circuit everywhere- protect our earth from car pollution and continue to offer low cost rides. Thank you." Feedback from local business community "Circuit is a great addition to the community helping locals and tourists safely move around the city in an eco friendly manner. During the COVID-99 Pandemic, Billy's stone crab and Circuit teamed up for deliveries to help people during quarantine. Thank you for your amazing services and helping our community!" - Billy's Stone Crab "We are very pleased with the results of our marketing efforts with Circuit. The combination of a wrapped vehicle along with conscientious coupon distribution by the drivers has been very effective for Rita's of Hollywood."- Jody Ralfkind, Rita's, Marketing & Community Outreach Director Letters of Support- Hollywood Riders City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page ll of 123 225 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII In addition to the Business Support Letter, Circuit recently also published a "Letter of Support" that went out to Hollywood Sun Shuttle riders. The document received over 122 signatures, ranging from residents (72), visitors (40), local business owners (7), and others (3). Please view Appendix 1 to reference the Letter of Support (Riders) and Signatures. Letters of Support- Local Businesses We've received numerous Letters of Support from local businesses which can be seen in Appendix 1.2 Hollywood Sun Shuttle Rider Survey We conducted a survey at the end of 2022, prior to the RFP being released and to obtain qualitative feedback from riders in Hollywood. The survey received 700 responses from South Florida Circuit riders and 141 of these respondents noted that they use Circuit primarily in Hollywood. Based on the questions and responses we learned: • 94% responded "Yes" to the question "Do you think Circuit is a good addition to your community?" • 81% responded "Yes" to the question, "Does Circuit help you save money on transportation?" • 88% responded "Yes" to the question "Would you like to see more Circuit cars in service?" We were also excited to see the large number of respondents that used the service to go to Grocery Stores, Restaurants, Local Stores, and other areas of commerce. Based on our assessment and analysis of weighted average "spends" in these types of businesses, current ridership and industry publications', we can confidently say that the service contributes to over $350k/month in economic activity. ' https://www. apta.com/research-technical-resources/research-reports/economic-impact-of-public-transportation-investment/ City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 12 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII February 2023 Data Analysis from Existing Sun Shuttle and Methodology From this February 2023 Data Review we learned: • Top 5 Pickup Locations and Dropoff located continue to skew towards serving leisure riders • 49% of the monthly rides were "pooled" meaning there are more than one group per ride. This is a key component to combating congestion and a key feature of the Circuit App. • The busiest time of service is 3pm-6pm, however some riders have indicated they'd like to be able to use the service to commute in the morning In February 2023, the top five drop off and pick up areas for the Hollywood Sun Shuttle overwhelmingly showcased ridership patterns that riders are using the Sun Shuttle for shopping at Publix and for leisure trips to and from restaurants downtown and the beach. As showcased below in ridership broken down both hourly and weekly, weekend trips see the busiest service days with service dipping on Wednesdays. Ridership sees daily peak times between 2pm and 6pm, and begins to drop off by 7pm. February 2023 Ridership Average Weekday Ridership City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 13 of 123 997 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII f-giurl �r !'�. }r1Ger§f za (J February 2023 Ridership Average Hourly Ridership February 2023 Heatmap Five Pickup Locations Feb 2023 Address 1 Margaritaville Hollywood Beach Resort 2 Publix Supermarket at Hollywood Circle City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 14 of 123 0501. DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Address 3 Mobility Hub @ 320 Johnson St. Hollywood FL 33019 4 Beach Pickup @ 1111 N Ocean Dr. Hollywood FL 33019 5 The Diplomat 3555 S Ocean Dr. Hollywood FL 33019 Five Drop off Locations Feb 2023 Address 1 Margaritaville Hollywood Beach Resort 2 Publix Supermarket at Hollywood Circle 3 GG's Waterfront Ocean Resort 4 Twin Peaks Hollywood Blvd 5 DoubleTree Resort by Hilton Hollywood Beach In determining expected ridership and number of cars needed, Circuit's team analyzed past and current Sun Shuttle data, in contrast to the given upcoming Community Shuttle routes and schedules, to determine the best service hours for the MTZ zones, and how this will impact fares and net costs. Circuit can use this data to help the City and County in crafting community shuttle routes and stops. Circuit, if the City is interested in pursuing this option, can also set up predetermined pickup and dropoff spots around the zone that align the upcoming stops for the community shuttle routes. O�IIOIOIIIw'��%i�t4 ��1uYm vi r' 'W' ,,,• r ¢ r Example: Red Line Route from Exhibit A of the RFP (Left) and a heatmap of common pickup and dropoff areas from Circuit's database (Right). Mi " '0 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 15 of 123 I+4 , DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Circuit understands the City's Goals for this RFP and we have crafted a program that meets the needs of the community and is confident that in partnership with the upcoming Community shuttles, the Hollywood Sun Shuttle will continue to support mobility options and reduce traffic congestion. We're one of the few providers with experience operating numerous electric vehicles (and types of electric vehicles) as part of the same fleet. The existing Sun Shuttle's fleet includes standard and ADA GEM Neighborhood Electric Vehicles (NEVs) and Ford E -Transit EV Vans. Expanding upon our existing fleet of electric vehicles, existing team of local W2 driver ambassadors, and the Circuit on -demand rider and driver mobile applications, Circuit is prepared to continue to deliver best in class services for the City of Hollywood, as detailed in our operating plan and alternative plans listed below. 11a2a11 IF'iropoSed Qpeiiratlilieng IF)IIa ire Circuit is willing and eager to run a program that is designed to meet all of the requirements of this RFP. Additionally, as detailed in the alternate options below, Circuit would like to work with the City to explore what modifications to the service details, operating hours, vehicle types and coverage areas can be adopted in an effort to maximize cost savings, the effectiveness of the on -demand services and to promote ridership on the fixed route Community Shuttles. Circuit is also willing to pilot new areas of Hollywood to test and determine needs, usage and long term feasibility of the respective communities. Following the guidelines set forth in the RFP, Circuit will structure a service that adheres to the City's vision, however Circuit has also offered a few alternative options for consideration. If selected, the Circuit team would love to work closely with City staff and local stakeholders to review and refine the operating plan as desired, to best meet the needs of the community within the available budget. These plans can all be adjusted and it is our hope that these examples provide further context around what modifications might be considered. Proposed Operating Plan Quick Facts: • Total Hours Per Week: 56 • Total # of EV Vans: 4 • Total # of GEM NEV Cars: 2 NEV + 1 Standby ADA NEV at no additional cost to the City = 3 • Expected AVG Fare/Rider: $2 • Structured: 3 Separate Zones • Notes: This option is based on the hours indicated by the RFP, broken out by the zones indicated in the RFP and within the range of the current service budget. This service would reduce the number of hours compared to the current operation. Days & Hours of Operation Based on our existing data we propose the following service hours per zone. Based on seasonality and demand patterns we can amend these hours as needed or at the request of the City of Hollywood. • MTZ Zone 1: Seven days a week, eight hours a day 12 - 8pm ET o MTZ Zone 2: Seven days a week, eight hours a day 12 - 8pm ET o MTZ Zone 3: Seven days a week, eight hours a day 10am - 6pm ET City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 16 of 123 (100 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 Dania Beach"' ��a }W ry t i akr' ��art"4� l ilrh HrH [Vs ,i6 x ay u!�d�80�'Y k"�i19N Nature Ce� �-� West I..,OkC]'Iarkr / M, Ht n, Hc �INCIANA Johnson ,I o HOLLYWOOD � tosrk� IAIILY � AIRKSID r p,H11 .V � The r��akr, u MTZ Zone 2 Haye's INA 5Y HOI , van �rvu rw� F�a n ce Show, Wr tidaz:, Pm ar erni/ CMY "'4'and:m tU & t&,mNw P DeMY t u'n SQ:°i':roG'k ers 4ttz T v.uir °7v� ...,.,aur"ortv xra'�W e �?V"H�IW.DWe frt' P,Ori nii SA MTZ Zone 3 r TaFg t W wirhoL Hr�ilA RK EAST *Note: MTZ-3 could be extended in the northeast corner to include service for the Hollywood Tri -Rail Station City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 17 of 123 `X1 = DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Vehicles Seven (7) Vehicles in Total • Three (3) Ford E -Transit EV Van o Electric Vehicle o Model year 2022 or newer, all weather 0 12 passenger seats + driver, 0 ADA positions • One (1) Wheelchair Accessible Ford E -Transit EV Van 0 8 passenger seats + driver, 1 ADA position o Flexible to move to any of the MTZ's when and ADA trip is requested • Two (2) GEM e6 (Neighborhood Electric Vehicle) NEV vehicles 0 Electric Vehicle 0 Model year 2020 or newer, all weather 0 5 passenger seats + driver, 0 ADA positions • One (1) Wheelchair Accessible GEM NEV vehicles (Bonus -No Additional Cost) o Electric Vehicle 0 Model year 2020 or newer, all weather 0 3 passenger seats + driver, 0 ADA positions Vehicle allocation by zone • MTZ 1: 1 Ford eTransit EV Van, 1 GEM NEV • MTZ 2: 1 Ford eTransit EV Van, 1 GEM NEV • MTZ 3: 2 Ford eTransit EV Vans • Total 7: 6 Vehicles + 1 Extra Standby ADA NEV One Ford EV Van is a Wheelchair Accessible Vehicle (WAV) with eight passenger seats including the wheelchair, as well as one ADA GEM with four passenger seats including the wheelchair. The ADA Van will be available to move between zones as needed. As we already have a Sun Shuttle branded Wheelchair Accessible GEM car in the market we would bonus that vehicle at no additional cost to the City. Per our existing Sun Shuttle ridership data, we see 6-8 WAV requests per month on average. For this program, we propose all -electric GEM e6 vehicles and Ford E -Transit EV Vans- one of which is wheelchair accessible (WAV). These cars will operate in a demand -based coverage area with point to point service where riders can request a ride to/from any location within the geo-fenced service map. These vehicles allow for easy boarding and Circuit's pooling algorithm will further reduce single occupancy vehicle trips by linking riders headed in the same direction, with parameters specified in coordination with the City. For further information about these vehicles and their specifications and capabilities please refer to Section 83.6 Vehicle Capabilities. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 18 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Fares Historical Information Sun Shuttle initially started as free to the user. In April of 2021, at a renewal of the contract, Circuit was asked to implement a $1 fare to control demand and offset some cost to the City. In April of 2022 it was decided to increase the fare to $2 per rider after the initial success of the fare implementation. Fortunately, we found that the fares did not negatively impact total ridership, and in fact led to higher efficiency due to reduced cancellations from riders. The Sun Shuttle service has been incredibly popular, so there are times where demand outweighs supply and wait times begin to climb. The fare program is a valuable tool in controlling demand and reducing cancellations. Proposed Fare Rate (Confidential) The $2 rate continues to be met with little resistance, has helped efficiency, and reduced frivolous trips. We are confident that for this expanded service $2 would continue to be an appropriate fare, with the potential to increase to $3 per rider for on demand service. It could be capped at a set amount so that large groups are not paying $12 or $15 but rather cap the group fare at $7. Additionally, Circuit is building a zone pricing feature in its app so that it will be able to offer the City the option to adjust pricing based on zones. For example, the structure could be set that within a single zone the fare is $2, however if you travel between zones it increases to $3. There is also the option to provide free rides via promo codes. Hollywood riders could ride free in September, for example. Partnership with the Local Business Community We appreciate the City's intentions to tie in with the local business community and we've demonstrated our ability to work with local businesses in Hollywood, working with partners like The Water Taxi, Billy's Stone Crabs, the Hollywood CRA to promote local events such as Art Walk, Hollyweird and Dream Car Classic, and other local stores, restaurants, and attractions. We've also built a system where we can pre -sell discount/promo codes to businesses so they can offer those codes to their customers. For example, Rita's is one of our current advertisers, and we can provide "discount coupons" to City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 19 of 123 019*1 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Grocery Distributions (during COV/D), in partnership with Feeding South Florida City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 20 of 123 234 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII [.311.2. Allt itnato Qptian s for 0n°)....I[D irnand S(:,rvii[, e Our alternative approaches are explained in more detail below, and have the capabilities to make the micro -transit service more robust and cost effective. While increased services may increase total costs, these services allow the City to get more "bang for the buck". Circuit is prepared to operate the service in adherence to the RFPs specifications as we have laid out in our proposed operating plan, but we wanted to bring to the City's attention our alternative approaches as a means to serve more riders and provide a connection to other communities and mass transit. 1:31.23 Iftei inate OIpeirafiing I1.11airn A: The 1st element of the proposed alternative plan involves joining MTZ 1 and 2 in an effort to provide more circulation along the barrier island and around downtown as well as seamless connectivity between downtown and the beach. Coverage Areas Dania Beach LO (n8) West,, L.'ake' R,ar�, rKayakinrg k IICy\r ebCr' Ai ne of afure Cer rtldan 'at West La e Paq raft St M Iii avi g6 dBfa8 ROYAL .-al POINCIANA Je�hiIsori ,r f"K&ww4"Gq: ,e6, ,."Holly ur I " J Hn_ANr !I'1 RDENS P lGr >gim Easy Cas4io r' r"hrMp�ornf BeAac Resort l°IoHi ,wood.co. Alternate combined MTZ-1 & 2 to service the barrier island and downtown and to connect both later in the evening after some Community Shuttle routes ceases operations at 5pm City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 21 of 123 235 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII ra ti I „R ��a ry .�y-� � r, nn�,�� Ess ,f fer 4�y� Psvot rfll'Ayw"'d f ` r Alternate MTZ-3 service area to include Hollywood Tri -Rail station and the option to extend to Memorial Regional Hospital Alternate Option A - Quick Facts: • Total Hours Per Week: 79 • Total # of EV Vans: 4 • Total # of GEM NEV Cars: 2 NEV + 1 Standby ADA NEV at no additional cost to the City = 3 • Expected AVG Fare/Rider: $2 • Structured: MTZ 1 and MTZ2 become combined into a bigger zone with 2 EV Vans and 2 GEMs. MTZ 3 remains as its own zone, with slightly adjusted coverage area to include Tri -Rail and Memorial Regional Hospital, serviced with 2 EV Vans. • Notes: This option is based on the existing hours of service. This option increases the total hours of service, compared to the proposed option and hours identified in the RFP, by approx 41%, while only increasing costs by approx 22%. B11.2.3 A teinnat(.:.� OIp(.:.niratfing I1.31ain li.: Alternate Option B - Quick Facts: • Total Hours Per Week: 79 • Total # of EV Vans (Peak Season): 4 • Total # of EV Vans (Low Season): 4 • Total # of GEM NEV Cars (Peak Season): 2 NEV + 1 Standby ADA NEV at no additional cost to the City = 3 • Total # of GEM NEV Cars (Low Season): 2 NEV + 1 Standby ADA NEV at no additional cost to the City = 3 • Expected AVG Fare/Rider: $2 • Structured: MTZ 3 remains as its own zone, with slightly adjusted coverage area, MTZ 1 and MTZ 2 become combined into a bigger zone. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 22 of 123 (PICT: DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Notes: This option is based on the existing hours of service. This option increases the total hours of service, compared to the proposed option and hours identified in the RFP. With this option, Circuit will add additional GEM Vehicles to the Hollywood market for the 6 busier months of the year and then will remove the cars from the market during the other 6 months. Circuit will cover the costs for adding and removing the vehicles and will cover the carrying costs of the vehicles not in service, at no expense to the City. Based on the current volume of riders, Circuit feels it's necessary to add additional vehicles to the market. B12.4, Alfterir"n to Operating Plain C Alternate Option C - Quick Facts: • Total Hours Per Week: 79 • Total # of EV Vans (Peak Season): 4 • Total # of EV Vans (Low Season): 4 • Total # of GEM NEV Cars (Peak Season): 2 NEV + 1 Standby ADA NEV at no additional cost to the City = 3 • Total # of GEM NEV Cars (Low Season): 2 NEV + 1 Standby ADA NEV at no additional cost to the City = 3 • Expected AVG Fare/Rider: $3 • Structured: MTZ 3 remains as its own zone, with slightly adjusted coverage area, MTZ 1 and MTZ2 become combined into a bigger zone. • Notes: This option is based on the existing hours of service. This option increases the total hours of service, compared to the proposed option and hours identified in the RFP. With this option, Circuit will add additional GEM Vehicles to the Hollywood market for the 6 busier months of the year and then will remove the cars from the market during the other 6 months. Circuit will cover the costs for adding and removing the vehicles and will cover the carrying costs of the vehicles not in service, at no expense to the City. Based on the current volume of riders, Circuit feels it's necessary to add additional vehicles to the market. Furthermore, Circuit will set up a new pricing model that will adjust rider pricing by zones. For example, a ride from Zone 3 to Zone 1 might be $4, but a ride within Zone 2 might be $2. This dynamic pricing model will also be structured to incentivize larger groups and increase efficiencies. With this option, as with any of the options, Circuit can work with the City to explore predetermined pickup and dropoff spots, using the Circuit Connect Smart Spot approach, adjusting pricing models for fares, zone -based pricing to adjust prices, and or a combination of these features. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 23 of 123 17CYA DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Alternate Option C - Zone Mtz-1 & 2 With Smart Stops* WGHi AiHo IMM ROM GARDENS PA ��. u�MH� �< BqCy y Cas44+A: i Is" Vaih.�d��wucrkil 3eaa HoN4ywcloc *Actual location of Smart Stops TBD, Circuit has highlighted some popular drop-off and pick-up locations Alternate Option C - Zone Mtz-3 With Smart Stops* *Actual location of Smart Stops TBD, Circuit has highlighted some popular drop-off and pick-up locations City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 24 of 123 PIC Dania Reach �a M ;. Par M West 40 sp lai RQvA' polo .. N WGHi AiHo IMM ROM GARDENS PA ��. u�MH� �< BqCy y Cas44+A: i Is" Vaih.�d��wucrkil 3eaa HoN4ywcloc *Actual location of Smart Stops TBD, Circuit has highlighted some popular drop-off and pick-up locations Alternate Option C - Zone Mtz-3 With Smart Stops* *Actual location of Smart Stops TBD, Circuit has highlighted some popular drop-off and pick-up locations City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 24 of 123 PIC DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII n. .«� Fsri �) 3 siin4i Ir.,n V,rt L,iln.^" NM'' f116n 44}5 �d '�R Sq Pi t a of HO"'Jytoj pgu .t roGm L V IMILIV I) w '7G.fl / o0 (,,AR ff: md."i 9 f iwyk V,'11 'WWYIIO11 . VI — itr CYq d, rau��Y liar West Pai k Pembroke n+r i Circuit will leverage its existing team of experienced W2 employee Driver Ambassadors, Local Managers and Supervisors in Hollywood,ensu ring service performance and company operational standards. 14 of the 19 current Hollywood Driver Ambassadors live in the Hollywood community and all Driver Ambassadors have experience operating in the proposed micro -transit coverage areas. As a reminder to the City, all of Circuit's qualified W2, local, screened and background -checked Driver Ambassadors are a critical part of Circuit's proposed approach to this project. Circuit has built a successful, proud team in the City of Hollywood, and hopes to use and expand this team going forward. The average tenure of our Hollywood staff is 21.8 months. Drivers are required to speak fluent English and several are bi-lingual, many also speaking fluent Spanish. Many of our drivers in Hollywood have been working in the community for multiple years, live locally and have become true ambassadors of the area. This local experience is not something that can be taught or trained and has continued to become more valuable in delivering the best quality of service for the City. For more details on our driver training, qualifications and certifications, please see section B4, below. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 25 of 123 (199 7P MT2 3 (Hillcrest�WashingCon Parks " r - �� '� „ n 1 IHoll�woad �e ✓rra inn NV'�M+hrakr,„r� � �� ,�i i ,,;r�i: Circuit will leverage its existing team of experienced W2 employee Driver Ambassadors, Local Managers and Supervisors in Hollywood,ensu ring service performance and company operational standards. 14 of the 19 current Hollywood Driver Ambassadors live in the Hollywood community and all Driver Ambassadors have experience operating in the proposed micro -transit coverage areas. As a reminder to the City, all of Circuit's qualified W2, local, screened and background -checked Driver Ambassadors are a critical part of Circuit's proposed approach to this project. Circuit has built a successful, proud team in the City of Hollywood, and hopes to use and expand this team going forward. The average tenure of our Hollywood staff is 21.8 months. Drivers are required to speak fluent English and several are bi-lingual, many also speaking fluent Spanish. Many of our drivers in Hollywood have been working in the community for multiple years, live locally and have become true ambassadors of the area. This local experience is not something that can be taught or trained and has continued to become more valuable in delivering the best quality of service for the City. For more details on our driver training, qualifications and certifications, please see section B4, below. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 25 of 123 (199 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Circuit's Hollywood team, fleet of event -ready GEM NEVs, 100% Electric Vans & Teslas at Safe Streets Summit 2023 In , Since the Sun Shuttle's launch in 2019, Circuit has used our custom proprietary mobile app to move over 5OOk riders. Throughout Sun Shuttle's lifetime the service has gone through 25 app upgrades to improve bug fixes, integrate fares and deliver smarter routing capabilities. Circuit's tech team has continued to grow, improve and roadmap new features and enhancements for 2023 and 2024. Current version of the mobile app in Hollywood, including ADA request option, 2023 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 26 of 123 OX, rf DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Circuit was able to integrate fares and user payment profiles into the app in March 2021 when the service went from fare -free to $1, and again in March 2022 with the $2 fare increase. More details, including a deeper dive into Circuit's Technology is available in Section B3.5 Technological Capabilities. With robust infrastructure already in place such as experienced Hollywood Management, Supervisors, Driver/ Ambassadors, support from local Corporate staff, vehicles and maintenance, parking and charging, Circuit can seamlessly transition from existing services in Hollywood to this updated program. Circuit has direct access to the manufacturer and can add additional vans (beyond the current pilot with vans), within 30 days. Currently the Sun Shuttle program has been extended through July 2, 2023. Circuit is comfortable committing to operate the new service starting on, or if needed, prior to the existing contract ending. Project Team Qualifications Partner/ Project Manager - Jason Bagley - Jason is a National Partner at Circuit, has over 12 years of experience operating similar services in South Florida and would be the primary contact for this program. He controls all South Florida operations and comes at no cost to the City of Hollywood. Jason currently oversees Circuit's national fleet operations for 190+ vehicles and our operations with 60+ vehicles in Palm Beach, Broward, and Miami counties. Jason has been operating 100% electric shuttle services in Broward County since 2011 and with his fleet expertise spends time consulting the GEM corporate technicians on vehicle diagnostics and new solutions. He will be the lead in preparing for and launching operations and will oversee local managers during operation, oversee ongoing maintenance, and coordinate any changes to service such as service expansion. He has been an integral part in launching service in several markets, as well as assisting in managing operations across the country and focusing on national quality control. Before joining Circuit in 2012, he worked as a Regional Manager for a full service National Parking and Transportation Company. He received his BA in Communication from Florida Atlantic University. Jason is based in Fort Lauderdale and is active in the community. Public Partnership Manager - Alana Wortsman - Alana brings 13 years of experience in the nonprofit sector, helping to create more sustainable communities. At Circuit, she now helps manage the public-private partnerships in South Florida. Alana works with current service cities on community engagement, events, public affairs, grant opportunities, and marketing materials. Alana was born and raised on Long Island, NY and has a Communications degree from SUNY Oneonta. Alana now resides in Hollywood, FL as her place to call home. For fun, you can catch her riding her bike down Hollywood Broadwalk or running with her dog along A1A. Regional Manager - Camille Santiago - Manages hiring, onboarding and scheduling for all South Florida operations and comes at no cost to the City of Hollywood. Camille currently oversees and schedules roughly 35 managers, supervisors and drivers in Palm Beach and Broward counties only. Her background City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 27 of 123 9A1 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII is Community focused relations with experience in transportation related industry. Manager and shift supervisor (explained below) onboarding is crucial to service success and having a dedicated manager with experience in multiple locations but at the same time hyper -focused in one area is crucial. Area Manager - Bob McCure - Bob is currently an Area Manager overseeing all day to day operations of Circuit's Broward locations. Bob has been with Circuit since 2015 where he started as a driver in Fort Lauderdale. His positive attitude, attention to detail and effective leadership has paved the way for several promotions over the years. Today, Bob manages Fort Lauderdale, Pompano Beach and Brightline Ft. Lauderdale locations and teams. Bob has used his experience in recruiting to successfully build and retain teams which has produced several supervisors and future location managers to keep up with company growth opportunities. Bob was born and raised in Plantation and now calls Fort Lauderdale home. CEO / Co -Founder - Alex Esposito - Started on a hunch that shared, electric rides would help alleviate parking congestion at the beaches, Circuit (formerly The Free Ride) has evolved into a last -mile mobility solution that's embraced by cities across the US. He has 10+ years of experience in on -demand electric micro -transit services. Prior to Circuit, Alex worked as a consultant for Accenture (NYSE: ACN) and in marketing for Vistaprint (Nasdaq: CMPR). He holds a BS in Finance and MBA from Bentley University. Alex has been a featured contributor at Smart Cities NY, LA CoMotion, 20-20 Cities Boston, South Florida Safe Streets Summit, Urban -X and LACI. He's been recognized as a Forbes Next 1000 Entrepreneur and a Association for Commuter Transportation (actweb.org) 40 under 40 award recipient. Alex is based between Circuit's Fort Lauderdale Office. COO / Co -Founder - James Mirras - Oversees all national operations and will work closely with Jason Bagley to plan and set up operations, hiring processes, tech improvements, reporting processes, metrics, and any additional requests of the City of Hollywood. James is the head of Operations and Finance. He has a total of 10+ years of experience in transportation services similar to those requested by this RFP. Beginning in 2011, James started the Hamptons Free Ride (now Circuit) operations in East Hampton, Southampton and Montauk, NY. His attention to detail, people skills, and strong work ethic helped create a solid foundation that the company has been able to grow from. James moves between the company's locations, focusing on business development, management training, vendor relations and overall strategy. James received his BS in Finance from University of Florida. After graduating in 2009, he worked for Morgan Stanley (NYSE: Transportation Development Coordinator - Isabella Downes - Isabella is a Transportation Development Coordinator at Circuit, supporting sales and partnership teams to launch on -demand 1st/last mile mobility solutions. Isabella has 5+ years experience working to drive innovation between public and private entities. She has launched over 10 micro -transit services that are meant to act complementary to existing transit infrastructure or as stand alone services in light of no other transit options. Isabella has published two studies exploring transportation access in various US cities and the impact access has on socioeconomic development. Isabella holds a BA in Public Relations from Wayne State University and an MA in Sustainable Urban Development from DePaul University. In addition to her role at Circuit, Isabella serves on the Young Professionals in Transportation- NYC Board as the Director of Programs Co -Chair. She is very passionate about solving complex transportation justice issues. Head of Technology - Tucker Costello - Tucker is the Managing Director, Internal Development for Circuit. He handles internal business and technical development. He has over 5 years of experience in transportation services similar to those requested by this RFP. He handles new app deployments, City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 28 of 123 9A9 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII including testing and ongoing support. He works closely with our operations teams to incorporate partner, driver, and rider feedback from our locations to ensure a seamless experience throughout our platform with timely and relevant updates. Tucker holds a BA from Skidmore College. Over a decade of hands-on hardware and software implementation has given him a deep understanding of how technology enhances our work. Tucker would handle the location deployment within the mobile app, testing and coordination with operations staff, handle features requests, and lead ongoing testing and technical support. In House Counsel - Anita Chen - is counsel for business development. Anita received her BS in Finance and Marketing from New York University and her JD from Touro College Jacob D. Fuchsberg Law Center. Prior to law school, she worked at Bankers Trust Company in New York City as an associate in their commercial paper department. As a lawyer, she worked for LeBoeuf, Lamb, Greene & MacRae as a litigator representing clients including Lloyd's of London, Prudential Financial and Barneys New York. After several years in the private sector, Anita joined Manhattan Legal Services representing low-income residents in New York City. She now counsels for many small -businesses including taxi medallion companies, real estate holding companies, bars and restaurants. Anita has been with Circuit since 2018. Organizational Chart 47quu�rv��aa�rva� If�rvi�°tirn�cs E:7�rl r.PVI rrl,m�aar 1 p atonal p.ambw . )a sr)w B; cM�mvy SSM �� - ,m.l P anniing Commnuunlraau�i�ans o d ra•q-rarararc�e: AI. s«unrlm•r � i,�a P ransft Development 9siGra:fl a Dawnaaaa Cilrcuft Transit 'arr.af a r � M-arragel M�aaaaar Bagk NA is N �adners, up Manager A, ana W�dct.oriw,m LracmManager, VIM supervIsairs, FLRegional Manager: CQIT[ 111 StlllrnrYa1go 06v ers/Arnbaas dQrrs e B2. Environmental & Sustainability Benefits M.slka Rauag a A4 °"mMes Managing Wra tor.. Marke£ndug arsMes Crairna nurraa.,afions: Sealy a In Brraw i We understand and appreciate the City's desire to implement environmentally friendly services to the City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 29 of 123 ox, ki DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII community. With the Sun Shuttle, Hollywood was a first -mover in Florida as it relates to deploying electric vehicles into public services. With the current Sun Shuttle program, Circuit and the City are currently helping to avoid over 9 Metric TONS of GHG emissions per month. Circuit applauds the City of Hollywood for its committed, forward thinking and dedicated approach to solving last mile, congestion, and emissions challenges and the strong commitment to a sustainable fleet. Circuit remains committed to using only 100% battery electric vehicles. The vehicles are ideal vehicles for short-range, sustainable, about -town transportation and Our 100% electric fleet exceeds the RFPs specifications for "environmentally friendly and sustainable vehicles". Fortunately, impact is inherent in the service we offer. The more shared rides that we provide, the more emissions and vehicle miles traveled (VMTs) are reduced. There will be a heavy emphasis on ridership and we will measure success based on metrics including but not limited to: total ridership, riders per ride, riders/hour, jobs created, connections to transit, customer experience, and GHG emissions reduced. High ridership shows us that riders are happy, the service is priced effectively and the design meets the needs of the community. High ridership also reduces the Cost Per Rider (CPR). Single Occupancy Vehicles are bad for Cities. Circuit hopes that this program will continue to demonstrate how eco -friendly, shared and sustainable programs can help reduce the need for single occupancy vehicles (SOVs), promote ridership on existing Transit, create jobs and reduce commuting costs, GHG emissions and VMTs. Electric first/last-mile micro -transit is a great option for all types of communities and has proven to be a success in Hollywood. Tracking the environmental benefits will be a priority moving forward and will help to unlock more funding from upcoming environmentally focused grant programs. Circuit has been fortunate to receive grants for environmental reasons including but not limited to our programs with NYSERDA, Clean Mobility Options Grants (CMO), CARB Funding (California Air Resources Board) and others. Circuit will track greenhouse gas emissions and tailpipe emissions reductions. We can provide estimates based on projections for vehicle miles traveled and FHWA and EPA metrics and constants for average vehicle miles per gallon by vehicle type and carbon constant for gasoline fuel. We can also generate these based on a shared ride model including ridership, average trip distance, and FHWA and EPA constants and metrics. 63. Vendor / Contractor Capabilities '. .�IIN ram Circuit has enjoyed working with the City of Hollywood since 2019 to launch and operate the Hollywood Sun Shuttle. With over 11 years of experience, Circuit has established itself as a national leader in the on -demand, first/last-mile transportation industry and an experienced operator of fleets of EVS and NEVs. We have a currently existing fleet of 13 electric vehicles, and a team of 19 EV trained and W2 paid employees in Hollywood. Additionally, we have a corporate team already in place in Hollywood, Florida with expertise in national operations, marketing, advertising sales, technology, reporting, and expansion. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 30 of 123 9AA DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Our corporate team has extensive experience in planning, designing, implementing, reporting, and maintaining NEV micro -transit programs and has operated programs similar in size and scope to this RFP, including fare -based systems. Our high customer satisfaction ratings and high demand are a testament to the superb customer service provided by our driver ambassadors and management. Circuit prides ourselves in closing first / last mile gaps and providing an enjoyable and safe rider experience. This encourages riders to avoid using single occupancy vehicles or private rideshare services that add congestion and pollution, as we have seen in Hollywood since the launch of Sun Shuttle. Specifically, Circuit has been the most successful in: 1. Connecting riders with local destinations including local businesses, restaurants, nightlife, transit, and parking 2. Encouraging ridership and ridership on other forms of transit 3. Forming public private partnerships (PPPs) with cities, developers, entertainment and sports complexes, and local agencies to craft services for hyper -localized coverage areas 4. Building local, trained, w2 and background -checked teams that maintain a level of quality control and understanding of the area creating an enjoyable customer experience. General Information Within the last five years, Circuit has operated similar on -demand shuttle services using all -electric vehicles in Florida under contract with government entities, including City of Hollywood, City of Fort Lauderdale, City of Pompano Beach, City of Wilton Manors, West Palm Beach Downtown Development Authority, and Palm Beach County Convention Center. We have a current service contract with Brightline Trains. We have also privately funded services in Miami, Pompano Beach, and Palm Beach Gardens. Circuit also has experience with FDOT funding requirements. • Business Name: Circuit Transit Inc. (wholly owned Subsidiary of TFR Holdings Corp) • Corporate Headquarters: 777 S Flagler Drive, Suite 800W, West Palm Beach, FL 33401 • Phone Number: 646-504-3733 • Website: www.ridecircuit.com • Corporate Employees: -32 Full Time • Driver Ambassadors: -360+ • Full Time: 159 • Part Time: 154 • Professional Staff: Circuit has 92+ employees working in Broward County, with 19 in Hollywood. Circuit has a total 164 South Florida employees. • Employee Retention: (Quarterly Avg): -94%+ • Local Hollywood Address: 2031 Harrison St, Hollywood, FL 33020 Circuit has a current office in Hollywood Florida. If selected for the next iteration of the Hollywood Sun Shuttle service, Circuit will use the local office at Buro at 2031 Harrison St, existing vehicle charging and parking at Circ Residences/ Publix garage at 1780 Polk St and at Costa Hollywood Beach Hotel at 777 N. Ocean Dr. Additionally, Circuit has a nearby regional office at 501 E. Las Olas Blvd, Suite 200, Fort City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 31 of 123 245 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Lauderdale, FL 33301.Circuit has a Corporate office at 777 S Flagler Drive, Suite 800W, West Palm Beach, FL 33401 • Business Incorporation Date & Location Circuit has been operating in Florida since 2011 through its wholly owned subsidiaries Eco Cab LLC and South Florida Free Ride LLC. Eco Cab LLC and South Florida Free Ride LLC were organized and formed in the State of Florida in 2008 and 2012 respectively. As a part of the restructuring of the companies, Circuit Transit Inc was incorporated in 2018 in the State of Florida acquiring Eco Cab LLC and South Florida Free Ride LLC. Circuit Transit Inc, previously TFR Transit Inc, is a wholly owned subsidiary of TFR Holdings Corp, which is incorporated in the State of Delaware. • Local Business and Legal Status - Circuit Transit Inc is a C Corporation incorporated in Florida. Circuit Transit, with its affiliated operating companies, has been operating in Florida since 2011. Circuit is a local business with current operations in Broward County in nearby communities including Pompano Beach, Fort Lauderdale, and Hollywood as well as a partnership with Brightline. Circuit operates over 40 on -demand micro -transit services across the US. Circuit is the operator of the Hollywood Sun Shuttle, Pompano Beach Circuit, West Palm Beach Circuit, and Brightline+ shuttle services. • Business Licenses, Permits & Certifications Circuit has all required documentation in place to operate the services described in this RFP in the State of Florida and has operated similar services in Broward County. o EIN:82-4586300 • DUNS: 117547537 • US DOT: 3562459 State of Florida, Applicable Code & Regulations: Circuit is fully licensed and certified in the State of Florida at the time of submittal for the type of goods/services to be provided. Circuit understands the regulatory requirements for the services to be provided and has met them for other city contracts. Circuit can meet these requirements and will adhere to all applicable code regulations at the Federal, State, and City levels. Primary Contact Person: Jason Bagley, Partner, National Operations - jason@ridecircuit.com - 305-494-1612 Additional Points of Contact: • Alexander Esposito - CEO & Co -Founder - alex@ridecircuit.com • James Mirras - COO & Co -Founder - james@ridecircuit.com • Isabella Downes - Transit Development Coordinator- isabella.downes@ridecircuit.com 734-478-4732 Business Structure, Parent Company and Subsidiaries Circuit Transit Inc. is a wholly owned subsidiary of TFR Holdings Corp. Eco Cab LLC and South Florida Free Ride LLC are wholly owned subsidiaries of Circuit Transit Inc. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 32 of 123 IZ [^, DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Evaluations and Reporting Staff Evaluations Circuit conducts regular management and staff performance reviews on a quarterly basis. During these sessions, we encourage the staff to also share their evaluation of the program and ways to improve service. We hire locally - our staff are part of the community they are serving. Their input and expertise is valuable, and we encourage this feedback loop. Managers also conduct monthly ride-alongs with drivers, providing an additional touchpoint for evaluation, feedback, and training. Leveraging Data to Improve Performance We use the data we collect to continually improve our services and increase system efficiencies and quality. We analyze this data to make operational improvements - not just for reporting on performance. That ensures continued improvement through real-time changes combined with the operational management structure Circuit puts in place. For more information on how we use data to improve our services and our technological data capabilities, please see Section B3.5 Technological Capabilities. Other Reports - Maintenance, Customer Service Circuit can provide other reports and updates as needed by the City and can include these in regular monthly reports as well. Circuit uses fleet management software to maintain logs and important information about its fleet status and maintenance. Our internal team manages and logs customer service and feedback. We also can include spatial mapping, such as the report below. Current Projects: Circuit has experience operating electric micro -shuttle operations in 40+ locations across 9 states, including: Florida Services Hollywood Pompano Beach Fort Lauderdale Wilton Manors West Palm Beach Palm Beach Miami Brightline+ (Fort Lauderdale, West Palm Beach, Miami stations) Gardens Mall (Palm Beach Gardens) The Ben Hotel California Services San Diego Santa Monica Marina del Rey Venice Culver City Huntington Beach Inglewood SOFi Stadium (NFL games, Super Bowl) Chula Vistal-ong Beach New York Services New Rochelle Williamsburg (Brooklyn) East Hampton Southampton Montauk Amagansett Hauppauge Industrial Park (clean Air NY Pilot) New Jersey Services Asbury Park Belmar Shore Texas Services Dallas West Dallas Austin Houston Other State Services Boston, MA Plymouth, MA City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 33 of 123 9d7 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Circuit has been fortunate to work with a number of cities and private clients on many micro transit projects that are similar to the services being described in the RFP. To learn more about our past project experience please reference section B5.2 Past Project Experience. Experience, Awards and Recognition - Circuit has been fortunate to work with, learn from, and be recognized for various Micro -Transit Initiatives around the US. For more information on Circuit's Experience, Awards and Recognition, please see Section B5.9.3 Micro -Transit Operations Experience. Experience with Drivers, Hiring, Training, Performance - Please see more information about Circuit's experience with a W2, employee driver workforce in Section B3.7 Driver Capabilities. As shown by its experience in Hollywood, FL, Circuit has the financial capabilities to run, manage and scale this program. Circuit recently raised a Series A round of financing that was lead by Tribeca Venture Partners with additional investments by CitiBank3lmpact Engine, Los Angeles Cleantech Incubator (LACI)'s Impact Fund and has previously received investments from notable investors including Urban -X, Third Sphere and the BMW Mini Group of North America. Circuit would be happy to provide more detailed evidence of our financial capabilities upon request. For general guidance, Circuit's 2022 Annual Revenue:—$15.5M USD 1:.33.4.1 Advertising CalpalbilHdEi S Circuit is able to continue to offer third party advertising as an additional revenue option. Circuit currently offers a revenue share of advertising sold and executed on the service, and will continue to do so to lower the cost of the service for the City of Hollywood. Circuit has a successful history of planning, selling, and executing advertising campaigns for a variety of local and national advertisers with the City of Hollywood. The brand has a clean track record and is recognized as a reputable transportation company as well as a dependable media vendor. Advertising options include exterior vehicle wraps, interior digital displays, email/social campaigns, and product sampling. Circuit's in-house ad -sales team has 45+ years of combined experience designing, planning, selling and executing transit media campaigns. This advertising program can also help to promote local businesses, as we've seen by working with groups like Billy's Stone Crabs, Ritas, and the Hollywood Golf Course. We see advertising as a way to reduce costs and provide a fun and engaging experience for the riders. We have found that brand sponsors improve the rider experience and the methods Circuit uses to advertise on behalf of its advertisers can also be used to market its services to future riders. Circuit has found that 3 https://www.prnewswire.com/news-releases/circuit-raises-11m-series-a-to-expand-ev-shuttle-business-301619296.html City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 34 of 123 `x, DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII our parameters around appropriate ads align well with those of our partners, and the City would continue to have final say on what advertisements are allowed and what would not be permitted. Any advertiser and specific content would be submitted for City approval. Based on our confidence in securing advertising partners, Circuit has included a guaranteed discount to the City as further detailed in section B.10. Some examples of past campaigns are included in the images below. Local businesses advertising on Circuit vehicles in Hollywood, FL. 1::.::1)3.4,.2 I:::::'raireII: (..weiiiue Ca 1pa 1,,.)fl i ties - CONFIDENTIAL Circuit has experience operating fare -based services in Hollywood, FL. In 2021 Circuit implemented a low-cost fare into the Hollywood Sun Shuttle program. The $0 service moved to $1 and Circuit saw the total ridership continue to grow, despite the increase. Upon further investigation, Circuit learned that the lack of impact on demand caused by the fare was largely due to the large increase in TNC prices in the area. In this example, the average TNC fare was over 4X higher, for rides starting and ending in the area. Furthermore, the team found that fares had an impact in reducing cancellations from riders and therefore led to a more efficient system that moved more riders. This fare model has worked well and Circuit has regularly reported on these fares and used them to reduce the cost of the service to the City of Hollywood. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 35 of 123 `x, V DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Circuit's technology includes capability to charge fares on a flat fee basis as well as dynamic pricing, discount codes, and group rates. We have tested and proven technology, policies, and programs for offering fare -based programs. Our mobile app can accept payment via debit, credit, and prepaid cards. The application has the ability to charge a fee for service and has security in place to store encrypted credit card information via a third party integration with Stripe. For this program, Circuit will offer a flat fare of $2, keeping the fares consistent with how they've been structured in the past. Circuit has the ability to adjust this fare as needed, at the request of the City. Circuit can also "sell" promotional or access codes to local businesses so that they can prepay fares for employees and or customers. This approach can be useful in getting more financial support from the local business community and aligns with the City's goal to make the program more financially sustainable. As part of the alternate options in Alternate Option C, Circuit has mapped out how increasing the average fare to $3 would impact the net cost of the service. Circuit, if the City is interested, can build a program that automatically adjusts fares based on the zones traveled to and from. For example, it might be $4 to go from Zone 3 to Zone 1, but only $2 to travel within a zone. Using this approach can increase the average fare collected per rider across the system. We can also cap the total fare per ride so adding additional riders will be less expensive than the first one. [33.4.3 Grant Sourcing C aIIo IISsilliiiiie Circuit prides itself in our ability to help our partners source funds for initial launches, service expansions and to pilot new zones. Now, more than ever, grants are available to implement sustainable micro -transit systems that provide equitable and accessible transportation options that give way to environmentally forward thinking solutions. Our team, as we discover appropriate grant opportunities, will bring possible funding solutions to the City. Circuit has successfully secured grants and/or worked with Cities on grant programs in NY, CA, NJ and FL. Circuit has also been selected for and awarded grants from the State of California and State of New York with its municipal partners, including a recent Clean Mobility Options grant in 2021 and Clean Transportation Challenge Planning Grant for Electric Mobility in 2022. ..,:.Z Uff IQ Circuit's custom proprietary mobile app for requesting rides available for Android and iPhone is available in both English and Spanish, with the ability to add additional languages to the platform as needed. Website:www.r*dec*rcuit.com Apple: httl2s://al2l2s.al2l2le.com/us/al2l2/ride-circuit/id988052033 Circuit has developed its technology over the past 11 years and has built the technology with a variety of features that can be turned on and off, depending on the coverage area. Some of these features include approaches for smart spot locations vs fully on -demand, a pooling algorithm to maximize the utilization of the vehicles, dynamic fare models with flexible pricing and discount options, ADA accessibility and request features, Spanish language options, ratings and reviews and a number of other features. As the City is aware, our features have been built using feedback from riders, drivers and customers, utilizing the data generated across millions of rides. Since launching the Sun Shuttle service, we've introduced multiple new City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 36 of 123 250 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII versions of the app every year and continue to strengthen our roadmap of new features and options. This process is ongoing as we consistently strive to create the best user experience for our riders and partners. Riders have consistently rated our services very highly, both in internal and external surveys as well as the app stores. We have a 4.8 rating on the App Store and a 4.5 on Google Play (out of 5 stars), distinguishing us as the highest rated service on the Google Play Store compared to other micro -transit and rideshare services. We are committed to excellent customer experience and long term success, and our customer service team replies to all reviews in the app stores. The app is designed specifically for running and managing these types of on -demand, last -mile EV shuttle services and has been built and optimized based on data gathered from over 5M rides along with rider and driver feedback. Our user app is complemented by our driver facing app and management dashboard - a technology suite that we built specifically for our neighborhood electric vehicle operations. Circuit owns the app, all of the data, and can provide robust data reports, often limited by firms using white -labeled solutions. This further allows the team to make customized adjustments as needed by the City. Our ability to collect, record, clean and present data is always improving as we believe data is a key factor in providing an excellent standard of service. Circuit has recently partnered with Snowflake to create new databases that will allow for faster reporting, more flexible data analysis, and better visualization of data. If selected, Circuit looks forward to sharing these new capabilities with the City. Our dynamic pooling feature has resulted in 30%+ increases in ridership using the same number of cars and operating hours. This is true when we measure against our own services (turning pooling on and off) and also true when compared to other operators nationally. Pooling not only increases ride efficiency, it also decreases traffic, emissions and cost -per -rider, where we've proven to be more effective than other service operators. Unlike many white label solutions, Circuit owns its technology and is able to quickly and flexibly make adjustments and improvements. We are constantly improving the service and adding new features, which would continue to be available to the City at no additional cost. As with other local operations, Circuit can adjust the service territory, hours of operation, and other factors in a timely manner during the planning or implementation stages as needed - such as adding new service territories, adjusting temporarily for special events, adjusting seasonally, adjusting fare, piloting new zones etc. We also have a system in place for notifying riders of any changes to service, including in -app messaging such as updates to safety protocols and emergency conditions (hurricanes, flooding, etc). I: 3.5.1 (Ride II: equie t AIIop Circuit has a custom mobile application available for iOS and Android phones where rides can be hailed within a geofenced zone. This application is a fare -integrated service model and is very user-friendly. Within the app, the user can see information about the service, add payment methods, see the coverage area map, select their desired pick up and drop off within the geofenced coverage zone, input number of riders, and request a ride. They are shown the estimated wait time, the location of the assigned car while on its way, and are alerted when the driver is close. After their ride, they can give a rating. Drivers receive notifications of the requested rides. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 37 of 123 251 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII The service territory is a geo-fenced coverage area that ensures rides can only be requested and completed within the service territory. Our team makes sure that these geofenced zones include exactly the territory desired and that riders can make a request anywhere within this zone. We can also exclude roads and highways with speed limits higher than 35ph within this zone to ensure vehicles are not dispatched to areas where pickup is not possible due to speed limits. Key Advantages of the App • On -Demand; • Ability to add pre -determined Smart Stops to reduce wait times in larger zones • Data Tracked for Ridership, Reporting, Heat -mapping & Management purposes; • Ability to notify riders of service disruption through multiple avenues. • Ride pooling to reduce congestion and wait times. • Fare Collection features with Discount Code Options • Driver facing capabilities to communicate with riders via text and call prior to boarding the vehicle Circuit is working on several integration projects and can work with the City and County to integrate the Circuit rider app with other transportation applications, including applications that might be introduced with the upcoming fixed route community shuttles. [33.5.2 Driver App CqoaII)flit6 s Circuit's driver app and proprietary dashboard is used to manage drivers and generate reports. Each of our drivers is provided a company phone to see ride requests, safely communicate with management and riders, and optimize routes. Our operations and technology teams work closely together to test new features and updates and fix any issues that arise. Our hailed ride feature enables drivers to track non -app -based requests through the driver app. With our pooling feature, multiple rides are able to be assigned to a driver and are viewable in a queue format to the driver. Circuit can work with the City for any desired technology integrations, and can provide any necessary performance and data reporting. Ride request heat map from Hollywood Sun Shuttle Program City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 38 of 123 252 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII [.3 3.5.3 0 irn II:::) e iii n a irn d Coverage Zaries and Che e ` imaitt S tqp Ilr) Iln.) Ir'o a c Ih For point-to-point service, a rider can go to and from any location within a geofenced coverage zone, typically focused on a small, localized coverage area. As mentioned in our alternative options, a capability of our technology includes the ability to set up a smart stop approach. The smart stop approach allows the rider to go to and from any predefined smart stop within a specified coverage area. A smart stop could be a predefined location at a school, transit hub, affordable housing community - or these could be spread throughout the community every few blocks, for example. We believe the smart stop approach is beneficial when covering larger service zones Circuit is flexible and able to adjust service before and after launch of services. As data comes in, Circuit can work with the City and the community to fine tune the service to best support the community shuttles in each zone. Please see below for a sample of proposed smart stops by zone. MTZ-1 Smart Zone Stops • The Diplomat Beach Resort, 3555 S Ocean Dr. • Harry Berry Park, 301 Azalea Terrace • Arizona Street (By Taco Shack, across from Billy's Stone Crab) • Charnow Park, 300 Connecticut S. • Hollywood North Beach Park, 3601 N Ocean Dr. • Walmart, 2551 E Hallandale Beach Blvd MTZ-2 Smart Zone Stops • Young Circle • Publix, 1740 Polk St. • Washington St. • Hollywood City Hall, 2600 Hollywood Blvd. • 930 S 26th Ave. MTZ- 3 Smart Zone Stops • Publix Supermarket at Hollywood Mall, 3251 Hollywood Blvd. • David Park Tennis Center, 510 N 33rd Ct. • Broward County South Regional Courthouse, 3550 Hollywood Blvd. • Orangebrook Golf & Country Club, 400 Entrada D. • Bob Butterworth Park, 5202 Washington St. • Memorial Regional Hospital South, 3600 Washington St. • Washington Park, 5199 Pembroke Road • Harrison & S 56th Ave • Sal Oliveri Veterans Park, 4701 Tyler St. [33. . Using II:::)ata to Steer Service 0Iperatians Circuit has 4+ years of information from our other shared, on -demand, electric shuttle services, allowing the team to utilize data from the Sun Shuttle, as well as other nearby Broward County operations and other comparable operations around the country. Consideration taken when forecasting ridership: City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 39 of 123 253 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII • Size of the Coverage Area • Hours of Operations • Marketing to grow ridership Input from local stakeholders Performance of Comparable Programs Other transportation in the area While our data, local outreach, analysis, and research provide valuable insights month over month, we understand there will be unknowns and that we must monitor data and work closely with local stakeholders to make sure that we continuously adjust and improve the service to make sure it's set up for long-term success in the City of Hollywood, as we have done since Sun Shuttle's 2019 launch. We have refined our approach and recommendations in close coordination with City and CRA officials. Circuit's Data Dashboard, Analysis and Expanded Features Since starting the program in 2019, Circuit has delivered monthly data reports to the City of Hollywood. By leveraging data from upwards of 17,000 transactions in a month, we've developed a healthy data set that provides information on top pick up and drop off locations, insights into ridership broken down by service hour and day, and the ability to monitor ridership growth throughout the service's lifetime. The system has also gone through numerous updates over the years and we're proud to share that in the last 3 months „r�.,, we've built a relational database that integrates numerous data sets to help with data visualization, analysis and reporting. If selected for the next phase of the Hollywood Sun Shuttle program, Circuit now has the ability to add additional licenses for our City partners. Our ability to collect, record, clean and present data is always improving as we believe data is a key factor in providing an excellent standard of service. Circuit has recently partnered with Snowflake to create new databases that will allow for faster reporting, more flexible data analysis, and better visualization of data. If selected, Circuit looks forward to sharing these new capabilities with the City. Our next iteration of data reporting is a great value add for operations and transportation planning, this dataset can be a particularly valuable asset for the Cities long term urban planning initiatives. There are examples of updated data reports in Appendix 2, below. Pictured here is an example of the new zone -based analysis and heatmaps that have already been built. In line with the RFPs desire to have a sustainable fleet, Circuit proposes to use the currently existing GEM E6 all-weather, 100% -electric cars from Polaris Inc and Ford E -Transit EV vans. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 40 of 123 254 um '�� vo rr to help with data visualization, analysis and reporting. If selected for the next phase of the Hollywood Sun Shuttle program, Circuit now has the ability to add additional licenses for our City partners. Our ability to collect, record, clean and present data is always improving as we believe data is a key factor in providing an excellent standard of service. Circuit has recently partnered with Snowflake to create new databases that will allow for faster reporting, more flexible data analysis, and better visualization of data. If selected, Circuit looks forward to sharing these new capabilities with the City. Our next iteration of data reporting is a great value add for operations and transportation planning, this dataset can be a particularly valuable asset for the Cities long term urban planning initiatives. There are examples of updated data reports in Appendix 2, below. Pictured here is an example of the new zone -based analysis and heatmaps that have already been built. In line with the RFPs desire to have a sustainable fleet, Circuit proposes to use the currently existing GEM E6 all-weather, 100% -electric cars from Polaris Inc and Ford E -Transit EV vans. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 40 of 123 254 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Sea Turtle Nesting Season Artwork on GEM Neighborhood Electric Vehicle �Illeiigllhll6 ourllhood IILIIIlectiric Vdhi6le IIII4E s Circuit will continue to use GEM E6 all-weather, 100% -electric cars from Polaris Industries. The slim and efficient design reduces interference with traffic and decreases passenger load time. The cars are ideal for short-range, about -town transportation. The cars are easily kept clean and are outfitted with comfortable seats, ample legroom, fans, 3 -point seatbelts, cargo space, and a friendly, local ambassador/ driver. They include all-weather options, and Circuit operates these vehicles in South Florida markets year-round. The car's design is fun and inviting in nature. Hollywood Sun Shuttle riders have responded very favorably to these vehicles. Ford E -Transit Electric 13 Passenger Van ILourd IlLllllectiriiio [)asseingeir Vain There are a number of electric passenger van options that Circuit has used in other markets. There are OEM options as well as conversion technology options. Circuit has directly used Lightning Systems and Maxwell converted electric passenger vans. They are ideal for roads with speed City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 41 of 123 255 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII limits above 35 mph, programs requiring higher capacity, suburban trips, and can be outfitted for ADA accessibility. ADA Service Vellhiiclllles We are able to offer one (1) Ford E -Transit EV Van which offers a full automated lift and the ability to secure wheelchairs within the vehicle, and 8 total seats (as opposed to the usual 12, + driver). Additionally, we are able to offer one (1) WAEV (Formerly Polaris) GEM e6 ADA vehicle which offers a full, fold out ramp and the ability to secure wheelchairs within the vehicle, and 4 total seats (as opposed to the usual 5 seats, + driver). Circuit is pleased to offer this vehicle to the City at no additional cost, as it is a part of the existing Hollywood Sun Shuttle existing fleet. Sairnsauir°a 111 Daslls Caumeiuras Circuit has recently installed Samsara Al bi directional Dash Cameras in the entire fleet of shuttles in Hollywood. These cameras use computer vision to analyze the road and driver behavior in real-time—making it possible to detect distracted driving and even warn drivers of an impending collision, helping prevent accidents before they happen. Any incidents of distracted driving or harsh braking events trigger an alert to "watchers" of specific vehicles. This group includes direct local management, Regional and Corporate Management. Circuit Management staff can view real time video and still views of the interior and forward facing exterior view of the entire fleet at any given moment. For any incidents the footage can be viewed and saved to determine fault of any accident. ? v e'4 ride, aAUML:1UP Feb 16, 4:52 ICBM EST I Unw istiignevad IN (Ar,4Pdi,,n) Q WA fc .+ HoRywwcr wo7rbi� 0.'kkP;N ri7 sAua.;7dir,r . 04 4789 'ryfkle $UoM, kk)tigpu wWJ, FL,33020 O00VIcA lre(A, OfolIyMood e4 33020 4'Ppakruup vidt. Samsara A/Dash Cam dashboard with both views, saved footage and trip details including trip route, duration and pick-up and drop-off locations. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 42 of 123 pmm;, DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII [.3 ..1 VeIhic,IIe IIS a i iri t ire are ce C �,;i IIp a Ib II II ii t ii e; Our in-house mobile service maintenance technicians are able to quickly respond to needs, and also adapt vehicles for the market. Vehicles are regularly maintained using rigorous checklists created in conjunction with the vehicle manufacturer. Typically, vehicles are inspected every 4,000-5,000 miles and the condition of filters, brakes, etc. are tracked and replaced accordingly. Additionally, data is shared about the cars' performance in order to forecast future maintenance needs. As it does with ridership, Circuit takes a proactive approach to planning future needs. Each vehicle within our fleet has a unique ID. Our operations team tracks vehicle characteristics and status through fleet management software and communicates this status to Regional Management and other corporate team members through shared documents and project management software. These characteristics and status include driver vehicle check forms, current and pending advertising campaign information if any, maintenance records, assigned operating location or special event, mileage, as well as general information such as color, make, model, year, features. Drivers check vehicles before and after each shift and fill out a vehicle check form. They perform cleaning duties before, during, and after their shift. Any issues are noted and reported to local managers, who coordinate maintenance and repairs. We have trained and certified maintenance staff in each operating region, and would train a local maintenance team in Fort Lauderdale to manage regular and ongoing maintenance for local operations, with manufacturer certification for the vehicles in use. Circuit has a robust hiring and training program backed by standard operating procedures, driver manuals, and emergency and health & safety plans designed to provide high quality customer service through a fun and convenient on -demand service. As now with the current Hollywood Shuttle, Circuit will continue to ensure all drivers meet and follow the required guidelines as required by the RFP. As the City of Hollywood is aware, Circuit prefers to hire local w-2 Driver Ambassadors from within our service area who have local knowledge and experience. We focus on hiring drivers with high degrees of customer service and professionalism as well as local knowledge of the community, as our drivers are ambassadors for the local community.This model reduces greenhouse gas emissions by keeping workers local and supports the local community by providing jobs. Currently, 14 of our 19 Hollywood Sun Shuttle Drivers are Hollywood residents. You can find further details in the Driver Model section below. Quality Control is why we have successful operations throughout the country with several locations running for more than 5 years. We focus on recruiting, hiring, onboarding and training service oriented candidates with a strong driver safety record. Along with Driver Ambassadors we employ location Supervisors, Location Operations Managers, Regional Operations Managers and local corporate support. We use several training and monitoring programs including our own admin dashboard (backend of the Ride Circuit app) for a real time look at activity in the field - driver/ ambassador gps location, trip queue, availability status and rider reviews of the Driver/ Ambassador. Samsara Al Dash Cams provide a real look into the individual vehicles. Can record any video clips and alert the supervisor and management teams for any harsh events. Regular feedback and reviews by management to address any areas of concerns and give feedback. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 43 of 123 257 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII [.33.7.1 II'lilver II odd Each Circuit location has a dedicated team of managers, supervisors and drivers to ensure service performance and Company operational standards. Circuit builds successful, proud teams and focuses on development and retention. Upon award of this contract, Circuit will be easily able to leverage our current driver ambassador team, and as needed, develop and provide a more specific staffing and personnel plan tailored to the final service scope. Please see below for the positions that are staffed to make up Circuit's Driver and Fleet Team: • General Manager / Operations Manager: Full time hired positions (depending on scope). Responsible for day-to-day operations, vehicles and staff. Reports directly to the Region General Manager. Direct reports are Shift Supervisors and Driver Ambassadors. Perform dispatch and customer service responsibilities as needed • Shift Supervisor: Full-time hired positions. On-site at all times during service hours. Perform dispatch and customer service responsibilities as needed. Additional training and responsibilities. All shifts include at least 50% of shift driving in service. Shift reporting and "hand-off' submissions • Vehicle & Warehouse Maintenance Manager: Circuit regional technician licensed and certified. Weekly, monthly & quarterly vehicle maintenance schedule. Direct contact with vehicle manufacturers and systems. Additional responsibilities, response, and reporting requirements as specified in this CFP. As needed, other operational staff may be trained and certified to assist Maintenance Manager with maintenance responsibilities • Driver Ambassadors: Full-time and part-time employees (Circuit hired, W2 employees). Living -wage pay and benefits. Follow Circuit operational policies and local rules for revenue service • Driver Staffing: We first hire a base of full-time, set schedule drivers and then a base of part-time, set schedule drivers. We then hire a smaller group of fill-in drivers who do not have a set schedule but actively work each week to round out the schedule, either picking up any open shifts known in advance and/or fill in on call. We have a combination of longer shifts, allowing time for finishing rides, cleaning their vehicle, and checking out. We stagger and mix in shorter shifts throughout the day based on demand data learned over time to maximize efficiency. Circuit uses shift scheduling software to plan its staff schedules and make the process seamless for employees. What We Look For In A Driver Ambassador • Outgoing, Inviting, Friendly • Local Resident and/or Local Knowledge • Safe & Responsible • Customer Service experience • Team oriented • Self -Motivated with a focus on development • Dependability Driver Requirements • Legal: All Circuit drivers must be at least 21 years of age, have an active driver's license for at least 3 years, and must have a clean driving record with no accidents or tickets. • Insurance Clearance: Background Check: All Circuit drivers must be cleared to drive by our insurance carrier through Motor Vehicle Record and/or Background Checks. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 44 of 123 P+ R DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII • Personality: Circuit employees are more than drivers. Everyone is an ambassador to both the Circuit brand as well as sponsor brands. We look for motivated, outgoing, excited and responsible employees to represent our brand. • Pre -Hire Driver Exam: Potential hires lastly go through a physical driving exam accompanied by the Operations Manager. The Circuit Pre -Hire Driving Exam is submitted to the Regional GM for final approval. r r 1 FIRIMONOTINUM, Customer Service One of Circuit's core values is customer experience. Circuit focuses on hiring drivers and operational staff that exhibit excellent customer relations skills and value experience in customer service. We include customer relations as a part of our training program, which includes updates to policies related to safety and responding to rider concerns. We hire locally and prefer drivers that are familiar with the local community to act as an ambassador as well as a driver. We are committed to excellent customer experience and long term success, and our customer service team makes a point to reply to all reviews in the app stores. Circuit currently maintains a local Hollywood and South Florida workforce of managers, shift supervisors, and driver ambassadors in its operating locations, which are all trained in customer service. Circuit also has a regional manager in place, who manages operational functions such as permitting, maintenance, vehicle procurement, vehicle and driver insurance onboarding, hiring and training across multiple locations to maintain a consistent level of quality and operating efficiency. They are also integral to preparing for and launching new operational locations as well as coordinating new app feature launches. Our local operating and management staff are available during operating hours, which vary by location and are determined in cooperation with local partners. Training for employees involved in customer service include on-the-job training using pre-existing SOPs and quick reference guides for template responses to a high majority of common questions. This covers training with guidance specific to phone, ride request app, and email inquiries as well as those that might take place in-person. These employees have direct supervisors to reach out to for approval on sensitive topics to ensure compliance. Training is a multistep process that begins with shadowing another employee, hands-on training with supervision, and continued ongoing training. We have a multifaceted customer inquiry, and contact system, which our staff are trained to use and keep accurate logs. Operational staff are also involved in our local community outreach efforts, including representing the company at local community events. All staff are trained to respond to customer needs and handle any complaints in a timely and courteous manner. Riders can submit feedback within the mobile application and through the website, email and by phone. Circuit's national corporate team monitors these as well as social media accounts and app store feedback/ratings. The national team will direct users to a local manager if and when needed. We also conduct regular rider surveys to analyze and improve our service offerings. Our team continually works to make its technology and information about its services accessible broadly to the local communities it operates in. As mentioned in Section B3.5 Technological Capabilities, our mobile app is available in English and Spanish. We have bilingual drivers and can include hiring preferences City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 45 of 123 259 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII for additional language capabilities. We have also created marketing materials in both English and Spanish. Circuit's website and location pages include accessibility features, and our operations staff are trained in providing equivalent service and any additional assistance needed for riders with mobility impairments and disabilities. Our local teams can also assist riders in downloading the app, providing information about the service and the community, and responding to questions. Historically Circuit has seen driver ratings of at least 4.8/5 stars in all of its markets, and locally has an average of 4.9 over the past two months. Many of our services have a majority senior (65+) ridership who use our services frequently for local trips and errands. Seniors have been strong advocates for our services. Our high ratings and strong local support are a direct result of the positive customer experience created by our drivers. Circuit will continue to provide updates and reports on Customer Service to the City as needed. 64. Driver's Qualifications Hiring Process Each Circuit location has a dedicated team of local managers, supervisors and driver ambassadors to ensure service performance and Company operational standards. Circuit builds successful, proud teams and focuses on development and retention. We would be able to leverage our existing Hollywood and operational experience and infrastructure to quickly and efficiently continue to staff Sun Shuttle as needed. As the City of Hollywood is familiar, Circuit's drivers are more than just drivers. They act as local ambassadors; representing the city, providing local knowledge and encouraging local business. All driver ambassadors will be provided with a company uniform and name tag. All Circuit driver ambassadors must be at least 21 years of age, have an active driver's license for at least 3 years, and must have a clean driving record with no accidents or tickets. All Circuit driver ambassadors must be cleared to drive by our insurance carrier through Motor Vehicle Record and/or Background Checks. For this program, we would implement the required background check and provide any needed documentation to the City. As required, we will implement the required FDOT Drug & Alcohol testing. We have identified a Florida based company, Accredited Drug Testing where we would establish a company account for testing. Accredited Drug Testing uses Quest and LabCorp national collection site network. Circuit will always commit to a local hiring preference in all markets. One of the many benefits of hiring locals include ensuring staff are familiar with the location and can serve as a knowledgeable ambassador. 74% of existing Hollywood Sun Shuttle drivers are Hollywood residents. As we have done in Hollywood and other markets, along with posting job openings on popular platforms such as Indeed, we can work with local workforce development and job placement centers to source qualified local candidates as is needed by the service or to support any future expansions. Circuit currently has multilingual driver ambassadors in South Florida and is able to include bilingual/multilingual driver ambassadors as a local preference for hiring, if desired by the City. Driver retention is a factor that the company is proud of- there are happy teams, and advancement opportunities in every market of service. Over the past 12 months we have seen a retention rate of 94% for the Hollywood Sun Shuttle operation. This is the result of the diverse work environment that Circuit City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 46 of 123 (1-0f DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII creates, the camaraderie among employees, the ability to grow, and the enjoyable, safe and fair management. As described in Section B3.7 Driver Capabilities, Circuit seeks specific driver qualities that ensure safety, professionalism, a focus on customer service, and knowledge of the City as a visitor destination. Circuit employees are more than drivers; they are ambassadors to the local community. Circuit conducts regular management and staff performance reviews on a weekly, quarterly and annual basis. During these sessions, we encourage the staff to also share their evaluation of the program and ways to improve service. We hire locally - our staff are part of the community they are serving. Their input and expertise is valuable, and we encourage this feedback loop. Managers also conduct monthly ride-alongs with drivers, providing an additional touchpoint for evaluation, feedback, and training. The management team has access to our proprietary management dashboard to view operations in real-time and regularly monitors the drivers' performance. Circuit will offer these tools and data reports to the project team at the City, to maintain quality control, transparency and monitoring for future improvements. Additionally, Circuit uses scheduling software to keep the team connected, manage shifts, and enable local management to efficiently manage the local team. Driver Training Program As the City of Hollywood is aware, Circuit employs and trains its operational personnel, including driver ambassadors. Circuit uses its successful developed personnel policies to create a hiring and safety program specific to the unique operation. The process includes hiring, background checks, drug tests, alcohol screenings, initial training, continued training and performance evaluations. We can quickly add drivers and vehicles to our national custom auto insurance policy. When the manager is comfortable with a candidate and decides to extend a job offer, they will be introduced to our staff training/development tools & programs. The hiring and training systems we have in place will help the City achieve its safety and accessibility goals with regards to this project while also ensuring a high quality customer experience, which encourages further ridership and exploration of the community. Circuit has a training program in place for new operational staff which covers safe and efficient operation of electric vehicles, cleaning and safety processes, and customer service. Circuit has a corporate operations team that develops and maintains operational policies and procedures including over 180 pages of Operations Manager and Driver Ambassador training guides and supports SOPS. They hire and train new managers and coordinate hiring and training for new drivers. Circuit has a Regional Manager in place for Florida. Drivers receive initial in-person training, are observed on ride-alongs, receive ongoing on-the-job training, and are updated on any new operational policies or procedures. Training is conducted by local managers and supervisors. Our teams have consistently met requirements from transit authorities and police/sheriff's departments, in all of our markets, including Florida, for vehicle inspections and driver training and testing. We would institute our vehicle cleaning program to maintain the appearance and cleanliness of the vehicles along City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 47 of 123 01.11 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII with the safety and health of the passengers and drivers. The management team has access to our proprietary management dashboard to view operations in real-time and regularly monitors the drivers' performance. Circuit will offer these tools and data reports to the project team at the City, to maintain quality control, transparency and monitoring for future improvements. Additionally, Circuit uses a scheduling software to keep the team connected, manage shifts, and enable local management to efficiently manage the local team Our training program specifically covers: • Safe operation of an electric vehicle Efficient operation of an EV, maximizing battery efficiency Advanced cleaning procedures Safety guidelines and policies • COVID19 advanced safety and cleaning policies and procedures • Customer service and passenger relations • ADA regulations and operations • Use of the Driver Mobile App • Communications policies • Emergency procedures and plan • Accident reporting/procedures Circuit also provides ongoing training / retraining and conducts performance evaluations. Our teams have consistently met requirements from transit authorities and police/sheriff's departments, including in Florida, California and New York, for vehicle inspections and driver training and testing. Along with the initial training program, monthly and quarterly management ride-alongs specifically focus on customer experience. Additional staffing lead time is roughly two weeks for hiring and proper in -car and classroom training. Circuit currently has 75+ employees in Broward County that are available to fill in any gaps or decrease lead time while we hire local staff from the City of Hollywood. I.34. .11 Certifications In addition to our vehicle maintenance certifications, our teams also hold certifications in WAV / ADA sensitivity training, as well as the National RTAP (National Rural Transit Assistance Program) Certification, which is part of the FTAs, "2 The Point" training and certifications around ADA and Sensitivity, Defensive Driving, Distracted Driving, Drugs and Alcohol, Passenger Safety. Additionally, We have staff that have completed PASS Training - Passenger Assistance, Safety and Sensitivity. We also have our vans inspected and permitted with Broward County as Vehicles for Hire. [.34.2.2 II:::)iru.aig ...11....estiiirig and II......IIlkriiirn 1.3't indaird Circuit recognizes the requirement to enroll the company staff in an FDOT approved drug testing program and have a supplier of such services available. Currently in Circuits Hollywood Sun Shuttle operation, drivers, due to the type of vehicles, are not required to obtain a CDL or to complete FDOT certification as the vehicles are all under 16 passengers. Accredited Drug Testing works with a local LabCorp facility at 3700 Washington St. in Hollywood. Circuit has obtained pricing and details to enroll the staff into the program, and is willing and capable to complete that requirement. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 48 of 123 iT.*1 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 LIMIT 135. Firm's Qualifications and Experience Using teams of W2 Drivers, Fleets of 100% electric vehicles, and an on -demand app, Circuit has provided over 6M rides. As detailed in Section B3, Circuit is an experienced operator of Micro -Transit Services. Circuit will provide its turn -key micro -transit solution using a fleet of Ford EV vans and electric Polaris GEM e6 NEVs to meet the transportation, traffic reduction and sustainability objectives of the City of Hollywood. Circuit's services can be expanded quickly, to implement the expansion of the service as set forth by the RFP. Circuit's existing Hollywood, Florida Sun Shuttle service has proven to be cost efficient and effective in tackling the mobility challenges in the community. As referenced in Section B3.1, Circuit has over 11 years of experience as an established national leader in the on -demand, first/last-mile transportation industry and an experienced operator of fleets of EVS and NEVs. Currently we operate 40+ services across nine states. We are experienced in operating under COVID 19 restrictions and guidelines to ensure the health and safety of our riders and staff. We have a fleet of over 190+ electric vehicles, a team of over 340 EV trained and W2 paid employees, and a local team of over 92 employees in Broward County and 164+ in South Florida. We're one of the few providers with experience operating numerous electric vehicles as part of the same fleet. For more information on our technology, operations and maintenance experience please reference section B3. Vendor/Contractor Capabilities. Our corporate team has extensive experience in planning, designing, implementing, reporting, and maintaining NEV micro -transit programs and has operated programs similar in size and scope to this RFP, including fare -based systems. Our high customer satisfaction ratings and high demand are a testament to the superb customer service provided by our driver ambassadors and management. Within the last five years, we have operated similar on -demand shuttle services using all -electric vehicles in Florida under contract with government entities in addition to the Hollywood Sun Shuttle, including nearby locations like Fort Lauderdale, Wilton Manors, Pompano Beach, West Palm Beach Downtown Development Authority, and Palm Beach County Convention Center. We additionally have a contract with Brightline to operate first/last mile on -demand services around stations in West Palm Beach, Boca Raton, Fort Lauderdale, Aventura and Miami. Circuit has operated services across the US, including in FL, CA, NY, TX, NJ, NC, MA, IL, and CO. As the City of Hollywood is familiar, Circuit has been most successful in first / last mile gaps and providing an enjoyable and safe rider experience. Our service model encourages riders to avoid using single occupancy vehicles or private rideshare services that add congestion and pollution, as is aligned with the RFP's desire for a sustainable. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 49 of 123 PI_*? DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII 1.3 5.1. I1,4 e ii g IIS Ibo r h oo I[.::.:]ect rlii c VeIhide 0I1. e it � ii in s & i a i iri tern are C eI[:::::>� I� rii rm Ce As mentioned above, Circuit is the largest operator of neighborhood electric vehicles and has a growing fleet of various electric vehicles available in South Florida. We have Standard Operating Procedures, maintenance schedules, and operational expertise specifically for these vehicle types and their use in on -demand micro -transit service. Our experienced maintenance team is certified with Polaris Industries (transitioning to WAEV Inc.). For more information on our experience operation and maintaining these vehicles please see Section 3.6 Vehicle Capabilities. [.35.11.3 Ifir.r°o......11...ii°ansit joeiradun s IC:::::xper.enc:: Circuit's growth is largely due to its successful operations and satisfied customers. From technology, management, training and operations, Circuit's full suite of services are best in class and offer the highest levels of quality for this type of service. Circuit maintains rigorous quality controls across all of its operations. Along with a dedicated, responsive and local staff, Circuit's national team is readily available to handle technology improvements, vehicle enhancements, customer service, impact measurement and grant writing. The dedicated team and quality of service is what sets Circuit apart from other operators and will continue to offer the highest level of service for the City of Hollywood. Circuit, with its subsidiaries including Eco Cab LLC and South Florida Free Ride LLC, has operated on -demand micro -transit since 2011. Our on -demand services have included door to door and point to point services within a specified service territory. Circuit has experience operating these services for comparable cities and scopes of work focused on residents, guests, and commuters. Our on -demand service and mobile app make it easy to request a ride to local destinations, including shopping, restaurants, events, nightlife access and various appointments. We have the policies, procedures, and hiring and training standards in place to launch new markets and operate with a consistently high level of service, with specific attention to customer service. In our experience operating in South Florida, we know that extreme weather events such as hurricanes and flooding can be a seasonal occurrence. We have been able to manage flooding issues related to recent king tides and maintain appropriate levels of service. We have experience dealing with these issues and have an emergency plan in place. Circuit's technology allows our team to be agile in its approach to addressing any disruptions or changes to service levels. Circuit's team has been recognized for its efforts as an innovative neighborhood electric vehicle solution. In December 2019, Fast Company highlighted Circuit as the "Electric vehicle ride -share company that won the trust of cities without 'disrupting' them".4 The team has also been featured in The NY Times, Business Insider, Forbes, Fox News, ABC, NBC and a number of other publications. Circuit has been the recipient of numerous awards like: Alonzo Award for Mobility in San Diego, Vendor of the Year Nominee - Palm Beach Convention Center, Clean Air NY Champions Award, Lamplighter Award for Best New Service in San Diego, Rulebreaker Award for Startups Changing their Industries, 2018 Gold Medal - Ad Club of New York, Outdoor Media Plan of the Year, Gator 100 Award (#20), and numerous others. 4 h • www f m n m 44n h w- hi - ri-v hi -ri - •h r - m n -w n= h - r - f- i' i -wi h - i r in - h m City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 50 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII i ,r st�tlb Ir��rwV�ii��If�lwcl�Y n),)v Aj r WK a rN"r Circuit was accepted and completed the URBAN -X Accelerators program where it received an investment from BMW/Mini and access to international mobility experts. Circuit has also completed the Los Angeles Cleantech Incubator(LACI)6, Civstart7, Leading Cities' and AWS Smart Cities Accelerators. The team recently closed a Series A capital raise, welcoming a strong group of new investors. Circuit's team has been asked to speak/participate at events like CoMotion Miami, LA CoMotion, Association for Commuter Transportation International Conference, Safe Streets Summit, Electrify Expo, LACI's Transportation Electrification Summit, SmartCities NY, 20-20 Cities, Civic Lab, and the UCLA Arrowhead Conference on Transportation. [: 11a 4..... Co it sir nu iriii [:::::x . erlieiinc Circuit's team has participated in local events such as Hollywood's Candy Cane Parade, St. Patrick's Day Parade, ArtWalk, Hollyweird, and in other service areas; Fort Lauderdale St Patrick's Day Parade (annual), Broward Complete Streets, Food Deliveries in Hollywood for Feeding South Florida, and Cleaning Up Clematis in West Palm Beach. We do regular familiarization tours with media and meeting planners in our City Programs. We also donated a vehicle towards the recovery efforts for first responders to use during the Champlain Towers relief efforts. Along with events, Circuit stays actively engaged with our riders via the app, social media and publishes regular newsletters. Circuit has built a great base of over 10k local riders that we regularly send local newsletters to. This engagement has kept our ridership high and our riders informed of local events, happenings and businesses. HollyWeird Branding Partnering with Feeding South Florida to assist with Food Deliveries in Hollywood during Covid 5 httpsalwww.urban-x.caml s . haps:: www.civstart.orn/ e htt_ s:/�, (leadinacities.ora(accelicity/63clbbb3a-23ad-ft572-87r_f-2377dfdf76�e City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 51 of 123 PT.^V DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C 1b) I T Circuit vehicle donated for Champlain Towers Relief Efforts in Bal Harbor, FL. BILVAIMIq Community Throuqh conillectivity, A, C-1 I,. III. --n I_'1, pl.A s g,PP—b., bnd arr eseibPu-hon-d,,tti 69 y.,,I doap On. d1h. vuays ure a&,- It- saf na,90b.nhdrs . pbt! eranueresc J.-, the W I..l t.,.— V. ,.,k .,h vId sw,meut ate; ." P ,1y by pi 1—l"g --a- to -id-1 ."j —1— aR_ Hi,,Wand - n d --l— of sh— V.., supp., i r." ciuit 3.pp,i . bzyb,,U.,. Ity signing aur 1.aex at S,ppW _&, -k- . paw. ,,a.. i.gz1he, by p.—in; --r- x Iranspddakifin JJ,.t -1, Ih, enw,an—t and our w-ituPly By &,acsng Circuit T,,'ne not only rn k- Y"', daily .,, ,., tut y.'. ais. h.1p,rg,.d,.e emhssion.s -d greenrm ..ild '.',r ry-. Let Cffrcuitt Mke You Vwru� SPnId.y. February Mh .. ... .. . riff. It,. doj, p.,,y MI faarvnE frae r,,,,, f -d -d mare, Sunday. M.P.h 12th: HaRymad kin Co -1 t, H-),ywabd a annuvi p- arJ festival ApnI I t, and Sundy, Aprd 2nd V, XjI I., —Prig Iz HOI—d B..d, B—d-k! Eqq d '—fAOd vaeszeruu surrourvdd W,y .,,. v '" b- Claes -drinks, and t-1 Sample Newsletter to Hollywood Riders, February 2023 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 52 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII As indicated in Section B1.2, Circuit regularly surveys its riders to learn more about the service and improve the quality of our offerings. Additionally, as indicated in Appendix 1.1, many of our riders are willing to add their names to a statement in support of our services [.35d d11I1: ast IF:Ir'Deet Il:::"::'A eiAiiemnce..... II......IIdIIIyW00d ��:�u.1i1 ShUtfle fl ulturii Slhigjttllll III°°idill ywood, Type of Service: On -demand micro -transit services Contract Term: April 2019 - Present Nature of Services: On October 17, 2018 the Hollywood City Commission passed and adopted Resolution No. R-2018-335, authorizing the execution of an agreement with Free Ride, now known as Circuit Transit Inc. (" Circuit"), for circulator services to and from Downtown Hollywood, Hollywood Beach, and the City's parking garages for an initial one-year period with the option to renew for three additional one-year periods. The service commenced in May 2019 and has been renewed for each of the additional three one-year periods. The coverage area includes Downtown Hollywood and Hollywood Beach and consistently experiences high demand. This program began as a self -branded service and has recently opened for third party advertising. The coverage area includes Downtown Hollywood and Hollywood Beach and consistently experiences high demand. The City named the program "Sun Shuttle" which began as a self -branded service and has recently opened for third party advertising with a revenue share to the City. This program has exceeded the City's expectations, doubling ridership at an estimated 70% of the cost of the previous trolley system. This program has continued to operate during the pandemic as an essential transportation service. Annual ridership has grown every year (including during peak Covid lockdowns in 2020). The service launched as free and at the April 2021 renewal we were asked to implement a $1 per rider fare to control demand, and ridership held steady. At the April 2022 renewal we were asked to increase the fare to $2 per person, ridership has remained strong. Circuit - Hollywood, FL Sun Shuttle Ridership Monthly 2021-2022 rt�arw�rrr y VYsirtdaa,+, e e' i11VIu � p Ci uil Adds $1 Fnrw". hA—h 2021 Hollywood Sun Shuttle Ridership by Month Jan 2021 - Dec 2022 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 53 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII This program started as a fare -free service and recently introduced a nominal $1 fare and $1 price per additional passenger. We have seen no drop in ridership as a result of fare implementation and have actually seen an increase in ridership since, with shorter wait times and an increase in operational efficiency. "Thank you and Hollywood for making it possible for our vulnerable Seniors to remain safe and healthy" - Memorial Senior and Family Services In response to the COVID-19 outbreak, Circuit has adapted to provide mutual aid to the Hollywood community. Beginning in April 2020, Circuit partnered with Feeding South Florida, who have been supplying to local food banks. The three food banks involved are Liberia Economic and Social Development Inc., Community Enhancement Collaboration, and Cruciform Church. These organizations assembled boxes of donated food to be distributed and our drivers picked up the boxes and delivered them directly to the homes of the most vulnerable without access to transportation. The Hollywood drivers made 1,092 deliveries to at risk members of the community. Nature & Type of Vehicles: all -electric Polaris GEM e6 Circuit vehicles in Hollywood FL with Sun Shuttle branding Drivers in PPE, delivering grocery boxes during Covid 1:: 5.2.2 Past. RI"oject..... 1:::::RC:::.D 'IIV''t111111111110°°° Sahli IIII' iioego, CA. Type of Service: On -demand micro -transit services, fare -based program Contract Term: 2016 - present Nature of Services: In 2016, Civic San Diego and the Downtown San Diego Partnership selected Circuit to operate the Free Ride Everywhere Downtown (FRED) Circulator. The program has received national attention, community support, and extended funding. In its first year of operation, Circuit served over 140,000 riders, maintained wait times below 6.5 minutes, created over 35 new jobs, and saved 96.3 metric tons of CO2 emissions. Since then, Circuit has improved its technology on the vehicles, added a pooling algorithm to its app, used the data to enhance operations, and has saved 325 metric tons of CO2 emissions. Circuit provides over 25,000 rides per month and is on track to do over 280,000 rides per year. The City has funded the service with Circuit also selling third party advertising at a revenue share to the City to offset costs of operation. Circuit operates 15-20 vehicles in the market, depending on demand. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 54 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Nature & Type of Vehicles: all -electric Polaris GEM e6 Circuit's vehicle in San Diego CA [.35.2.3 , � c li li ii � � II I�:: a s t IF:r iroj c I[::::: l� ii.6�..:� ire �; e Please reference Appendix 3 and Appendix 4 for more evidence of Circuit's relevant project experience. )d L.. West IIID: �r ururiu IFFaPt::t::Illru,W Project Manager: Teneka James Phone Number: 516-833-8873 Email: tjames@downtownwpb.com IIV;IF ur° i1 Ilhu� t IIII iii un rr, Project Manager: Jean Carlos De Jesus Phone Number: 786-561-1656 luauiumtiiiurmll.�tium III I:'feadllh, CA. Project Manager: Sean Crumby Phone Number: 714-374-5348 Eoirirnll4attuirw IIII'IFer dll i, IIF'llll, Project Manager: Jeff Lantz Phone Number: 954-786-5580 Gaaurdlcurms II dlllllll °°° IIII')dllliurril IlBeadllru, IF"Ili Project Manager: Whitney Pettis Phone Number: 561-622-2115 Additional experience City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 55 of 123 (rlI f, DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Gus Zambrino, Assistant City Manager, City of Hollywood FL They are experienced and professional operators that are part of the community and provide a fun and convenient customer experience. Circuit's team has been a pleasure to work with and have been great at building local support. Andria Wingett, Assistant Director of Development Services, City of Hollywood FL Circuit Transit is always responsive and has adapted to Hollywood's changing needs; during the initial set-up, ongoing services and especially during the COVID pandemic. Carolina Galleguillos, BS, CDP, Memorial Senior and Family Services, Hollywood FL Thank you and Hollywood team members for making it possible for our vulnerable Seniors to remain safe and healthy in their homes. Our seniors so appreciate the fresh produce during this Pandemic. Sandra King, City Spokesperson, City of Pompano Beach FL You don't have to drive anywhere, you don't have to look for a place to park, you just jump on the circuit vehicle and go where you want to go. Ashley Medeiros, Destination Services, Discover the Palm Beaches The Circuit team is ALWAYS a great partner to work with. They are attentive, flexible, and hospitable! Luiz Aragon, Commission of Development for the City of New Rochelle, NY Circuit NR is a terrific community partner committed to providing safe, reliable and sustainable public transportation across New Rochelle's downtown corridor. As we continue to see increased real estate demand across New Rochelle and as our once -in -a -generation downtown redevelopment continues to move forward, we believe Circuit NR's electric on -demand shuttles can play a pivotal role in connecting our community to innovation, technology, arts, culture, schools, open space and our local businesses in an environmentally efficient way. As we see increased real estate demand across New Rochelle, we believe Circuit NR's electric, on -demand shuttles can play a pivotal role in connecting our community to innovation... and our local businesses. Misti Kerns, Santa Monica Travel & Tourism They're electric, they're open air, and they're fun. As that started to pick up and we started to hear good comments about it, we thought it might be a good option for some of the hotels. Their service has transformed our visitor and resident experience for short distance local travel. Their vehicles are always clean, new and fully stocked with our visitor guide, map and materials. Their drivers are always well informed on the destination, clean, uniformed, and friendly. I can't imagine partnering with another provider for our electric transport needs, so great for this beach environment. Reese Jarrett, Civic San Diego Civic is thrilled to have played a part over this past year, in reducing congestion and decreasing the carbon footprint within the downtown community. Betsy Brennan, Downtown San Diego Partnership Since FRED's introduction to San Diego in 2016, Circuit has become an integral part of Downtown's mobility structure. It provides residents, employees, and visitors a free, green, and enjoyable way to traverse Downtown's neighborhoods while also mitigating congestion and parking issues. Mathew Sandford, Senior Director Economic Development, San Diego EDC City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 56 of 123 270 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII In a region as dynamic and diverse as ours, the ability to easily get around is essential to our economic health. Micro mobility options, like the FRED program in Downtown, provide one tool in the economic development toolkit by addressing the last mile dilemma. Businesses of all types and sizes benefit when workers have options for getting to work, and patrons have easy access to goods and services. In short, the FRED program makes Downtown more accessible and is a model that could also benefit other communities in the San Diego region. Marisa Mangan, San Diego Association of Governments (SANDAG) Circuit's neighborhood electric vehicle shuttles in downtown San Diego are a great example of how shared mobility services can provide efficient, convenient, and emission -free connections within a community. Services like Circuit directly support SANDAG'3 bold new transportation vision for the region which includes implementation of Mobility Hubs served by a wide variety of Flexible Fleets. 136. ADA Compliance Circuit has ADA compliant vehicles. In both the proposed operation plan, and any alternative option, Circuit proposes one (1) Ford E -Transit EV Van to be available on standby for ADA requests; this vehicle will be able to move between zones as needed. Additionally, Circuit would provide the City one (1) Polaris GEM e6 ADA vehicle available on standby for ADA requests at no cost as this vehicle is a part of the branded existing fleet. For more information about vehicle accessibility please reference the B3.6 Vehicle Capabilities section above. Circuit will craft a service that is available for all users. Having done so already in other markets, Circuit will be able to provide a trusted option for passengers with disabilities. The drivers are trained to be accommodating to everyone looking for aride. Riders with disabilities have the option to request an ADA vehicle with a loading ramp. This request can be made through the ADA accessible app or by flagging down drivers. More information can be found in Section 2.9. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 57 of 123 971 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII 67. Maintenance / Recovery Plan As stated in our Vehicle Maintenance section in Section B3.7.1, our in-house mobile service maintenance technicians are able to quickly respond to needs, and also adapt vehicles for the market. Vehicles are regularly maintained using rigorous checklists created in conjunction with the vehicle manufacturer. Typically, vehicles are inspected every 4,000-5,000 miles and the condition of filters, brakes, etc. are tracked and replaced accordingly. Additionally, data is shared about the cars' performance in order to forecast future maintenance needs. As it does with ridership, Circuit takes a proactive approach to planning future needs. For more information on our vehicle maintenance processes please refer to Section 83.7.1 Vehicle Maintenance. Access to Additional Vehicles Given our nearby operations, specifically in Fort Lauderdale, Pompano Beach, Wilton Manors and South Florida in general, we are readily able to supply additional electric vehicles on short notice on an as -needed basis. In the event a vehicle needs maintenance, our on -staff, GEM -certified technicians can typically be in the market within 20 minutes. If needed, a new vehicle can be brought to the market, or for events, within 2 hours. We have 52 vehicles within Broward County, and 79 within South Florida that are Circuit owned and therefore we have immediate access to this fleet, including spare vehicles in our Fort Lauderdale market. While Circuit has found great value in using GEM (WAEV Vehicles), Ford eTransit EV Vans, Tesla and similar EV Sedans, we have built our systems for the electric vehicle types to be interchangeable. Circuit has almost 4 years of experience operating a micro -transit service with up to 13 vehicles. We have and would remain committed to keeping the service operational through challenges that can occur. We have a robust preventative maintenance plan and certified maintenance technicians on staff to respond City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 58 of 123 979 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII quickly (typically can be on site in under 1 hour) to diagnose and most times make any repairs or replace components on-site. In any event that a car needs a longer repair we have a large fleet in the area to send a replacement vehicle typically within 1-2 hours. Circuit is prepared to fulfill this requirement and is committed to avoiding service and operation disruptions. More details are provided about emergency management, risk mitigation, vehicle maintenance, customer service and operating procedures in Sections B3, B3.7, B4 and B5 B8, B.8.1 and B.8.2. O "The Contractor must also provide a response to this scenario: A vehicle breaks down in the middle of the afternoon (weekday) and the current outside temperature is 95 degrees Fahrenheit. The vehicle has a mixture of passengers: elderly, middle aged, children, and infants. Explain the Contractor's course of action that would be taken." Circuit has extensive experience operating a high volume of shuttles moving tens of thousands of people every month. We are also contracted by Brightline Trains and have a response team for any disruption to train service where we dispatch EV Vans to move train passengers between stations if the tracks are temporarily closed. In the event of a vehicle breakdown, first and foremost we ensure that all passengers and staff are safe and clear from vehicular traffic. If an emergency response is needed we would call 911. We would direct all passengers to a safe area out of the heat, direct sun or inclement weather to wait for another vehicle to arrive. The driver of th disabled vehicle would then communicate with their supervisor to dispatch another vehicle to pick up the passengers. Direct communication via phone, text or a company slack channel ensures a quick response. For a disabled vehicle we have technicians nearby to diagnose and often repair on site, otherwise for larger repairs we have an account with both a local tow company and AAA if a vehicle needs to be transported on a flatbed trailer. Circuit is prepared to handle service disruptions and emergencies and has detailed its emergency management, risk mitigation and operating procedures in Sections B8, B.81 and B.82. B8. Risk Mitigation MEMOMMum The Emergency Action Plan is designed to provide Circuit with a management tool to facilitate a timely, effective, efficient, and coordinated emergency response to significant events affecting our locations and our employees. Emergency management consists of four continuous stages: Mitigation This stage includes activities designed to reduce or eliminate risks to persons or property or to lessen the actual or potential effects or consequences of an incident. Mitigation measures may be implemented prior to, during, or after an incident. Mitigation involves ongoing actions to reduce exposure to, probability of, or potential loss from hazards. Measures may include analysis of hazard related data to determine where it is City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 59 of 123 273 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII safe to relocate temporary facilities. Preparedness Preparedness is a continuous process. Preparedness involves efforts at all levels to identify threats, determine vulnerabilities, educate and train the employees and identify required resources. Preparedness is focused on establishing guidelines, plans, procedures, protocols, and standards for planning, training and exercises, personnel qualification and certification, equipment certification, and publication management. Response Response includes activities that address the short-term and direct effects of an incident. It includes immediate actions to save lives, protect property and the environment, and meet basic human needs. Response also includes the execution of emergency operations plans and of mitigation activities designed to limit the loss of life, personal injury, property damage, and other unfavorable outcomes. As indicated by the situation, response activities include applying intelligence and other information to lessen the effects or consequences of an incident; increased security operations; and continuing investigations into the nature and source of the threat. Recovery Recovery incorporates the development, coordination, and execution of service- and site -restoration plans; the reconstitution of operations and services; treatment of affected persons; additional measures for environmental and economic restoration; evaluation of the incident to identify lessons learned; post incident reporting; and development of initiatives to mitigate the effects of future incidents. Risks Risk Level: H,ML Offerors Mitigation Plan Safety of Riders H Rider safety is the most important thing at the Circuit. Circuit realizes that many factors go into this including drivers, cars and operations. All of Circuit's drivers go through both criminal and driving record background checks. This is required by the company's insurance provider. Beyond the background checks, each driver is vetted by management before being hired. Upon starting, the driver fills out and signs safety forms, goes through a training process and is further evaluated while driving and not. Additionally, management regularly monitors feedback from riders via app ratings, email feedback, etc. The drivers are also instructed on what to do and who to contact during any potential emergencies. Circuit also maintains the cars using the best practices established over the company's 11+ year history of clean safety. The cars are City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 60 of 123 97A DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 61 of 123 275 inspected daily, preventative maintenance is performed to make sure everything is up to the company's standards. Additionally, older cars are rotated out once they've reached a certain mileage or fall below the company's high standards. Additionally, the GEM cars 25 MPH maximum speed, along with calming traffic, also does a great job to reduce the risk of a serious accident. Operations is the foundation of safety. Starting with the training, drivers learn how to operate the cars, safely pick up passengers - or get help for unruly patrons that should not ride, make sure all passengers are using their seatbelts, and more. Also, the drivers are instructed when to halt service. In the event of bad weather or other factors that may lead to unsafe conditions, we halt the service. Management is also able to monitor driver behavior and locate driver whereabouts using Samsara bi-directional dash cameras and our proprietary backend dashboard. Additionally, each driver is equipped with a company phone, fire extinguishers, first aid kits, and other necessary equipment. Safety and H While the drivers do not handle the personal belongings of the Security of passengers, every driver is encouraged to look around the car to personal make sure no one has left anything behind. In the event that belongings something is left behind, the driver (if the passenger used the app) of riders and is able to call the last rider. If the rider does not respond then drivers management is alerted via our internal messaging platform, Slack and belongings are held until someone claims them. If the app is included, passenger history is available to management to contact passengers as needed. Management has set up areas in all of its locations where drivers can safely store belongings, keys, phones, etc. Heat, Rain, M Weather can be a common concern in South Florida and Circuit has Flooding, weather extensive experience with these issues in Hollywood and across challenges South Florida. Management and drivers are in close contact and will halt services in the event that inclement weather leads to unsafe driving conditions. Safety is always a top priority. In the event of severe weather, Circuit takes the cars off of the road and stores them in indoor parking garages. Should space not be available, the back panels, rooftops and any extensions are removed from the cars to secure the vehicles. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 61 of 123 275 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 62 of 123 During King tides, flooded areas are avoided. Drivers can contact riders requesting in those areas to notify them that the area is not passable. Circuit can quickly add important alerts to our app so when you open the Hollywood location a timely message pops up prior to requesting a ride. Maintaining a H Circuit uses its experience, data and marketing knowledge to stay reliable, ahead of factors that might impact the schedule of service. consistent Understanding traffic patterns, bridget and toll timing and demand schedule of levels allows the management team to deploy the appropriate service number of vehicles at any time. Additionally, contingency plans are in place and replacement vehicles are available in nearby Fort Lauderdale, should one of the shuttles be inoperable. Also additional drivers are available on call and in Fort Lauderdale should one of the drivers call out sick. Circuit always keeps backup drivers and backup cars available in order to maintain a consistent schedule of service. Maintaining H Circuit uses qualified, 21+ , W2, paid hourly employees and vets qualified them heavily before hiring. This, and maintaining a comfortable drivers workplace is the key to retention. Driver retention is a factor that the company is proud of. There are happy teams in every market of service and retention rates remain high in Hollywood at -94%!. Additionally, Circuit uses Homebase - a scheduling software - to keep the team connected, manage shifts, etc. Lastly, if using the app, all of the drivers receive feedback from passengers allowing management to adjust and improve accordingly. Keeping vehicles H The key to keeping vehicles operational is regular service, proper operational charging/storage conditions and staying ahead of problems. With a fleet of 100+ vehicles, Circuit has developed many systems to keep the vehicles operational. Additionally, Circuit has developed a close relationship with the vehicle manufacturer that lead to national fleet pricing, extended warranties and priority maintenance. Vandalism or M Unfortunately, Circuit has dealt with vandalism in the past. Theft theft of vehicles and vandalism are always concerns but the team does everything it can to prevent such instances - locking cars, storage facilities, cameras, routine spot-checks and more. In the event vandalism or theft takes place, Circuit will use its data and schedule to determine the exact time and place and who was working or was the last to work. From there, all incidents will be reported to local law enforcement and the company's insurance providers. Vehicular H Fortunately, Circuit has a very strong safety record with few accidents with incidents to report. In the event that something happens with other City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 62 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII automobiles, automobiles, cyclists or pedestrians, the first move is always to see cyclists, if anyone needs medical attention. If so, medical help will be sought pedestrians while immediately. The drivers are also equipped with fire extinguishers, on route first-aid kits, etc. From there, local law enforcement will be called to the scene. After such events, Circuit's management will contact insurance providers and all parties involved in the incident. Circuit can also use data from the app to determine when the accident took place and how to mitigate future issues. B9. Local Vendor Preference As detailed in numerous sections above, Circuit, since launching the Sun Shuttle in 2019, has continued to maintain a local office, multiple facilities for parking and charging the fleet work with local businesses, and has built an amazing local staff, consisting of 74% who are proud to call Hollywood home. We work with, provide service to, and promote many local Hollywood based businesses. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 63 of 123 977 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C U I T B9.1 Local Hollywood Presence M MeMO _99SMP SUMM RY A MEMBER NAME: f(111'11(,V�"�, C014PANY NAME: TYPE OF WORKSPACE. SEAT 01 OF SEATS. � PRIMARY LOCATIOW 13MIdtown ClSouth Beach 13MiMo DCotonut Grovec'dHollywood START DATE. INITIAL TERM. YL CONTACT DETAILS. #Phone *Email , ,w. I : � Ct SORO MEMBERSHIP FEES., Mqnthty Recurring Fees., Workspace: Mail: Sales Tax @ 6,7% 1kPAg y Total Monthly Fees: S-21."'PS 1'4 Service Fee,,$: Conference Room: $30/hr Included Hrs/ Month: Z , B&W Print/ Page: $0,10 Color Print/ Page: W4Q Scan/ Page : $940 COMPANY SIGNATURE: MEMBER SIGNATURE:, w3ro m6anlmkftowo, South Beach mfmn Coconut (�rovo, %outh Mww" IHollywood Lease for office space in Downtown Hollywood since July 2019 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 64 of 123 P".1 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T CITY OF HOLLYWOOD TREASURY SERVICES DIVISION LOCAL BUSINESS TAX CIRCUIT TRANSIT INC. 777 S. FLAGLER DRIVE SUITE 800W WEST PALM, FL $3401 Please contact us with any changes or corrections to your information. CUSTOMER ..911VICIE: Should you have any questions regarding Local Business Tax or need to update / correct any Information related to your Business Tax Account, please contact us by phone at 954-921.3225, by email at businesstax@iiollywoodfl.org or in person at City Hall, Room 103, 2600 Hollywood Blvd. Please send ail written correspondence to: City of Hollywood, Treasury Services Division, Attn: Business Tax, Room 103, PO Box 229045, Hollywood, FL 33022,9045. NATURE OF THE BUSINESS BEING CONDUCTED IF CONTRARY TO ANY LOCAL, STATE OR FEDERAL LAW PURSUANT TO STATE LAW, LOCAL BUSINESS TAX 15 LEVIED FOR THE PRIVILEGE OF DOING BUSINESS WITHIN A CITY'S LIMITS, AND IS NON -REGULATORY IN NATURE. ISSUANCE OF A LOCAL BUSINESS TAX RECEIPT BY THE CITY OF HOLLYWOOD DOES NOT MEAN THAT THE CITY HAS DETERMINED THAT THE EXISTING OR PROPOSED USE OF A LOCATION IS LAWFUL., ISSUANCE OF A LOCAL BUSINESS TAX RECEIPT DOES NOT LEGALIZE OR CONDONE THE NATURE OF THE BUSINESS BEING CONDUCTED IF CONTRARY TO ANY LOCAL, STATE OR FEDERAL LAW OR REGULATION. 71111S IS NOT A EMIL. DO NOT PAY. BELOW IS YOUR LOCAL BUSINESS TAX RECEIPT, PLEASE DETACH AND POSTTHIS LOCAL BUSINESS TAX RECEIPT IN A CONSPICUOUS PLACE AT YOUR PLACE OF BUSINESS. 2022/2023 LOCAL BUSINESS TAX RECEIPT Business Name: CIRCUIT TRANSIT INC. DBA: Business Locatiow 1740 POLK ST Business Category, TRANSPORTATION Classification: Courtesy Auto/LIMO/Taxi Tax Basis: It - 40 VEHICLES/VESSELS Account Registration #: 89075385-2023 Expiration Date: 9/30/2023 Tax Rate: $510,00 Current City of Hollywood Business Tax Receipt City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 65 of 123 279 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Circuit has for years and continues to work with multiple local Hollywood vendors including: • Circ Residences - 1776 Polk Street • Costa Hollywood Beach Resort - 777 N. Ocean Dr. • Golden Touch Auto Spa —1625 S Federal Hwy • RAV Communications —1518 Garfield Street • World Tire Inc. - 1215 N Federal Hwy 610. Pricing Circuit offers a turnkey service with all -in pricing, which includes vehicles, staffing, insurance, technology, management, maintenance, data reports, marketing and grant writing support. Circuit understands the City's desire to offer a low -fare service to residents, visitors, and commuters in Hollywood as defined by the RFP in reference to the three MTZ zone areas. As desired, we are proposing that the service continue to have a $2 per -trip rider fare. The only additional fees or costs not included in the price template would be any special services that take place outside of the regular service hours, such as events, in which case an hourly rate of $30/hr for GEM cars and $40/hr for EV Vans would apply for event services. Circuit is often willing to donate its services for local causes and City needs. Please note that pricing options are all flexible and Circuit hopes to work with the City to explore these options and/or a combination of these options to craft a solution that benefits the needs of the community. Pricing can be reduced via fare and advertising revenue generation and/or by adjusting service hours, types of vehicles and quantities of vehicles deployed during certain months of the year. As Detailed in Section BU, our proposed operating plan was structured using the details from the RFP. This option is broken into 3 different MTZ zones and is designed to operate 8 hours per day, 7 days per week, for a total of 56 weekly Hours. Ourpricingis broken out in the Bid Form Format, provided with the RFP in Section C2 beiowand attached. It's important to note that Circuit's pricing is all-inclusive and structured as a turn -key operator. Our pricing includes setup, on demand rider and driver apps, monthly data reports, vehicles (Electric Vans and GEM cars), maintenance, management, drivers, training, parking and charging. The pricing for our proposed option is available in BID Form Pricing, using the structure preferred by the City. This pricing is broken out by zone and Turnkey Soiution Reveriue Genwratior Admini natve City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 66 of 123 Fnipluyee Management Fleet InfraSVUCture rechnn�ogy f+ ff DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII includes a discount for guaranteed advertising revenues. Circuit understands that the City would like to split advertising revenues as 50% of net revenues. Circuit is willing to guarantee the bulk of these revenues upfront and then will discount future months if 50% of the net advertising revenue is greater than the guaranteed portion. Knowing we have local businesses as sponsors and more that are willing to sponsor we're confident that demand from advertisers will continue to grow. Base year pricing details showing full costs, discount from guaranteed ads, Monthly Fixed Cost, and the expected fares to be returned to the City via the fare program. With all of these options Circuit is willing to provide an additional GEM NEV ADA vehicle to be available on standby for additional ADA requests, at no additional cost to the City. Please Note: The view below is only to provide more information. The Monthly Fixed Costs for our proposed option (56 hours/week, 3 zones) is available in Bid Form Pricing, Section C2 below and attached to the response. MTZ-1 (Hollywood Beach Zone) Total Number of NEV Cars 1 Total Number of EV Vans 1 Total Vehicles 2 Weekly Hours of Operation 56 Total Cost/Month $19,986.40 Discount for Monthly Advertising Guarantee -1400 Monthly Fixed Cost MTZ 1 $18,586.40 Expected Fares Returned to City -$3,049.17 Expected Monthly Net Cost MTZ 1 $15,537.23 MTZ-2 (Historic Downtown Zone) Total Number of NEV Cars 1 NEV + 1 Standby ADA NEV at no charge 2 Total Number of EV Vans 1 Total Vehicles 2 Weekly Hours of Operation 56 Total Cost/Month $18,031.28 Discount for Monthly Advertising Guarantee -1400 Monthly Fixed Cost MTZ 2 $16,631.28 Expected Fares Returned to City -$3,049.17 Expected Monthly Net Cost MTZ 1 $13,582.12 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 67 of 123 01.11 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII MTZ-3 (Hillcrest/Washington Park) Total Number of NEV Cars 0 Total Number of EV Vans 2 Total Vehicles 2 Weekly Hours of Operation 56 Total Cost/Month $23,598.40 Discount for Monthly Advertising Guarantee -1400 Monthly Fixed Cost MTZ 3 $22,198.40 Expected Fares Returned to City -$3,049.17 Expected Monthly Net Cost MTZ 1 $19,149.23 Circuit's pricing will adjust with the hours needed and as more hours are added, the service becomes more cost effective. If the City would like to add additional hours for events, even pricing will be $30 per hour for GEM Vehicles and $40 per hour for Van Vehicles. Please reference Form 2 for Pricing. OWN offlromm;*� Alternative Pricing Options are Detailed below and also available in Circuit Alternative Pricing Options Attachment and these options are further explained in Section B.1.2.2 above. Alternate Option A Hours Per Week 79 Total NEV Cars (3 Zones) 4 NEV + 1 Standby ADA NEV at no charge 3 Total EV Vans (3 Zones) 4 TOTAL VEHICLES Total Monthly Costs (3 Zones) 7 $76,011 Monthly Discount for Ad Guarantee (pre total sales) -$4,620 Monthly Fixed Rate (3 Zones) $71,391 nual Fixed Rated (3 Zones) i Monthly Expected Fares Returned 1 $856,695 -$12,921 Expected Monthly Total Cost to City (3 Zones) $58,470 Expected Annual Rate (3 Zones) $701,643 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 68 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Alternate Option A is based on the existing hours of service. This option increases the total hours of service, compared to the proposed option and hours identified in the RFP, by approx 41%, while only increasing costs by approx 22%. Alternate Option B Hours Per Week 79 Total NEV Cars (3 Zones) 4 NEV + 1 Standby ADA NEV at no charge 5 Total NEV Cars (3 Zones) Low Season 2 Total EV Vans (3 Zones) Peak Season 4 Total EV Vans (3 Zones) Low Season 4 TOTAL VEHICLES (Peak Season) Total Monthly Costs (3 Zones) Peak Season 9 $96,475 Total Monthly Costs (3 Zones) Low Season $76,011.27 Annualized Monthly Cost $86,243 Monthly Discount for Ad Guarantee -$5,390 Monthly Fixed Rate (3 Zones) $80,853 Annual Fixed Rated (3 Zones) $970,236 Monthly Expected Fares Returned -$15,075 Expected Monthly Total Cost to City (3 Zones) $65,779 Expected Annual Rate (3 Zones) $789,342 Alternate Option B is based on the existing hours of service. This option increases the total hours of service, compared to the proposed option and hours identified in the RFP. With this option, Circuit will add additional GEM Vehicles to the Hollywood market for the 6 busier months of the year and then will remove the cars from the market during the other 6 months. Circuit will cover the costs for adding and removing the vehicles and will cover the carrying costs of the vehicles not in service, at no expense to the City. Based on the current volume of riders, Circuit feels it's necessary to add additional vehicles to the market. Alternate Option C Hours Per Week 79 Total NEV Cars (3 Zones) Peak Season 4 NEV + 1 Standby ADA NEV at no charge 5 Total NEV Cars (3 Zones) Low Season 2 Total EV Vans (3 Zones) Peak Season 4 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 69 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Total EV Vans (3 Zones) Low Season 4 TOTAL VEHICLES (Peak Season) Total Monthly Costs (3 Zones) Peak Season 9 $96,475 Total Monthly Costs (3 Zones) Low Season $76,011.27 Annualized Monthly Cost $86,243 Monthly Discount for Ad Guarantee -$5,390 Monthly Fixed Rate (3 Zones) $80,853 Annual Fixed Rated (3 Zones) Monthly Expected Fares Returned $970,236 -$22,612 Expected Monthly Total Cost to City (3 Zones) $58,241 Expected Annual Rate (3 Zones) $698,895 Alternate Option C is based on the existing hours of service. This option increases the total hours of service, compared to the proposed option and hours identified in the RFP. With this option, Circuit will add additional GEM Vehicles to the Hollywood market for the 6 busier months of the year and then will remove the cars from the market during the other 6 months. Circuit will cover the costs for adding and removing the vehicles and will cover the carrying costs of the vehicles not in service, at no expense to the City. Based on the current volume of riders, Circuit feels it's necessary to add additional vehicles to the market. Furthermore, Circuit will set up a new pricing model that will adjust rider pricing by zones. For example, a ride from Zone 3 to Zone 1 might be $4, but a ride within Zone 2 might be $2. This dynamic pricing model will also be structured to incentivize larger groups and increase efficiencies. If selected for the contract Circuit looks forward to working with the City to create solutions to address unbanked riders and Circuit has various options available for the City to do so. 1. Circuit accepts street hails and does not charge riders for flagging the service down. 2. Circuit's app accepts prepaid cards, so a user can purchase a prepaid card using cash and use this prepaid card to credit the account. 3. Circuit can work with local businesses or government offices to "sell" promotional codes to riders to pre -load their account with funds for rides. This is also a feature that Circuit can offer businesses to be able to pre -pay for blocks of rides for their employees. 4. Circuit can work with the City to create a dial -in dispatcher system if needed. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 70 of 123 pl.rl I DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C UIT C. Completed Forms and Certifications C1. This Submittal Checklist Confirmation 11 Sup mi iittal Ci~" eckI i st C o nf i rala fion, 1. Formsand Certifiloations (Complete,d) ED 21- TWs Sobmittall Checkfist: Coirwfinnafilon Bid Form (Pricing) EJ 4. Veiridur Reference F0117W, 5Hold Harn"Oessand lriderrinily Clause 61. Noon -Co USion Statement 7. Sworni 'Slalemen,L, , Robfic E nifity Crimes 9 Cerlifi,cationg Regarding Debarment 9, OrLfg-FMe WO(*,PlvICe Program 10, Solicitation, Giv ing, and Acceptance 11 W-igi(R,Pquestfor lbxf),ayeirldentitfcatj(,iin) 0 12. Certifficale(s) of lirisurance that meet the req0rennerTts of the #SPECIAL TER MS AND CONDITIONS section, E 13. Proof of Stale, of Florida Sunbiz Registration (gip 13. Acknowledgenient and Siginature Questionnaire VAII 13, iternis we, Indkided in Mricuil's, res1r,.)onse Conifirmed by: Mama Jason Baglby, itw Partner, Companyircult Transit, Inc. Signature: 'Response required City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 71 of 123 01. V DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 I R C U SII C2. Bid Form (Pricing) ® CONFIDENTIAL Bid Form Exhibit C is also available as an attachment EXHIBIT C CITY WIDE MICRO -TRANSIT SERVICES PRICING SHEET NOTE: Creative/optional pricing is encouraged and welcomed by the City and can be submitted for consideration in addition to the pricing below. The hourly rate for special events should NOT be included in the totals below. Base Year: Micro -Transit Zones Monthly Fixed Rate Total 12 Months Number of Vehicles $18.586 $223,036 MTZ-1 Hollywood Beach Zone 2 Vehicles (1 NEV, l EV Van) $16,631 $199,575 MTZ-2 Historic Downtown Zone 3 Vehicles (IEVVan+INEV+l Standby ADA NEV at no Charge) $22,198 $266,380 MTZ-3 Hillcrest/Washington Park 2 Vehicles 2 EV Vans) Micro -Transit Service: $30 for NEV N/A Special Events $40 for Van Per Hour TOTAL BASE YEAR: $57,416 1 $688,993 17 Vehicles Notes: • Monthly Fixed Rate includes a built in discount for guaranteed advertising revenues, as described in Circuit's response. • Circuit will include an additional GEM NEV ADA Vehicle into the fleet, on standby to handle additional ADA requests, at no additional cost to the City. • Monthly Fixed Rate Does not include expected farebox recovery. Based on Circuit's estimates, the monthly net costs to the City, after farebox recovery would be: $15,537 for MTZ-1, $13,582 for MTZ-2, and $19,149 for MTZ-3. Expected annual net total of: $579,223 Option Year 1: City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 72 of 123 PIT^, DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Micro -Transit Zones Monthly Fixed Rate Total 12 Months Number of Vehicles $18.586 $223,036 MTZ-1 Hollywood Beach Zone 2 Vehicles 1 NEV, 1 EV Van) $16,631 $199,575 MTZ-2 Historic Downtown Zone 3 Vehicles (1 EV Van + 1 NEV + 1 Standby ADA NEV at no Charge) $22,198 $266,380 MTZ-3 Hillcrest/Washington Park 2 Vehicles 2 EV Vans) Micro -Transit Service: $30 for NEV N/A Special Events $40 for Van Per Hour TOTAL OPTION YEAR 1: $57,416 $688,993 7 Vehicles Notes: • Monthly Fixed Rate includes a built in discount for guaranteed advertising revenues, as described in Circuit's response. • Circuit will include an additional GEM NEV ADA Vehicle into the fleet, on standby to handle additional ADA requests, at no additional cost to the City. • Monthly Fixed Rate Does not include expected farebox recovery. Based on Circuit's estimates, the monthly net costs to the City, after farebox recovery would be: $15,537 for MTZ-1, $13,582 for MTZ-2, and $19,149 for MTZ-3. Expected annual net total of: $579,223 Option Year 2: Micro -Transit Zones Monthly Fixed Rate Total 12 Months Number of Vehicles $19,051 $228,612 MTZ-1 Hollywood Beach Zone 2 Vehicles 1 NEV 1 EV Van $17,047 $204,565 MTZ-2 Historic Downtown Zone 3 Vehicles IEVVan +1NEV +1 tandby ADA NEV at no har e $22,753 $273,040 MTZ-3 Hillcrest/Washington Park 2 Vehicles 2 EV Vans Micro -Transit Service: $30 for NEV N/A Special Events $40 for Van Per Hour TOTAL OPTION YEAR 2: $58,851 $706,217 Vehicles City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 73 of 123 01% DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Notes: • Monthly Fixed Rate includes a built in discount for guaranteed advertising revenues, as described in Circuit's response. • Circuit will include an additional GEM NEV ADA Vehicle into the fleet, on standby to handle additional ADA requests, at no additional cost to the City. • Monthly Fixed Rate Does not include expected farebox recovery. Based on Circuit's estimates, the monthly net costs to the City, after farebox recovery for Year 2 would be: $15,925 for MTZ-1, $13,921 for MTZ-2, and $19,627 for MTZ-3. Expected annual net total of: $593,703 Option Year 3: Micro -Transit Zones Monthly Fixed Rate Total 12 Months Number of Vehicles $19,527 $234,328 MTZ-1 Hollywood Beach Zone 2 Vehicles 1 NEV, 1 EV Van) $17,473 $209,678 MTZ-2 Historic Downtown Zone 3 Vehicles lEVVan+1NEV+1 tandby ADA NEV at no 'har e $23,322 $279,866 MTZ-3 Hillcrest/Washington Park 2 Vehicles 2 EV Vans) Micro -Transit Service: $30 for NEV N/A Special Events $40 for Van Per Hour TOTAL OPTION YEAR 3: $60,322 $723,873 7 Vehicles Notes: • Monthly Fixed Rate includes a built in discount for guaranteed advertising revenues, as described in Circuit's response. • Circuit will include an additional GEM NEV ADA Vehicle into the fleet, on standby to handle additional ADA requests, at no additional cost to the City. • Monthly Fixed Rate Does not include expected farebox recovery. Based on Circuit's estimates, the monthly net costs to the City, after farebox recovery would be: $16,323 for MTZ-1, $14,269 for MTZ-2, and $20,118 for MTZ-3. Expected annual net total of: $608,546 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 74 of 123 012. DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C UII T C3. Vendor Reference Forms .. . J 0 i , M. AMAUSIM City of Hollywood Solicitation M RFP -045 -23 -SK Reference for: ci� ans ne Organization/Firm Name providing reference: Organization/Firm Contact Name: Title: Email: phone Name of Referenced Project: Contract No: Date Services were provided: Project Amount* Referenced Vendoes role In [9// Prime Vendor 0 on Project: Subi:onsultant Would you use the Vendor &/Yes r3 No, Picase spocRy In WkkinW again? comments City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 75 of 123 PI.V4, DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C U I T VENDOR REFERENCE FORM CitV of Hollywood Solicitation #: RFP -045 -23 -SK Refei-eme, for- Circu it Trans it, Inc. Organlizatioii/Flirm Namev praviding reference„ Organlizatioii/Flirm Corttact Nainne� Email„ Nainne o'f Refeirenrced Projject: Date Se'rvic'es were provided:: West P al ni 16 e a c h Downtown Develtopme nt Authoirity Teneka Sainies, Title: As,srjaintf- F` eciifiiivt IDiirer.frrr Tjarfies@*111,jwntownVVPB.iminiii C4xuflt Downtcun lelert Palm IB,earb October 20120 - Present Refereixed Veinidoii's role, in Prime Vendor Project - Would you use th,e Vendor 0 Yes againi? Plipoijie: 561-833-8873 Contract No, Project Aniourit, Approx. $350,00(W year ❑ Subcontractor/ Subconsultmit No. Ram� spe6iy in additionaM comirnants Desci-ii pt lion of seivices pHrovided by Vendor (provide additioi)all sheet if necessary): �ri-Dern and, Ellactric MidblldtyShlftde Cervices for IDowntown West Palm Beach Please rate youir experience With the Vendor Need lifinprovemeint Satisfactory Excellei-A Pp4i,cable Vendor's QuafitV of''Service' a.Respoinsive 11 13 El b. Accuracy 13 13 El c. IDeliveirables 13 El Vendor's Orgainizatioin; a., Staff expeertise ❑ El El 13. Prof essjoinatism 0 13 V El c. Staff turiioveir 0 1:1 El ThmeInness /Cost C'ontirol of - a., Project 11 11 r_1 %A �El 13. IDeliveraNes 0 1:1 u El Addliticiial Cominnents (pi-ovide additional sheet if ine"Cessairv): ,orporate staff pirofessucma[-s,rn is Excel"Ient. some newer drivers don"t lknow the area as weill as sorne of the eair[eir drovers. ****THII5 SECTION FOR (ITY USE ONLY"'* Verified via,. Enmilk El veid:)al: I EiI Maik E] Verified 13y, Name: Title: De puartmieint. Date;: City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 76 of 123 leff DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T City of Hollywood Solicitation M RF"11I-P1111--0.4-5-23-SK Reference for:Circuit T n i= in. Organization/Firm Name providing referencw Organization/Firm Contact Title: Name: 44 _d te Email: Phone: q5zl-, z ... . . ... ............. Name of Referenced Project:�-2111 Contract No: '-' 2021-44 ................. Date Services were provided: Project April 2021 - Present Amount: $750,688 Referenced Vendor's role in 10", Prime Vendor ❑Subcontractor/ Project- Subconsultant Would you use the Vendor VYes No. Please specify In additional again? comments Please ,'-Yate your experience" Need Satisfactory Excellont Not Applicable with the Vendor Improvement ertclo!,��q�dijy of Service .. .......... a, Responsive❑❑ b. A c cu r a c V c. Deliverables 0 Vendor"s Organization. aStaff expertise ❑ b. Professionalism El 13 c. Staff turnov er ........... . . Timeliness/Cost Control of: a. Project "_""_"`.......... . ............-..... ....................,_ 0 . .-.......... ...6.DeiIverabIes mems (provide addikional she-e-t-.i-f.,n.e-ce.ssary..)-:1--l.-.,-,� ............ .......... ... . . . . . . . .. ............. ..... ..... . . . ......... "'*"*TIIIS SE(3'10N roti OTY USE (MY"'" Email. 11 - � .... ...... . In Mali rl .. . .... . .......... ...... .. ........ ... Verified by: Name: ' ------ - — - - - - - D t ,�Par ment: Date: City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 77 of 123 291 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Cloy of Hollywood Solicitation, p. RM -045,43 -SK, Reference foo Wcott Tri Inc. rgarttzetio niFirm Manrrne providing referwe'rice. 60411it Tri t rid* LLQ; ..,. Grgarriizationi"FFJrrrn Contact 1nd'e. md��rw:Joan Jesus Ulwtor of Mlobi. h arni cnt Referrern ed Project, Last Wile EV'Shuttlas Contract IN o, Date Sici wet provWeri„ Project November f � !P ° � f m. _. Affwu nt iw it ....w. -.. Referenced Vendors raft In Prime Vendor Subcontractor/ projewct. ubcon suftant Would you, use the Vendor 30 Yes 0 filia. Pierduit-:apa�i#jrw firm adrultio u aqui n? tri: IPeWiptNcrrii 0 WyjFgj prranwrixied by Ocrr (provide adds ici nei sheet it i.&.A i nde Nermir si1luittem sill w'ces to �6-tip sk'a Yl ilii,, ._ ww®,iiuc nan L arnnmente tpro wrne eaenxrearjr Srreew ix rnecessaryy. pr cywtdv a.,. i.Or, kt Ind n or qDeSit 5,. T h e w 0'e exii de fnri f au itis work .ih, an kra°ig it r.r1i w0f) evWviniq mitt r, -i. r~jsi V ari fIeci WeI trrueni leiri�e�i �I IP�eii. I'll„ Verified lirm 'Tiitle: I�errn�; D41pertmertnt .Date City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 78 of 123 ploy, DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C L) I T C4. Hold Harmless and Indemnity Clause 4, Hold Harmless and Indemnity Clause " 1" An 0110 0('101,17lolly, defoold and I'loW "'lle rnoy (")f l iooywool 4% Ww"Awl al"10 AppOrlled Offkiois' rlktr logr q ra0d, aY trill, oqirl amrlloll l a(.1,1011 w I (JIF44, ro dqi Oisfi afivo pf ocelolditlq$' CWMK' dilirn Ago, 14044rw'i, nrAlAlresi , 9 4169, C0611F. Of art ry lki,,nd wheffiev aogll�'ll par4A to 1110 �tolft of Adlivdiesar �Ohlowrllllq 11"le 4."ampialjork l acttptanino and; hi an(yrn�anri'kv' d9rll oriIiidWAtfl�y' Muted, occagri(nad oil evottlibuIltd to on whldlo or, m part by Ireas,arr of art act, arrat or orrorsnllon, faull, or, MeqlIqlance wheo.'I'lletr accrVe or pasa'rve t)y Mt, ca"MMAC1,01" 'of allydne ar"111,1,9 andel lts d1i achon, control, at on, Rs beruJf in connecton with or l rio&nt �,o its parlortnance, c! Ime, ccuiltract *41eospr corifirtn (3orMcmed by; Nairnv�� Jazion Bagilay, TAO'l� Pairtn�er Circuit Tranaft, Int, ti . . ..... . .lllnrltrra. ...... . ... . . City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 79 of 123 01611 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C L) I T C5. Non -Collusion Statement 5. Nom-Colluision, Statement 1, beiing firrM diull�,&%va,,nn, depo%@, rhat- A, Flei'she iis ain auVnio6zad repremen,Lafrvp 0 the Cornipainy t1hp 1P�Irojprjse,�r Inat ftas 9 ubirnilted the afti PrOW4 B ha& been fi.Ay inkinned iiagarding ibe pieparabon and ounte,rAs othe wtacteid .11141 ryf ",1111 pwrtnenP, nmrcurnstan,ces rie!.asdrdlq ,C Suctii Picipia,,;ai is geirijurne and is niocollkiasiftmn crit sharn Pmijpiiijisai; D NaPier tri,& sriikl 13rrjpns4.,,,,ir nor arii,, crt 4& afficers, cyavinieiis, agents,', eirrip1jayees 01, pafSn in inWri�A, il'I'di,vdirig Vits a'Mi"WA haS wl"i, 8vv mly coOluded, coivspu,reid, connived or agreed, 61rad[y orindirecdywAhi ary, other Pifaposer, fil"111, Dr jpersorttr) sijt,prrhi� Dir Projpr,)tv,,,v1i iiin fuii which ohie: aftachrid Propos&l, fro be+an subgrRi.ed or [a, refraiiii)hom oiii crjnnc,�i.,,,fiori wiln sA ucfi c"Icintrac, 1, Or rias, iirr any rinaniner., & recliy cm ii rdini sloi.1911V, by 4"M V")a,,IIu8iIO4 Irm 0,,r '11vith arly (°�Iifflper ROPI)ser. , Burn of pes,ani to fix thie pirk.,-f,b0rPhICLI'S, prollit fj,r i eferr�,ienit of whe parvo pfice, or Ole 'A r cuirif,�A r) , � fjfllre,� �)f �jy oft A , it 1,,in area , ai"1) ari HciiIyYR.x)d ujr ayny peimm iivieieMed an thi.-,, i)iopA.i:ERd Gaintrad, amil 17. 'ifie, price or prices [fUiDifed intia artathed F:Iicp,aq4 afej� laa and propeir and are niM tairiieW by ariy orflkksion, cirunspivacy, conrijvaoine or fhe r,`aarr uO the Pi opiraser cis � ziny of ds ageni1s, i owners, ei nfialoyees, or pzrties in, rirniaeaesi. mictiuding tir,,m _41ease cuAym Confirmed byi Raime J'ason Bagley Partneir ('.ompany Circuit Transit, Inc. ............................... . .......... ..... . .... ........... .............................................................. s. "q &gmiatuie: ----- acv 'Response required City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 80 of 123 294 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C U I T C6. Sworn Statement... Public Entity Crimes SWORN STATEMENT PURSUANT TO SECTION 287.133 (3) (a) FLORIDA STATUTES ON PUBLIC ENTITY CRIMES ► lall -.IN 10191:4011 ang ragagro] F.11 W-1111 1111001131 rAM MILANO 01 LVA I I I IN 12 2240YA Iii This form statement is submitted to the Cit of Hollywood by ��vo V for C,kacl.%) tf kT- ........ . ...... (Print individual's name and title) (Print name of entity submitting sworn statement) whose business address is and if applicable its Federal Employer Identification Number (FEIN) If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement. I understand that "Public entity crit-ne," as defined in paragraph 287.133(1)(g), Florida Statues, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid, proposal, reply, or contract for goods or services, any lease for real property, or any contract for the construction or repair of a public building or public work, involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misinterpretation. 1 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in an federal orstate trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. 1 understand that "Affiliate," as defined in paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime, or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5 1 understand that "person,"as defined in Paragraph 287.133(1)(e), Florida Statues, means any natural person or any entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts let by a public entity, or which otherwise transacts or applies to transact City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 81 of 123 295 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C ILI I T business with a public entity. The terms "person" includes those officers, executives, partners, shareholders, employees, members, and agents who are active inj management of an entity. 6. Based on inforrnaflon and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Please indicate which statement apphes.) Neither the entity Submitting sworn statement, nor any of its officers,, director, executiv'es,, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 19891. The entity submitting this sworn statement„ or one or more of its officers, dlirectors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity, or an affiliate of the entity has, been charged with and convicted of a public entity crime subsegment to July 1, 1989. - The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are, active in the management of the entity, or an affiliate of the entity has been charged' with and convicted of a public entity crime, bort the II Order entered by the Hearinig, Officer in a subsequent proceeding before a Heairing Officer of the State of the State of Florida, Division of Administrative Hearings, determined that it was not in, the public interest to place the entity submitting this sworn, statement on the convicted vendor list. (attach a, copy of the Flnal Order). I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY !DIENTlIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND THAT THIIS FORM IS VALID, THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHII'CH'IT IS FILED. I ALSO UNDERSTAND THAT t AIM REQUIRED TO INFORM THAT PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.0i17 FLORIDA STATUTES FOR A CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. (Signat Sworn to and subscribed before me t�h lay of is F030TIM W, Or produced identification . .... Notary Public -State of mion Comm Iexpires y V ('"Type of � YU4�111"" A�_ VAP jl��1,2021 - (Printed, typed or stampeV commissioned name of notary public) eCl (P 0 F: City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 82 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C fill T C7. Certifications Regarding Debarment 7. Certifications Regarding Debarment, Suspeinsion, aiinOther Ronsiibil Mattlers "The I cert fies Ifiw l ard IIs pi-Inurials Awe nol lomsendy Martel snpmdemd, poposed fuer ck,,l mnefigUje, ser�lenced Ma OmW 0 FNeW IMMMS 4n RON V FWwol Mijrl, njweq,,mj hansactions by ariy Federal depaflinent ui� agency� Ham mw WM m a Mm& pagood pifecebing aims appfiii.,adoiiii Won coruded of 01 hal to onvill YWgmmd rmdemMqWW Mi br corrilnissbin iDf fral u a c0mlna,11 wmffense in cof inectlan,w.1h In'b4alrAing, atleinl�Pofhnq Mnbtalin, im., jprarfcn'r(fling a rjuiAir �,Fedeual, cuY' or apmuacM unidch as pbk.qof Feidew cfl utlSwkanrilnw, slMftsoo 4mnrnlaslix of embudela? MAuqej b0a, WMMOn or, luq rt..o0flA�, nlakoinql stftl)P.imet4l�, 011 rccefflng i"IIIJI&'11 Pfujpi",fly, M M pMaVtly MdUee.] I,Y'f,,4 N'll(I'llin"Ally Jfd,w, 11 Illy chjai'f,'�ed by eintity vwdmw Me Ax WGM) WWI CWTUISMon of any �,0 thp, g If F41 M:s, en ii P emli-id In pair rig rapii (b) M VhIs bo'Alficaboll W'A l rv.,owithir, o 1,1,vrip yrjll' pir,Pcr,,xjInq Ohs applaMon had one or rnme qw0c Vanswoons (1FLmJe4al, stfakv, , or Ikair. rl) torl"1111in"Ale'd f, , cx causta, ui 6,&IaLIM VJNoose oyoofirm Cunhaned by� Name boon Bagley *Response requied City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 83 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 I C8. Drug -Free Workplace Program A 0rw;NId C,dam 'f'VF fmmy„krp^r�enry�.oh'A dar,gya„rV.lwa ffku rkrr.iwy tloIf, ars f'aVkpUar ip9 11C$��,rV "rrr tllip�u� V'IV VaIO"rr9e i9rmMO M MF meV U10kf whe'a'rw jWra;„ #vI WW VV 01 mr pfAA hf°a p99cr rymr,raMyr, Qarvrs ;WuvK0 Vaa.v urr rwua, o ehVw rhe aVNxa e or bV any 4wwVj'J wowhimr 4rV f1400.JrprwwmVprf of Mayr crummli w'mai,aw ser nc'p'" a hiO vdrrurMMvN frr".P,a'rr , rfawrk uer d6es khzo 0 has alotVj),E"rmrran[td a bn.wg frfe, vwwprljPba a i. mcpmaulw bi-° Ryro mr pi"'fiuwwuy*rmu2'. o We iamaiol krwm.rr,e'56 R'r I U'diaBrr,rl farm Mflu.ylwAr°yw Vaw No uAOW ht"" 1 011uu^riR rf 4 m'I,asl e of Ifir ked hrP,VcC or% MDVIa ��°r r'hlrj fWO, %afMrwl,fCr' rrCg1,°V-1wPn ward° V ho have a r dug Ire e warhrl C ,ruf aC e p�au uy a ow U fuwaiarune'ss srlav,� f P,,rUht h i ^Aslhurrlr,UM rmxe'ilwy nq' e mpluy as ; 01'rd Shia unkroovkO rM luaouffa ,ILu iF, [bkrfrblLllk wu Ifur,ymrlm°Aurr.p, Isw r.uEAw oP 6 C�ILA lPdhiMd wfw,.k J Aa il, pvn6brka+f 0fu`aps, w><M ftp acv rrir,i(f i`af ru MVWp Ole ar;fu,� p rVr, PP d MH faw N'Aen fI'gi 8mmfl w'°I E II wf � yYr r �� 4rr'fr "W(m Jill'-��b "Mrd a b>d >SI un",G m „j°�>rr��Yll rh tl V>e��0"h 71aG wnq hen 0s)r gees ralmrr raf fte danger'; 0'41114] Y^ b se o fthr armw'�r��,"md r. r d �rmr frl.rswalesss dawa;h1c.°a CA' uraaarrahhu>nq r0rmurg ftee, we di.pr ,,e any araafpabd ,e rlpi.u° raaahr'u Lga)q BVraakrV rY,Gv ra, rraaamT rmm :blmam a Va�.mEwEd, Mr, w %w"A lh arwr;ao arld dhe perf;a;fpa's fhM ,I°aly r,0° onp rwm.r.d iai':on c,,(0p40yf.0DS OCO dN ug k9kAJ5e `mi WJJ1 M IFI 1 ra,a M e'h efYq)I0V"9ma In Whc, w:ar41a9rfr°la➢INO a rtl' C'rrMrirl wMrgal rwruiaar ; hrim .!wm urwa ," r,id a rripy M amu,' ,parirTVllwor rs,l:a&Jfam mmM awmLMrauaprYlrN"r g1 j +f mere 4ruawr at, vkinerA m,fsa w Ifm&k rrm rrulmseca ein if �' rwNAly Owe ellkplm yams 11u'v w, a a wwVl'�fl°1Vvm w o. 'o,,kinq on ffraa n rr,amrra arrWkO &;p9 SfvvI+ rain Rvaa jn'r IuopdcMr Dk"ffB eriphoyee, WfR r7f,TC8d& by w ted rai°a rar, 1, 1'4"m Va,IAfrwyrl"tel"If aaiwo *H111CA'f^y o''at„v h 9 reDgV r r) 'jusgs 0"ITV411,11101 0 rr raf yywauf ly roe noMkma a 40IHV.IadIitl E RD, R* 1 I ,rin,Mfirhph (LLwry (",mvrr�Mfr","e A1,43 rtaw hmr Marry rr,M°migMlen ^s;,rhmiSP"ri° law Mif Ur I, hiwrr°h'�rtl whv� v.w any yaf tPr. frarrw (amr.uMMMMw3 lr Vrrr,>raY;r�PfigAace mhi; DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C U I T C9. Solicitation, Giving, and Acceptance 9. Solicitation, Giving, and Acceplance of Gifts Policy Ye "do "AM"ie ENS" .a10 imtk"ts Me o' a-epW", "0 Gr"" 'No Vuht" O'ce, p'Dyev "I ar, alu"ay, kuld 'F ....... "t Okey, 'V ca'041IRM "r RTIWIWIIIIPI w 00'diwl %hal, "uO ,, "'pf ."V�Idrk+ .A .k"j W fl-, (pMVA iFlJk6d[aO d r41M, 11-0k, r Sid kWM6P UN wnowryrs rail, wo r1i 51"Wo OIVm "KIh yMly ill In"MWI(Ii.0 Mal 016 IOT OV '41 A0111r, 'rellwyrw hv..er gove'"ImM 'Ooow' fx r-wd'dfiW s'(.luld Le rn rue,wct Vqmby 1 pw Wm' pd'hc ,Muq" r'louffin "Hi n�' puo4 r 0"'0.ard oy aprx,41MIk Wd riffM VO tmuq dlpVIIGV IUII1IlVUyi arty prrrwri %�( WhIg vif ll" ar f'osnrn 9z rjy rhV Ga� of HOw lyall itrt ;R' PA pdicv d ifiklb 4 CW*t, �rWvv oft elecfiW or lrt�ld v, xwt florin im"14 "a"n "—pWq -y pifti, M ariy ,lk., Wh,, &-My w eery —0, u rmon taw 11, -01 ly,CkA Tiw ',AO' of F`fair vrhea '�ArrfiWri 0 rpfts' rry rwovsw V"' Vkhw'w kew pmpwry or Hs tEho Tapalgolek w ollNwirbi. D'opetg, ar U "n! r,ar ragr m 9wcrre^uy cy e 'r d'" goorfl, , al o1m, .'5' i ",y,envow �, uq dvbI,,,dr,eFs, (nifirl"1q, ear rwr"'1q, rr dt:A" ho"ela"y KA"' 6hp 'kws' r.� MNl1v !,P t s ad t., r M1, rr fl rIs i" "ve 0", 'o P(nW A"-" 11 0.14 '3e '-% w .,'t "d by p, "so"s f"'I "wint ', a pyre e"'mo"at rv.worrocr rrr rmmIr sada. * (role, pWWIW Nwvwen kli Ama, 'i Ilin n' 'fwv['YAJ' clolucd try Me, pvrmll pinoo''g 0", ieroce&' * Ani ovwo mimwrro (w Mewi rrawarra An '10M"Wrol WV"o MAAkoady prrmd"d hi, Mi. "odlon A,y kxkw,wIL7, wKIw wv,Wrx'vv ka irmvv (urarj ru No* U(vef, 'r gOr pwk' uqkvi pa empkv,ec" or ht"Am VAfrOv mll ba swbm,A b or wwwabon or cor&x� As the 6 ....... . ON!,.ed 4,, e',,qn rhe swaamork 0 e^eerldry lhaMov Nvn ,M .onvpiy Uor AAIr M)s� pdkcy. -.61. .111111 Confirmed by Name: Jason Bagley Tille: Partner Company: Circuit Transit, Inc. Signature: *Response required City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 85 of 123 0161f, Doci Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C LJ I T C10. W-9 (Request for Taxpayer Identification) Form es Request for Taxpayer 0 D r* Identification Number and Certification "ou"'20 sj are of Departir Treasury Internal Revenue Service li Go to vidwirv.irs.gont/Forrid 4V9 for instructions and the latest information. 0 au I Name (as shown on your income tax return). Name is required on this line: do riot leave this fine blank TFR Transit Inc 2 Business name/disregarded empty narne, 11 different from above Circuit Transit Inc 3 Check appropriate box for federal tax classification of the person, whose name is entered on line 1. Check only one of the following seven boxes. Individuallsole proprietor or RI C Corporation El S Corporation El Partnership El Trustiestate single -member LLC ❑ Limited liability company. Enter the tax classification (C=G corporation, S=S corporation, P=Partnersi I Note: Check the appropriate box in the line above for the tax Classification of the single -member owner. Do not check LLC if the Ll is classified as a single-mernber LLC that is disregarded from the owner unless the owner of the ULC is another LLC that is not disregarded from, the owner for U.S. federal tax Purposes. Otherwise, a single -member LLC tha Is disregarded from this owner should check the appropriate box for the tax classficallon of its owner, ❑ other (see instructionsi, i 5 Address (number, street, and apt. or an 777 S Flagler Dr, Suite 800vir 6 City, state, and ZIP code West Palm Beach, FL 33401 name Give Form to the requester. Do not send to the IRS. 4 Exemptions (codes apply stilly to certain, entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption frorn FATCA reporting code (if any) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 11 to avoid L'SocPat secunty number backup withholding. For individuals, this is generally your social security number (SSN). However, fora r ---- T ---- -- ---- -- resident alien, sole proprietor, or disregarded entity, see the instructions for Part 1, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a .............. ........... 77N, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and -Employer idemtiftcadon number Number To Give the Paquester for guidelines an whose number to enter. Fill -__1 F9 _T_Ta1—i FA A Under penalties of Perjury, I certify that_ 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA codei entered on this form (if any) indicating that I a exempt from FATCA reporting is correct. Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are riot required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign signature of Here I U.S. person li Date 111- W02/2021 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormWg. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number ($$N), individual taxpayer identification number l adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. -Form 1099 -INT (interest earned or paid) Car, No, 10231X - Form 1099 -DIV (dividends, including those from stocks or mutual funds) - Form 1 099-KAISO (various types of income, prizes, awards, or gross proceeds) - Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage Interest), 1098-E (student loan Interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Farm i to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 86 of 123 Form W-9 (Rev. 118) Off DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 I R C UII C11. List of subcontractors Circuit will not use subcontractors on this project. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 87 of 123 301 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 I R C fI C12. Certificate(s) of insurance CERTIFICATE OF LIABILITY'" INSURANCE DATE (MWDOfYYYYI w , - 2/1)2023 � THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTEA CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(las) must be endorsed. If SUBROGATION IS WAIVED; subject to the terms and conditions of the Policy, cartam policies may require an endorsement, A statement on this certificate does notconfer, rights to the certificate holder In lieu of such andorsement s). PRODUCER N°ME DT Beverly Weed. Insurance office of America, Inc. 1855 West. State Road 434 PHONE 407.7&a 3fl4Q ac No :407 -7B9 -a93 E nAu Ravewl .Weed ioa a.cT m Longwood FL 327501 E2 019522 EF12V"AQ:9 LACI4 OCC':0.NRRENC.E � 34,C�pq—fI3¢7 INtea-A- American Automobile Insurance Company 21849 ......... ......... ............. .-....�_ __-__ INSURED AM1A�I1rAG-ut INSURER 9: Firemen's Fund Insurance Corndan v 218T3 Circuit' Transit, Inc. INSURER C,, Insurance Company_of the West_ 27847 777 S Flogler Drive, Suite 8001 W„ West Palm Beach FL 33401 INRUR a.o_ Fireman's FtLnd InsuranceComnaOhio -�39840� INSURER E. . INSURER F' t1nVPPAr.,F1q, PI: PTIFIrA.TP Ari IUP4.Fio, Ank,Ia i,Aink PrUIRIntJ All IAARIZIP, THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE. LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,. NOTWITHSTANDING ANY REQUIREMENT„ TERM OR. CONDITION or ANY CONTRACT OR OTHER. DOCUMENT WITH RESPECT' TO WHICH THIS CERTIFICATE. MAY BE. ISSUED OR MAY PERTAIN, THE INSURANCE. AFFORDED BY THE. POLICIES DESCRIBED HEREIN i5 SUBJECT TO AL.L. THE TERMS.. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SIrOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. aurHnarEna PHPSrNTArlvr ADDL SUER . ....._ 06UCY EFF . ...POLICY EXP.... L TYPE OF INSURANCE INIm WWI POLICY NUMBER iMMIDDryYyIn dswov .... ........ ........ ....... LIMITS COMMERCIAL GE:HERAL LIABILITY . Y Y USC IMY4220 E2 019522 EF12V"AQ:9 LACI4 OCC':0.NRRENC.E � 34,C�pq—fI3¢7 ".— .. —._.. iiLaAIM&MADE F)..I OCCUR t,Pit,149I,�'(A4,t�4dACdN9AtTP�h, 3,1 OY.Y�P;4rA2 .,.,. t✓IED CXP IA\NIY Ira paYa'w) $ _ _...- _------........... PERSONAL_&ADV YHJUR.Y 45t_,,nf51p,. CfbCI(p _ —.. G EfitAL ACGRL'ATL S2,000,WIY GEN'LAGrREGATE LIMIT APPULS F"EFT - { _ POLICY I ,PpCCi ..'1 LDL. 'X MRDoycas_ruA4WiL"a&n r, _ _ _ U"t'HER .: $' A AUTOMOBILE LIABILITY Y Y SrV0U9g51 22.111 SON= 51I V2023 C,n'Mi0i6MIHED 81NGLi' IT : S fE}YC�u+dUfYIM L_.�.tirbl'i ��'� _ ANNAUTO AW'Tr'I BODILY INJURY Pw pa .,,} [ `S ALL`u`CI4EUULEO 1 .,.. ............. ........._......_ ,........�.............. .._------------ SCIDI4 Y IH URY I% AIdoho 15 Ix AUTOSAUTOS j"X b'AiA6E 0,K)4..O WNED FARED AU TbH 'Y'` AUTOS PROPLRT Y' IPn IId '.tj, $ . .. ----------------------- S B X UMBRELLA LIAR' ...__._ cwpDure USCO1�271'722U LI =1122 51130'202'.1 LAa2rmL2INC'iDFdIC12ANCE asonourranaT _.._ EXCESS LIIAR ? LAIMS,MADE ... AgGkEUATE $ 5,rNN7,f o OLD 4 REIUdrIDN S. S C WORKERS COMPENSATION Y INFL"IT16725 03 TI1:t4Y22 '2J'112rI2J X MCT OTki• C AND EMPLOYERS'LIASIOT'Y YIN Of 1_5046725 04 31112L_ ANY PROI"RIETORFPARTNENEXCCU'nYL 0fFILERNr MEER EXCLUDED? Nf A Et EA4.__ !ogNI fS9091,9pq .. n Ertk EAIMLOM"EE T tl IYUn,,.,,N.Y If 66M'r 11 w uode ... ... CI✓yts, > G CIM EFkAfICNV,w`.Lu�.lrorw EL.. DISEASE E- POLICY LIMIT , 4'M OOcUDIp D U'n0011114. 'Aur. USOY22608122U tdia,"2022 s;F11112021 E9 f' Gpcuwrw.rma, r,ON NO A4,oga1u fi,r;00000 DESCRIP'PrON OF OPERATIONS I' LOCATIONS? VEHICLES DkCORD I I*, AddkaanJl R—OfsScriiwdula, nna,y brr ateebad f) nlvnv sp..6Ia raquimd) Cargo Liability- Fireman's Fund Insurance Company Pr11Icy Number: USCO16194220 - Eflartive 5113/22 - 5113123 Limit: $100,000- Deductible $1,0001 Sexual Abuse A Misconduct Llablll9y - Underwriters at Llooyyd°s, Landau Policy Number: MEO5144318.22 - E0.ctive 05/0512.2 - 51'13123 Limit: $1,000,000 - Aggregate . $2,000,000 Retention: $10,000 See Attached, rFI2TIrIre.TF' wnt n;:R rANrFI i ATI@TN City Of Hollywood Procurement Services, Room #303 SHOULD ANY OF THE ABOVE. DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE. POLICY PROVISIONS.. 2600 Hollywood Blvd aurHnarEna PHPSrNTArlvr PO Box 229045 Hollywood FL 33022.9045 USA 1838-2014 ACORD CORPORATION, All rights reserveCt. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 88 of 123 01y, DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C U I T AGENCY CUSTOMER ll). JAMJINC-01 LOC #: ADDITIONAL REMARKS SCHEDULE Page ,,,,,,1,,,,,,.of 1 AGENCY NAMEDINSURED Insurance Office of America, Inc. CircuitTransit, Inc. 777 S Flaglar Drive, Suite 800 W, POLICY NUMBER West Palm Beach FL 33401 CARRIER I NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER. 25 FORM TITLEc CERTIFICATE OF LIABILITY INSURANCE Certificate holder is additional insured with regard to general liability on a primary and non-contributory basis as required by written contract or agreement. A waiver of subrogation in favor of the certificate holder applies with regard to general liability and workers compensation as required by written contract or agreement. City of Hollywood is named Adictional Insured with respects to the general liability and auto liability as required by written contract or agreement. ACORD 101 (2008101) 0 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 89 of 123 ON DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C UI T C13. Proof of State of Florida Sunbiz Registration f'h'Paflme"M A 31katf" / Ehvs �'On of / Starch Recurds I Seaj�,h by ErMy Wune I 0"40us Qo �'oa N'r,"M 0rj LJO, A61100, 0a1341 Urcuot varml inc sewch Everal Niuna [Wary Detail by Entity Dialme Florida Profit corporation ciricurr TRANSIT INC, Filing.tett ormatipp Document Number PIBD00018752 FEUEIN Number 82-4586300 Date Filed 0212712018 State Fl. Status ACTIVE LastEvent NAME CHANGE AMENDMENT Event Date Filed 05/17)2019 Event Effective Data NONE PrIncipal.,Address 777 S FLAGLER OR s'rE 600 WEST TOWER WEST PALM BEACH, FL 33401 Mailing. Addruos 777 S FLAGLER OR S'TE 800 WEST' TOWER WEST PALM BEACH, Ft. 33401 Registered Agent h,amw & Addreas MIRRAS, MICHAEL 5318 SW 22ND PLACE CAPE CORAL, FL 33914 OffluorlDirectorDetaU Name Sr Address Title DPST ESPOSITO, ALEXANDER 32 TIMBER TRAIL AMAGANSETT NY 11930 Title OPTS MIRRAS, JAMES 35 GLADE RD E HAMPTON, NY 11937 Title Executive Secretary Bagley, Jason City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 90 of 123 304 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T E HAMPTON, NY 11937 Title Executive Secretary Bagley, Jason 1305 SW 8 Ave Fort Lauderdale, FL 33315 Title Executive Secretary Powell, Brian 777 S FLAGLER DR STE 800 WEST TOWER WEST PALM BEACH, FL. 33401 Report Year Filed Date 2020 07/20/2020 2021 03107/2021 2022 03/26/2022 Q1.52124:�IL_ AN. LWAL. EU2 QR_r E2010+2.1_ IPwEU2_()[U QIULIL4MI _--_A_Nt!UAL_aL'QBI (I,rall 7/2019 Name (jr RERQ Ell. _F City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 91 of 123 305 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T Appendix Appendix 1 - Letters of Support Appendix 11.1 I:Riider II.....etter, Of SLJ�PIPOI`t' 04 SapjXM: f'Cl LVC,A. Servhce�, r, L -1 01"V'r, . 1, uyl 1, 1,, v -1 ,jjr� t P),,W Ir IIT I Y-1 �, idd — ir, our ( f 11—Turit a "a 1: 1 'a, v-, — .'n" I - ;.:: ,=, ft, f. 5" H", l P� ,, m th,W 1 -1.1- 11"C ............. Ll "'le City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 92 of 123 OUI DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Rider Letter Response Submissions: First name Louise Jerry Kenya Pete Doretha jeff Veronica Claudia Kelsey Kathleen Jim Martina Wolfgang Adriana Noah Pamela Dorothy David Linda Wanda Michael Michael What most describes you? Additional Comments Visitor Good service Visitor Resident Visitor Amazing service BT Lou! Resident Great service Resident Resident Super friendly! Resident Resident Resident The drivers are always pleasant and helpful to our tourists Resident Visitor Resident Resident Amazing service BT Lou! Other Visitor Resident Resident Resident Resident Visitor Visitor I used circuit in Pompano Beach and loved it! Circuit is wonderful especially for senior citizens. Your drivers are all very nice. Thank you for this service. She did a great job! City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 93 of 123 01YA DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Wanda Resident Michael Visitor Elizabeth Visitor Nicole Visitor Kyle Visitor Shay Other Jason Resident Erin Resident Michael Visitor Connie Resident, Business Owner Alana Resident Joe Visitor Jerry Visitor jason Visitor Sandra Resident Sandy Visitor Laura Visitor Corinne Visitor Carolina Resident Keri Resident Patricia Resident David Resident Alex our driver was fabulous!! This is such a great asset to the area. It made our trip easy and comfortable. Not only will I highly recommend this to my travel friends, I would be less apt to travel to the Hollywood/Lauderdale area without it. Love Circuit, just another thing that makes Hollywood great! I don't have a car, so circuit is a critical part of my transportation paradigm. Circuit is a great addition to the community! Drivers are always friendly and helpful! A pleasure to feel la€T"M in vacation in my own city! Ralph M was a great very personable driver. We really enjoyed the ride. Steven was a great driver and very informative. Perfect service! Love the circuit! The drivers are ALWAYS so nice and helpful. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 94 of 123 KBIT: DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Zhanna Visitor Niki Visitor Lauren Resident Amazing service! Cant wait to ride again! Tim was Remmy Resident fantastic Elizabeth Visitor Stephen was a great driver. Very informative and fun! DEBBIE Visitor Thank you! Susan Resident Great service mark Visitor great service well run - nice alternative to ride share Sul Visitor Love Stephen! Arielle Resident Circuit is a blessing for me. I dont have a car and im handicapped so im limited in my ability to walk distances. Circuit allows me to go grocery shopping, run errands, and even go to the beach. Im super grateful - we need more circuit everywhere- Protect our Earth from car pollution and continue to offer low cost rides . Thank you Monika Visitor Latoya Resident Latoya Resident Heather Visitor Casual ride. Loved it Alex Resident Isabel Resident Love the convenience. Especially appreciated with out-of-town visitors. Lynn Resident Randy Visitor James Remmy Resident Great service and friendly drivers. Dominic Resident DEBBIE Visitor We are from Pennsylvania but visit Hollywood frequently and love using Circuit City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 95 of 123 Ow DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Tatiana Resident I love it! Wish it was even more encompassing in the Lakes area! Michael Resident Beverly Resident I really enjoy the service its an asset to my life Beverly Resident I really enjoy the service its an asset to my life Susan Resident Circuit provides a vital service for the community! Tracy Visitor Gloria Resident Terri Resident I love the service! margarita Resident love CIRCUIT M Anna maria Visitor I love circuit .we dont have a car while were here very useful to us . Thank to all staff . By the way all drivers are very pleasant . Shanita Resident Tassana Resident I love the circuit it takes me to the beach and activities around the area I love it Dave Visitor Circuit is a wonderful service. I wish the hours were earlier in the morning. Linda Resident Excellent service. Friendly drivers. Tim & Yolanda are great salvina Other Rogelio Resident Is really Good and Nice for the city of Hollywood Rene Resident My family and I live circuit! NINA Visitor I look forward to the Circuit rides and the friendly service every time I visit. It's invaluable! Denise Resident Robin Resident Luz Resident I l000ve circuit transportation. I wish you ran a bit earlier. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 96 of 123 0 CI. DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Kevin Resident Josefina Resident Claude Resident Matthew Resident Tony Resident Tony Resident Dan Resident Hana Resident Leslie Visitor Nan Visitor Bryan Resident, Business Owner John Visitor Dirk Visitor Donnette Resident Raul Resident Ivan Resident Princess Resident Elly Resident Mike Resident Alan Resident, Business Owner Lynda Visitor Kristine Business Owner Isaac Resident This is a tremendous service in an area with a shortage of parking places! Used it many times. We stayed in Hallandale this January and used circuit many times. I would like to see more use of this technology and keep it as a form of transportation in Hollywood as well in other communities I would love this for Washington do Love the circuit. I will be taking it tonight to the beach. Great Service Drivers are always Happy and have a Smile on there face Vehicle always clean Circuit has been a great addition to the Hollywood area and reduces traffic. Keep up the good work! City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 97 of 123 311 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Steven Eric Peter Doug Alex Ian Alana Visitor Resident Resident Business Owner Business Owner Business Owner Resident This is a wonderful additional benefit to coming to visit Hollywood! It's great! City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 98 of 123 0 V, DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T Appendix 1.2 1 etters of Suipport- Appendi)(11.2.1 Water Taxi tarty offIollywood, FIL, 2 5GO l;10Ywood Blvd MOVYWO,Od, FI 2,H020 Oc'�'*qzrr tshniael, Cqy Managrj, I'V1811,11 5-2023 Dear City of Holly'NoOd, to I-evy, My Saqand Daclr,'d Offijcualis, N, INIfiwri Walker, PrQsident of ffie Watai Taxi and a 101rlgtflre bupr�brter of Corcurt a,% an advertiser, business, rodent and mr,-isj gy` portaj)tjy, cornic,,�cfing our WWtor aad ¢ emdenfs to a Pubkc/F,,I,rivWe servroo that is Cleart, We, and reliahle, I arnwntgrp to expess ray Ul Rupport COcut services I'reie ki fjolywood,, Fl and sie,5 fl-e,vaJuaJ)j,@ trenefits As services, prowde I krona First -hong how getbrig arOUnd, Cx)npeclinq to transil and fanding parking can be,- a MrLi%,re t cofrimend Idea city fog' taking progj,es,,;jVe @Cjrons to ad&e8S transpodatkon issuem m an on -der -nand and eco frrerrdly way CwMirf's tie ajrrl has, breena 1.)Jeasure In know and work. with gird have been great W LLIOChrlg JLJC_ad support, CiuAlif'S teair has, focused ori jobs, eGUrIOMic daveiopjreq,jl, and salear In rmir city, Bect6c,c@,rs are coM.-effpcuive equitaWe and 110 it) conibixt 11102, congestion, and remissions probiems wNhwl,kch marry cifies st'_UgWe I se(� great pot&IMW far their servire,.a- toexpand furifier in I lollywood, SOM11 Horieda, and a[ong >farlfart mutes, I )pp ort cjr(,,Lpt rearn and its 8asenral i°ejpdires jj-tM it has been PI Ovirfi"19 alldhoPe thali the OrY 04 HONYWOOd MW COIDUnUe thek mrvica anfj grow to neW afe,m. Keep4j,g �',,Ije Cqc�urt fe,w,n is key for guest; W get around, Wwtn Tqw tuvy srjppDrts jtje Orcuq system YOU PUt M place M: works very wed 'I IlRrik YOLI for Y,cAjr tirroeand,revie"N VVINam Walker Water Taxi, Pi8siderij coro 411 `3'VV'3rd Avem'H w F -I Law'fordaW, FIirridAKAIN, IJ54) 46a,' 66 717 ^ F x P c'-om City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 99 of 123 Oki DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T Appendix 12.2 [DowinU)win [Devdopment Audwrity VVRB irrl NTOWR DEVELOPMENT AUTRONTY (Ay o4f H61YNN,'vd, FL 26"00 Blvd 4-ta:411,yviocwdFL 13,020 Wazir lsl'aaejl, Cqty Ff,bi,tary22, 2023 rWar City offIcAl'y'Wood, Nlayor Levy, City Staff, arW Elected Officols, 1, Teneka Jarnes-Fean--on an"i a long(lime &up-,�cvder of Umuft asan advelimel: and cobboratur tran,F),n, Tor cm"IM)WR r VN'Sll Palfll I WrIllng To expires�"" my am sqvon of mun' servWes how, 0 WN%vod, FL airijd thle, V00"u"libW", beneffts, 4s.,,m"Mcjes l;',)r'(,)vide! I kncmv firsttrkaml how geffing arouind, cx,'xiiirii&,Amg lo, transft and findiln,g j,')arMng 4.�ariu be a .'stru"Ygile I C-u'rY)1'fw,ncJ ftwe c -Ary tcikirn,g 1,>rogreaawe actkxvi tn� oddreoz onma mri an oii-deinaaid etnd eoo-ftw�nidly way, Chms temn has been a pleasure taq, MH'.',rwan&,voi* w4h and halve great at builchng iocal qmrqlei �'ri h")"; fdr'WIA vi'd 9 1111, fi")Vv"" cawrt c,.afin-6,d min oicr r0V Tl'wa eleclur, cars are cost �"M-ectwe' eq.10i"AAe, and h+,flp to conllaat lh,fa �11'ifd emmmms, wdlw,AlfiCh MMY CMP�e d st'O'-q g"JlrcmI nofeinftr.wl for ltmr tr,') H'xr�r.Nlrlft Wher in FkANmmod, WAh FWnda, ard Wig Mod rutdos I SUP[)(Al 011e, C'14CU41 Want and its es5enkal services tot d has bew-w pfovkJ0g a;ar�j hol-,weihflt the C"'Ay of confintie ser'Oce aii kd grow to new areas Thank you W your Urne and review. W We M co= me at jimnf-t- 1%"exli' U11 (A (56 Q131873, Te,n(aN11,6 A Assock,Ve Exelclutive Directior wt-st Pafilqi Bf'-'iu"Jh lhro%�nRrwn Develulpment AxAl'",)1"Ry 3G0 lr3tree,t, 5'6 (4 200 West 11"IajhnBeach, FL, 33,401 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 100 of 123 314 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 Appendix 1, .3 Cityfl I&I a01 Alk tiv _Xl� 0 111 UA , OF Lkn C 0 MI fill Of 40 Go bit k��,e6�m C A M A" n' , FL New Ark, NY Mmbug)'�, PA 5daank-,V4A "Mlupungk."'111' DC February'28,2023, near City of Hollywood,,, Mayor Levy, City Staff, a rid Elected 0 fficl aN, 1, am pleased to provide Mis letter of support for Circuit. As a long firne supporter of transit„ including recently serving as Associate AdininiAralor for Transit Innovation at the Federal Transit AdImliniistratoon, I am, pleased to rww advise Circuit as they continue to grow in tweeting t lie mission of cleaner, connected and thriving coni,munifies. Sate, attractive, and convenient 'transportation is fundlai,nental to conuv,u nity and economicAbrancy Cities are people, -places that thriy,ewhen people can arrive, downtown ainod easily move about it withoulthe need for a privale automobfle. Easy and efficient connections between transit,, parking and, destinations enhance, the, rauallity 01 a place and allow niore, places for people, (and custonn,ers!), whine, reducing the negative impacts of Traffic, stress a n d safety cortcerns 1, conwri,endl Hollywood for, ta ki ng progressive actions to enhance both transportation and the vibrancy of your convirtunity through apt -demand and eco -friendly, services. Circuit's team has beeri a pleasure to know andwork with The are corrimitted to the communities they serve and build strong and authentic Partnerships. They are value -driven, wrfl't azslronq focus on local jobs, economic dlevelapment, and safety. The, ellectr,ic vehicles are clean and cost-effective, helping to, combat the congestion atid enhance equity and access. l see great poteritiall for thew servicesto expand further in Hollywood, South Ronda, and along transit routes: 1, supportthe Circuittearn and its essential services that it has bevi providing and hope that the City of Hollywood wilf corNfiriue their service and grow to new ateag Please reach out if I can provide any additional information. Sincerely Karina Ricks Partne,r kae i na( �)Cftyfi. co City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 101 of 123 315 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C L) I T Appendix 1, 2.4 Billy's Stoine C.rab City of Hollywaod, F1 2600 Hiollywcod, Blvd, HWNw=A if 3X120 CC: VVOAr Ishnnaol, CRy Manager Dmir (`pity of IaIohywond" may('w Levy, (-.'JtY slaff" amens E-.AO(';t0('1 cgfir�aals J! VY1, a long, tOwsfapporter of Circt,W &9, an I 'Opai(' J Wr'6 WflflnW Q,KPfq'3'9'4 rT'IY Rfll EAIl1pC)r1 01 Cil"Mfl lHiN,ori' 08, hEra in Halbylydood,, FL and sea Ow Wable benaMs As semweq Rroode, I Oww Mm"arx! haw 9Wq around, ren mmoding to transit aind fi,,rtdInq parking can buia %W99A AMMMId Me UP W, takiun4 pujgxeAwe aIcflons W addrms traruRip'oo18ffo;n 45005 In m,in ort -a: arnaml and L,,icn-Meaffly way' (AMMI Warn huMoun as pleasnui to Knowan(I work w4l'r„qnd have been gireatFit bul1dInq 11ofal allmn OwulFs lanni has Facusad on jobs, Pronomic dneMpment and =4 In am CA, 11m dmOk CWS am ambeffectiv, eqAaWe and hWp to combal My wqe0an wd afnWslons pmlbleui°a wilti which arany Wes shqWw I we gmed pWenAl liar Met =Wus V) apand RolmOn KA"mof South Rorida,anct Mong lramo.t 1"OlAn I wyart um Ckm A Wam sand Rs assonfial sev,�Jcesthat A ll&s, beeri hrrjwcfing and hoprm tl ial 0 o coy Of I lollyww'.'W WW corsilinue thwir 9firvirm and gmw to new areas. Thar* V,'w fur your firna Find Fevoew, NAME('�ak '41” ............. 'rml E 7�'___ I ........ .................. .................... BUSNESS P apRwWW___ ADDRESS I City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 102 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 Appendix 1, 2.5 World 11 ire Ilinc. (",11y of Holllywcwjd, FL, 2600, Hollywoodl SM,f HoOywaod, FI f3020 CC� Waza IFOrl,inakall, (;ify MwaflQM, Dear C�'Jty of Woltyvw,:lfl, Map)t I'Levy, City Suak,,ainr.1 ar . ..... . . A 0i ara a briq Ume supporterot Orulap ,% arl, �ss rrDy fidl suppoM lA Gtmu,a servu�.eq here tn, HONYWorld, FL and, See Me Vaklable beri,efits, its, serw(,,t„s prtx4de I krTow 11f,,,,,,)w9eftJn9 aroullid, cwv ie1CtInj,,.j w1nanslt arl,dJ findliliq parkkrg r fl, s1ruggle, II carnl000d, MFr OPy Iw 1,aWq po,r")gfemOve acfiorm to address, Iral isporvatioti issLAIIM In ,an on-dernarld n,ndeco-ftierld6y Way Oroji(i.i Warm hag bion a ptraa.;,,ore to kiv)w and work wilh and have been great at buildilq ln,mj mxpp,43rt. C,ircuit's tearyi t1as fi.,acused ori jl*s, econo,nitc dovclopmRnti, and satety ki ouf r,,Ry Tbe rxluWt; Troia, cars, ztre it,'ost-effective, eqiWtable, and [relp'w ct)rnbat Oand ouriissions prckflerlia Mth WN("'VI many CAJeF,x striIggle, I wrangrealt 11otonfiM ko their services lizW la.xpand kirther in, I sollywood, Shall °a Rorida, CO)d Alejinkj, transit routes., I support. [K& Ckrr-LJll 10011 and 11s, ra srmaaVora,I srarwmrras thlril, il haS, [VOW0,119 �Ilhd hope 01al Ole - (Aly of HrAllywoodo fl contillue thek, aeryl<.,,e 'Ind ljmw In new prea%. Thank you for your tin-kFj a.nd rwAow. NAME - ------------ TITLE ...... ...... qq SINES „u (11 apphi. ["i'le) . . .... . .. ...... . . ..... AME)RESS I ro City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 103 of 123 KAVA DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T sell peindix 1, .6 IMairgairftaville 01yof Hoflywo'lad, F f, 28DO Halywood BNd Hdjmmd, FL =29 cc" W."I'zl'r COY Ma"n"ager DO' ("�Ay Of H011YWODd, MR yor 11; -'ivy (,,'jty Staff, a rid DmJed Offict,,'fls, .. . . .......... I arri wmirl�q fx'y exorvxi,s ruY lull -suor.xmi (0i CbvnA grirvboas W I Wpm, FI and son Me valu= Mehra No %ankes pmvide I know brshhand homw g(,.o.RIrrg around, cannedJnq to transA and finding, parking Can be a sl:tuqglie. I wrnmerwd Me dq IN LAQ prolgrasaWn achons, to l5"wr'e's Wrl an Way Cift,]AWS WOO'n haAv been 0 Fileasure in krrowarrd wrirlt,w*,nmncf 1,1,,Ive f)een grti;Faj,.-jt, tj,i,n[rhrjg Ilomal supl',ior 1, (' , irct,J ('s taarn 1"iaslocuised on jol") s' e"c;IrIc�orn ic OVel rtprn,OvA , and SOWW in out ca V Th'B ORCUlacamars OUNWaRecove, awdubb law hwp to Combat c'cngevtion ari,d P' obb5'n I "ro wifli Wh kAl nmny CMOs Ougg IS I aae- gi eal pr'aterl Go I foo 11,1H lW"l V k,'I'vj Wl M"IA Pal rd rljrtrllm01 fO'Alywood,, Sex.A Fk'#jda, and Wong uavl".01 rolaas' I MWPON We sawkwa W o mals provullng arld hc'qlc6 I'hw Ole GOY 0, ffidoymoil WHI r"notinue 1heir ser"Wco SO grow U) new areas Tharik vok,t lirf'ie; and revrew, rJAME ........... . D U SE 1 114 E 'S S 0 f a p P r I cz'l b W ADD RESSI City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 104 of 123 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T Appendix 1,2.7 1 , e 11 ui lb, T ii �k I T i �k i, G G's Doy of lIolJywff,,,)od, FL 2600 Hollywoud Shyd hlollywr.iod,, FL 33020 W: We& Ishmael, My Manager Dam, Ctly N'Hallywocxl, Mayr'wI'Levy, ("4ty SwO, and Eleacted Wlcials, . ... . . . . ... w" as long tin,ie supporter L'.Ir Ch"etit,a% an, V, L kw hy i am womij to expre .ss my fiju support vot Orcull sumhes her In P'l anrl Fee-, fl)o vajlti"A410 he'llefft O"'s se'I'Vi'C'e , J,-" 00,de I know Amid ond haw geWng anxi;W, cormeding In turansft and findling rj�,arkinq be a sbvggle Rn Qfld(PrTTFfl'Id allil W-04flCllflly way, Gbuds Nam has beena pWaswv to know and work pi and have been gwat M WdMg I= suppoff, Orcuit's laRITT4 he -is I'O'C1,154 41 ao davtalopmerit, and sysifiaty iri wr "I'lioa eleGlric c,.,ars are equilablia, and heWla combat Me cwqaWmi and amImms pic,Wems wiIh whic,,h nony Ules sWqgM I see WeM pMeWIM for theO seovictus In, expond Wher in HaNywoodi, 'S,00th Rrxitki, and ah,,.mg Inansil Was, I Support Ifie circafll tem"n arid its essential servIes Vvt A has been ;WdMg and hope Owit qw� 03,ty rat liollywood Wit exaglifini,.to m(ovice an,d cJjruw tcj now ajnoiis, Thai ik You for ycaur On% an,d revieve. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 105 of 123 0 F, DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T Appendix 1, .8 I.Diploirnat Beach Il.Resort (Valet Services) t; icy (Al Hallywom"j, Fl. 2600 -Hollywood BIlvqJ t-lall,ywi:wd, R, 3020 00t5l"HTTWI, Mi5rIN190V Dear Qty of HOlywood, Mayoi L,evyy Uty,910, hand Ekjcte�d Officials, aliir,a lorig firriesupporler O'Circkdt as :An I am WCA"g 110 expfes's MY full stq.1,pust Of ("O'cuit siervk"Ps hefe hi Hollyworid, Fl, and, soe the vaionble boinefttq its iorvirzes provide, 11 know firtt-NOA hiow qo'Wriq oanl " )acting to transOl r,v ild fi(ndkq parkinig can be. a 8ttugqlle, I cuollotmd the i1ty la,r lia,klng pnogre,-113sivo acW,)ms to afJdri,-,ss (,ri,�,,irsportatibn issu", in an ort-Warna� W and ex.,,o- Ir im idly way:, Orcult's luary t)aS t5e(j)n a pliea,.mve to know and wtvk w0i and: have, it)epn greal at buRtling focal 5upp"10, COrCuW"';, marl') ha"', ort 1Ca19.a, aronamic arvd 0 cxir r5lty Tjr,�, cars are equfh"Ible and 17e4p ki We and erNis'd'sions probdoirs, Wi'll"I Which I'natly c4lies struggle. t see, 1))reaq ryolel'160,1 bi, 1110If servicLmi lu &xparl'l I ft,j;rther iin l40"'llywood, soutlh alld aloriq wagIM routes, I supporl O"Ie c1rcuit Wo,1111, and, 03 Lj,.,�,4enhpjl solvics What 11has been, wowding and, lllolx4, 11ho'l 910" (_,,jjY Qt wilt CA)fjljjN'Oe $,Fjj'vjr�fj amgrove to new arew.T, T Jriank you fbo YOLIr U(TIe ffltdjk�V4W, . . . ............... , TIFL . . . ............ . . .......... ..... OUSINES$ 01 i9pplico' ADDRE'SS' 1 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 106 of 123 k Vif DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Ai.)IP E'ndi x 2.1 II:::::eIbIruar y 2 02'13 II......IIdklywood II...)at 14 I,.)urt Below showcases the most recent monthly report of the Hollywood Sun Shuttle. Additional highlights include a $4.53 net cost per rider (Almost 90% lower than comparable micro -transit systems), 148,000+ annual riders, 11,859+ passengers in the short month of February 2023, and 41 passengers per revenue hour. Over the past 10 months of operation, the Hollywood Sun Shuttle Circuit has reduced greenhouse gas emissions by 242 metric tons CO2, saved over 27,231 gallons of gas, and reduced traffic congestion by 182,000+ miles driven (by an average gasoline -powered vehicle). This GHG savings is the equivalent to the emissions reduced by 4,001 tree seedlings grown for 10 years (calculated using EPA GHG Equivalencies Calculators). @CIRCUIT 61304 11t859 I rnida,p;,, un Irani Gynrariu d fow t I wi rnrmth ni Feb f' idck r , in Hrfl [gvwraod �nr thci M7pinth of Feb 14n34 4.897 fiarwr a igrONa Iimn n V'ch AveraW, D�; ver Craw@ ngl u y httrrs://www ena.aovfenergvfareenhou�e-aas-ecsuivalencies-calculator City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 107 of 123 321 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII lop 108.00 to 174.0O ) ,vg OYasgwli kuh , a i day I 1 Ha ltllil7vvl d °Qi y14if= Pl,i+i'44 & P 0 F'!.OClay Of �� mmmmu�mmmu�w�u��uuw w��uuuu�uw 57.00 �IIIIIIIPoioo 00 000000000000000000000000000000000000000000000000000000 000000000000000000 000000000000000000 000000000000000000 p00000000000000000�00000000000000 X0000000000000000 YYIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIII IIIWIIIIIIWIIIIWII��iIM' m',, . o City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 108 of 123 Ok, DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 109 of 123 kvlci DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 110 of 123 324 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T 10,4 pffig City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 1I1of123 325 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C U I T rindkup (DoVi) n( u rt, M,@,, Plan yl, d F. t. ! Ad .Y iAoII��rtnerWJttl ,ii ri,,m onuJ mo,,I, �embrok e LLY Pines/ ,z CID ramar vmtar(kp r,,,,)rkl,,pk 0, Wwo hAhno, oke (END OF REPORT) f A Id 11 11 F r,, I j/ TI ars id E 1. FI,, I drnu rrvk N 4j >ernbroke Pines/ ramar K, 11, 1';' &r Prki I ". 1111urn Piay�,mnd rsu,�P,5 OM COE ,oke �S, City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 112 of 123 T DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 C I R C L) I T INTUF M_ I Appendix 3.11 . I loIklywood Case 13tuidy IILAR�kll THAI,: Hollywood Sun Shuttle 2023 Case Study- Page 1 Cjis,e Sti,iii,4, 2021' Circuit Hollywood "'Sun Shuttle" HOW THESERVICIE WORKS, 11010, ( CA rk$�N�oC,,CXJ .u,r a ti-,GrEd u�E,,,V 10 k,�UA h) :i(i%IdE _ 04Y'�. -iecvi�: I.-,,Jc7o-iLrzria�L reSdelits "'J"ciJ� takes p;deis a� 1 ,j d Flh,M IIJIVGIr 'C', ':P6t g titjcir" lo", HAD URS GIF OP LPA'FAIDN a1' 71, uw A v" City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 113 of 123 a, Q Holl, 01A ................................. On- demalrW lub CM-30.ion Gin thr, move. a i'a "'kav" V" "I "a t. (c, I c City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 113 of 123 a, Q Holl, 01A DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 21D464571 D 1 C I R C U I T Hollywood Sun Shuttle 2023 Case Study -Page 2 J5,j1 990W. • t3 Di, Wders/Month ® ZE P. 0 ( a �� r A.9 passenger radn�,.j !!21!2 local" W2, e.,linphiYyees Contray.,t e-xta,nded ZG22 3� SaVinq, the City at kmst 42'M.. I', Last M,�Iei, PPeiafAIe FlImll HdUrv,ruimif, Rorida Th e hiresi is are in'. In Niok),,emi,ber'20,22 ko sIia ivelyed cpin.,, sorn,e of the k Top 3 Things Riders Love It's an easy ft makes TOWX^, Elemtriic way to move Hollywood and short betterl, eca - fflendRy,, distanzies� City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 114 of 123 5�wq Exceeds 01.1 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C L) I T Hollywood Sun Shuttle 2023 Case Study- Page 3 (last page) c: � r4 (: u I Hollywood Herat Map ic'C'c, r'r a 1 I� '! J 4 y 3 I - H "D c' b 'r z e r" n - 41 L IF, a u S IL�p�.LL rugg", r C� ASO u'r C IRC U IT I ast N,41111,ei, d1)ecqole RIIift C"VI'LO 9'' f'Ye hy.Nya'ood C'3ndy Cane Fs'sc'E L2,2 C i t-11/ IV I a I G I A 10 V%"" 0 ocf' B e E:.1 c 0 C �d E", f, vd 3, P),,_ u b Ad1W City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 115 of 123 Kik iml"'�';"11'4�"V6"W! Y T IL�p�.LL rugg", r C� ASO u'r C IRC U IT I ast N,41111,ei, d1)ecqole RIIift C"VI'LO 9'' f'Ye hy.Nya'ood C'3ndy Cane Fs'sc'E L2,2 C i t-11/ IV I a I G I A 10 V%"" 0 ocf' B e E:.1 c 0 C �d E", f, vd 3, P),,_ u b Ad1W City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 115 of 123 Kik DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C L) I T Appendix :;km2.....[.3iightline Case Stuidy Brightline Case Study- Page 1 ' I IR C U i -r Last Mile, People First Brig ht! i ne+ Care Study 2022 In 2021, Brightline partnered with Circuit to provide a new mobility service - Brightline+ that gets you from point A to point B seamiessly. D iE, HAI. L _R h K -E Get peop,le OLA of their r'.)ersonal Brigl,-itline, connecting W('�?st Falai Beach, vehicles Fort Lauderdale arid Miwni Cor,inectivityto/fr,or,T,iBriglitlir'ie Stations > Multiple apps needed for trip planning >� RE.dt.ice GHG Ernissions Free or low cost first and last rnile shUtdeS to and frorn all stations ShUttk" add-on on booking loAatform 100% Electric Fleet. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 116 of 123 k*Tf DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 Brightline Case Study- Page 2 (( - C I R C U I T Last Mile, People Fir,st Brlghtfine+ Case Study Florida ischallenging onkprivately ownod and opei ,Aecl irrteu dry pa,se neer ra4oad in I he U r6ted States, Cori ir nO'ers and leisure travellers couid now easily coi rnect between ft.st Pair'n Il3cwaach, Fort LaUdcndMe and MiarrO After an extended susp�.--.,nsion of service due to Covid]9, Brightline revarnper:l and relaunched in Noven-fiber 2021 with a riew first and Iasi: rnile ^..;hutfle service - 13rightline @-. Oicuit was selected to opeiate Lhe servicf.,, Ior ail of flv-, Bfighdki e stations. Offering a inixed, ah EV RecA with NEVs, Trosla r0adel Y's, arid eiectiric passenger varis, apurated Ly w2 hcurly ernployees, the service h,'.is f(-�C6ved trernendOU!", SUPJDOr1. r"),)SS(MgerS (.an now bor)k private or shaied rick�'.�s in EV doortodoor travel,replaced ICE trilisvJtlh EV trips and created 65+ jobs Mayor Suafoz at the Brlghthnelaunch event Brightline- on NBC 6 South r1onda Circuit's ultimate goal is to reduce congestion and its harrnfrUl effects on the environment arid our quality of Ve, We do this by getting people out of their cars for short trips, encouraging visitors to park once, and by making connections to existing ritass transit hubs, We work with innovative conirriUrlitieg, companies and forward -thinking advertising partner's to provide low or fare -free electric shuttie, services that r"nake rnobifity easier, Smarter, more affordable, and fun. Circuit offers on -demand rides around busy areas across the US using fleets of all electric vehicles and a custom ride request app. The service aggregates riders, creates local jobs and connects brands with people in a beneficial way. Since starting, Circuit has given over 5 million rides, worked with Urban -X and CivStart accelerators, won numerous awards, and been applauded by the press, Brightline Case Study- page 3 (last page) City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 117 of 123 331 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C U I T CIIR CCI T Last Mile, People First Brightlirae+ Case Study Ciruik I of aH -olerftdc v(,',.,Idc les re nclud ng P('.'dark; (.5, E N4 lowspoc',,cl vehkAes (LSVTesla W6.fl Y and bghtnung eMotors vans in VV(,,st Ralrn Reac'Ji, Fort Lauderdale aryJ fvlOrnNi Orcut di ivers and onanagers are la call w2 eon pk.)ye(_,,s and are tr,,fln(.,?d �n oper�ations, c'ustorner serv�ce and ON.Mit C,Urronfly ;.,nriplqys 754 unipbyees ma oakiinq living wages, linckjcfing veterans for the B� program. Orcuil: owns, insures, mid opermes the (,)nfire f:Wet and AN vehides are nnanufw',tured in the US. Riders can book an eco-fi iendy phvate ride or eSN,afle along with t heir train tk:ket to gee to and frorn stafions easdy and affordably, Brightfine+ will be prompted while booking on the app or website We pick you up from anywhere within 5 mikes of a Brightfine station You skip all the traffic while you ride the train City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 118 of 123 We drop you off within a 5 mile radius of the station k*VA DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Appendix 3.3 San I'..'.Aego Case Study San Diego Case Study- Page 1 iP" oi„m 7t"udy 2023 Ci I riculit San Diego ' �V"�(�',"p�k tl brm:vw7. 'Y. ¢"g�, uuu�V„ •:X"!7 V. 1 7 a3^YLI j ,,lee' i`71,:,'"D aJ YTr ,r l:qr rv,co .aYr Cb�i�Y! ltla.�Y I�"'-,i__ _N;;"'IU'P!�, rIS', ", ad GP➢'W"V,... s. N,i":'ll..I,V Vr ,4f e`,., Pc A,ull...., ,,' �`•�'1' e,GieMc:,k2s, Vn,e ul:r 1 11J,H:, '_r r%N age L,'kV2,LI lV1' 4I Y- rZIA," I`° L46D?D^'r4`of aUY'aYmm ny"IJ PkriaV 9,.�Itl..lad""V 2C l�Pge' HOURS OF PERATRON Mon n Thugs 7 am -9 Ism Friday am 10, am Saturday 9 aur • 10 am Sunda imm'm- 91,JPI r, J f On, dr-rr»arrd � 116b crezii,riion dein k'hc rnfLywc. "v ,:wwj Y[ ,.,.,,',.r ,am �� ,G.,O ,, ,_.�_ '"A ,,, V, 'NI', UZVPtl City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 119 of 123 k**] DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 C I R C U I T San Diego Case Study- Page 2 Son Diego We Study- page past page) C I R, C, U I T FEEDBACK I th conve nQ A a nd 5 nuo A ke Ow Lm dum down, an"TJ �h,En hcr.r c -m, FRED Lcf, o, KnaG o r -Wn Imt a WE rmx,e Be haWnga nwo guM.' fic.)r 11 iccve a,hd WWII l,u kWvws am 14ndy amOthe 4mpe6mwe was had' ak We." ABOUT CH41CUIT" Ckc A A u W rate igca I Ms, to ce clo ncj,estiork a rid Ilis AMU e0hcs an the envhonment an d our quaQ of [He 'Np ciia, thf�s 1:Py, g8::at6nig p@1 it le iou�lthiecars fi:)�r -Ehort trips, mmoumfng vWmLo park cpince, and py, rinaN,JIIFtlg,711.')r necd,,,.xE to exhU ng rnan trai� slit h ub�.,.'Viiae,,vv Iit�,' 11n ncva tiv H, c �i t W.', .7, shuWes Mat make rnobH,yeateo anwier nwomaumbaNie, W, N."" 7i.. City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 120 of 123 334 DocuSign Envelope ID: E34F499C-9569-48EE-A1 35 -Cl 2D464571 D 1 SII Appendix 4.11 INew Rodi dI II e II Type of Service: On -demand micro -transit services Contract Term: August 2019 - present Nature of Services: In 2019, Circuit started a pilot program with the City of New Rochelle's Industrial Development Agency (IDA). The goal was to promote the downtown area's businesses and new developments and to provide a free connection to the Metro -North Railroad. The program was a fast success, prompting the City to issue an RFP that Circuit was fortunate to win in January 2020. The service and local team quickly ingrained itself in the community, including coordination and outreach with Veterans groups, senior living communities, and the Chamber of Commerce. During the pandemic, Circuit partnered with 511NYRideshare to provide trips to visiting nurses between hotels and the Montefiore Hospital. Nature & Type of Vehicles: all -electric Polaris GEM e6 Circuit vehicle in New Rochelle IF.:) iredix 4.2 13iriigI[ifliiiree Type of Service: On -demand micro -transit services, fare -based program Contract Term: August 2021 - present Nature of Services: In 2021, Circuit was selected to provide on -demand first/last mile services by Brightline Trains for their reopening under the new program Brightline+. Service focuses on providing rides to/from Brightline stations within a specified radius of the Fort Lauderdale, West Palm Beach, and Miami stations. Passengers can now book private or shared rides in EV's to and from all stations during the purchase of their train tickets online or in app. The innovative door to door service has significantly increased the user experience, streamlined travel, replaced ICE trips with EV trips and created 65+ jobs. Nature & Type of Vehicles: all -electric mixed fleet with Polaris GEM e6, Tesla Model Y, and electric passengervans City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 121 of 123 335 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Circuit GEM vehicles with Brightline branding at Brightline trains reopening and Brightline+ launch event Type of Service: On -demand micro -transit services Contract Term: January 2013 - present Nature of Services: Circuit has operated on -demand services using electric vehicles in the area since 2013. We focused on riders within West Palm Beach and Palm Beach. This service has been provided over these years with funding support from brand sponsors as well as a small fare program. In 2021, Circuit won a contract with West Palm Beach DDA to offer expanded and fare -free services in West Palm Beach and Palm Beach. Nature & Type of Vehicles: all -electric Polaris GEM e6 Circuit vehicles in West Palm Beach with local business and safe street initiatives branding Type of Service: On -demand micro -transit services Contract Term: 2021 - present City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 122 of 123 k*T DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 SII Nature of Services: In 2020, Circuit was selected for this project through competitive RFP and began operating in Spring 2021. The coverage area includes Downtown Hollywood and Hollywood Beach and consistently experiences high demand. This program began as a self -branded service and then opened for third party advertising. Nature & Type of Vehicles: all -electric Polaris GEM e6 Circuit vehicles in Pompano Beach with City officials at ribbon cutting, 2027 City of Hollywood RFP -045 -23 -SK for Citywide micro -transit Services Page 123 of 123 &YA DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl2D464571D1 City -Wide Micro -Transit Services EXHIBIT D — Service Areas Micro -Transit Zones shown below may adjusted during the Contract Term based on demand/City needs at no cost to the City as long as there is no net change to the number of vehicles/hours of operation / od kP44Yl htl1 "QrifWMVL41 tlb P 11 d drrii:,aal /. J r'ErYt�t ....."Hll`fl�Y 1'IFl" yi'° ,imH, Yts�� OVON 121 Fin - .,47v„ 1011I ;ALLANUALE RLACfI / r tr@"Aft &E rP ixKU!: PARK 1 FXAL &LAVAL.: WFSIPAAK l REACH On -Demand Micro -Transit Zones INDIA S L RW AI I r,7N �! Out',' p % r p V IJ i I(/ MIPkIYEIY Ni Ir S C.Lftp UI,dAh Lake I i / — 'irva1'vrf�l _� ,.. •i^m I rWn RY .091 _.___.. C,...-... ........-...fl <. .. I.n nrnl,✓. 4A A. -W � Designated Drop-off/Pick up locations for the Fixed Route pilot test 17 of 18 338 DocuSign Envelope ID: E34F499C-9569-48EE-A135-Cl 2D464571 D 1 EXHIBIT E - Pricing City -Wide Micro -Transit Services Zone 1 Downtown/Beach Zone (Combined 1 & 2 from RFP) West Zone 87,733 Zone, 3 Pilot Starls 109p046 130,121 130,121 130;121 130,121 130,121 130,121 Month J.IV2023 August 2023 September 2023 October 2023 November 2023 December 2023 January 2024 February 2024 M -in 2024 Apr12024 May 2024 J.- 2024 H - Her W,,k 77 71 77 77 71 77 r7 r7 77 77 77 77 ,H.,,,.Per Month .............................. .................... .................. 3.W?5 ............ .3 13.f�25 .................... 1�34�25 ............. 33�4.sis ................. JIN:95 .............. ........... _33�p5 ........... 3Nm?� 334:15 ........... �331.4f95 13 4 95 # of GEM, 7 7 7 7 9 9 9 9 9 9 _7.................... 7 #¢6 ADA Stndby GEM, I I I I I I I I I a I I # of EV Van, i I I I I I I I I I I I A of Sed-' 0, -M Vehocle Service Hours 41 0 0 0 0 0 0 0, 41 0 GEM Voh,, 1,S ice H-11 2,3447 2,344.7 2,3447 2,3447 3,014.6 3,014.6 3,014.6 3,014.6 3,014.6 3,0146 2,3447 2,344.7 ADA Standby GEM 5-1- H.,- (STAN[ to 10 10 10 10 RD IQ IQ 10 10 10 RD EV V- Se, -, H.L E350 335.0 '3'35.0 3'35.0 335.0 S35G 335.0 335.0 335.0 3350 '3'35.0 S55.0 Sedan Ser'v ce Hours 00 0.0 Do 0.0 0.0 0.0 0.0 0.0 0.0 00 Do 0.0 f GEM 5 -1 -Har' 3146 3'145 '31.46 3146 3'145 SA 46 3146 3146 3145 '3'1.46 '31.46 6A46 /ADASt-dby GEM/Service Hour co Go 00 co Go GD .00 .00 .00 Go 00 GD $/EVVS H.u, 4171 41.71 4071 4171 41.71 4171 4171 41.71 41.71 41.71 4071 4171 G,nt-d Ad R, -n -f V.nth $ 7,4W $ 7,400 $ 7,4rm $ 7,40C, $ 9,250 $ 9,250 $ 9,250 $ 9,250 $ 9,250 $ 9,250 $ 7,4rm $ 7,4W one 2 & 3 Hollywood West Zone 87,733 Zone, 3 Pilot Starls 109p046 130,121 130,121 130;121 130,121 130,121 130,121 109,046 crith huly 2023 August 2023 Septernbe, 2023 Oct.lue, 2023 November 2023 December 2023 January 2024 February 2024 March 2024 APO 2024 May 2024 lune 2024 DUr5 Per Week 56 56 56 56 56 56 56 56 56 56 56 56 furs Per Month 243.5 243.5 2415 2436 243.6 243.6 2436 243.6 243.6 243.6 2436 243.5 of GEMS 0 0 0 0 0 0 0 0 0 0 0 0 of EV Vans (ADA) 0 a I I I I I I I I I I of Sedans - _0 0 _I I I I I I I -M Vehocle Service Hours 0 0 0 0 0 0 0 0, 0 0 0 0 PVan Ser,ir, Hour, 0 a 243.5 2436 243.6 243.6 2436 243.6 243.6 243.6 2436 243.5 ,dari S- Hours 0 0 2436 2436 243'.6 2436 2" 6 243 6 243'.6 2436 2436 2'036 GEM Service Hour 3497 3497 3497 34.97 3497 34.97 34.97 34.97 3497 34.97 34.97 3497 EV Von Service Hour 4922 4922 4922 49.22 4922 49.22 49.22 49.22 4922 49.22 49.22 4922 Guaranteed Ad Revenue/Month $ 1,520 1,5201 $ 1,520 $ 1,520 $ 1,5201 $ 1,520 $ 1,520 $ 1,520 $ 1,5201 $ 1,520 Expected rare Revenue/ Month $ 1,160 I'1503 $ 1,160 $ 1,160 $ 1,1501 $ 1,150 $ 1,160 $ 1,160 $ I'1503 $ 1,160 Total Costs - All Zones TOTAL COSTS 87,733 87,733 109p046 109p046 130,121 130,121 130;121 130,121 130,121 130,121 109,046 109,046 Guaranteed Ad Revenue/Month Expected Fare Revenue/ Month 7,400 10,129 7,400 10,129 8920 11,288 8920 11,288 10,770 13,821 10,770 13,821 10,770 13,821 10,770 13,821 10,770 13,821 10,770 13,821 8,920 11,288 8,920 11,288 TOTAL EXPECTED REVENUES 317,529) 317,5293 320,2083 (20,2083 324,5913 (24,51 (24,51 324,5913 324,591) 324,591) (20,208 $ (20,2083 EXPECTED NEr COSTS 70,205 70,205 88,83,8 88,838 105,530 105,530 105,530 105,530 105,530 105,530 88,83,8 89,838 GEMS Hours of Operatilons Per week Vehicle cost f Hour of OperarUon 46-45 $ 4 1. 6 ] 415-513 $38.58 5:1-55 $36.59 56-16,13 $34.97 6:1-65 $ 3 3. 6 ll 66-70 $32.45 7:1-75 $31.46 715-8,13 $3,13.150 871-85 $29.84 86-943 $ 2 9. II 8 91-95 $28.58 915+ $28.05 Unit Costs VANS Sedans Hours of OpEeratilons Vehilcle cost Per week Hour of 013,eratl on HOUrs of 013,eratilons Vehilcle cost Per week Hour Of 1013erati on 40-45 $53.65 40-45 $46.233 46-50 $55.43 46-50 $42.59 51-55 $52.02 51-55 $40.22 56-60 $49.22 56-60 $38.27 61-65 $46.8,8 61-65 $36.63 66-70 $44.89 66-70 $35.25 71-75 $43. Il9 71-75 $34.06, 76-80 $4 13.7 ]1 76-80 $33.63 91-85 $ 40.4 Il 81-85 $32.112 96-90 $39.26 96-90 $31.32 91-95 $38.24 91-95 $ 30. &:1 964 $37.32 96+ $29.97 18 of 18 339 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 OLD BUSINESS AGENDA ITEM 14.13 SUBJECT: Quarterly Progress Report from BB QOZ, LLC for the 115 N. Federal Highway Mixed -Use Project (aka The Pierce) SUMMARY: On June 7, 2022, the CRA Board approved a Purchase and Development Agreement (PDA), the Tax Increment Revenue Funding Agreement (TIRFA), and the Parking Lease Agreement with BB QOZ, LLC (aka Affiliated Development, LLC) for the 115 N. Federal Highway Mixed Use Project (aka The Pierce, see Attachments 1 -III). Paragraph 21.9 of the PDA requires a written report every three months by BB QOZ, LLC. BB QOZ, LLC's attendance is not required to present the report to the Board unless requested by the Board. Additionally, Paragraph 3.2.4 of the TIRFA requires an update of the project's financing. The project's quarterly report was due on September 5, 2023 (see Attachment IV). The report indicated that the project received site plan approval from the City's Planning & Development Board on February 6, 2023, received City Commission site plan approval on February 21, 2023, for the first hearing, and final approval with conditions on March 9, 2023. BB QOZ, LLC indicated in their report that they were working on documents in preparation for building permit application, but had to stop due to the pending litigation challenging the abandonments (which include a portion of the north alley, the entire south alley, and NE 1st Ave, see Attachments V -VI). The First Amendment to the Purchase and Development Agreement was approved by the Board at their September 12, 2023 meeting (see Attachment VII). CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required unless otherwise determined by the Board. ATTACHMENTS: Description • Attachment I - Executed 115 N. Federal Highway Mixed Use Project (aka The Pierce) Purchase and Development Agreement 340 • Attachment II - Executed 115 N. Federal Highway Mixed Use Project (aka The Pierce) TIRFA • Attachment III - Executed 115 N. Federal Highway (aka The Pierce) Parking Lease Agreement • Attachment IV - The Pierce Quarterly Report - September 2023 • Attachment V - Case Number 502023CA009318XXXXMB (209 N. Federal, LLC vs. City of Boynton Beach) • Attachment VI - Case Number 502023CA010518XXXXMB (BBQOZ vs. 209 N. Federal LLC) • Attachment VII - First Amendment to Purchase and Development Agreement 341 I RESOLUTION NO. R22 - 088 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 4 APPROVING AND AUTHORIZING THE BOYNTON BEACH 5 COMMUNITY REDEVELOPMENT AGENCY TO ENTER INTO 4, 6 PURCHASE AND DEVELOPMENT AGREEMENT WITH SO QOZ, 7 LLC (AFFILIATED DEVELOPMENT, LLC), FOR THE 8 DEVELOPMENT OF THE 11 S NORTH FEDERAL HIGHWAY INFILL 9 MD(ED USE PROJECT FOR A PURCHASE PRICE LESS THAN FAIR 10 MARKET VALUE; AND PROVIDING AN EFFECTIVE DATE. 12 WHEREAS, On lune 7, 2022 the Boynton Beach Community Redevelopment Agency 13 Board approved the purchase and development agreement, the tax increment revenue 14 funding agreement RFA), and the parking lease agreement between the Boynton Beach 15 Community edevelopment Agency and Affiliated Development, LLC for the 115 North 16 Federal Highway infill mixed use redevelopment project; and 17 WHEREAS, the contemplated purchase price is below fair market vale and therefore 18 it is necessary for the CRA to seek approval from the City Commission prior to execration of 19 the Purchase and Development Agreement; and 20 WHEREAS, the City Commission of the City of Boynton Ruch, Florida, upon the 21 recommendation of staff, deers it to be in the lest interests of the City residents to approve 22 and authorize the Boynton Beach Community Redevelopment Agency to enter into a 23 Purchase and Development agreement with BB CM Z, LLC (Affiliated Development, L C) for 24 the development of the 115 North Federal highway infill mixed use project for a purchase 25 pricelass than fair market value. 26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSIONF THE CITY OF 27 BOYNTON BEACH, FLORIDA, THAT: 2 on 1., The foregoing "WHEREAS"' clauses are true and correct and hereby 29 ratified and confirmed by the City Commission 30 SegC1Qr!.. ,t" That the City Commission of the City of Baynton Beach does hereby 31 approve r the Boynton Beach Redevelopment Agency to enter into: 0 SNCA\RESO\Approval Of CRA Sale At Less Than FMV (115 N Federal Highway) m Reso.Docx 342 32 Purchase and Development agreement with BB QOZ, LLC (Affiliated Development, LLQ for 33 the development of the 115 North Federal Highway infill mixed use project for a purchase 34 price less than fair market value. 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 ATTES 54 /',, 55 56 57 Mayle 58 city C 59 60 $Sgjon 3. That this Resolution will become effective immediately upon passage. PASSED AND ADOPTED this day of 2022. CITY OF BOYNTON BEACH, FLORIDA Jes6s, 61 (Corporate Seal) 62 Mayor — Ty Penserga Vice Mayor — Angela Cruz Commissioner —Woodrow L Hay Commissioner — Thomas Turkin Commissioner — Aimee Kelley VOTE 2 S-\CA\RESO\Approval Of CRA Sale At Less Than FMV [11S N Federal Highway) - Reso.Docx YES NO 343 PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes, with a business address of 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435, (hereinafter "SELLER") and BB QOZ, LLC, a Florida Limited Liability Company with a business address of 613 NW 3rd Ave., Ste 104, Fort Lauderdale, Florida 33311 (hereinafter "PURCHASER"). SELLER & PURCHASER may be referred to herein individually as "Party" and collectively as the "Parties." In consideration of the mutual covenants and agreements herein set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. PURCHASE AND SALE PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the real property legally described in Exhibit "A" attached hereto (hereinafter the "Property"), which is hereby incorporated herein. The Parties intend that the purchase and sale and ensuing redevelopment of the Property will be effectuated in order to reduce slum and blight and to enable the construction of a mixed-use, transit -oriented development containing a mixed -income workforce housing recital apartment building with a minimum of 236 rental units available to various affordability ranges as set forth in the Tax Increment Revenue Funding Agreement attached here to as Exhibit "B" ("TIRFA") a minimum of 16,800 square feet of commercial space (e.g.. restaurant, retail, and office), and 150 public parking spaces (as more fully described in the TIRFA), and providing public pedestrian connectivity within the Property, consistent with the proposal submitted by PURCHASER (the "Proposal") in response to the Request for Proposals and Developer Qualifications for the 115 N. Federal Highway Infill Mixed -Use Redevelopment Project ("RFP") issued by the CRA on July 23, 2021, incorporated herein by this reference (the "Project"). The Project may be revised by PURCHASER from time to time pursuant to the terms of the TIRFA. 2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be ONE HUNDRED AND 00/100 DOLLARS ($100.00) to be paid in full at Closing. SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSITS. A Deposit in the amount of TEN THOUSAND AND 00/100 DOLLARS ($10,000.00) (the "Deposit") shall be delivered to Lewis, Longman & Walker, P.A. ("Escrow Agent") within five (5) business days of the Effective Date. The Deposit shall be nonrefundable to PURCHASER after the expiration of the Feasibility Period, unless otherwise provided herein and shall be credited against PURCHASER'S costs at closing. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the Parties has signed this Agreement. 01671768-3 344 5. Intentional) Deleted 6. CLOSING DATE. The purchase and sale transaction contemplated herein shall close within thirty-six (36) months after PURCHASER's receipt of the Land Use Approvals unless extended by other provisions of this Agreement or by written agreement, signed by both parties. Notwithstanding the foregoing, the PURCHASER shall have the right to extend the Closing Date by up to twelve (12) months subject to the prior written approval of SELLER, which written approval shall not be unreasonably withheld, conditioned, or delayed provided that PURCHASER is exercising good faith and due diligence to achieve the Closing and further provided that PURCHASER delivers notice of its election to exercise such extension at least thirty (30) days prior to the then -Closing Date. Unless earlier terminated pursuant to the terms of this Agreement, this Agreement shall automatically terminate should PURCHASER fail to close pursuant to this Section. 7. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 8.3), to which PURCHASER fails to object, or which PURCHASER agrees to accept. SELLER acknowledges that PURCHASER may, after Closing, pursue a unity of title with respect to the Project and/or certain parcel splits with respect to the Project. SELLER shall reasonably cooperate with PURCHASER, at no cost to SELLER, in order to coordinate and accommodate PURCHASER's pre-closing and post -closing work in connection with the foregoing sentence. 8. INVESTIGATION OF THE PROPERTY. For a period until sixty (60) days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'S expense, to make inquiries of, and meet with members of Governmental Authorities regarding the Property and to enter upon the Property, at anytime and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase II environmental investigations, which PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion, to terminate this Agreement, in which event the Deposit shall be promptly refunded to PURCHASER. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) repair and restore any damage caused to the Property by PURCHASER'S testing and investigation; and (ii) release to SELLER, at no cost, all non-proprietary and non -confidential reports and other work generated as a result of the PURCHASER'S testing and investigation. PURCHASER shall have the 01671768-3 2 345 right to access the Property, at any time and from time to time with at least two (2) days notice to SELLER and so long as said access does not result in a business interruption, from the time period commencing at the end of the Feasibility Period and continuing until Closing. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, reasonable attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property arising out of PURCHASER'S investigation or access of the Property; provided, however, the foregoing indemnification obligations of PURCHASER shall not apply to (i) any damages arising from the negligence or misconduct of SELLER, its agents, employees or representatives, or (ii) any conditions or defects existing on, in or under the Property or arising out of the mere discovery of such conditions or defects on, in, under or within the Property. PURCHASER'S obligations under this Section shall survive Closing and the termination of this Agreement for a period of one (1) yea r. 8.1 SELLER's Documents. SELLER shall deliver to PURCHASER the following documents and instruments within ten (10) days of the Effective Date of this Agreement: any existing title policies, surveys, appraisals, copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition of the Property, copies of all permits, authorizations and approvals issued by Governmental Authorities for the Property and any correspondence which discloses claims, allegations or adverse information regarding the Property or SELLER with respect to the Property, and any other documents reasonably requested by PURCHASER. 8.2 Title Review. Within thirty (30) days of the Effective Date, SELLER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the SELLER'S expense, from Old Republic National Title Insurance Company (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of $5,500,000.00 subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than twenty (20) days after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections, then SELLER shall have thirty (30) days to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable or unwilling to cure and remove, or cause to be cured and removed, the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of (i) extending the Cure Period for one additional thirty (30) day period at no cost to PURCHASER, or (ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which 01671768-3 3 346 case, the Deposit shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, SELLER shall be obligated, at Closing, to cause the Title Company to remove (by waiver or endorsement) the following (collectively, the "Required Cure Items"), whether or not PURCHASER objects to such items in PURCHASER's Title Objections: any (a) mortgage or deed of trust granted by SELLER affecting the Property; (b) mechanic's lien with respect to work contracted for by SELLER at the Property; (c) liens securing the payment of taxes and assessments; and (d) other liens encumbering the Property (including judgments, federal, state and municipal tax liens). Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue one updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items have an adverse effect on the Property or the Project, in PURCHASER's sole and absolute discretion, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 8.3 Surve Review. PURCHASER, at PURCHASER'S expense, may obtain an ALTA survey (the "Survey") of the Property. If the Survey discloses any matters that are unacceptable to PURCHASER, in PURCHASER's sole and absolute discretion, the same shall constitute a title defect and shall be governed by the provisions of Section 8.2 concerning title objections. 9. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 9.1 Marketable Title. SELLER delivering marketable title to the Property subject only to those title exceptions acceptable to the PURCHASER, all as more specifically set forth herein. 9.2 Re resentations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 9.3 Pending Proceedln s. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever involving the Property or the SELLER, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER at PURCHASER's sole and absolute discretion. 9.4 Com fiance with Laws and Re ulatians. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, 01671768-3 4 347 requirements, licenses, permits and authorizations as of the date of Closing. 9.5 Land Use Approvals. PURCHASER obtaining all required site plan, zoning and platting/replatting approvals from the City of Boynton Beach necessary to procure building permits to construct the Project on the Property (the "Land Use Approvals"). SELLER authorizes the PURCHASER to apply for and obtain the necessary Land Use Approvals and agrees to cooperate in any such applications and the approval process and to execute without delay any and all required documentation necessary to make application for Land Use Approvals for the Project. 9.6 Occupancy. The Property shall be conveyed to PURCHASER at Closing subject only to the Leases (hereinafter defined) and any additional leases entered into with PURCHASER's consent pursuant to Section 23.13, 9.7 Estoppels. SELLER shall have delivered an estoppel certificate from each of the tenants under the Leases, dated not more than thirty (30) days prior to the Closing Date, in the form attached hereto as Exhibit "C" Schedule 9.7, which shall be delivered to PURCHASER at least five (5) days prior to the Closing Date. 9.8 Service Contracts. At Closing, SELLER shall terminate all service and management contracts relating to the Property at SELLER's sole cost and expense, unless PURCHASER elects to assume any of such contracts, in PURCHASER's sole and absolute discretion. 9.9 Permits and Code Violations. SELLER shall have closed out all open or expired permits and cured any code violations applicable to the Property prior to the Closing Date. For the avoidance of doubt, any legal, non -conforming use, structure, or site condition approved by the City of Boynton Beach shall not be deemed to be code violation. If any condition precedent set forth in the foregoing Section 9 hereof is not satisfied as of the Closing Date (or within the time frame specifically set forth in such clause), and PURCHASER elects, in PURCHASER's sole and absolute discretion, not to waive such condition precedent, then PURCHASER shall have the right to terminate this Agreement by written notice to SELLER, in which event the Deposit shall be returned to PURCHASER and this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination. SELLER shall use good faith efforts to satisfy the Conditions to Closing that are within the control of SELLER. 10. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 10.1 Deed and Authorizin Resolutions. SELLER shall furnish a Special Warranty Deed (the "Deed"), meeting all requirements of this Agreement, conveying to PURCHASER valid, 01671768-3 5 348 good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the Title Company may require. 10.2 SELLER's Affidavits. SELLER shall furnish to Title Company and the PURCHASER an owner's affidavit acceptable to the Title Company attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law, that the SELLER will not record or enter into documents affecting the Property after the last effective date on the Title Commitment, and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non - for' . n affidavit with res*,ect to the Pro�cer%r. In the ev_41f0.EUnWW�,%"IM*J #Z IM41tv", referenced above, the same shall be deemed an uncured Title Objection. 10.3 glosing Statement. A closing statement setting forth the Purchase Price, all credits adjustments and rorations between PURCHASER and SELLE_ I execute and deliver at Closing. I. Corrective Documents. Documentation required to clear title to the ",roperty of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 10.5 An Assignment and Assumption of Leases, Security Deposits and Service Contracts in the form attached hereto as Exhibit "D" Schedule 10.5. 10.6 ALLn& .gown Certificate. A "bring -down" certificate executed by SELLER Date, in the form attached hereto as Exhibit "E" Schedule 10.6. 10.7 Leases and Service Contracts. Originals, or, if unavailable, copies, of the Leases (together with all tenant files, tenant ledgers and records) and assigned and assumed Service Contracts then in effect at the Property. 10.8 Miscellaneous. Any keys, access cards, combinations and pass codes to any locks and security systems on the Property over which SELLER has control shall be left by SELLER at the Property upon Closing. All correspondence and documents in SELLER's possession or control relating to the Leases and the operation of the Property shall be left by SELLER at the Property upon Closing; 10.9 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 01671768-3 6 349 11. PRORATIONS CLOSING COSTS AND CLOSING PROCEDURES. 11.1 Prorations. Taxes and assessments, if any, for the Property shall be prorated as of the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill which discloses an actual difference in the amount of the taxes estimated at Closing that exceeds $1,000.00. 11.2 Proration of Rents. The rent payable by tenants under the Leases shall be prorated as of the day before Closing; provided, however, that rent and all other sums which are due and payable to SELLER by any tenant but uncollected as of the Closing (collectively, the "Delinquent Amounts") shall not be adjusted. At Closing, SELLER shall deliver to PURCHASER a schedule of all such Delinquent Amounts. Any Delinquent Amounts received by SELLER after Closing that are attributable to the period after the Closing Date shall be promptly paid over to PURCHASER. 11.3 Proration of Utilities. Water, electric, and all other utility and fuel charges shall be prorated as of the day before Closing (to the extent possible, utility prorations will be handled by meter readings on the day immediately preceding the Closing Date). 11.4 Pre aid Rents and Securit De osits. At Closing, SELLER shall credit to PURCHASER the amount of any unapplied security deposits or prepaid rents under the Leases. 11.5 Closing Costs. SELLER shall pay for the documentary stamps on the Deed, the cost of the Owner's Policy of Title Insurance, the cost of satisfying any liens which SELLER is obligated to satisfy, the cost of recording the Deed and any cost associated with curing title. PURCHASER shall pay for all endorsements to the Owner's Policy of Title Insurance (including, without limitation, premiums for any loan policy or endorsements thereto required by PURCHASER's lender for the construction or development of the Project (the "Lender"), if any), and the cost of any documentary stamp or intangible tax in connection with PURCHASER's financing. Each party shall be responsible for their respective attorneys' fees. 11.6 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked -up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 01671768-3 7 350 11.7 ExistingMort a es and Other Liens, At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 12. REPRESENTATIONS COVENANTS AND WARRANTIES. SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Date, as follows: 12.1 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 12.2 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 12.3 Litigation. There are no actions, suits, proceedings or investigations pending or threatened against SELLER or the Property affecting any portion of the Property, including but not limited to condemnation actions. 12.4 Parties in Possession. Except for the Tenants listed on the rent roll attached hereto as Exhibit "F", there are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 12.5 Acts Affectin Pro ert . Except as required by law or as necessary to address Tenant needs, from and after the Effective Date, SELLER will refrain from (a) performing any grading, excavation, construction, or making any other change or improvement upon or about the Property; (b) creating or incurring, or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property other than the Permitted Exceptions (including the mortgages, liens, pledges, and other encumbrances existing on the Effective Date) and (c) committing any waste or nuisance upon the Property. 12.6 Leases. SELLER has delivered to PURCHASER true, correct and complete copies of all the Leases. To SELLER's knowledge: (i) each Lease is in full force and effect; (ii) neither landlord nor tenant are in default under the Leases and no event has occurred or failed to occur which, with the passage of time or giving of notice or both, would constitute a default under any such Lease; (iii) no tenant has paid any rent for more than one month in advance and (iv) no tenant is entitled to any free rent, abatement of rent or similar concession. 01671768-3 8 351 12.7 Violations. The Property is not in violation of any building, fire or health code or any other statute, law, ordinance or code applicable to the Property. There are no: (i) existing or pending improvement liens affecting the Property; (ii) existing, pending or threatened zoning, building or other moratoria, downzoning petitions, proceedings, restrictive allocations or similar matters that could have a material adverse effect on the use and value of the Property. 12.8 Employees. There are no employees of SELLER employed in connection with the Property whom PURCHASER would be obligated to retain or compensate after the Closing Date. 13. DEFAULT. 13.1 PURCHASER'S Default. In the event that this transaction fails to close due to a wrongful refusal to close or a material default on the part of PURCHASER, SELLER shall be entitled to retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 13.2 SELLER'S Default. In the event that SELLER fails to fully and timely perform any of its obligations and covenants hereunder or if SELLER is in breach of any representations herein or is otherwise default under this Agreement, which default has not been cured as provided for herein, PURCHASER may, at its option (i) declare SELLER in default under this Agreement in which event PURCHASER may terminate this Agreement, receive back its Deposit, and thereafter neither party shall have any further rights hereunder, (ii) seek specific performance of this Agreement; or (iii) waive SELLER's default and proceed to Closing. 13.3 Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non -defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have thirty (30) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. If the default has not been cured within the aforesaid period, the non -defaulting Party may exercise the remedies described herein. 14. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: 01671768-3 9 352 If to SELLER: Boynton Beach Community Redevelopment Agency Attention: Thuy Shutt, Executive Director 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge, Esquire Lewis, Longman & Walker, P.A. 360 S. Rosemary Ave, Suite 1100 West Palm Beach, Florida 33401 If to PURCHASER: BB QOZ, LLC Attention: Jeff Burns & Nicholas Rojo 613 NW 31d Ave., Ste. 104 Fort Lauderdale, Florida 33311 With a copy to: Kapp Morrison LLP Attention: Lance M. Aker, Esq. 7900 Glades Road, Ste 550 Boca Raton, Florida 33434 15. BINDING OBLIGATION ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of, the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER, in PURCHASER's sole and absolute discretion. It is understood, however, that SELLER may assign its interest to the City of Boynton Beach without the prior written consent of PURCHASER, provided that the City of Boynton Beach acknowledges in the document assigning this Agreement that it shall be obligated to close the transaction contemplated herein and comply with apply with all Sections of this Agreement as if the City of Boynton Beach were the original party to this Agreement. This Agreement may be assigned, without the prior written consent of SELLER, by PURCHASER to an entity that is managed by PURCHASER's key principals, Jeff Burns and Nicholas Rojo, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein and comply with all Sections of this Agreement as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unrelated party shall be subject to the written approval of SELLER. Notwithstanding the foregoing, in the event PURCHASER's Lender takes possession of or becomes the record owner of the Property, this Agreement shall be automatically assigned to such Lender upon receipt by the SELLER of written notice by such Lender that it desires, in Lender's sole and absolute discretion, to be assigned this Agreement and to assume all of the rights and obligations of the PURCHASER under this Agreement. The notice must be received within ninety (90) days of such Lender taking possession of or becoming the record owner of the Property, 01671768-3 10 353 16. RISK OF LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of SELLER, PURCHASER may elect, as its sole option, to terminate this Agreement and receive a refund of the Deposit and the parties shall have no further obligations under this agreement, except as specifically provided herein, or PURCHASER may accept the Property without any reduction in the value of the Property. In the Authority which shall relate to the proposed taking of any portion of the Property by eminent domain r)rior to Closi-ta. or i -i t�,e evpw+-g�i � -21 -- ... 11NIUM41901M 0 P701111111ILim W1.11 =0101H] "wilifela t.41 1W-r1VA-. 2 t Z WkN notice from SELLER. SELLER hereby agrees to furnish PURCHASER with written notice of a proposed condemnation within two (2) business days after SELLER's receipt of such notification. Should PURCHASER terminate this Agreement, the Deposit shall immediately be returned to PURCHASER and thereafter the Parties shall be released from their respective obligations and liabilities hereunder. Should PURCHASER elect not to terminate, the parties hereto shall proceed to Closing and SELLER shall assign all of its rig 2X such taking to PURCHASER. 17. BROKER FEES '. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement. Each Party shall indemnify, defend and hold harmless the other Parto from a jlainst m�TAnwr*0t19F-*-, W*m&-f;k, damages, costs or expenses (including, without limitation, attorneys fees) of any kind or character arisin5, out of or �-jt to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. Notwithstanding the foregoing, SELLER'S indemnification obligations shall not exceed the amount of the statutory limits provided within Section 768.28, Florida Statutes, and SELLER does not otherwise waive its sovereign immunity rights. The provisions of this Section shall survive Closing or termination of this Agreement. 18. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, ?pplicable zoning and environmental laws and regulations. 19. EXISTING OBLIGATIONS. PURCHASER shall assume the rights and make best efforts to perform all obligations of the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY described in Section 21 of the Purchase and Sale Agreement between the SELLER and 500 Ocean Properties, LLC, attached hereto as Exhibit "G." 01671768-3 11 354 20.1. At Closing, the following leases, to the extent such leases remain in effect, shall be assigned in their entirety to PURCHASER (the "Leases"): • Freddie Brinley - 517 % E. Ocean Avenue, Apt. 5 • Harvey E. Oyer, Jr., Inc. d/b/a Oyer Macoviak and Associates - 511 E. Ocean Avenue • Cafe Barista, Inc. d/b/a Hurricane Alley - 527, 529 & 531 E. Ocean Avenue • Florida Technical Consultants, LLC - 533 E. Ocean Avenue, Suites 2 & 3 20.2. PURCHASER acknowledges that a current tenant of the Property is Hurricane Alley ("HA Tenant"). PURCHASER shall use reasonable efforts to relocate HA Tenant to the Project and shall use reasonable efforts to work with HA Tenant to phase construction activities of the Project in order to minimize, to the extent practicable, the timeframe between demolition of the HA Tenant's current premises and construction and delivery of HA Tenant's new premises within the Project. 21. DEVELOPMENT DEADLINES. The following events must occur and be documented in writing and provided to the SELLER upon completion of each action (collectively the "Project Deadlines"). At all times after the Effective Date, SELLER shall cooperate with PURCHASER using good faith and due diligence to facilitate and expedite PURCHASER's satisfaction of the Project Deadlines, which include, without limitation, the Land Use Approvals. PURCHASER's obligations under this Section shall survive Closing. 01671768-3 21.1 Submission of application to the City for site plan approval within one hundred eighty (180) days from the Effective Date. For purposes of this section, submission of application shall mean the good faith submittal of a complete application for site plan approval to the City of Boynton Beach, and any later request for information, or rejection or return by the City of Boynton Beach for reasons of technical compliance, shall not be deemed failure of PURCHASER to comply with the requirements of this Section. PURCHASER may extend the deadline for submission of application to the City far site plan approval by no more than sixty (60) days, subject to prior, written approval of the SELLER at SELLER's sole and reasonable discretion. 21.2 PURCHASER shall diligently and continuously pursue site plan approval and all other required Land Use Approvals until the same are issued. Notwithstanding the provisions of Section 13.3, PURCHASER shall have sixty (60) days to cure after receipt of notice of default of this Section 21.2. 12 355 01671768-3 21.3 PURCHASER shall submit construction documents and all necessary applications to the City to obtain necessary building permits for the Project within one hundred twenty (120) days of obtaining formai site plan approval from the City. 21.4 PURCHASER shall provide SELLER with updates on the process of obtaining financing for the Project, together with reasonable documentation, upon SELLER's request therefor. No later than Closing, PURCHASER shall provide adequate proof of Financial Closing (defined below), including verifiable binding documentation, to the SELLER. 21.5 Commencement of Construction shall occur within two (2) years of the Closing Date pursuant to the terms of this Agreement. Notwithstanding anything to the contrary herein, PURCHASER may extend the deadline for Commencement of Construction by one (1) period of twelve (12) months, subject to receipt of written approval from SELLER, which approval shall not be unreasonably withheld, conditioned or delayed provided PURCHASER is using good faith efforts and due diligence to achieve Commencement of Construction. "Commencement of Construction " mean the date when both of the following have occurred: (i) PURCHASER has provided adequate proof of a financial closing, and (ii) PURCHASER has actually begun construction activities, including demolition, site clearing, excavation, and/or utility relocation consistent with the City Code and all applicable permits, such that construction activities will continue on a consistent basis to complete construction of the Project. For purposes of this Agreement, a "Financial Closing" means the date on which all financial agreements and loan documents for the financing of the Project through completion have been executed and all required conditions contained in such financial agreements and loan documents for the commencement of funding have been satisfied, as determined by the Lender and PURCHASER. 21.6 PURCHASER shall ensure that the groundbreaking ceremony will occur prior to or simultaneously with the Commencement of Construction. 21.7 Completion of Construction, defined as receiving a temporary certificate of occupancy, within thirty-six (36) months of Commencement of Construction; provided, however, PURCHASER shall have the right to extend the deadline for Completion of Construction for one (1) period of twelve (12) months subject to receipt of written approval from the SELLER, which approval shall not be unreasonably withheld, conditioned or delayed, provided PURCHASER is using good faith efforts and due diligence to achieve Completion of Construction. After receipt of a temporary certificate of occupancy, PURCHASER shall use good faith efforts and due diligence to obtain a final certificate of occupancy in an expeditious manner. PURCHASER shall obtain a certificate of occupancy for the Project no later than 9.5 years after the Effective Date. 21.8 PURCHASER shall ensure that a ribbon cutting ceremony will occur prior to occupancy of the residential portion of the Project. 13 356 21.9 PURCHASER, upon thirty (30) days prior notice from SELLER, shall make a presentation to SELLER at a regularly scheduled meeting of the SELLER's Board meetings, or at such other meeting as the parties may agree, no less than annually, beginning at one (1) year after the Effective Date and ceasing after the presentation following Completion of Construction. In addition, PURCHASER shall provide a written report once every three months, which shall be presented to the SELLER's Board (with or without PURCHASER'S participation) at the next regularly scheduled public meeting. Such presentation and written reports shall include photographs and an update on the progress of obtaining Land Use Approvals, status of construction, compliance with any deadlines, terms, and provisions of this Agreement, and such other information reasonably requested by the SELLER to determine compliance with this Agreement. PURCHASER agrees to promptly reply to any inquiries of the SELLER's Board concerning the progress of the Project. 22. IntentionalIv Deleted. 22.1 Reverter Clause. The Special Warranty Deed shall contain a reverter clause (the "Reverter Clause") that shall run with the Property from the Closing Date until Completion of Construction, at which point the Reverter Clause shall automatically terminate. SELLER shall have the right to exercise its right of reverter if construction does not occur pursuant to the deadlines set forth in Sections 21.3, 21.5, and 21.7 hereof, including all subsections thereto. Notwithstanding the provisions of Section 13.3, in the event SELLER expresses intent to exercise the right of reverter based on PURCHASER's default for failure to comply with the provisions of Section 21.3, SELLER shall first notify PURCHASER of SELLER'S intent to exercise the right of reverter, and SELLER shall have sixty (60) days from delivery of the notice during which to cure the default and provide evidence of same to SELLER. In the event the SELLER exercises its right of reverter, SELLER shall pay to PURCHASER; (i) the Purchase Price of the property as set forth in Section 2 of this Agreement; and (ii) the amount of all verifiable out-of-pocket predevelopment and development costs incurred by PURCHASER between the first Land Use Approval and the time of default in connection with the Project, which shall be evidenced by bank statements, invoices and other documentation reasonably requested by SELLER, to the extent that the costs associated with those improvements have not been recaptured by the PURCHASER. To carry out the terms of this Section, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit "H." In the event PURCHASER enters into a loan with a Lender, the SELLER shall enter into a subordination agreement to subordinate the Reverter Agreement and the rights of reverter in this Agreement to the lien(s) and security interest(s) of Lender in a form and substance satisfactory to such Lender and determined to be satisfactory by the SELLER, which determination shall not be unreasonably withheld. Upon the Completion of Construction, the SELLER agrees to promptly issue a recordable letter acknowledging the release of the reverter rights described herein. On or prior to Closing, PURCHASER shall execute an assignment of proceeds to the benefit of the SELLER (the "Assignment of Proceeds"), which Assignment of Proceeds shall provide that if PURCHASER does not achieve Completion of Construction and Lender forecloses on the Project, then PURCHASER shall assign to SELLER the proceeds it receives 01671768-3 14 357 from Lender up to an amount equal to the greater of the fair market value of the land value of the Property only (i.e. determined as if the Property was unimproved) as of the date of the foreclosure and the fair market value of the land as of the Effective Date. If the SELLER and PURCHASER cannot agree upon the fair market value as of either or both dates described above (either of which may be referred to as a "Fair Market Value" in this Section), each of SELLER and PURCHASER shall hire an MAI -certified appraiser with a minimum of ten (10) years' experience appraising vacant land in the Boynton Beach, Florida area (an "Independent Appraiser"). Each Independent Appraiser shall submit its determination of the Fair Market Value within sixty (60) days after being engaged by SELLER and PURCHASER. If the Fair Market Values of the two Independent Appraisers are within five percent (5%) of the same value, then the average of the values shown on the two appraisals shall be determinative as the Fair Market Value. If the two appraisals are not within five percent (5%) of the same value, then the two Independent Appraisers shall select a third Independent Appraiser which shall be instructed to determine the Fair Market Value; provided, that the third Independent Appraiser shall also be directed to determine a Fair Market Value that shall not be greater than the higher nor less than the lower of the Fair Market Values determined by the first two Independent Appraisers. Within fifteen (15) days after its appointment, the third Independent Appraiser shall submit its determination of the Fair Market Value, and such Fair Market Value shall be determinative. The Assignment of Proceeds shall automatically terminate as of the Completion of Construction. 23. MISCELLANEOUS. 23.1 General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 23.2 Com utation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday observed by the City of Boynton Beach shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 01671768-3 15 358 23.3 Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This Section shall survive termination of this Agreement and the Closing. 23.4 Construction of A reement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 23.5 Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 23.6 Intentionally Deleted. 23.7 Waiver of Ju Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 23.8 Attorne s Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. However, SELLER's obligation under this section shall not exceed the amount of the statutory limits provided within Section 768.28, Florida Statutes, and nothing in this Agreement shall be deemed a waiver of SELLER's sovereign immunity rights. 23.9 BindineAuthoritv. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 23.10 No Recording,. This Agreement shall not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 01671768-3 16 359 23.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 23.12 PURCHASER Attorne s' Fees and Costs. PURCHASER acknowledges and agrees that PURCHASER shall be responsible for its own attorneys' fees and all costs, if any, incurred by PURCHASER in connection with the transaction contemplated by this Agreement. 23.13 O eration of Propert . From and after the Effective Date: (i) SELLER shall own, operate, manage and maintain the Property in its ordinary course of business consistent with past practices and shall not sell, further pledge, or otherwise transfer or dispose of all or any part of any Property; (ii) SELLER shall maintain in full force and effect property insurance on the Property in amounts currently maintained by SELLER; and (iii) SELLER shall not enter into any new Leases or amend same that would remain in effect beyond Closing without PURCHASER's prior written consent. Additionally, SELLER shall, from and after the Effective Date, deliver to PURCHASER promptly after receipt thereof copies of (i) all written notices to SELLER from tenants, (ii) all written notices to tenants from SELLER, (iii) any notice of violation issued by any governmental authority with respect to SELLER or the Property, (iv) any notice relating to any claim of litigation or threatened litigation with respect to SELLER or the Property, (v) notice of the commencement or threat of any condemnation, eminent domain or similar proceedings with respect to or affecting the Property. 23.14 Force Ma'leure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent and for so long as such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party (Events of Force Majeure), including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, pandemics, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority, or the other Party. Events of Force Majeure shall extend the period for the performance of the obligations for a period equal to the period(s) of any such delay(s). All terms contained herein are subject to Force Majeure. PURCHASER shall notify SELLER within 90 days of the onset of the Event of Force Majeure if PURCHASER intends to invoke this Section of the Agreement; otherwise, PURCHASER's rights under this Section shall be deemed waived for that Event of Force Majeure. 23.15 Public Records. SELLER is a public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the PURCHASER shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; 01671768-3 17 360 b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in Chapter 119, Fla. Stat., or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining and providing public records and transfer to the SELLER, at no cost, all public records in possession of the PURCHASER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. IF PURCHASER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PURCHASER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435; or SHUM@bbfl.us. SELLER shall, upon request, provide guidance to PURCHASER as to the public records keeping and reporting duties that are imposed upon PURCHASER as provided above and shall take all steps reasonably required to assist PURCHASER in not violating them. 01671768-3 Signatures on following page. The remainder of this page was intentionally left blank. 18 361 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BB QOZ, LLC BOYNTON BEACH COMMUNITY �Y e .REDEVELOPMENT AGE Printed Name: t0 Printed NamTy Penserga Title..�........�.�..._._�... .......... ...._._.......�..w..... Date: Title: Chair L Date: ..�..._..........._. ........w...�...�.�...._.��,._......�..__. WITNESS: WITE'�: Printed Name Approved as to form and legal sufficiency: 4RAAttorney C 01611766-3 19 362 PURCHASE AND DEVELOPMENT AGREEMENT EXHIBIT "A" LEGAL DESCRIPTION PROPERTY: 7 parcels further detailed below: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd, Boynton Beach, FL Parcel #: 08434528030010060 Lots 6 and 7, Block 1, ORIGINAL TOWN OF BOYNTON, according to the Plat thereof as recorded in the Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. Parcel 2: Physical Address: NE 4th St., Boynton Beach, FL Parcel#: 08434528030010080 Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast one-quarter of the Northeast one-quarter of Section 28, Township 45 South, Range 43 East, according to the Plat filed by Birdie S. Dewey and Fred S. Dewey, September 26, 1898, and recorded in the Public Records of Dade and Palm Beach County, Florida, Plat Book 1, Page 23. Parcel 3: Physical Address: NE 151 Ave., Boynton Beach, FL Parcel #: 08434528030010100 Lots 10,11 and West % of Lot 12, Block 1, ORIGINALTOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1, page 23, Public Records of Palm Beach County, Florida. Parcel 4: Physical Address: 115 N. Federal Hwy., Boynton Beach, FL Parcel #: 08434528030060010 Lots 1, 2, 3, 4, 5, 6 and 7, Block 6, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23 excepting therefrom the North 5' of Lots 5 and 7, and the West 5' of Lot 7, and existing right- of-way for U.S. Highway #1; together with buildings and improvements located thereon; and Parcel 5: Physical Address: 511 E. Ocean Ave., Boynton Beach, FL Parcel #: 08434528030060100 Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 6: Physical Address: 515 E. Ocean Ave., Boynton Beach, FL Parcel #: 08434528030060111 Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 7: Physical Address: 529 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060120 01671768-3 20 363 01671768-3 Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON, according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 21 364 01671768-3 PURCHASE AND DEVELOPMENT AGREEMENT EXHIBIT "B" Tax Increment Revenue Funding Agreement zz 365 TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement (hereinafter "Agreement") entered into as of the day of 2022, by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III of the Florida Statutes, (hereinafter the "CRA"), with a business address of 100 East Ocean Avenue, Or' floor, Boynton Beach, Florida 33435, and BB QOZ, LLC, a Florida limited liability company, with a business address of 613 NW 3rd Ave., Suite 104, Fort Lauderdale, Florida 33311, and its successors or assigns (hereinafter, the "Developer"; the Developer and the CRA are collectively referred to herein as the "Parties"). RECITALS WHEREAS, Developer submitted a proposal, a copy of which is attached here to as Exhibit "A," (the "Proposal") in response to the Request for Proposals and Developer Qualifications for the 115 N. Federal Highway Infill Mixed -Use Redevelopment Project ("RFP") issued by the CRA on July 23, 2021, incorporated herein by reference, which proposal was accepted by the CRA Board on November 30, 2021; and WHEREAS, the CRA has determined that the Project, as defined herein, furthers the Boynton Beach Community Redevelopment Plan; and WHEREAS, Developer has the knowledge, ability, skill, and resources to effectuate the construction and development of the Project; and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Revenue Funding for the Project will further the goals and objectives of the Boynton Beach Community Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties hereby acknowledge, the Parties agree as follows: Section 1. Incor oration. The recitals above and all other information above are hereby incorporated herein as if fully set forth. Section 2. Definitions. As used in this Agreement, the following terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 01649149-7 1 2.1. Adequate Proof of Financial Closing shall consist of verifiable binding documentation for the Project necessary to evidence that financing has been obtained for the construction of the Project through completion. 2.2. Area Median Income ("AMI") shall mean the City of Boynton Beach Area Median Income, as set forth and published each year by the City of Boynton Beach, unless required by the Lender to mean Palm Beach County Area Median Income, as set forth and published each year by the Department of Housing and Urban Development. If the Lender does not make a determination, the Developer shall use the City of Boynton Beach Area Median Income, provided that: (a) the City publishes AMI levels on a regular (annual) basis, (b) the AMI levels are made readily available to the general public, and (c) the City utilizes the same calculation methodology as does the Department of Housing & Urban Development. 2.3. 'Base Year" for determining Tax Increment Revenue from the Project shall be the year prior to Commencement of Construction (hereinafter defined). 2.4. "City" means the City of Boynton Beach, Florida. 2.5. "Commencement of Construction" or "Construction Commencement" means the date when both of the following have occurred: (i) Developer has provided Adequate Proof of Financial Closing, and (ii) Developer has actually begun construction activities (including demolition, site clearing, excavation, and/or utility relocation) consistent with the City Code and all applicable permits, such that construction activities will continue on a consistent basis to complete construction of the Project. 2.6. "Completion of Construction" shall mean the date for which the Project is substantially complete and the Temporary Certificate of Occupancy has been issued by the appropriate governing authority. 2.7. "Effective Date" shall mean the date the last party to this Agreement executes this Agreement. 2.8. "Financial Closing" The date on which all agreements and loan documents for the financing of the Project have been executed and all required conditions contained in such agreements and loan documents for the commencement of funding have been satisfied, as determined by Lender and Developer. 2.9. "Land Use Approvals" shall mean all required site plan, zoning, platting/replatting approvals from the City of Boynton Beach necessary to procure building permits to construct the Project on the Property. 2.10. "Lender" shall mean the lender selected by the Developer to provide a mortgage loan that is secured by all or any part of the Project. 01649149-7 lA 367 2.11. "Property" means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit "B," hereto. 2.12. "Purchase Agreement" means that certain Purchase and Development Agreement by and between the CRA, as seller, and Developer, as purchaser, dated of even date herewith. 2.13. "Tax Increment Revenue" means the amount deposited in the Redevelopment Trust Fund for the Boynton Beach Community Redevelopment Area, pursuant to Florida Statutes, Section 163.387, that is attributable to the Project. Section 3. Develo er's Obli ations and Covenants. 3.1 Construction of the Project. Developer shall construct a mixed-use, transit - oriented development containing a mixed -income workforce housing rental apartment building with restaurant, retail space, and office space, including public parking that incorporates public pedestrian connectivity, consistent with the Proposal (hereinafter the "Project"). In the event of a conflict between the Proposal and this Agreement, this Agreement shall control. The Project will include the Required Elements set forth below and be built consistent in all material respects with the Conceptual Site Plan attached hereto as Exhibit "C" except as revised pursuant to this Paragraph. The Conceptual Site Plan may be revised by Developer from time to time without the consent of the CRA, provided, however, that any change to the Conceptual Site Plan that would result in a change to any of the Required Elements (hereinafter defined) shall require the approval of the CRA, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Developer may increase the units or commercial or residential square footage without the consent of the CRA. 3.2 Development Deadlines. The following events must be completed as set forth herein and evidence of same shall be provided to the CRA upon completion of each event (collectively the "Project Deadlines"). At all times after the Effective Date, the CRA shall cooperate with Developer using good faith and due diligence to facilitate and expedite Developer's satisfaction of the Project Deadlines, which include, without limitation, the Land Use Approvals. 01649149-7 3.2.1. Submission of application to the City for site plan approval within one hundred eighty (180) days from the Effective Date. For purposes of this Section, submission of application shall mean the good faith submittal of a complete application for site plan approval to the City of Boynton Beach, and any later request for information, or rejection or return by the City of Boynton Beach for reasons of technical compliance, shall not be deemed failure of Developer to comply with the requirements of this Section. Developer may extend the deadline for submission of application to the City for site plan approval by no more than 3 368 sixty (60) days, subject to prior, written approval of the CRA at the CRA's sole and reasonable discretion. 3.2.2 Developer shall diligently and continuously pursue site plan approval and all other required Land Use Approvals until the same are issued. 3.2.3 Developer shall submit construction documents and all necessary applications to the City to obtain necessary building permits for the Project within one hundred twenty (120) days of obtaining formal site plan approval from the City. 3.2.4 Developer shall provide the CRA with updates on the process of obtaining financing for the Project, together with reasonable documentation, upon the CRA's request therefor. No later than the Closing Date (as defined in the Purchase Agreement), Developer shall provide Adequate Proof of Financial Closing to the CRA. 3.2.5 Commencement of Construction within two (2) years of the Closing Date pursuant to the terms of the Purchase Agreement. Notwithstanding anything to the contrary herein, Developer may extend the deadline for Construction Commencement by one (1) period of twelve (12) months, subject to receipt of written approval from the CRA, which approval shall not be unreasonably withheld, conditioned or delayed provided Developer is using good faith efforts and due diligence to achieve Commencement of Construction. 3.2.6 Developer shall ensure that the groundbreaking ceremony will occur prior to or simultaneously with the Commencement of Construction. 3.2.7 Completion of Construction within thirty-six (36) months of Commencement of Construction; provided, however, Developer shall have the right to extend the deadline for Completion of Construction for one (1) period of twelve (12) months subject to receipt of written approval from the CRA, which approval shall not be unreasonably withheld, condition or delayed provided Developer is using good faith efforts and due diligence to achieve Completion of Construction. After receipt of a temporary certificate of occupancy, Developer shall use good faith efforts and due diligence to obtain a final certificate of occupancy in an expeditious manner. Developer shall obtain a certificate of occupancy for the Project no later than 9.5 years after the Effective Date. 3.2.8 Developer shall ensure that a ribbon cutting ceremony will occur prior to occupancy of the residential portion of the Project. 3.3 Required Project Elements. The Project must include all of the following elements (the "Required Elements"). 01649149-7 4 369 3.3.1 A rental apartment building including a minimum of 236 rental units MOIRMNIMIM 3.3.1.1 The units shall be rented in accordance with the following ratio (regardless of how many units are constructed) (the "Affordability Requirements"): • Tier One: 3.8% of the total rental units to tenants that earn up to 80% of the AMI; • Tier Two: 23.1% of the total rental units to tenants that earn up to 100% of the AMI; • Tier Three: 23.1% of the total rental units to tenants that earn up to 120% of the AMI; and • Tier Four: the remaining total rental units shall be unrestricted. • Tier One, Tier Two, and Tier Three units shall be the Restricted Units. If necessary, and if consented to by Developer in Developer's sole and absolute discretion, the total rental units and Affordability Requirements may be adjusted as may be required in order to meet the minimum code requirements of the City of Boynton Beach's Workforce Housing Program, provided that at no time shall the sum of Tier One, Tier Two and Tier Three units be less than 50% of the total rental units. The units shall be rented to tenants in compliance with fair housing laws. Developer shall not segregate units based on income levels, When not in contravention of such laws, Developer will not designate all affordable unit to be in the same Tier and will attempt to designate a variety of unit types as affordable units. 3.3.1.2 On the date of the Financial Closing, the Developer will record a Restrictive Covenant containing the Affordability Requirements (the "Restrictive Covenant"), which shall remain in effect for the Restricted Units for a period of 15 years following Completion of Construction (the "Initial Affordability Term"). At the conclusion the Initial Affordability Term, units to 30% of the total rental units (in the same tier proportion as set forth in Section 3.3.1.1 hereof) for an additional 15 -year period (30 years total following Completion of Construction). The Restrictive Covenant shall also provide that 10% of the Restricted Units (in the same tier proportion as set forth in Section 3.3.1.1 hereof) shall remain subject to the Affordability Requirements in perpetuity. The Restrictive Covenant shall be in a form approved by the CRA and Letcler. 01649149-7 5 370 3.3.2 A minimum of 16,800 square feet of commercial space (e.g. restaurant, retail and office). 3.3.3 A minimum of 150 public parking spaces in addition to the parking spaces Developer reasonably calculates Developer will require for the commercial and residential portions for the Project, which shall be located in a parking garage to be constructed by Developer and which shall remain open to the public in perpetuity pursuant to a lease agreement to be executed between the Parties, (the "CRA Spaces"), in a form substantially similar to the lease attached hereto as Exhibit "D." Although the CRA Spaces are separate from the parking spaces that are designated for the residential and commercial uses, and shall not be designated by Developer for association with the residential or commercial uses, the CRA Spaces shall be included in the calculation of determining the total number of parking spaces required for compliance of the residential and commercial uses with the minimum code requirements of the City of Boynton Beach. Section 4. Public Benefits. Developer shall comply with the following Requirements. 4.1. Job Fairs, and Apprenticeship. Prior to and/or during the construction of the Project, Developer shall use commercially reasonable efforts to: • Host two (2) job fairs, between Commencement of Construction and Completion of Construction, at a venue within the City of Boynton Beach; • Participate in job fairs within 15 miles of the City when notified of such job fairs by CareerSource Palm Beach County or such other entity as the CRA may designate from time to time; • Include requirements in all contracts with contractors that the contractors use commercially reasonable efforts to participate in an apprenticeship program; and • Provide documentation evidencing satisfaction of these requirements upon request by the CRA and as part of the Annual Performance Report (hereinafter defined). 4.2. Green Building. Developer will achieve a minimum National Green Building Standards (NGBS) Bronze certification for the residential building. Evidence of the NBGS Bronze certification shall be submitted to the CRA within twelve (12) months following Completion of Construction. Developer will analyze the feasibility of using the chilled water services offered by the District Energy Facility located in the Town Square complex. 4.3 Green Wall. Developer shall use commercially reasonably efforts to incorporate a green wall into the wall of the parking garage associated with the Project consistent with City code. 01649149-7 6 371 4.4 Electric Vehicle Charging Stations. Developer shall install provisions t* to install additional electric vehicle charging stations in up to 15 of the other CRA Spaces, the specific number and location of spaces to receive such conduit to be mutually agreed to by the Parties prior to finalization of construction plans for the parking associated with the Project. 5.1 Annual Performance Report. Commencing upon the Effective Date, Developer shall annually provide the CRA with an Annual Performance Report for the Project certifying Developer's compliance with the requirements of this Agreement and the Purchase and Development Agreement and, as applicable upon Completion of Construction, evidencing that Developer has paid all property taxes for the Property for the preceding year. Such report must W,e SLI all requirements for the Annual Performance Report contained in this Agreement. Further, Developer shall, at any time requested by the CRA but not less than once per calendar year, ;!ppear before the CRA Board and provide any information requested regarding the Project. 5.2 The following are conditions precedent to the CRA's annual disbursal of Tax Increment Revenue pursuant to this Agreement: 01649149-7 Developer must have timely provided its Annual Performance Report, providing evidence of compliance with the requirements of this Agreement and evidencing that Developer has paid all property taxes for the preceding year; and 5.2.2 A finding by the CRA Board that the Annual Performance Report submitted by Developer is consistent with the requirements of this Agreement, which finding shall not be unreasonably withheld, conditioned or delayed; and M MGM 5.2.4 Developer is not in material default beyond any applicable notice and cure period under any terms or provisions of this Agreement. Developer shall not be entitled MPMEA 177FIWWJJ any applicable notice and cure period under the terms of this Agreement and has failed to sufficiently cure the default as provided for herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Tax Increment VA 372 Revenue during any period of default by the Developer, provided that, once a default is cured, Developer shall receive its Tax Increment Revenue for the remainder of the TIR Term, provided Developer is not in default under this Agreement. Section 6. Tax Increment Revenue. 6.1 Formula and Term. 6.1.1 The CRA hereby agrees to pledge and assign to Developer pursuant to the terms of this Agreement, an annual amount which equals ninety-five percent (95%) of the Tax Increment Revenue, for a fifteen (15) year term, not to exceed a total of seven million dollars ($7,000,000.00) ("TIR Cap"), commencing on the last day of the year that all of the following conditions are met ("TIR Term"): A. The Developer has achieved Completion of Construction; B. All elements of the Project have been placed on the Tax Roll; C. The CRA has received Tax Increment Revenue from the Project; D. The Annual Performance Report is received and found to be sufficient by the CRA, which finding shall not be unreasonably withheld, conditioned or delayed; and E. Developer is not in default under this Agreement. Provided the above conditions precedent are satisfied, the CRA shall disburse the Tax Increment Revenue to the Developer as soon as practicable after the CRA receives the Tax Increment Revenue. 6.2 No Prior Pledge of Tax Increment Revenues. The CRA warrants and represents that the Tax Increment Revenue are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned, pledged, hypothecated or secured by the CRA for the period covered by term of this Agreement. 6.3 Form of Payment. Payment of the Tax Increment Revenue shall be in the form of a CRA check made payable to the Developer. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developer of obligations under this Agreement or to be an acceptance of faulty or incomplete rendition of Developer's obligations under this Agreement. Section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or 01649149-7 K 373 by recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested. The use of electronic communication is not considered as providing proper notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Boynton Beach Community Redevelopment Agency Attention: Thuy Shutt, Executive Director 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Tara W. Duhy, Esq. Lewis, Longman & Walker, P.A. 360 S. Rosemary Ave Suite 1100 West Palm Beach, Florida 33401 If to Developer, such notice shall be addressed to: BB QOZ, LLC Attention: Jeff Burns & Nicholas Rojo 613 NW 3rd Ave., Ste. 104 Fort Lauderdale, Florida 33311 With a copy to: Lance M. Aker, Esq. Kapp Morrison LLP 7900 Glades Road, Ste 550 Boca Raton, Florida 33434 Section 8. Default. The failure of Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. If Developer fails to cure the default within thirty (30) days of notice from the CRA, the CRA may withhold payment of Tax Increment Revenue to Developer due for such calendar year; provided, however, if such default takes longer than thirty (30) days to cure, such cure period shall be extended until the Developer cures such default provided that the Developer is using good faith efforts to effectuate such cure in a diligent manner and such cure can be completed within the same calendar year. A default under this Agreement shall not terminate this Agreement, but payments of the Tax Increment Revenue to Developer shall not re -commence until such default is cured. 01649149-7 E 374 Section 9. Termination. This Agreement shall automatically terminate: 1) upon the last disbursement of Tax Increment Revenue due to Developer pursuant to the terms of this Agreement; 2) upon the expiration of the 15 -year TIR Term, or 3) if Developer fails to Commence Construction or Complete Construction of the Project as required herein (unless such time period is extended by the CRA or this Agreement is assigned to Lender pursuant to the terms of this Agreement). Section 10. Miscellaneous Provisions. 10.1. Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement, except if caused by the gross negligence or willful misconduct of the CRA. Except as set forth in the foregoing sentence, Developer hereby forever waives, discharges, and releases the CRA, its agents, and its employees, to the fullest extent the law allows, from any liability for any damage or injury sustained by Developer. 01649149-7 10.2. Indemnification. Developer shall indemnify, save, and hold harmless the CRA, its agents, and its employeesfrom any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property or other damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment installation and removal) of Developer. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 10.3. Assignment. This Agreement may only be assigned in its entirety. Prior to Completion of Construction, this Agreement may only be assigned by Developer to an entity that is managed by Developer's key principals, Jeff Burns and Nicholas Rojo, or Lender pursuant to Developer's loan documents with Lender, and provided that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement. Such assignment may be made without further consent of the CRA; however, Developer shall provide notice to the CRA within 30 days of such assignment. After Completion of Construction, provided Developer is not in default under this Agreement, this Agreement may be assigned by Developer to any third party with the consent of the CRA, which consent shall not be unreasonably withheld, conditioned, or delayed, provided however, that such assignment shall not be effective unless (a) the Developer delivers written lim 375 01649149-7 notice to the CRA at least thirty (30) days prior to the assignment, (b) the third party assignee demonstrates to the reasonable satisfaction of the CRA that the balance of the Tax Increment Revenue is required to maintain the Affordability Requirements, and (c) the assignee shall specifically assume all of the obligations of the Developer under this Agreement. Notwithstanding the foregoing, in the event Lender takes possession of or becomes the record owner of the Property, this Agreement shall be automatically assigned to Lender upon receipt by the CRA of written notice by Lender that it desires, in Lender's sole and absolute discretion, to be assigned this Agreement and to assume all of the rights and obligations of the Developer under this Agreement. The notice must be received within 90 days of Lender taking possession of or becoming the record owner of the Property. 10.4. Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA or the Developer, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 10.5. No Discrimination. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 10.6. No Partnership, Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or employee relationship. It is specifically understood that Developer is an independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance under this Agreement. 10.7. Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida's Public Records Law. Specifically, the Developer shall: a. Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement; b. Upon request from the CRA's custodian of public records, provide the CRA 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 in this chapter or as otherwise provided by law. 11 376 01649149-7 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 Agreement term and following completion of the Agreement if Developer does not transfer the records to the CRA. d. Upon completion of the Agreement, transfer, at no cost, to the CRA all public records in possession of Developer or keep and maintain public records required by the CRA to perform the service. If Developer transfers all public records to the public agency upon completion of the Agreement, Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon completion of the Agreement, Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA, upon request from the CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435; or SHUTTT@bbfl.us. 10.8. Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9. Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 12 377 01649149-7 110.10. Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. 10.11. Governing Law, Jurisdiction, and Venue. The terms and provisions of th Agreement shall be governed by, and construed and enforced in accordance wit, the laws of the State of Florida and the United States of America, without rega to conflict of law principles. Venue and jurisdiction shall be Palm Beach Count -I Florida, for all purposes, to which the Parties expressly agree and submit. 10.12. Independent Advice. The Parties declare that the terms of this Agreemem have been read and are fully understood. The Parties understand that this is a binding legal document, and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 10.13. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable. 0. 14. Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. 10.15. Compliance with Laws. In its performance under this Agreement, Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations enacted as of the Effective Date. 10.16. Survival. The provisions of this Agreement regarding public records, indemnity, parking, Affordability Requirements, and waiver shall survive expiration or termination of this Agreement and remain in full force and effect. 10.17. Minor Modifications. The CRA Executive Director, shall administrative amend this Agreement (without requirement of CRA board approval) as may reasonably required by the Lender, provided that such amendment does n pertain to or impact any material term of this Agreement and is for the purpo of complying with Lender requirements in order to effectuate Financial Closing. el any required amendment by the Lender would have a material effect on the ter and conditions set forth in this Agreement, then such amendment shall requi CRA board approval, not to be unreasonably withheld, conditioned or delayed. F purposes of this paragraph, the term "material term" shall include all terms an s provisions in Sections 3, 4, 5, 6, 8, 9, 10.1, 10.2, 10.3, 10.4, 10.7, 10,16, 10.17, an$ 10.18, (including all subsections thereunder), and any other term reasonab IN 378 01649149-7 deemed material by the CRA Attorney at the time such request for amendment i -2f made. 0. 18. Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent and for so long as such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, pandernics, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority, or the other Party. Events of Force Majeure shall extend the period for the performance of the obligations for a period equal to the period(s) of any such delay(s). All terms contained herein shall be subject to Force Majeure. 10.19. Computation of Time — Any referenced herein to time periods which are not measured in Business Days and that are less than six •:. days shall not •:• Saturdays, Sundays, and legal holidays in the computation thereof. Any period provided for in this Agreement which ends on a Saturday, Sunday, or legal holiday shall extend to 5 p.m. on the next full Business Day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the computation thereof. For purposes of this Agreement, Business Days shall mean Monday through Friday but shall exclude state and federal holidays. "1 11:11 1105!15RIJ151 lilt 0 11 '111 "It 1 101111111111 �1111111'17111131111113M�� 14 379 WITNESS Print Name: BB QOZ, LLC, a Florido, lhnite(j, li bility company B Avaz>Printed Name : Title: BEFORE UM, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared 9411A'91s &tAs ow0#7,4(of BB QOZ, Ll and acknowledged under oath that he/she has executed the foregoing Ag eement as the proper official of BB QOZ, LLC, for the use and purposes mentioneA,hcrdn-4Vd that the instrument is the act and deed of BBQOZ, LLC. He/she is personally kno o me or has produced as identification..."' "°° ....... IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this �day of 3 (v 2022. My Commission Expires: 5-119 1 e q Notary Q16491494 COATES wdW Thru [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 15 380 WITNESSES Print Name,nzione ..... ____._ w .......__..... Print Name:. STATE OF FLORIDA \ ) 1 COUNTY OF PALM BEACH ) BOYNTON BEACH COMMUNITY REDEVELOPMENT ADEN "Y 13y:___" y.... Ty Penser , CRA Board Chair .. 0,04 fob n:� �mm�ammm m! S ��'m �rry dp�wyqgry��o BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personal...appeared . Ty Penserga, as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she isersonall �,,o.. F or has produced ..... ___ as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this day of 2022. _. My Commission Expires: 01649149-7 Notary � y •�� i�`ig61 �� 16 bliA State of Florj�fi at Large 381 EXHIBIT "A" PROPOSAL The proposal submitted by BB QOZ, LLC, a Florida limited liability company, with a business address of 613 NW 3rd Ave., Suite 104, Fort Lauderdale, Florida 33311, in response to the Request for Proposals and Developer Qualifications for the 115 N. Federal Highway Infill Mixed-use Redevelopment Project ("RFP") issued by the CRA on July 23, 2021, which proposal was accepted by the CRA Board on November 30, 2021, is hereby incorporated herein by reference as if fully set forth. A copy shall be maintained at the offices of the Boynton Beach Community Redevelopment Agency, and upon dissolution of the same, a copy shall be maintained by the City of Boynton Beach. 01649149-7 17 382 EXHIBIT "B" PROPERTY LEGAL DESCRIPTION PROPERTY: 7 parcels further detailed below: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd, Boynton Beach, FL Parcel #: 08434528030010060 Lots 6 and 7, Block 1, ORIGINAL TOWN OF BOYNTON, according to the Plat thereof as recorded in the Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. Parcel 2: Physical Address: NE 4th St., Boynton Beach, FL Parcel #: 08434528030010080 Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast one-quarter of the Northeast one-quarter of Section 28, Township 45 South, Range 43 East, according to the Plat filed by Birdie S. Dewey and Fred S. Dewey, September 26, 1898, and recorded in the Public Records of Dade and Palm Beach County, Florida, Plat Book 1, Page 23. Parcel 3: Physical Address: NE 11t Ave., Boynton Beach, FL Parcel #: 08434528030010100 Lots 10, 11 and West %: of Lot 12, Block 1, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1, page 23, Public Records of Palm Beach County, Florida. Parcel 4: Physical Address: 115 N. Federal Hwy., Boynton Beach, FL Parcel 08434528030060010 Lots 1, 2, 3, 4, 5, 6 and 7, Block 6, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23 excepting therefrom the North 5' of Lots 5 and 7, and the West 5' of Lot 7, and existing right-of-way for U.S. Highway #1; together with buildings and improvements located thereon; and Parcel 5: Physical Address: 511 E. Ocean Ave., Boynton Beach, FL Parcel #: 08434528030060100 Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 6: Physical Address: 515 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060111 Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 01649149-7 18 383 Parcel 7: Physical Address: 529 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060120 01649149-7 Lot 12, Block 6, ORIGINALTOWN OF BOYNTON, according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 19 384 01649149-7 EXHIBIT Arc CONCEPTUAL SITE PLAN at 385 M, 0 387 30 . ..... ... .. o # M, 0 387 01649149-7 EXHIBIT "D" DRAFT PARKING LEASE 21 388 �ffl� PARKING LEASE AGREEMENT (this "Lease"), is made and entered into this :,)'dayof 2022, by and between BB QOZ, LLC, a Florida limited liability company, The Boynton Beach Communi CRA). a -ublic agene ("Landl ,, id Redevelopment Agene BB D WITNESSETH: '477r, 1, ab-111iffe p-ar7r17rMTtTscn6ea 6y me legal description attached hereto as Exhibit A, (collectively the "Pigperty"); and WHEREAS, the Landlord intends to construct a mixed-use, transit -oriented development containing a mixed -income workforce housing rental apartment building with a minimum of 236 rental units available to various affordabili rpsgii- i j'jifi defined) (the "Pr9ject"); and WHEREAS, Tenant has provided property valued at approximately $5.51 million in exchange for the dedicated parking; and WHEREAS, the Landlord and the Tenant have entered into a Tax Increment Revenue Funding Agreement and Purchase and Development Agreement (other Agreements) wherein the Tenant is providing certain economic development incentives to develop the Project; and WHEREAS, the Tenant recognizes the positive impact that the Project will bring to the City of Boynton Beach including the provision of additional parking facilities; and WHEREAS, the Landlord and Tenant desire to enter this Lease to provide 150 parking spaces located in the Parking Garage, in addition to the parking spaces Landlord reasonably calculates Landlord will require for the commercial and residential portions for the Pr ' for the use -41A the general �!ublic for enhancement of the downtown in furtherance of Tenant's 2016 Community Redevelopment Plan, as set forth below; and WHEREAS, this Lease does not impact or affect City of Boynton Beach Parking Code requirements; however Tenant will not object to Landlord including the Parking Spaces in the calculation uses of the Project with the minimum code requirements of the City of Boynton Beach; and WHEREAS, the Tenant, as the BBCRA, has determined and hereby finds that this Lease promotes economic development in the CRA Area and, as such, is in the best interests of the BBCRA and furthers the 2016 Boynton Beach Community Redevelopment Plan. NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, the sufficiency of which is acknowledged by both parties, the Landlord and Tenant covenant and agree as follGws: 016733474 259421v9 389 111111111111111 Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the following described parking spaces (the to be utilized exclusively by Tenant for the F!'ermitted Use (as defined in Section 14 below): -AK-mg spaucs sl to be constructed at NE 4h Street, Boynton Beach, Florida 33435 and NE I't Avenue, Boynton Beach, Florida 33435 (the "Parkin ar in the locations designated as "Parking Spaces" on Exhibit B without the prior written consent of the Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant take into consideration whether such location change will negatively impact public access and the number of times the location has been changed. Landlord shall provide notice to Tenant at least 14 days prior to the Parking Spaces being relocated, and Landlord shall bear the actual, reasonable and verifiable costs (excluding any Tenant overhead costs), if ang, of relocatin , S-oaces, in I ing an costs associated with moving in _e.1ARftj9 g the Parking , J_� V vehicle chargers, or other similar items. Landlord shall not move Tenant in any manner that will reduce Tenants ability to use parking meters, provide electric vehicle chargers, or other similar items. At no time shall the total Parking Spaces be less than one hundred fifty (150), and Landlord shall use commercially reasonable efforts to keep the Parking Spaces generally contiguous. At no time shall the Parking Spaces be located on anv level hiLyher than level 3 of the Parking Garage. exce2t as may be set forth o t Vie _M�i NEW, areas located only on the floors of the Parking Garage where the Parking Spaces are located, for their with the use of such areas by Landlord or other users of the Parking Garage. The use by Tenant and the eeneral Dublic of the Parkin S*aces shall be suAject to the tgniq vrd c*-gditi*-cs*f JIM an(Gi wi1nouL any a ance notice to Landlord. If Landlord later determines that Landlord's (or other Project tenants') intended use of the parking garage requires additional spaces, Landlord may request to allocate some of the Parking Spaces towards such intended use. Tenant has sole and absolute discretion as to whether to approve or deny such request, in whole or in part, and may place conditions on such use. It is anticipated that in the event Tenant approves I I wf OA f, t :�t[ flif, 16, 1 -11, W *,L*J I U-11 EWA U-1 I rif I I M 1R)MM I W-11 rR I BROJEOR ;I 1$141M7d41UJw 1, , " 't i A WIN M 04 Ww_ W"I "04 FAWInW.-N241rum I M1142 01 -d -i I a ON] ILI TM I V-1 I im Term; Constructµon of Parking11"Definitions. -- Gg�W, (a) The to of this Lease (the "Tenn") shall be twenty-five (25) years, with three (3) automatic 25 -year extensions unless earlier terminated by Tenant pursuant to written notice to Landlord at least 4 weeks prior to termination. The Term shall commence on the date that Landlord and Tenant mutually agree in writing that Tenant (and the public) may begin occupying the Parking Spaces, which date shall not occur before construction of the Parking Garage has been substantially completed (as defined below) and the public may begin accessing the Parking Spaces (the "Lease Commencement Date"). _ ..................................... ___ (b) The Parking Garage shall be constructed by the Landlord in accordance with the permitted set of plans for which a building permit is issued by the appropriate governing authority, which 01673347-4 2 390 plans shall be based upon the Parking Garage Floor Plan attached hereto as Exhibit B. In the event of any conflict between this Lease (including Exhibit A) and the permitted set of plans, the permitted set of plans shall govern and control. Landlord shall provide notice to Tenant of any significant changes to the Parking Garage Floor Plan from what is depicted in Exhibit B. (c) The term "substantially completed" shall mean and refer to the date a temporary certificate of occupancy or certificate of occupancy (or its equivalent) has been issued by the appropriate governing authority for the Parking Garage. (d) The "Effective Date" of this Lease is the date after it has been fully executed by Landlord and Tenant, 4. Base Rent. The property provided by Tenant valued at approximately $5,510,000, together with Tenant's compliance with the terms and conditions of this Lease, shall constitute sufficient consideration for Tenant's use of the Parking Spaces during the term of this Lease. Consequently, for the purposes of this Lease, the term "Base Rent" shall be understood to be rent in the amount of $0.00, but the $0.00 amount of rent shall not affect the validity of this Lease. 5. Additional Rent. Unless otherwise expressly provided, all monetary obligations of Tenant to Landlord under this Lease, of any type or nature, other than Base Rent, shall be denominated as additional rent and include applicable sales tax (unless exempt) ("Additional Rent"). In addition to Base Rent, as set forth in Section 4 above, Tenant shall be obligated to pay, as Additional Rent, Tenant's Percentage Share (as defined in Section 6, below) of Operating Expenses (as hereinafter defined), plus applicable sales tax (unless exempt), to be a set rate established once per year, which shall be subject to reconciliation as set forth in Section 6 hereof. For the first (l't) year of the Term, the amount of Operating Expenses paid by Tenant shall not exceed fifty dollars ($50.00) per space per month (the "Operating Expense Cap'). The Operating Expense Cap shall increase by the increase in the Consumer Price Index for All Urban Consumers published by the U. S. Bureau of Labor Statistics annually, and the Operating Expense Cap shall terminate and be of no further force and effect at the expiration of the twentieth (20th) year of the Term. Any increase in rent will become effective October 1, provided however that in order for such increase to be effective, Landlord will provide Tenant notice of the increased rental rate no later than April 1 of that year. In no instance may the Landlord increase the Rent more than one per year. For the purposes of this Lease, "Operating Expenses" shall mean all reasonable actual costs and expenses solely and directly attributed to and incurred by Landlord in owning, maintaining, insuring, and repairing the Parking Garage, including, without limitation, all common areas thereof after the Lease Commencement Date, which costs and expenses shall include, but shall be limited to, security, parking systems, cleaning, trash collection and disposal, utilities, maintenance and repairs of all elements of the Parking Garage, pest control, fire safety systems, all insurance costs incurred by Landlord with respect to insurance policies maintained by Landlord with respect to the Parking Garage, industry standard management fees, license fees, maintenance, repair and operational supplies, the costs of fabricating, installing and maintaining signage, landscaping, administrative and industry standard professional costs, permitted capital expenditures, industry standard repair and replacement reserves in connection with any of the foregoing items and ad valorem and non -ad valorem real estate taxes, assessments and fees attributable to or otherwise applicable to the Parking Garage. Operating Expenses do not include salary, benefits, or bonuses of Landlord's employees or officers; or other expenses not directly related to the operation of the Parking Garage. In the event any surcharge or regulatory fee is at any time imposed by any governmental authority for parking spaces within the Parking Garage, Tenant shall pay Tenant's Percentage Share (as defined below) of such surcharge or regulatory fee to Landlord as Additional Rent, payable as set forth in this Section 5. Notwithstanding the foregoing, Tenant shall pay one hundred percent (100%) of the costs and expenses solely and directly related to the Parking Spaces only (as opposed to costs and expenses that relate to the Parking Garage generally, which are billed as Operating Expenses), including, but not limited to, parking meters or parking systems (such as pay 016733474 3 391 stations or pay -by -phone stations), electrical vehicle charging stations, signage and safety monitoring specific to the Parking Spaces. 6. Pqy ment of Additional . Rent;_Tenqnt'S,.Yqrppiitag ,Share. Additional Rent (together with . ..... applicable sales tax unless exempt) shall be due and payable Payment shall be made on a monthly basis on or before the first (I I) day of each calendar month throughout the duration of the Term, without notice, demand, setoff or deduction and made payable to Landlord at the address provided in Section 7, which may change from time to time. If any payment due from Tenant shall remain overdue thirty (30) days after the due date, the payment due plus administrative charges shall bear interest at the rate often percent (10%) per annum. If any check given to Landlord for any payment is dishonored for any reason whatsoever attributable to Tenant, in addition to all other remedies available to Landlord, upon demand, Tenant will reimburse Landlord for all insufficient funds, bank, or returned check fees. The term "Rent" when used in this Lease shall include Base Rent and all forms of Additional Rent. For the purposes of this Lease, Tenant's Percentage Share shall be deemed to be a fraction, the numerator of which is the number of Parking Spaces (150 parking spaces), and the denominator of which shall be the total number of parking spaces within the Parking Garage (estimated to be 545 parking spaces) Landlord estimates that Tenant's Percentage Share will be approximately 27.52%, as may be adjusted based on the total number of parking spaces within the Parking Garage pursuant to the building permit for the Parking Garage. The parties agree that the estimated number of parking spaces and estimated percentage described in the previous sentence are not binding are intended only to provide an example of how Tenant's Percentage Share shall be calculated. After each year of the Term, Landlord shall provide Tenant with a reasonably detailed statement of the actual Operating Expenses for the prior year and Tenant's actual Percentage Share. An adjustment shall be made between Landlord and Tenant with payment to or repayment by Landlord, as the case may require, to the end that the Landlord shall receive the entire amount actually owed by Tenant for Tenant's Percentage Share of the Operating Expenses for the prior year up to the amount of the Operating Expense Cap, but shall not exceed the amount of the Operating Expense Cap. Tenant shall receive a credit for any overpayments for the year on the next payment of the Additional Rent. Any payment adjustment owed by Tenant to Landlord will be due with the next payment of the Additional Rent. Tenant waives and releases any and all objections or claims relating to the actual Operating Expenses for any calendar year unless, within sixty (60) days after Landlord provides Tenant with the notice of the actual Operating Expenses, Tenant provides Landlord notice that it disputes the actual Operating Expenses. If Tenant disputes the actual Operating Expenses, Tenant shall continue to pay the Additional Rent in question to Landlord in the amount provided in the Operating Expenses (if a reoccurring expense) pending resolution of the dispute. Such dispute shall be resolved by hiring an independent auditor, whose fees shall not be on a contingency basis and whose fees shall be paid by Tenant, unless the audit discloses that Landlord's Operating Expense calculation was incorrect by more than seven percent (7%), in which case Landlord shall pay the cost of the independent auditor. 7. Notice. Any notice under the terms of this Lease shall be in writing and shall be deemed to be duly given only if delivered personally or mailed by registered mail in a postage -paid envelope or via express courier or other nationally recognized overnight delivery service and sent to the address(es) as set forth below: If to Landlord: BB QOZ, LLC c/o Affiliated Development 613 NW 3' Ave., #104 Ft. Lauderdale, Florida 33311 Attention: Jeffrey Burns 01673347-4 4 392 With a copy to: Kapp Morrison LLP 7900 Glades Rd., Suite 550 Boca Raton, Florida 33435 Attention: Lance Aker If to Tenant: Boynton Beach Community Redevelopment Agency Attn: CRA Director 100 East Ocean Avenue 4th Floor Boynton Beach, Florida 33435 With a copy to: City of Boynton Beach, Florida Attn: City Manager 100 East Ocean Avenue Boynton Beach, Florida 33435 The address of either party may be changed upon giving at least fifteen (15) days' advance written notice of that change to the other party. ano........ k rR g . Landlord shall have the right to block off any or all of the Parking Garage, including the Parking Spaces, for purposes of repair or maintenance of the Parking Spaces. At no time will Landlord block of any Parking Spaces for more than ten (10) days without the prior written consent of Tenant, except as reasonably required to complete repair or maintenance of the Parking Spaces. Except in emergency circumstances, Landlord shall provide Tenant with not less than three (3) days' advance notice of the foregoing if Tenant's or the general public's access to the Parking Spaces will be prevented. Landlord shall have the unrestricted and exclusive right to utilize all parking spaces located within the Parking g g p ("Landlord's_w.._M,M,M,M„,,,Parking Areas"}. Tenant shall have no right to ar Garage other than the Parkin Spaces„ park within or utilize any portion of Landlord's Parking Areas. Landlord or its agents shall have the right to immediately remove, or cause to be removed, any car or vehicle of Tenant that may be parked in Landlord's Parking Areas, without any liability and without any advance notice to Tenant. Notwithstanding anything to the contrary set forth herein, Tenant hereby acknowledges and agrees that Landlord and its agents, employees, contractors, tenants, and licensees (collectively, the "Landlord Parties"), shall retain and have the unrestricted right to reasonably utilize those portions of the Parking Garage located around, adjacent to and surrounding the Parking Spaces, including without limitation, drive isles, ramping, pedestrian and handicap accessibility areas, back of house areas, stairwells, elevators and all other areas outside of the individual parking stalls for the Parking Spaces (collectively, the "Access Areas") for the purpose of vehicular and pedestrian ingress and egress to and from Landlord's Parking Areas so long as such use does not prevent access to the Parking Spaces. The Access Areas shall not include any area of the Parking Spaces. Tenant acknowledges and agrees that the foregoing right of the Landlord and Landlord Parties to reasonably utilize the Access Areas shall be irrevocable and remain in full force and effect throughout the duration of the Term (as the same may be extended) and Tenant shall have no right to claim constructive eviction by virtue of the Landlord's reasonable utilization of the Access Areas, notwithstanding the fact that such Access Areas may be located in close proximity to the Parking Spaces. Except as provided herein, Landlord shall include a provision in its residential leases prohibiting such tenants from parking within the Parking Spaces or otherwise use the Parking Spaces unless payment of the parking fees are made at the same rate as the general public utilizing the Tenant's Parking Spaces. 9. Landlord Covenants and Obliigations,. Landlord covenants that: (a) prior to the Lease Commencement Date, it will have fee title in the land of which the Project and Parking Garage will be substantially completed; and (b) upon performing all of its obligations hereunder, Tenant and general public 01673347-0 5 393 shall have access to the Parking Spaces and Access Areas for the Term (including any extension thereof) of this Lease, subject, nevertheless, to the terms and conditions of this Lease. Except as specifically required herein of the Tenant with regards to the Parking Spaces, Landlord shall operate, manage, equip, light, repair and maintain, in a reasonably clean and safe manner, the Parking Garage, Parking Spaces and Access Areas and all facilities and fixtures, including without limitation roof, walls, ramps, electrical installations, elevators, fire and related alarms, lighting, landscaping, and doors in working condition and repair necessary for their intended purposes in a manner comparable to other similar parking garages in Palm Beach County, Florida, the cost of which maintenance, repairs and replacements shall be included in the Operating Expenses. The foregoing shall also include the Landlord providing janitorial services, waste and recycling removal, and pest control services throughout the Parking Garage, which service costs shall be included in the Operating Expenses. If a repair is needed within the Parking Garage, Tenant shall notify the Landlord in writing of the need for the repair, which notice Landlord shall acknowledge within three (3) business days of receipt of same, and Landlord shall use good faith to complete such repair in a timely manner, and the cost of such repair shall be included in the Operating Expenses. Notwithstanding anything to the contrary herein, Tenant shall promptly repair any damage to the Parking Spaces or Parking Garage caused by the Tenant or Tenant's agents, employees, contractors, licensees or invitees, at Tenant's sole cost and expense. Landlord may, in its sole and absolute discretion, restrict the size, location, nature or use of the Access Areas as those Access Areas exist at the Lease Commencement Date. Landlord shall be responsible for paying all utilities at the Parking Garage as of the Lease Commencement Date including without limitation water, sewer, stormwater, gas, solid waste and electricity for the Parking Garage, to the extent such utilities serve the Parking Garage, with Tenant paying to Landlord Tenant's Percentage Share of the utilities as Additional Rent when due. Tenant shall be responsible for paying all utilities exclusively necessary or separately metered for the Parking Spaces and management of the same (e.g., Tenant shall be responsible to install and pay for any electrical charges for parking meters it installs, including the cost of all power requirements necessary to service the electric vehicle charging stations). Tenant agrees that it shall not install any equipment which will exceed or overload the capacity of any Landlord utility facilities and that if any equipment installed by Tenant shall require additional utility facilities, the same shall be installed at Tenant's expense in accordance with plans and specifications to be approved in writing by Landlord in its sole and absolute discretion. 10. Landlord's„Liabili,ty. All Tenant's personal property placed or moved in the Parking Garage shall be at the Tenant's risk or the owner's risk thereof. Landlord shall not be liable for any damage to Tenant's personal property, or any other person's personal property, including, but not limited to, lost or stolen items, occurring in, on or at the Parking Garage, including the Parking Spaces, or any part thereof, except to the extent caused by the Landlord's willful intent or grossly negligent acts or omissions. 11. Insurance. Tenant shall, at its cost, procure and maintain and keep in force at all times thereafter during the Term the following insurance with respect to the Parking Spaces: (a) Commercial General Liability Insurance with contractual liability coverage for the Parking Spaces a single limit of $1,000,000 per occurrence; (b) Workmen's Compensation and Employer's Liability Insurance in the amounts required by the laws of the State of Florida; (c) automobile liability insurance covering any owned, non-owned, leased, rented or borrowed vehicles of Tenant with limits no less than $1,000,000 combined single limit for property damage and bodily injury; and (d) such other insurance as Landlord or any mortgagee may reasonably require and which is permitted by law. Prior to the Lease Commencement Date, Tenant shall deliver to Landlord copies of the aforementioned policies. Landlord shall maintain for the Term of this Lease (and any extension thereof) such insurance as is reasonably necessary and consistent with the insurance coverage provided by the owners of similar parking garages in Palm Beach County, 01673347-4 6 394 Florida, to provide coverage for the Landlord' operation and management of the Parking Garage anif, obligations as stated herein. 12. Events of Default. Each of the following shall be an "Event of Defaulf'under this Lease: - . ....................... (a) Tenant fails to make any payment of Rent when due; (b) Tenant fails to cure Tenant's breach of any provision of this Lease, other than the obligation to pay Rent, within thirty (30) days after notice thereof to Tenant; (c) Tenant becomes bankrupt or insolvent or makes an assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings be taken by or against Tenant which is not otherwise dismissed within thirty (30) days of its filing; (d) Tenant transfers or assigns this Lease or subleases any of the Parking Spaces in violation of this Lease; (e) Tenant violates any of the Rules set forth in Section 22, as the same may be amended or modified from time to time, and thereafter fails to cure such violation within thirty (30) days after receipt Landlord's notice thereof; or (f) Tenant uses the Parking Spaces and/or the Parking Garage for any reason other than the Permitted Use (as defined in Section 14, below) and Tenant fails to cease such use within thirty (30) days receipt of Landlord's notice thereof. Notwithstanding anything to the contrary, in the event any Event of Default necessitates emergency action as reasonably determined by Landlord, then the foregoing 30 -day time period shall not apply and Landlord shall have the option (but not the obligation) to immediately cure such Event of Default. Each of the following shall be an "Event of Default" under this Lease: (a) Landlord fails to observe or perform any term, covenant, or condition of this Lease on the Landlord's part to be observed or performed, and the Landlord fails to remedy the same within thirty (30) days after notice from Tenant. If the Tenant's or Landlord's Event the Default is of such a nature that it cannot be reasonably cured within the foregoing thirty (30) day period, the defaulting party shall be entitled to a reasonable period of time under the circumstances in which to cure said default, provided that the defaulting party diligently commences such cure within the foregoing 30 -day period and thereafter diligently proceeds with the curing of the default. 13. Remedies. UDon an Event of Default by Tenant which is not timely cured within the timeframes set forth above, in addition to all remedies provided by law, Landlord may: (a) Landlord may, but shall have no obligation to, perform the obligations of Tenant, and if Landlord, in doing 4114gplinv fou*Y.* including reasonable attorneys' fees, the reasonable verifiable out-of-pocket sums so paid or obligations incurred shall be paid by Tenant to Landlord within thirty (30) days of rendition of a bill or statement to Tenant therefor together with reasonable supporting documentation). (b) Cure such Event of Default, and if Tenant, in doing so, makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys' fees, the reasonable verifiable out-of-pocket sums so paid or obligations incurred shall be paid by Landlord to Tenant within thirty (30) days of rendition of a bill or statement to Landlord therefor (together with reasonable supporting documentation). Notwithstandini anvthini to the contrary set forth above, all rialits and remegies of Lafdlord,?,xg _t1h KIWI Air, U1111MULIVIZ allu snall (57 in Manion To every oiner ngnt or remeay provided tor in this Lease or now or hereafter existing at law or in equity. 14. Permitted Use. (a) Tenant may use the Parking Spaces only for the parking of cars, motorcycles and other ordinary assenier vehicles jincluding -u-t trtjck�, v,?js 21,4 012o -t Ailiji j2ick MeTemneral PuD5411c, Dy I enant anu Dy Me CiTy or iroynTon Teacn, anct I enant may cnarge tile generalipublic 016733474 7 395 for said parking (the "Permitted'Use' ). The City of Boynton Beach's and Tenant's use of the Parking Spaces to store or deploy vehicles in and from the Parking Garage during hurricanes, weather events, and other emergencies shall be considered part of the Permitted Use. Tenant shall have the right to determine the time(s) and manner in which the Parking Spaces may be used. In no event shall Tenant cause or permit the City of Boynton Beach to park any vehicles owned or maintained by the City of Boynton Beach within the Parking Garage which are used in connection with the City of Boynton Beach's transportation or storage of any Hazardous Materials (as defined below). In no event shall Tenant use or promote the use of the Parking Spaces for any use or purpose other than the Permitted Use. Along with the use of the Parking Spaces, subject to the terms and conditions of this Lease and the reasonable rules and regulations promulgated by Landlord, Landlord hereby grants Tenant and its agents, employees, contractors, guests, tenants, licensees, invitees, and customers (collectively, the "Tenant Parties"). at no cost or expense to any of the foregoing parties, the non-exclusive right to utilize the Access Areas. Landlord acknowledges and agrees that the foregoing right of the Tenant and Tenant Parties to reasonably utilize the Access Areas shall remain in fall force and effect throughout the duration of the Tenn (as the same may be extended). Tenant represents and warrants to Landlord that throughout the duration of the Term of this Lease, Tenant shall: (i) use its commercially reasonable efforts and good faith to monitor and control the Parking Spaces to ensure that the Parking Spaces are being utilized solely for the Permitted Use; (ii) not interfere with or diminish the use of the Parking Garage by the Landlord or any Landlord Parties or others properly utilizing the Parking Garage; (iii) take commercially reasonable measures to prohibit littering, loitering, any unauthorized signage/postings, loud music, unauthorized sale of goods, unauthorized disposing of food or garbage, and unauthorized storage of any vehicle or personal property (other than may be approved by Landlord in writing) within the Parking Spaces or Access Areas; and (iv) adopt and implement enforcement measures in furtherance of the foregoing, consistent with the terms and conditions of this Lease; provided that, the Tenant shall not have and shall not be required to have any person on site to comply with the foregoing. For the purposes of this Section 14, "Hazardous Materials" shall mean any petroleum, petroleum products, petroleum -derived substances, radioactive materials, hazardous wastes, polychlorinated biphenyls, lead based paint, radon, urea formaldehyde, mold, asbestos or any materials containing asbestos, and any materials or substances regulated or defined as or included in the definition of "hazardous substances," "hazardous materials,.. "hazardous constituents," "toxic substances," "pollutants," "contaminants" or any similar denomination intended to classify or regulate substances by reason of toxicity, carcinogenicity, ignitability, corrosivity or reactivity under any applicable legal requirements relating to the injury to, or the pollution or protection of human health and safety or the "environment" (which to shall mean any surface or subsurface physical medium or natural resource, including, air, land, soil, surface waters, ground waters, stream and river sediments, and biota). For the avoidance of doubt, the parking of cars, motorcycles and other ordinary passenger vehicles that are not used to transport Hazardous Materials shall not be deemed a breach of this Section 14. (b) Anything in this Lease to the contrary notwithstanding, this Lease, including not limited to the obligations as to Parking Spaces being designated for use by the public, does not affe or impact the Parking Code requirements of the City of Boynton Beach. Without limiting the generality the foregoing statement, it is acknowledged, understood and agreed that Tenant will not object to t V c Landlord includ' th Parkini Siaces in the calculation of determinini the total number of jarkin . a] 15. Liens. The interest of Landlord in the Parking Spaces and the Parking Garage shall not be subject in any way to any liens for any work, materials, improvements or alterations to the extent such work, materials, improvements or alterations are furnished or made by or on behalf of Tenant. This exculpation ism e with express reference to Section 713. 10, Florida Statutes. If any lien is filed against the Parking Spaces or the Parking Garage for work, materials, improvements or alterations claimed to have been furnished to, or made by Tenant, Tenant shall cause such lien to be discharged of record or properly transferred to a bond under Section 713.24, Florida Statutes, within forty-five (45) days after notice to 01673347A 8 396 Tenant. The foregoing shall not apply to work, materials, improvements or alterations required to be furnished, made by, or on behalf of the Tenant by the Landlord under the terms of this Lease. 16. Subordination, Tenant agrees to reasonably negotiate and execute a subordination, no disturbance and attornment aereement with Landlord's first mortia. ie lender within fortv-five L45) days anL;re t f the Landlord's first mort a elendertoaltera rovisionh gues o WIM '111atftl*: uIWLitiTIIVt %0M3XIdJCU. FIFI P111pu SUN the term "material term" shall include all terms and provisions reasonably deemed material by the� Te— t' Attorney or Tenant's Board at the time such request for amendment is made. 17. Assigmuent/Sublet. Tenant shall not assign this Lease or license or sublet all or any portion of the Parking Spaces without the prior written consent of Landlord, which consent will not unreasonably be withheld. Notwithstanding the foregoing, subject to the terms and conditions of this Lease, Tenant shall have the right without Landlord's# i r passes to the general public for the use of the Parking Spaces for use consistent with the Permitted Use set forth in this Lease (each a "Par ' kingpas5"). Each Parking Pass and all rights of the parties thereunder shall be subject to and subordinate to this Lease. Upon request from Landlord, Tenant shall promptly provide a list of any and all holders of any Parking Pass and the effective period of such Parking Pass. Prior to substantial completion of Tenant, by Landlord to an entity that is managed by Landlord's key principals, Jeff Bums and Nicholas Roio. After substantial completion of the Parking - It Lt -t 4 this Lease to any third party without the consent of Tenant, provided that such assignment may only be an assignment or sublease of )Pe Tenant within thirty (30) days o same. Tenant may assign this Lease at any time to the City of Boynton I ME (a) By-Lppdlord. Landlord may modify, alter or change the Parking Garage in any manner or in any fashion as deemed advisable by Landlord, in its sole discretion; provided such modification, alterations or chanee does not materiallv and adversell imact the Tenant's access to and/or Beach Code of Ordinances (including its Land Development Regulations), (b) By ._I:oq . Tenant shall not make any improvements, modifications or alterations to the Parking S[pces or the Parking Garage that affect the Parking Garage structure, electrical, plumbing, utility or fire safety systems in the Parking Garage structure, whether temporary or [�ermanent, without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's sole and absolute discretion. Tenant, at its owm expense, may make nonstructural alterations or additions to the Parking Spaces with the consent of Landlord, which consent shall not be unreasonable withheld, conditioned or delayed. Notwithstanding the foregoing, subject to the express terms and 016733474 9 397 conditions set forth below, Tenant shall, at Tenant's sole cost and expense, install certain removable fixtures, such as parking meters, electronic vehicle charging stations, safety monitoring equipment, and signage within the Parking Spaces as deemed reasonably necessary or desirous for Tenant's operation of the Parking Spaces or other signage in the Access Areas in compliance with applicable law and approved "Permitted ,Alterations"). y Landlord m wasting, which approval shall not be unreasonably delayed (the Landlord may withhold its approval to any Permitted Alterations in the event that Landlord reasonably determines that the proposed Permitted Alteration: (i) may impede or otherwise impair Landlord's operation of the Parking Garage or diminish the value of the Parking Garage; (ii) may not be easily removed or may otherwise cause damage or defacement to the Parking Garage upon installation, operation, or removal; (iii) may measurably increase Landlord's liability or insurance premiums for the Parking Garage (unless Tenant agrees to pay such measurable increase); (iv) is otherwise inconsistent with the standards for other similarly situated or comparable parking garages in Palm Beach County, Florida; (v) includes a structural alteration; (vi) includes an exterior change outside the Parking Spaces and Access Areas or change to the exterior of the Parking Garage (except for exterior signage indicating public parking at the Parking Garage in compliance with applicable law and approved by Landlord in writing, which approval shall not be unreasonably withheld or delayed); or (vii) is not in compliance with applicable law. Landlord specifically agrees that the installation of parking meters at all Parking Spaces and 17 electric vehicle charging stations by Tenant shall be permitted, and Landlord shall design and construct the Parking Garage to provide the estimated electrical transformer capacity for same. Prior to Tenant's commencement of the installation of any Permitted Alterations, Tenant shall provide Landlord with: (i) plans, specifications, and proposed renderings of the Permitted Alterations; and (ii) Tenant's proposed contractor to be engaged in connection with the installation of the Permitted Alterations. Tenant's plans, specifications, renderings, and proposed contractor shall be subject to Landlord's prior review and approval consistent with the foregoing. All improvements, modifications or alterations by or on behalf of Tenant (including Permitted Alterations) shall be fully coordinated with Landlord and all such improvements, modifications or alterations shall be done in a good and workmanlike manner, lien free, and in accordance with applicable law. Tenant shall keep Landlord reasonably apprised of the status of installation. Any damage to any part of the Project that occurs as a result of any improvements, modifications or alterations by or on behalf of Tenant shall be promptly repaired by Tenant to the reasonable satisfaction of Landlord. In all events, prior to the commencement of the installation of any Permitted Alterations or other permitted improvements, modifications, or alterations by or on behalf of Tenant, Tenant's contractor shall provide Landlord with a copy of its insurance policy which shall meet the criteria set forth in Section 11, above, and which shall name Landlord and Landlord's mortgagee as additional insureds and shall be evidenced by endorsement. Tenant, at Tenant's option, shall have the right to remove any and all Permitted Alterations or other permitted alterations, modifications, or improvements made by or on behalf of Tenant and replace same with similar quality, purpose and functionality. Notwithstanding the foregoing, at the time that any Tenant's Event of Default exists (after the expiration of all applicable cure periods), Tenant shall not be permitted to remove any such Permitted Alterations or other permitted alterations, modifications or improvements unless Landlord requires removal thereof; however, at the time that any Landlord's Event of Default exists (after the expiration of all applicable cure periods), Tenant shall have the right to remove any such Permitted Alterations or other permitted alterations, modifications or improvements provided that (i) such right is exercised within forty-five (45) days after the expiration of the applicable cure period and (ii) Tenant repairs any damage caused by such removal and restores the Parking Spaces to the condition that existed prior to the installation of the Permitted Alterations, ordinary wear and tear excepted. In the event Tenant is entitled or required to remove such Permitted Alterations or other alterations, modifications or improvements, then prior to the expiration or earlier termination of the Term (or as may be extended), Tenant, at Tenant's sole cost and expense, shall remove, or cause to be removed, each of the Permitted Alterations or other alterations, improvements or modifications, and repair, or cause to be repaired, all damage resulting therefrom with reasonable wear and tear excepted. Tenant shall cause all Permitted Alterations, as applicable, to be separately metered at Tenant's sole cost and expense, and Tenant shall pay directly to the utility provider all amounts due and payable in connection with the use and installation of such Permitted Alterations, including, without limitation, usage fees, tap-in fees, and meter installation costs. All alterations 01673347-4 10 398 by Tenant must comply with Florida Building Code and the City of Boynton Beach Code of Ordinances (including its Land Development Re,ulations). r mg y WilP CI R:Cj 4I11U1C CA11111MI4111 111 UIU I UI III Mat LdIIUIUFU May surier oy reason oi any notaing over Dy. Tenant. 0. o 2 Trial. THE PARTIES HERETO WAIVE TRIAL BY JURY IN Waiv r f JM CONNECTION WITH PROCEEDINGS OR COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN CONNECTION WITH OR ARISING FROM THIS LEASE. 21. Broker. The parties each represent and warrant to the other that no real estate broker, salesman, finder or agent was involved in the procurement or negotiation of this Lease. 22. R.uleq,,,and, Rp,&qjaAqns. Tenant shall at all times abide by any rules and regulations ("Rules" for use of the Parking Ggr Tror U10".11 ad try F MIAM W 5 � w, interfere with thi Permi b Landlord's other tenants. Landlord resen-iii righ=A7r_*. the use of the Parking Garage, including the Parking Spaces, from time to time including any key -card, sticker or other identification or entrance system; provided that, such adoption, modification, and enforcement does not materially and adversely affect Tenant's and the general public's access to the Parking S aces and Access Areas materiall interfere with the Permitted Use of the Parkin S a sucNviolatiticut lj,?.1Fjjjjj_wfLV&?-*. 1*1 40., A' %dqx1,,2gr,%,Cqj1Sr 23. Casual and Condemnation. If. during the Term (as the same may be extended), the ty — ----- Parking Garage or any portion thereof, including, but not limited to, the Parking Spaces, shall bi--. condemned, taken by eminent domain, materially damaged or destroyed by fire or other casualty, then Tenant shall have the o)Ltion to terminate t�kis Lease a e o Me peno after the termination of e Lease shall be refunded upon a pro -rata basis based on the date of termination. •#.'.: eirlimn In the event Tenant does not exercise the foregoing tennination option, then Landlord shall forthwith commence to restore the Parking Garage, including the Parking Spaces, to working condition, and during such restoration period Rent shall be wholly abated; provided, however, Landlord shall only be obligated to restore the Parking Garage to the extent that Landlord actually receives insurance proceeds or condemnation awards sufficient to enable such restoration. Reiardless of whethir Lanjigi 01673347-4 11 399 occurrence of such casualty; and (ii) Tenant's access to and use of the Parking Spaces is materially and adversely impacted, then Tenant shall have the right to terminate this Lease upon thirty (30) days' notice to Landlord, in which case Landlord shall select one of the following options to compensate Tenant for the loss of public parking: (i) provide 150 spaces within Tenant's jurisdiction and within half of one mile of the Parking Garage; (ii) make payment to Tenant for the cost to Tenant of replacing 150 spaces for the remainder of the Term within Tenant's jurisdiction and within half of one mile of the Parking Garage less the amount of net revenue Tenant has collected from the Parking Spaces (including, without limitation, from parking meters, charging stations or event parking), (iii) with Tenant's consent, transfer ownership of the parcel of property upon which the Parking Garage is/was located to Tenant, or (iv) such other compensation as the parties may mutually agree. If any portion of the Parking Garage (including any fixtures, equipment and personal property therein) or any Parking Space is damaged or destroyed due to any act or omission of Tenant, Tenant shall be solely responsible for all costs and expenses of restoration, repair and replacement of any damaged or destroyed property, and shall pay such costs and expenses upon demand. 24. Binding Effect, This Lease is binding on the parties and their heirs, legal representatives, 1-1 successors and permitted assigns, subject to the limitations set forth herein. 25. Recitals. The Recitals at the beginning of this Lease are incorporated herein as true and correct statements and binding on the parties. 26. Recording. A memorandum of this Lease may be recorded in the public records of Palm Beach County, Florida. 27. Sales Tax.Ex9mv!io-n. Notwithstanding anything to the contrary set forth in this Lease, so long as Tenant obtains and provides a true, correct, and complete copy of a sales tax exemption certificate, issued by the Florida Department of Revenue to Landlord contemporaneously with Tenant's execution and delivery of this Lease, Tenant shall be exempted from paying sales tax under this Lease. Tenant shall, not later than thirty (30) days before the end of each calendar year throughout the Term provide to Landlord an updated sales tax exemption certificate from the Florida Department of Revenue to establish Tenant's exemption from sales tax for the upcoming year. In the event that, at any time during the Term, Tenant no longer holds a valid sales tax exemption certificate from the Florida Department of Revenue or it is determined by the Florida Department of Revenue that sales tax is otherwise due on the amounts payable by Tenant under this Lease for any reason whatsoever, then Tenant shall be liable for all sales taxes due under this Lease and shall promptly remit same to Landlord. Tenant may, upon written notice to Landlord, request that Landlord contest any such taxes, assessments and other charges that Tenant reasonably determines, in its good faith judgment, are not appropriate or applicable Landlord may elect, but shall not be obligated, to accept any request by Tenant to contest such taxes, assessments and/or other charges. In the event Landlord elects to accept Tenant's request, Tenant shall reimburse Landlord for all actual costs and expenses incurred by Landlord in connection with contesting such taxes, assessments and/or other charges on Tenant's behalf (including, without limitation, reasonable attorneys' fees) within thirty (30) days of Landlord's written demand therefor. Notwithstanding any pending tax or assessment contest, Tenant shall be obligated to pay, when and as due under this Lease, all taxes, assessments or other charges so contested. Tenant's obligation to pay any taxes, assessments and/or other charges under this Lease shall not be contingent upon the resolution of any such tax contest. Landlord shall provide the Tenant with a credit for all taxes, assessments and other charges which are awarded to Landlord in such tax contest to the extent applicable to Tenant's Percentage Share. 28. EntireA&w�ee ,and Severabili�y— This Lease contains the entire agreement between the . . . . . ........ parties hereto regarding the Parking Garage and all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed by Landlord and Tenant. This Lease shall be governed by and construed in accordance with the internal laws of the State of Florida. Venue for any action arising out 016733474 12 400 of, or in any way connected with this Lease shall be Palm Beach County, Florida. If any term or provision of this Lease or application thereof to any person or circumstance shall, to any extent, be found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. This Lease may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 29. Force gjeure. If by reason of Force Majeure, it is impossible for the Landlord or Tenant in whole or in part, despite commercially reasonable efforts, to carry out any of its obligations contained herein (except for the payment of monies or Rent), the Landlord or Tenant shall not be deemed in breach of its obligations during the continuance of such Force Majeure event. Such Force Majeure event does not affect any obligations of the Landlord or Tenant other than the timing of performance of such obligations. The term "Force Majeure" as used herein means any of the following events or conditions or any combination thereof. acts of God, acts of the public enemy, riot, insurrection, war, act of terrorism, pestilence, archaeological excavations required by law, unavailability of materials, epidemics (including, without limitation, cases of illness or condition, communicable or non -communicable, caused by bioterrorism, pandemic influenza, or novel and highly infectious viruses, agents or biological toxins), epidemics, pandemics (such as COVID-19 and variations thereof), disease, quarantine restrictions, freight embargoes, fire or other casualty, lightning, hurricanes, earthquakes, tornadoes, floods, abnormal and highly unusual inclement weather (as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Lease; or acts, or failure to act, of any governmental authority. 30. Radon. 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 Palm Beach County's public health unit. 31. Non -Discrimination. ,_ The parties agree that no person shall, on the grounds of race, color, sex, age, national origin, disability, religion, ancestry, marital status, sexual orientation, or gender identity or expression, be excluded from the benefits of, or be subjected to any form of discrimination under any activity carried out by the performance of this Lease. 32. Construction. Nop arty shall be considered the author of this Lease since the parties hereto have participated in extensive negotiations and drafting and redrafting of this document to arrive at a final agreement. Thus, the terms of this Lease shall not be strictly construed against one party as opposed to the other party based upon who drafted it. 33. Exhibits. Exhibits attached hereto and referenced herein shall be deemed to be incorporated into this Lease by reference. 34. Public Entity,,, Crimes.__ As provided in section 287.133, Florida Statutes, by entering into this Lease or performing any of its obligations and tasks in furtherance hereof, Landlord certifies that, to its knowledge, it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the date hereof. This notice is required by section 287.133 (3)(a), Florida Statutes. 01673347-1 13 401 TV Ge eral's authority includes, but is not limited to, the power to review past, present and proposed Tenant contracts, transactions, accounts and records, to require the production of records, and to audit, investigate, monitor, and inspect the activities of the Tenant and its agents in order to ensure compliance with Lease requirements and detect corruption and fraud. Failure to cooperate to the extent required by applicable law with the reasonable requests of the hispector General or intentionally interfering with or impeding any investigation may result in sanctions or penalties as set forth in the Palm Beach County Code. 1 36. Exclusion of Thir Paq ............ - _y — ----------- .............. d Be4efiqjaries. No provision of this Lease is intended too , r shall to this Lease, including but not limited to any citizens, residents or employees of the Landlord or Tenant. 37. Cobe executed in counterparts, each of which shall be deemed to be an original, and such counterparts will constitute one and the same instrument. 38. Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 39. Q "m fiaiLce. Each of the parties agrees to perform its responsibilities under this Lease in conformance with all applicable laws, regulations and administrative instructions that relate to the parties' gerformance of this Lease. Landlord shall at all times ha -,ie v � ........ .......... of Boynton Beach for the operation and leasing of the Parking Garage, Tenant warrants and covenants to Landlord that it shall not perform any act (or refrain from perfon-ning any act) within the Parking Garage that operation and leasing of the Parking Garage. In furtherance of the foregoing, Tenant agrees that it shall promptly cooperate, assist and act in good faith with Landlord in order to facilitate Landlord's obtaining and maintaining all required business licenses requested by Landlord for the operation of the Parking Garage and shall not take any action or inaction to prevent such licenses from being issued, rescinded or revoked. Subject to Tenant's foregoing covenants, Landlord is solely responsible for obtaining all applicable governmental approvals related to the operation of the Parking Garage; provided, however, Tenant shall be responsible to obtain all permits *f 0=--rf"m hi, --,'-%7 wiv" tf Permitted Alterations). 40. Joinder. By its Joinder hereto, the City hereby 'r. that upon the dissolution of the Boynton Beach Community Redevelopment Agency, the City shall autatically become the Tenant and shall have all rights and obligations asjy,�rovided in this Lease as if Ci1r, were the original Tenant in thi�� Lease, which all Parties hereby expressly acknowledge, submit to, and agree. [SIGNATURES ON FOLLOWING PAGE] 016733474 14 402 IN WITNESS WHEREOF, the parties have executed this Lease as of this 2022. LANDLORD: BB QOZ, LLC, a Florida lifted iHtftycompany Print Name: ._ Its: Manager WITNESSES: 2�Ll �11- t1� Print Name: TENANT: WTTNESSES: fit day of e.� Print Name:.%ice St „„ . THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY �4 Y Ty P: d Chair Witness: f i Print'NV Te ... _ .�! � ,.. ..... Approved fo egal ciency: B � �� /Z/— — — y , CRA Attorney 01673347-0 15 Approved for financial sufficiency- By: ufficiency By; financial Services Director 403 JOINDER PARTY THE CITY OF BOY N' "ON BEACH TON �.. Print : NSC .-P 20* Approved for legal sufficitcy: By City Attorney 01673347-4 259421A 259421v4 Approved for financial sufficiency: By: wlee ,r Financial Services Director 404 EXHIBIT A Property Description PROPERTY: 7 parcels further detailed below: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd, Boynton Beach, FL Parcel#: 08434528030010060 Lots 6 and 7, Block 1, ORIGINAL TOWN OF BOYNTON, according to the Plat thereof as recorded in the Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. Parcel 2: Physical Address: NE 41h St., Boynton Beach, FL Parcel #: 08434528030010080 Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast one-quarter of the Northeast one-quarter of Section 28, Township 45 South, Range 43 East, according to the Plat filed by Birdie S. Dewey and Fred S. Dewey, September 26, 1898, and recorded in the Public Records of Dade and Palm Beach County, Florida, Plat Book 1, Page 23. Parcel 3: Physical Address: NE 1' Ave., Boynton Beach, FL. Parcel #: 08434528030010100 Lots 10, 11 and West % of Lot 12, Block 1, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1, page 23, Public Records of Palm Beach County, Florida. Parcel 4: Physical Address: 115 N. Federal Hwy., Boynton Beach, FL Parcel #: 08434528030060010 Lots 1, 2, 3, 4, 5, 6 and 7, Block 6, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23 excepting therefrom the North 5' of Lots 5 and 7, and the West 5' of Lot 7, and existing right-of-way for U.S. Highway #1; together with buildings and improvements located thereon; and Parcel 5: Physical Address: 511 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060100 Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 6: Physical Address: 515 E. Ocean Ave., Boynton Beach, FL Parcel #: 08434528030060111 Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 7: Physical Address: 529 E. Ocean Ave., Boynton Beach, FL 01673347-4 259421v3 259421v4 405 Parcel #: 08434528030060120 Lot 12, Block 6, 0RIG INAL TOWN OF BOYNTON, according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 01673347-0 2594210 259421v4 406 EXHIBIT B Parking Garage Floor Plan 016733474 2594210 259421v4 407 ONINNV1d �b' 3 Jf71�311f IJ�JV VOIHO-IJ 'HOV30 NO1N1.08RI ltl 03tl001 803 U0311H06) ° xia vnapv' 1N3WdOl3A30 031VIlIddVS m N 9 l D � 30N31d 3H1 s1 "'IQuv vsh V V V V i . . .m / t!A i dllf q, 14'I �rr.� ll` Jd w ['91-1u ,fl,u P � 3 } Of 0 0 J LL w 408 p . . Ji ro d � 1 _ i ... _ _J_ --f ,1 6 / t!A i dllf q, 14'I �rr.� ll` Jd w ['91-1u ,fl,u P � 3 } Of 0 0 J LL w 408 PURCHASE AND DEVELOPMENT AGREEMENT EXHIBIT "C» SCHEDULE 9.7 FORM OF TENANT ESTOPPEL TENANT ESTOPPEL CERTIFICATE 2022 BB QOZ, LLC 613 NW 3R' AVE., STE 104 Fort Lauderdale, FL 33311 [LENDER INFO TO BE PROVIDED] L......................................... 1--- ..........................] Re: Lease dated ................................ .....--.1 by and between,_ _ .._..... ................._. ("Landlord"), and ....................... —.1 .1.1, as tenant (the "Original Lease"), demising [Insert description of leased premises] (the "Premises") at the building known as ......�.�_.� ......�.�m � .., and locatedat Florida (the "Property") To whom it may concern: The following statements are made with the knowledge that you and your successors and assigns, prospective PURCHASERs, including without limitation BB QOZ, LLC, a Florida limited liability company ("PURCHASER"), successor owners of the Property and present and future lenders secured by mortgages encumbering the Property or any interest therein may rely on them. The undersigned ("Tenant"), as tenant under the Lease (hereafter defined), hereby certifies to you as follows: 1. The Original Lease and all amendments thereto are as follows: (collectively referred to as the "Lease"). The Lease is in full force and effect and constitutes the entire agreement between Landlord and Tenant with respect to the use and occupancy of the Premises and there are no other agreements which are binding upon Landlord in connection with the use and occupancy of the Premises. 2. Tenant has accepted possession of the Premises and all construction obligations of Landlord are complete. 01677768-3 23 409 3. The commencement and expiration dates of the term of the Lease are _ and ...._...M .......... respectively. There are no options to renew or � terminate the lease exc t for 4. The rent commencement date is 5. The current monthly fixed base rent and other regular monthly recurring charges for the Premises are as follows: $ ___________ , and have been paid through 6. The current monthly additional rent (which includes payments for Tenant's proportionate share of taxes, insurance, operating expenses and any other charges due under the Lease) are as follows: $www w µwww w and have been paid through w� 7. All insurance required of Tenant under the Lease has been provided by Tenant, and all premiums have been paid. S. The Guarantor under the Lease is ....... ._..............wvwwwww www _ and the guaranty is in full force and effect. 9. Neither Tenant nor any guarantor of Tenant's obligations under the Lease is the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor/creditor relationships. 10. The amount of the security deposit delivered under the Lease is and said security deposit is in the form of cash. 11. Neither Tenant, nor to Tenant's knowledge, Landlord, is in default in the Lease, nor, to Tenant's knowledge, is there now any fact or condition which, with the passage of time or the giving of notice or both, would constitute a default by either party under the Lease and no current defenses or claims exist preventing the payment of rent by Tenant. 12. Tenant has not assigned, transferred or otherwise encumbered its interest under the Lease, or subleased or licensed any portion of the Premises, except as follows: 13. Tenant's address for all notices or communications under the Lease is 14. The person signing this letter on behalf of Tenant is a duly authorized representative of Tenant. 15. This estoppel shall be binding upon Tenant and its principals, and its successors and assigns. 16. Tenant agrees that upon notice from Landlord it will make future payments to PURCHASER. 01671768-3 24 410 17. Facsimile or electronically transmitted signatures shall be deemed for all purposes to be originals. The undersigned individual hereby certifies that he or she is duly authorized to sign, acknowledge and deliver this estoppel on behalf of Tenant. 01671768-3 [INSERT TENANT NAME] a By: Name: Title: 25 411 01671768-3 ANNEX 1 To Tenant Esto el 26 412 PURCHASE AND DEVELOPMENT AGREEMENT EXHIBIT "W" SCHEDULE 10.5 FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES ASSIGNMENT AND ASSUMPTION OF LEASES This Assignment and Assumption of Leases, Rents and Deposits (this "Assignment") is entered into effective as of __ __, , 20_ (the "Effective Date") by and between the Boynton Beach Community Redevelopment Agency ("Assignor"), and .www y ] ("Assignee"). WHEREAS, Assignor, as Seller, and Assignee, as Purchaser, are parties to that certain Purchase and Sale Agreement dated as of ....... (the "Purchase Agreement"), providing for the sale by Assignor to Assignee of the real property described on Exhibit A attached hereto (the "Property"); and WHEREAS, Assignor is the holder of the landlord's interest under the leases and related documents as listed on Exhibit B attached hereto (collectively, the "Leases"), which Leases affect the Property; and WHEREAS, Assignor desires to assign to Assignee all of Assignor's right, title and interest in, to and under the Leases; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignment and Assumption. Assignor hereby assigns, conveys, transfers and sets over unto Assignee all of Assignor's right, title and interest in, to and under the Leases, including without limitation all of Assignor's right, title and interest in and to any security, cleaning or other deposits and in and to any claims for rent, arrears rent or any other claims arising under the Leases against any of the tenants thereunder or any sureties thereof. Assignee hereby assumes and agrees to pay all sums, and perform, fulfill and comply with all covenants and obligations, which are to be paid, performed, fulfilled and complied with by the landlord under the Leases arising from and after the Effective Date. 2. Indemnification. Assignee will indemnify, defend and hold harmless Assignor from and against all liabilities, obligations, actions, suits, proceedings, claims, losses, costs and expenses (including without limitation reasonable attorneys' fees and costs) arising as a result of any act, omission or obligation of Assignee, as the landlord under the Leases, which arises or accrues with respect to any of the Leases on or after the Effective Date. Assignor will indemnify, defend and hold harmless .Assignee from and against all liabilities, obligations, actions, suits, proceedings, claims, losses, costs and expenses (including reasonable attorneys' fees and costs) arising as a result of any act, omission or obligation of Assignor, as the landlord under the Leases, which arose or accrued with respect to any of the Leases prior to the Effective Date; provided however, such indemnification shall not exceed two hundred and fifty thousand dollars ($250,000) 01671768-3 27 413 and nothing in this Assignment shall be deemed a waiver of Assignor's rights of sovereign immunity. 3. Nfisceflaneous. The terms and conditions of this Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original., but all of which together shall constitute one and the same instrument. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State in which the Property is located. ASSIGNOR: e1 By:______ _ Name (Print): Title: 01671768-3 04.1 ASSIGNEE: L. .. ............ a F By:_.______ _ Name (Print): Title: 414 LEGAL DESCRIPTION 01671768-3 PURCHASER'S Initials: SELLER's Initials: 415 PURCHASE AND DEVELOPMENT AGREEMENT EXHIBIT B LEASES 01671768-3 PURCHASER's Initials: SELLER's Initials: 416 PURCHASE AND DEVELOPMENT AGREEMENT EXHIBIT "E" SCHEDULE 10.6 FORM OF BRING -DOWN CERTIFICATE BRING -DOWN CERTIFICATE CERTIFICATE AS TO REPRESENTATIONS, WARRANTIES AND COVENANTS The undersigned [_ ___j (the "Seller), hereby certifies to [. ___ . . ........ (the "Purchaser"), its successors and assigns, that all of the representations, warranties and covenants made by Seller in Section U of that certain Purchase and Development Agreement having an Effective Date of between Seller and Purchaser, as same may have been amended or assigned through the date hereof (the "Contract"), are true and correct in all material respects and not in default as of the date hereof. IN WITNESS WHEREOF, Seller has caused this Certificate to be signed and delivered as of the — day of . . . . ............... . By: ___, Name: Title: 01671768-3 PURCHASER's Initials: SELLER'S Initials: 417 PURCHASE AND DEVELOPMENT AGREEMENT EXHIBIT "F" Tenant List 1' Freddie Brinley -Sl7>6EOcean Avenue, Apt. 5 2. Harvey E.Oyer, Jt,Inc. d/6/a OverK4acoViak and Associates -511E.Ocean Avenue 3. Caf68ar|sta,Inc. d/b/aHurricane Alley -527,529&581 E.Ocean Avenue 4. Florida Technical Consultants, LLC -S33E-Ocean Avenue, Suites 2 &3 01671768-3 PURCHASEN's|nhda|s: SELLER's Initials: 418 PURCHASE AND DEVELOPMENT AGREEMENT EXHIBIT "G" Purchase and Sale Agreement between Boynton Beach Community Redevelopment Agency and 500 Ocean Properties, LLC 0167176&3 PURCHASER'S Initials: SELLER's Initials: 419 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement') Is made and entered Into as of the Effective Date (hereinafter defined, by and between DDYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 153. Part III, of the Florida Statutes (hereinafter "PULER") and SW Ocean Properties, LLC (hereinafter 'Saw). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto Mme as follows: L PUftC ASE AND SALEIPROPgM. SEU.tiit agrees to sell and convey to PURCKASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms, and conditions hereinafter set forth, the Properties located In Palm Beach County, Florida {the "Properties"( jjnd more particularly described as follows: Lot 30 and the West 7 feet 8 buten of Lot 11, Less the South a feet (Ocean Avenue RM, Block 6 TOWN Of BOYNTON, accordhe to the plat thereof, as recorded In Plat Book 1, Page 23, of the Public records of Palen Beadle County, Florida And Lot 1% L= the West 7 feet 8 Inches, Less the South 8 feet (Ocean Avenue RM, Block f4 TOWN OF BOYNTON, according to the plat thereof, as recorded in Plat Book 3, Page 23, of tate Pubic Records of Palm Beach County, Florida. And Lot 12„ Block 6. ORIGINAL TOWN OF BOYNTON, according to the plat thereof, recorded In Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. Property Addtasst 51i,, SA and 520 East Ocean Avenue 2. PURCHASE PRICE AND PAYMENT., The Purchase Price to be paid forthe Property shall be Three Mien S6c Hundred Thousand Collars {$3,011000.00), payable in cash, by wire transfer of united States Dollars at the Closk% PURCHASER's Initials SELI.FR's Initiah: � 420 Purchase and Sale Agreement Page 2 of 17 3. DEPOS • 3.1 Eafrmast Money DeoosR. Within five (5) Business Days after the execution of the Agmment by both perties, PURCHASER shall deliver to Lewis, Longman & iMater, PA ("Escrow Agent') a deposit in the amount of Fifty Thousand Dollars ($60,000.00) (the "initial Deposit"). PwvldIng this Agreement is not otherwise terminated pursuant to the terms herein, PURCHASHER shall deliver to Escrow Agent an additional deposit In the amount of One Hundred Fifty Thousand Doha; ($150=00) an or before October 15e, 202L The Initial Deposit and additional deposit are hereafter referred to as the'Deposle. 3.2 ApalicationMbursernent of DeRML The Deposit shall be applied and disbursed as follows: Providing this Agreement is not terminated by either party phursuent to the terms set forth herein, Fifty Thousand shall be released to SELLER within 10 days of the expiration of the Feasiblity Period (hereinafter defined). The remaining Deposit shall be delivered to SELLI`R at Milo& and the PURMASER shall receive a credit for the Deposit against the Purdese Price. If this Agreement Is terminated during the Feasibility Period for any reason, the Deposit shall be immediately refunded to the PURCHASER. If this Agreement is terrrdn ted due to a default, Pursuant to Section A the Deposit shall be delivered to (or retained by, ss applicable) the non. defaulting Party, and the non -defaulting Party shall have such additional rGmts, If any, as are provided in Section 12. 3.3 brow..., int,. PURCHASER and SELLER authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to dearenee, disburse them upon proper authorization and In accordance with Florida law and the terms of tints Agreement. The parties agree that Escrow Agent will not be Roble to any person for misdelivery of escrowed items to PURCHASER and SELLER, unless the misdelivery Is due to Escrow Agent's willful breach of this Agreement or gross neopra e. If Escrow Agent interpleads the subject metterof the escrow, Escrow Agent will pay the Hong fees and costs from the deposit and will recow r reasonable attorney's fees and aasr s to be paid from the escrowed funs which are charged and award as court costs In favoor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consentsto arbitrate. 4L gfff=E M The date of this Agreement (the OMecitive Dam") shall be the data when the last one of the SB.LFR and PURCHASER has signed this Agreement. S. gMG,; The purchase and sale transaction contemplated herein shall dose on or before December 17, 2M1 (the "Ciosing'), unless extended by written agreement, signed by both parties, extending the Closing. However, In no event fiver shall the Closing occur later than December 3:4 2ML 6. TITLE BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by wwo-s PURCHASER'S Initials: „l SEUER's Initisls: 421 Purchase and Sale Agreement Page 5 of 17 encroachment, or encumbrance. 7.3 SELLER, „Deliveries. SELLER shall deliver to PURCHASER tate following documents and instruments within three (3) business days of the Effective Cate of this Agreement except as specifically Indicated: 7.3.1 Copies of leases for all commeroal and residential tenants occupying the Property. 7.3.2 Copies of any reports or studies (Including engineering, environmental, cull borings, and other physical inspection reports), in SELLER's possession or control with respectto the physical condition or operationof the Property, if any. 7.3.3 Coples of all licenses, variances, waivers, permits (including but not limited to aN surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approval: required by law or by any governmental or private authority having ,jurisdiction over the Property, or any portion thereof (cite "Governmental Approvals% which are material to the use or operation of the Property and In SFVs passesstort, if any. 7.3.4 At Closing, SELLER shall execute and deliver to PURCHASER any and all documents and Instruments required by PURCHASER, in PURCHASER's sole and absolute discretion, which: (1) effectuate the transfer to PURCHASER of those Govemmental Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to it, and/or (Ii) cause the Property to be withdrawn from any Governmental Approvals. SELLER will not be required to Incur expenses to provide such documents and instruments. No later than twenty (201 days prior to the Closing Data, SEI I ER shall remedy, restore, and rectify any and all violations of the Governmental Approvals (including, but not limited to, any and all portions of the surface water management system, mitigation areas or other Items which do not comply with the Governmental Approvals or appii able rules), Many. SELLER warrants that there will not be, at the time of Cuing, any unrecorded Instruments affecting the title to the Property, including but not limited to any conveyances, easements, licenses or leases. L CO,,,N„D,MoN .)� 'NG, PURCHASER shall not be o d to dose on the purchase of the Property unless each of the following conditions (collectively, the'Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Represgnofts and Warra_tn�Te,^ All of the representations and warranties of SELLER contained in this Agreementshall be true and correct as of Closing. 8.2. Conditl�.on�per,Etv. The physical condition of the Property shall be Q�ws PURCHASER'S Initials: SELLER's Initials: 424 Purchase and Sale Agreement Page 6 of 17 materially the some on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pendlrw Proceedings. At Ciodn& there shall be no litigation, dainty, action, or administrative agency or other governmental proceeding, of any kind whatsoever, whether pending, actual, or threatened, that would affect the Property, which has not been disclosed, prior to Ching, and accepted by PURCHASER. " QmRilnce with LM and Replulat L The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 11.5. aBoancy. The Property shall be conveyed to the PURCHASER at time of dosing subject only to the existing leases referred to In Section 7.3.1 above. After the Effective Date of this Agreement, Seller shall be permitted to renew existing leeses affecting the Property provided that all such renewal leases pmvkle the landlord a ninety (90) right of termination, do not exceed a term of one year from the date of renewal, and that any tens whatsoever that differ from the current lease other than the new lease expiration date are subjectto approval or rejection by PURCHASER. 9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or emu to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the PURCHASER's Title Company. At Closing, SELLER shell execute and deliver, or cause to be executed and delivered to PURCHiASER the following documents and instruments (collectively, 'Closing Doaumentso): 9.1. 21ed. A Special Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple tide to the Property free and dear of all liens, encumbrances and other conditions of title otherthen the Permitted Exceptions. 9.2 Segs Afitdavlts. SELLER shall furnish to PURCHASER and Mtie Company a customary owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and thatftm aro no parties in possession of the Property other then SELLER. SELLER shall also famish to PURCHASER a non -foreign affidavit with respect to the Property. In the event SELLER is unable tddellver its affidavits referenced above, the same shall be deemed an uncured title objection. 9.3. Closing Statement. A dosing statement setting forth the Purchase Price, the Deposit, a0 cmdlb6 adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall also execute and deliver at Closing. 9A. Corrective Documents. Documentation required to dear title to the OJM"4 PURCHASER's Initials: 1"' SELLffs initials. 425 1 9 fAN ;wit; r�, *.. y.x al �♦ a la' i t r ;z +r� 1: M t w r �r ohal 4, not be a : ;., s �r ordelayed. iR represents 'i there : I no parties o possessiDn V'A TO IL6 SELLER shall use Its best efforts to maintain the Property In its present condition so as to ensure that'it shall remain substantially in the same condition from ,tt ri rlFeasibility Period ftClosingM m.. .. receivedILS SELIER represents that it has ro actual knowMp nor has It any noi -. that the Pro t +'„,t 5, r. i. Y i t✓� t t ♦ 1” } t r,. i ,Ks •:., ..,'�.'. . M of Transportation, r S'ianyother f' or local 1.t ,. * , t, or hereaftr 1 pit r ii to "+ 1:. materialsandsubstances In theenvironmentw♦ MN velV + r r;, t IL9 SELLER represents to PURCHASER that the Property Is not subject to any use of the Property M, conatkutfnii Permitted Exceptions A i ILM Between the Effective Deft of this Agreement and the date of Closing, SELLER will not file any application for a change of the present zoning clauffication of the ILU.r ,1�^.� f �� a execution t delivery of this Agreement by SELLER t1 JrMT ;TT! f r h t fqi' A �t ;nM Y rl: ti I t i representsa valid and binding obilgation of SELLER. .. 428 Purdwse and Sale Agreement Page 30 of v 1.1.12 Ble. SELLER band will be on the Closing Date, the; owner of valid, good, marketable and Insurable flee simple title to the Property, free and dear of all tens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). LL13 Addiftnnal.�Warrantlas and As a material of SEllir,.. Inducement to PURCHASER entering into this Agreement, SEI.LME to the best of SELLER'S Information and belief, hereby representsandwarrants the foilowi rig: 13.13.1 There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi -governmental authority, Including but not ilmhed to, PURCHASER, munidpaldes, counties, districts, utilities, and/or federal or state agendes, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or Is not obligated to grant any interest in the Propertyto any of theforagoinrgentitles. 11.33.2 There are no fads believed by SELLER to be material to the use, condition and operation ofthe Property in the mannerthat It has been usedoroperated, which it has not disclosed to PURCHASER herein, including but not limited to unrecorded instruments or defects in the condition of the Propertywhlch will Impairthe use or operation of the Property in any manner. 11.33.3 Tie Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, Icenses, permits and auihorlutions, induding, without ImRation, appiicable zoning and environmental laws and regulations. 12. QEi:MM 121. PUBQMKs Defeuh; in the event that thin transeeftn fails to dose due to a wrongful refusal to close or default on the part of PURCHASER, subject to the provisions of Paragraph 123 below, the Deposit actually then being hold by the Escrow Agent shall be paid by Escrow Agent to SELLER as agreed liquidated damages arid, thereafter, nelthe r PURCHASER nor SELLER shall have any further obligation or liabilities undarthis Agreement;, exceptfortho" expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any Ions asserted against the Property by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and SELLER acknowiedga that if PURCHASER defaults, SELLER will suffer damages In an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being heli by Escrow Agent most closely approximates the amount necessary to compensate SELLER. PURWASER and SELLER agree that this is a bona fide liquidated damages provision and nota penalty orforfeiture provision. awm4 PURCHASER's Initials 4 SELLER'S Intttalr�L 429 Purchase and Sale Agreement Page 11 of 17 122. Sellers Defeu,itIn the event that SELLER shall fall to fully and timely perform any of its obNgatlons or covenants hereunder or 9any of SELLER'S representatlor s are untrue or Inaccurate, then, notwithstanding anything to the contrary contained In this Agreement, PURCHASER may, at its option: (1,) declare SELLER in default under this Agreement by notice delivered to SELLER, in which event PURCHASER may terminate this Agreemem and demand that the Deposit be returned, Including all interest thereon If any, In accordance with Section 3 and neither Party shall have any further rights hereunder, or (2) seek specific performance ofthis Agreement, without waiving any action for damages. 12.1 Notice of Default. Prior to declaring a default and exerching the remedies described herein, the non -defaulting Party shall Issue a notice of default to the defaulting Party describing the event or condition of default in adfident detall to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have ten (10) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to dose, the are period shah only be three (3) business days from the delivery of notice. Both parties agree that if an extension is requested as a result of a default, such extension shall not be unreasonably withhold provided that In no event shall the Closing be extended beyond December 31, 2121.. If the default has not been aired within the aforesaid period, the non -defaulting Party may exercise the remedles described above. nA,. Suryh►sl. The provisions of this section shall survive the termination of this Agreement. 13. NOTICES. AG notices reciulred in this Agreement must be In writing and shall be considered delivered when received by certified mail, return receipt requested, or perirenal delivery to the following addresses; if to Seller. Christian Macoviak Oyer-Mecoviek Insurance 311 East Ocean Avenue Boynton Beady FL 33435 with a copy to: Harvey E. Oyerill Shutts & Bowen, LLP MS Okeechobee Blvd. Suite 1= West Palm Beach, FL 33401 If to Purchaser: Thuy Shutt, Executive Director Boynton Beach Community RedevelopmentAgency 140 E Ocean Avenue, 4th Floor Boynton Beach, FL 33435 015190" PURCHASM Initfals: SEL"s Init;ais •�. 430 Purchase and Sale Agreement Page 32 of 17 With a copy to: Kenneth Doge Lewis, Longman &Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33403. 3A. BhNQING , OBIJ TiQNLILSSIGNMENT. The teams and conditions of this Agreement are hereby rade binding on, and shall Inure to the benefit of the successors and permitted assigns of the Parties hereto. SELLER may not assign its Interest in this Agreement without the prior written consent of PURCHASER, which shall not be unreasonably withheld. PURCHASER shell have the rtht to assign this Agreement to the City of Boynton Beach (the "City') without the prior consent of SELLER and the PURCHASER shall be released from any further obligations and liabilities under this Agreement. The PURCHASER may not assign this Agreement to any other party without the prior written approval of SELLER, which shall not unreasonably withheld. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in effect, the provisions of section 3b3.3M1j, Florida Statutes, (as it may be amended from time to time), shall apply. 15. BROKER FEES. The SELLER and PURCHASER hereby state that they have not dealt with a real estate broker in connection with the transaction contemplated by this Agreement and are not gable for a sales commission. SELLER and PURCHASER hereby mutually Indemnify, defend and hold harmless each otter from and against any and all claims, lossesy damqps, costs or expenses (Including, without lintita ion, attorneys fees) of any kind arising out of or resulting from any agreement, arrangement or understanding alleged to have been made with any broker or finder claiming through the indemnifying party in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 3.6. ENVIRONMdIi ALCONRMONS; 3:6.L For purposes of this Agreement, pollutant ("Pogutent" ) shall mean any hazardous or taxi substance, material, or waste of any kind or any contaminant, polkn@M petroleum, petroleum product or petroleum by-product. as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental lawns ("Environmental Laws") shag mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other govemmental restrictions. 16.L1 As a material inducement to PURCHASER entering into this Agreement SELLER hereby warrants and represents the following, as applicable: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property o r contiguous propertyownedbySELLER, tothe bestof SELLER's knowledge. nm" PURCHASER's Initials: SELLER's Initials• 431 Purchase and Sale Agreement Page 13 of 17 (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any dalm, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER knot aware nor does it have any notice of any past, present orfuture events, conditions, activities or practices on contiguous propertythat Is owned bySELLER wh 11th may give rise to any liability or forma basis for any claim, demand, cost or action relating to the Disposal of any PollutantaffectingtheSELLER'S property. (3) There is no civIL criminal or adminlrbadve action, suit, daim, demand, Investtgation or notice of violation pending or, to the best of that entity s knowledge, threatened against SEU.ERorthe Property reiatingin anyway to the Disposal ofPollutenrsonthe Property, anyportion thereof,oron any contiguous propertyowned bySE11m 17. IPMCRPPORDS. PURCHASER Is a public agency subject to Chapter 10, Florida Statutes. The SELLER Is hereby notified that the PURCHASER Is required by law, pursuant to Chapter 119, to mafntain and disclose upon request all records deemed public unde r the statute wading this Agreement and some or all of the documents necessary to a mummate the transaction set forth herein. To the extent that any litigation should be instituted by SELLER, either directly or ars a third party, to prevent or prohibit Purchaser from disclosing or providing documents MvohringthisAgreementorthatransudon setforthin the Agreement pursuant to a public records requestsubmitted underChapter 11% SELLER agreesthat PURCHASER may either: 1) defend the Balm up to and Including final judgment, or 2) interplead the challenged documents Into the court In either event, SELLER agrees to pay PURCHASER's reasonable attorneys" feesaand cosM bod Mal and appellate. 18.1 • Gem L This Agreement, and any amendment hereto, may be executed In any number of counterparts, each of which shat be deemed to be an original and all of which shall, together, constitute one and the same Instrument. The section and paragraph headings herein contained are for the purposes of Identifytion only and shall not be considered In construing this Agreement. Reference to a Section shaft be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any fame or effect unless in writing executed by the Parties. This Agreement sets forth) the entire agreement between the Parties reladng to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any Iftigatlon brought arising out of this Agreement shall be In the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any muse of action ire limited to federal Jurisdiction only, In the United States District Court forthe Southern District of Florida. 18.2- Comoutation of Time; Any reference herein to time periods which are not measured in business days shall mean calendar days. Any time period provided for In this wmna-s PURCHASER's Initials: SELL.ER's Initials: 432 Purchase and Sale Agreement Page 1+4 of 17 Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5.0 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. 18.3. Waiver, Nether the fellure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any Item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obOastions, hereunder, shall be deemed a waiver of any other rights or remedies that a party may have or a waiver of any subsequent breach or default ih any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4 Construction of Agreement The Parties to this Agreement through counseb have participated freely In the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall Include the feminine, the singular shall include the plural, and the plural shall Include the singular, as the context may require. Provisions of this Agreement that expressly provide dw they survive the Closing shall not merge into the Deed. 185. Severability. If any provision of this Agreement orthe application thereof shah for any reason and to any extents, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons,, entities orcircumhiftnees shall be affected thereby, but Instead shall be enforced to the maximum extent permitted by law. the pnrAdons of this Section shelf apply to any amendmentof this Agreement, 18.6 "Mn p_,_ ton . Handwritten provisions inserted In this Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict therewith. 18.7 Waiver gf Jury Trial. As an inducement to PURCHASER agreeing to anter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arlsing out of or in anyway connectedwlththb Agreement. 18.& &Mrngvs Eggg lad Costs. Should It be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including time at the appellate level, shall be awarded to the prevailing party unless otherwise provided in this Agreement and subject to the limitation of sovereign Immunity as provided within Section M296 florida Statutes. 18.9 Mnl lag Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has om"rw PURCHASE09Inftls.• {` SELI.EWs initlalsi 433 Purchase and Sale Agreement Page 15 of 17 full right and lawful authorlty to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is slgning with respect to all provisions contained In this Agreement. 78.10 Reggrding. This 1 greernent may not be recorded in the Public Records of Palm Beach County, Florida withoutthe-prior approval of both parties. 18.11 SurybMI. The covenants, warranties, representations, Indemnities and undertakings of SRI ER and PURCHASER that specifically survive Closing as set forth in this Agreemeni;,shall sumo ethe Closing. IL12 SEU ER's Attorneys' tees and Costs. SEU ER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and ag costs, If any, Incurred by SELLER In connection with the transaction contemplated by this Agreement. 18.13 Marelan Immunity, Nothing in this Agree mentshall be deemed to affect the rights, privileges, and sovereign Immunities of the PURCHASER, kWudlng those set forth in Section 70.28, Fiorldo Statutes. L9. REPRESENTATIONS COVENANTS AND WARBANTiES OF PURCHASE& To induce SELLER to enter into this Agreement, PURCHASER makes the foflowing repnasentattrns, all of whidy to the best of its knowledge, in all material respects and except as otherwise provided In thIs Agreement (Q erre now true, and (IQ shall be true as of the date of the Closing, and (IIQ shall survive the Closing. 18.1 Valid,ly Creel. din Good Str PURCHASER was valklly created under all applicable state laws, N In good standing under alf applicable state laws as of the Effective Date of this Agreement, and will be in good standing under all applkable state laws as of the Closing Date. 112 &MM The execution and deB-ory of this Agreement by PURCHASER and the consummation by PURCHASER of the transection contemplated by this Agreement are within PURCHASER'S lawful capacity and ail requisite action has been taken to make this Agreement valid and binding on PURCHASER In accordance with Its terms. The person executing this Agreement an behalf of PURCHASER has been duly authorbed to act on behalf of and to bind PURCHASER, and this Agree mentrepresentsavalid and binding obilgation of PURCHASER. 20. As -is, Morn-ls , and Nth All fgults. EXCEPT AS OTHERWISE SPWIPICAILY Or FORTH HEREIN, IT iS UNDERSTOOD AND AGREED THAT PURCHASER IS FURCKASING THE PROPERTY IN AN AS IS. WHERE -IS, AND WITH AIL FAULTS COMMON. OTHER THAN TkM S'ELLER'S REPRESENTATIONS AND WARRANTIES SEP FORTH HERM N, SELLER MAKES NO PWRESENTA17ONS OR WARRANTIES AS TO THS CONSi,TION OF THE PROPERTY OR THE PROPERTY'S FITNESS FOR KJRCHASERIS INTENDED USB. PURCHASRR SHOULD RELAY ON ITS OWN DIVESPIGA71ONS AND DMECTTONS DMINGl THE FEASMILXI Y PERIOD. eiPURCHASER`S Inftials. SELi.Ms Inft h:-9 434 Purchase and Sale Agreement Page 16 of 17 2L Wal sgq nW er' � Build PURCHASER a d ni;d wall S�p on the east f4gade of the 3 2 r OD years, is one 5 r of the konk: business ages In the Ac and cultural value, and is one of the hot remaining representations of the CWs historic main "at. As such, PURCHASER agrees to use Its best efforts to preserve the painted wall sign either In situ or to be relocated and utilized elsewhere lln the vicinity provided that the cost of the preservation and relocation efforts do not exceed a maximum of Twenty Thousand Dollars ($20,00011M. in the event that PURCHASER Is unable to preserve or relocate the wall sign as provided horein, PURCHASER shall provide notice of sa rqe tis SEW, who shall have (64 sixty days within which to relocate the sign at Its own expense and/or contribute all additional funding over $24OW to the CRA for the CRA to relocate the sign. Both parties acknowledge and agree that the possibility exists that the sign could be -darnaged or destroyed during an attempted relocation. However, PURCHASER shag use its best efforts, as provided herein, to preserve the wall sign and ensure that It remains visible to the public. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective dam. awrms PURCHASER'S SELLER's .- 435 Purdose and Sale Agreement Page 17 of 17 KIRGULSEM MMfNM BEAK COMMUNITY REDEVBA44WM AGENCY Printed Name: Steven B. Grant Tits: Chair Date. IF Printed Name: 1, rt,11,I)l - & Walker, P.A. Printed Name: Date: '00PO"d Name. Title: I. WITNBS- Printed Narrw. Z4ve;j A- -54-ILPE amim PURCHASER'S Initial: SELLEFrs inwsiqr.,:Zy� 436 PURCHASE AND DEVELOPMENT AGREEMENT EXHIBIT "H" REVERTER AGREEMENT This REVERTER AGREEMENT is dated as of this "°"""„ day of , 2022, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGEN "Y (the "SELLER") and BB QOZ, LLC (the "PURCHASER"). RECITALS A. The SELLER has conveyed to the PURCHASER that certain real estate described on Exhibit "A" attached hereto (the "Property") pursuant to a Deed of even date herewith between the SELLER and PURCHASER. B. The PURCHASER has agreed to construct the Project on the Property, and other requirements in accordance with the guidelines and criteria set forth on in the Purchase and Development Agreement attached hereto ("Purchase and Development Agreement"). C. The Deed shall provide that: (i) if the PURCHASER fails to meet the deadlines set forth in Sections 21.3, 21.5, and 21.7 of the Purchase and Development Agreement, subject to applicable notice and cure periods, then, if SELLER exercises its right of reverter, the Property shall revert to the SELLER; and (ii) upon the Completion of Construction (hereinafter defined) the Deed shall be automatically unencumbered by the right of reverter. NOW THEREFORE, in consideration of the transfer of the Property to the PURCHASER and other consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. PURCHASER agrees at its sole cost and expense to complete the construction of the Project in accordance with the terms of the Purchase and Development Agreement by no later than the time period set forth in Section 21.7 of the Purchase and Development Agreement of even date herewith (the "Construction Completion Date"). 2. Subject to Section 3 hereof, in the event the deadlines provided for in Section 21 of the Purchase and Development Agreement, or Completion of Construction as provided for in Section 21.7, are not timely met (unless extended pursuant to the terms of the Purchase and Development Agreement), and if SELLER elects to exercise its right of reverter, the Property shall revert to and thereafter become fee simple real estate owned by the SELLER. Within 30 days of the written request of the SELLER, the PURCHASER will provide a quit claim deed to the Property in form and substance acceptable to the SELLER evidencing the reconveyance of the Property, 01671768-3 PURCHASER's Initials: SELLER's Initials: of Ir 437 in Section 22.1 of the Purchase and Development 1.- " g e of Florida. This Agreement may only be modified or amended by a written agreement signed by authorized representatives of the parties hereto. PURCHASER: Printed Name: Title: Date: 01671768-3 piumi BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Ty Penserga Title: Chair Date: )rl I Lt -- 7- ,0yjV7 AL* *a X I= PURCHASER's Initials: SELLER's Initials: x VT 438 01671768-3 PURCHASE AND DEVELOPMENT AGREEMENT EXHIBIT "B" Tax Increment Revenue Funding Agreement zz 439 TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement (hereinafter "Agreement") entered into as of the day of 2022, by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III of the Florida Statutes, (hereinafter the "CRA"), with a business address of 100 East Ocean Avenue, Or' floor, Boynton Beach, Florida 33435, and BB QOZ, LLC, a Florida limited liability company, with a business address of 613 NW 3rd Ave., Suite 104, Fort Lauderdale, Florida 33311, and its successors or assigns (hereinafter, the "Developer"; the Developer and the CRA are collectively referred to herein as the "Parties"). RECITALS WHEREAS, Developer submitted a proposal, a copy of which is attached here to as Exhibit "A," (the "Proposal") in response to the Request for Proposals and Developer Qualifications for the 115 N. Federal Highway Infill Mixed -Use Redevelopment Project ("RFP") issued by the CRA on July 23, 2021, incorporated herein by reference, which proposal was accepted by the CRA Board on November 30, 2021; and WHEREAS, the CRA has determined that the Project, as defined herein, furthers the Boynton Beach Community Redevelopment Plan; and WHEREAS, Developer has the knowledge, ability, skill, and resources to effectuate the construction and development of the Project; and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Revenue Funding for the Project will further the goals and objectives of the Boynton Beach Community Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties hereby acknowledge, the Parties agree as follows: Section 1. Incor oration. The recitals above and all other information above are hereby incorporated herein as if fully set forth. Section 2. Definitions. As used in this Agreement, the following terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 01649149-7 1 440 2.1. Adequate Proof of Financial Closing shall consist of verifiable binding documentation for the Project necessary to evidence that financing has been obtained for the construction of the Project through completion. 2.2. Area Median Income ("AMI") shall mean the City of Boynton Beach Area Median Income, as set forth and published each year by the City of Boynton Beach, unless required by the Lender to mean Palm Beach County Area Median Income, as set forth and published each year by the Department of Housing and Urban Development. If the Lender does not make a determination, the Developer shall use the City of Boynton Beach Area Median Income, provided that: (a) the City publishes AMI levels on a regular (annual) basis, (b) the AMI levels are made readily available to the general public, and (c) the City utilizes the same calculation methodology as does the Department of Housing & Urban Development. 2.3. 'Base Year" for determining Tax Increment Revenue from the Project shall be the year prior to Commencement of Construction (hereinafter defined). 2.4. "City" means the City of Boynton Beach, Florida. 2.5. "Commencement of Construction" or "Construction Commencement" means the date when both of the following have occurred: (i) Developer has provided Adequate Proof of Financial Closing, and (ii) Developer has actually begun construction activities (including demolition, site clearing, excavation, and/or utility relocation) consistent with the City Code and all applicable permits, such that construction activities will continue on a consistent basis to complete construction of the Project. 2.6. "Completion of Construction" shall mean the date for which the Project is substantially complete and the Temporary Certificate of Occupancy has been issued by the appropriate governing authority. 2.7. "Effective Date" shall mean the date the last party to this Agreement executes this Agreement. 2.8. "Financial Closing" The date on which all agreements and loan documents for the financing of the Project have been executed and all required conditions contained in such agreements and loan documents for the commencement of funding have been satisfied, as determined by Lender and Developer. 2.9. "Land Use Approvals" shall mean all required site plan, zoning, platting/replatting approvals from the City of Boynton Beach necessary to procure building permits to construct the Project on the Property. 2.10. "Lender" shall mean the lender selected by the Developer to provide a mortgage loan that is secured by all or any part of the Project. 01649149-7 lA 441 2.11. "Property" means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit "B," hereto. 2.12. "Purchase Agreement" means that certain Purchase and Development Agreement by and between the CRA, as seller, and Developer, as purchaser, dated of even date herewith. 2.13. "Tax Increment Revenue" means the amount deposited in the Redevelopment Trust Fund for the Boynton Beach Community Redevelopment Area, pursuant to Florida Statutes, Section 163.387, that is attributable to the Project. Section 3. Develo er's Obli ations and Covenants. 3.1 Construction of the Project. Developer shall construct a mixed-use, transit - oriented development containing a mixed -income workforce housing rental apartment building with restaurant, retail space, and office space, including public parking that incorporates public pedestrian connectivity, consistent with the Proposal (hereinafter the "Project"). In the event of a conflict between the Proposal and this Agreement, this Agreement shall control. The Project will include the Required Elements set forth below and be built consistent in all material respects with the Conceptual Site Plan attached hereto as Exhibit "C" except as revised pursuant to this Paragraph. The Conceptual Site Plan may be revised by Developer from time to time without the consent of the CRA, provided, however, that any change to the Conceptual Site Plan that would result in a change to any of the Required Elements (hereinafter defined) shall require the approval of the CRA, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Developer may increase the units or commercial or residential square footage without the consent of the CRA. 3.2 Development Deadlines. The following events must be completed as set forth herein and evidence of same shall be provided to the CRA upon completion of each event (collectively the "Project Deadlines"). At all times after the Effective Date, the CRA shall cooperate with Developer using good faith and due diligence to facilitate and expedite Developer's satisfaction of the Project Deadlines, which include, without limitation, the Land Use Approvals. 01649149-7 3.2.1. Submission of application to the City for site plan approval within one hundred eighty (180) days from the Effective Date. For purposes of this Section, submission of application shall mean the good faith submittal of a complete application for site plan approval to the City of Boynton Beach, and any later request for information, or rejection or return by the City of Boynton Beach for reasons of technical compliance, shall not be deemed failure of Developer to comply with the requirements of this Section. Developer may extend the deadline for submission of application to the City for site plan approval by no more than 3 442 sixty (60) days, subject to prior, written approval of the CRA at the CRA's sole and reasonable discretion. 3.2.2 Developer shall diligently and continuously pursue site plan approval and all other required Land Use Approvals until the same are issued. 3.2.3 Developer shall submit construction documents and all necessary applications to the City to obtain necessary building permits for the Project within one hundred twenty (120) days of obtaining formal site plan approval from the City. 3.2.4 Developer shall provide the CRA with updates on the process of obtaining financing for the Project, together with reasonable documentation, upon the CRA's request therefor. No later than the Closing Date (as defined in the Purchase Agreement), Developer shall provide Adequate Proof of Financial Closing to the CRA. 3.2.5 Commencement of Construction within two (2) years of the Closing Date pursuant to the terms of the Purchase Agreement. Notwithstanding anything to the contrary herein, Developer may extend the deadline for Construction Commencement by one (1) period of twelve (12) months, subject to receipt of written approval from the CRA, which approval shall not be unreasonably withheld, conditioned or delayed provided Developer is using good faith efforts and due diligence to achieve Commencement of Construction. 3.2.6 Developer shall ensure that the groundbreaking ceremony will occur prior to or simultaneously with the Commencement of Construction. 3.2.7 Completion of Construction within thirty-six (36) months of Commencement of Construction; provided, however, Developer shall have the right to extend the deadline for Completion of Construction for one (1) period of twelve (12) months subject to receipt of written approval from the CRA, which approval shall not be unreasonably withheld, condition or delayed provided Developer is using good faith efforts and due diligence to achieve Completion of Construction. After receipt of a temporary certificate of occupancy, Developer shall use good faith efforts and due diligence to obtain a final certificate of occupancy in an expeditious manner. Developer shall obtain a certificate of occupancy for the Project no later than 9.5 years after the Effective Date. 3.2.8 Developer shall ensure that a ribbon cutting ceremony will occur prior to occupancy of the residential portion of the Project. 3.3 Required Project Elements. The Project must include all of the following elements (the "Required Elements"). 01649149-7 4 443 3.3.1 A rental apartment building including a minimum of 236 rental units MOIRMNIMIM 3.3.1.1 The units shall be rented in accordance with the following ratio (regardless of how many units are constructed) (the "Affordability Requirements"): • Tier One: 3.8% of the total rental units to tenants that earn up to 80% of the AMI; • Tier Two: 23.1% of the total rental units to tenants that earn up to 100% of the AMI; • Tier Three: 23.1% of the total rental units to tenants that earn up to 120% of the AMI; and • Tier Four: the remaining total rental units shall be unrestricted. • Tier One, Tier Two, and Tier Three units shall be the Restricted Units. If necessary, and if consented to by Developer in Developer's sole and absolute discretion, the total rental units and Affordability Requirements may be adjusted as may be required in order to meet the minimum code requirements of the City of Boynton Beach's Workforce Housing Program, provided that at no time shall the sum of Tier One, Tier Two and Tier Three units be less than 50% of the total rental units. The units shall be rented to tenants in compliance with fair housing laws. Developer shall not segregate units based on income levels, When not in contravention of such laws, Developer will not designate all affordable unit to be in the same Tier and will attempt to designate a variety of unit types as affordable units. 3.3.1.2 On the date of the Financial Closing, the Developer will record a Restrictive Covenant containing the Affordability Requirements (the "Restrictive Covenant"), which shall remain in effect for the Restricted Units for a period of 15 years following Completion of Construction (the "Initial Affordability Term"). At the conclusion the Initial Affordability Term, units to 30% of the total rental units (in the same tier proportion as set forth in Section 3.3.1.1 hereof) for an additional 15 -year period (30 years total following Completion of Construction). The Restrictive Covenant shall also provide that 10% of the Restricted Units (in the same tier proportion as set forth in Section 3.3.1.1 hereof) shall remain subject to the Affordability Requirements in perpetuity. The Restrictive Covenant shall be in a form approved by the CRA and Letcler. 01649149-7 5 444 3.3.2 A minimum of 16,800 square feet of commercial space (e.g. restaurant, retail and office). 3.3.3 A minimum of 150 public parking spaces in addition to the parking spaces Developer reasonably calculates Developer will require for the commercial and residential portions for the Project, which shall be located in a parking garage to be constructed by Developer and which shall remain open to the public in perpetuity pursuant to a lease agreement to be executed between the Parties, (the "CRA Spaces"), in a form substantially similar to the lease attached hereto as Exhibit "D." Although the CRA Spaces are separate from the parking spaces that are designated for the residential and commercial uses, and shall not be designated by Developer for association with the residential or commercial uses, the CRA Spaces shall be included in the calculation of determining the total number of parking spaces required for compliance of the residential and commercial uses with the minimum code requirements of the City of Boynton Beach. Section 4. Public Benefits. Developer shall comply with the following Requirements. 4.1. Job Fairs, and Apprenticeship. Prior to and/or during the construction of the Project, Developer shall use commercially reasonable efforts to: • Host two (2) job fairs, between Commencement of Construction and Completion of Construction, at a venue within the City of Boynton Beach; • Participate in job fairs within 15 miles of the City when notified of such job fairs by CareerSource Palm Beach County or such other entity as the CRA may designate from time to time; • Include requirements in all contracts with contractors that the contractors use commercially reasonable efforts to participate in an apprenticeship program; and • Provide documentation evidencing satisfaction of these requirements upon request by the CRA and as part of the Annual Performance Report (hereinafter defined). 4.2. Green Building. Developer will achieve a minimum National Green Building Standards (NGBS) Bronze certification for the residential building. Evidence of the NBGS Bronze certification shall be submitted to the CRA within twelve (12) months following Completion of Construction. Developer will analyze the feasibility of using the chilled water services offered by the District Energy Facility located in the Town Square complex. 4.3 Green Wall. Developer shall use commercially reasonably efforts to incorporate a green wall into the wall of the parking garage associated with the Project consistent with City code. 01649149-7 6 445 4.4 Electric Vehicle Charging Stations. Developer shall install provisions t* to install additional electric vehicle charging stations in up to 15 of the other CRA Spaces, the specific number and location of spaces to receive such conduit to be mutually agreed to by the Parties prior to finalization of construction plans for the parking associated with the Project. 5.1 Annual Performance Report. Commencing upon the Effective Date, Developer shall annually provide the CRA with an Annual Performance Report for the Project certifying Developer's compliance with the requirements of this Agreement and the Purchase and Development Agreement and, as applicable upon Completion of Construction, evidencing that Developer has paid all property taxes for the Property for the preceding year. Such report must W,e SLI all requirements for the Annual Performance Report contained in this Agreement. Further, Developer shall, at any time requested by the CRA but not less than once per calendar year, ;!ppear before the CRA Board and provide any information requested regarding the Project. 5.2 The following are conditions precedent to the CRA's annual disbursal of Tax Increment Revenue pursuant to this Agreement: 01649149-7 Developer must have timely provided its Annual Performance Report, providing evidence of compliance with the requirements of this Agreement and evidencing that Developer has paid all property taxes for the preceding year; and 5.2.2 A finding by the CRA Board that the Annual Performance Report submitted by Developer is consistent with the requirements of this Agreement, which finding shall not be unreasonably withheld, conditioned or delayed; and M MGM 5.2.4 Developer is not in material default beyond any applicable notice and cure period under any terms or provisions of this Agreement. Developer shall not be entitled MPMEA 177FIWWJJ any applicable notice and cure period under the terms of this Agreement and has failed to sufficiently cure the default as provided for herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Tax Increment VA 446 Revenue during any period of default by the Developer, provided that, once a default is cured, Developer shall receive its Tax Increment Revenue for the remainder of the TIR Term, provided Developer is not in default under this Agreement. Section 6. Tax Increment Revenue. 6.1 Formula and Term. 6.1.1 The CRA hereby agrees to pledge and assign to Developer pursuant to the terms of this Agreement, an annual amount which equals ninety-five percent (95%) of the Tax Increment Revenue, for a fifteen (15) year term, not to exceed a total of seven million dollars ($7,000,000.00) ("TIR Cap"), commencing on the last day of the year that all of the following conditions are met ("TIR Term"): A. The Developer has achieved Completion of Construction; B. All elements of the Project have been placed on the Tax Roll; C. The CRA has received Tax Increment Revenue from the Project; D. The Annual Performance Report is received and found to be sufficient by the CRA, which finding shall not be unreasonably withheld, conditioned or delayed; and E. Developer is not in default under this Agreement. Provided the above conditions precedent are satisfied, the CRA shall disburse the Tax Increment Revenue to the Developer as soon as practicable after the CRA receives the Tax Increment Revenue. 6.2 No Prior Pledge of Tax Increment Revenues. The CRA warrants and represents that the Tax Increment Revenue are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned, pledged, hypothecated or secured by the CRA for the period covered by term of this Agreement. 6.3 Form of Payment. Payment of the Tax Increment Revenue shall be in the form of a CRA check made payable to the Developer. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developer of obligations under this Agreement or to be an acceptance of faulty or incomplete rendition of Developer's obligations under this Agreement. Section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or 01649149-7 K 447 by recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested. The use of electronic communication is not considered as providing proper notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Boynton Beach Community Redevelopment Agency Attention: Thuy Shutt, Executive Director 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Tara W. Duhy, Esq. Lewis, Longman & Walker, P.A. 360 S. Rosemary Ave Suite 1100 West Palm Beach, Florida 33401 If to Developer, such notice shall be addressed to: BB QOZ, LLC Attention: Jeff Burns & Nicholas Rojo 613 NW 3rd Ave., Ste. 104 Fort Lauderdale, Florida 33311 With a copy to: Lance M. Aker, Esq. Kapp Morrison LLP 7900 Glades Road, Ste 550 Boca Raton, Florida 33434 Section 8. Default. The failure of Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. If Developer fails to cure the default within thirty (30) days of notice from the CRA, the CRA may withhold payment of Tax Increment Revenue to Developer due for such calendar year; provided, however, if such default takes longer than thirty (30) days to cure, such cure period shall be extended until the Developer cures such default provided that the Developer is using good faith efforts to effectuate such cure in a diligent manner and such cure can be completed within the same calendar year. A default under this Agreement shall not terminate this Agreement, but payments of the Tax Increment Revenue to Developer shall not re -commence until such default is cured. 01649149-7 E 448 Section 9. Termination. This Agreement shall automatically terminate: 1) upon the last disbursement of Tax Increment Revenue due to Developer pursuant to the terms of this Agreement; 2) upon the expiration of the 15 -year TIR Term, or 3) if Developer fails to Commence Construction or Complete Construction of the Project as required herein (unless such time period is extended by the CRA or this Agreement is assigned to Lender pursuant to the terms of this Agreement). Section 10. Miscellaneous Provisions. 10.1. Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development of the Project, whether such damage or injury occurs before, during, or after the construction of the Project or the term of this Agreement, except if caused by the gross negligence or willful misconduct of the CRA. Except as set forth in the foregoing sentence, Developer hereby forever waives, discharges, and releases the CRA, its agents, and its employees, to the fullest extent the law allows, from any liability for any damage or injury sustained by Developer. 01649149-7 10.2. Indemnification. Developer shall indemnify, save, and hold harmless the CRA, its agents, and its employeesfrom any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property or other damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment installation and removal) of Developer. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 10.3. Assignment. This Agreement may only be assigned in its entirety. Prior to Completion of Construction, this Agreement may only be assigned by Developer to an entity that is managed by Developer's key principals, Jeff Burns and Nicholas Rojo, or Lender pursuant to Developer's loan documents with Lender, and provided that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement. Such assignment may be made without further consent of the CRA; however, Developer shall provide notice to the CRA within 30 days of such assignment. After Completion of Construction, provided Developer is not in default under this Agreement, this Agreement may be assigned by Developer to any third party with the consent of the CRA, which consent shall not be unreasonably withheld, conditioned, or delayed, provided however, that such assignment shall not be effective unless (a) the Developer delivers written lim 449 01649149-7 notice to the CRA at least thirty (30) days prior to the assignment, (b) the third party assignee demonstrates to the reasonable satisfaction of the CRA that the balance of the Tax Increment Revenue is required to maintain the Affordability Requirements, and (c) the assignee shall specifically assume all of the obligations of the Developer under this Agreement. Notwithstanding the foregoing, in the event Lender takes possession of or becomes the record owner of the Property, this Agreement shall be automatically assigned to Lender upon receipt by the CRA of written notice by Lender that it desires, in Lender's sole and absolute discretion, to be assigned this Agreement and to assume all of the rights and obligations of the Developer under this Agreement. The notice must be received within 90 days of Lender taking possession of or becoming the record owner of the Property. 10.4. Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA or the Developer, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 10.5. No Discrimination. Developer shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 10.6. No Partnership, Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or employee relationship. It is specifically understood that Developer is an independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance under this Agreement. 10.7. Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida's Public Records Law. Specifically, the Developer shall: a. Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement; b. Upon request from the CRA's custodian of public records, provide the CRA 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 in this chapter or as otherwise provided by law. 11 450 01649149-7 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 Agreement term and following completion of the Agreement if Developer does not transfer the records to the CRA. d. Upon completion of the Agreement, transfer, at no cost, to the CRA all public records in possession of Developer or keep and maintain public records required by the CRA to perform the service. If Developer transfers all public records to the public agency upon completion of the Agreement, Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon completion of the Agreement, Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA, upon request from the CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435; or SHUTTT@bbfl.us. 10.8. Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9. Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 12 451 01649149-7 110.10. Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. 10.11. Governing Law, Jurisdiction, and Venue. The terms and provisions of th Agreement shall be governed by, and construed and enforced in accordance wit, the laws of the State of Florida and the United States of America, without rega to conflict of law principles. Venue and jurisdiction shall be Palm Beach Count -I Florida, for all purposes, to which the Parties expressly agree and submit. 10.12. Independent Advice. The Parties declare that the terms of this Agreemem have been read and are fully understood. The Parties understand that this is a binding legal document, and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 10.13. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable. 0. 14. Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. 10.15. Compliance with Laws. In its performance under this Agreement, Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations enacted as of the Effective Date. 10.16. Survival. The provisions of this Agreement regarding public records, indemnity, parking, Affordability Requirements, and waiver shall survive expiration or termination of this Agreement and remain in full force and effect. 10.17. Minor Modifications. The CRA Executive Director, shall administrative amend this Agreement (without requirement of CRA board approval) as may reasonably required by the Lender, provided that such amendment does n pertain to or impact any material term of this Agreement and is for the purpo of complying with Lender requirements in order to effectuate Financial Closing. el any required amendment by the Lender would have a material effect on the ter and conditions set forth in this Agreement, then such amendment shall requi CRA board approval, not to be unreasonably withheld, conditioned or delayed. F purposes of this paragraph, the term "material term" shall include all terms an s provisions in Sections 3, 4, 5, 6, 8, 9, 10.1, 10.2, 10.3, 10.4, 10.7, 10,16, 10.17, an$ 10.18, (including all subsections thereunder), and any other term reasonab IN 452 01649149-7 deemed material by the CRA Attorney at the time such request for amendment i -2f made. 0. 18. Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent and for so long as such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, pandernics, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority, or the other Party. Events of Force Majeure shall extend the period for the performance of the obligations for a period equal to the period(s) of any such delay(s). All terms contained herein shall be subject to Force Majeure. 10.19. Computation of Time — Any referenced herein to time periods which are not measured in Business Days and that are less than six •:. days shall not •:• Saturdays, Sundays, and legal holidays in the computation thereof. Any period provided for in this Agreement which ends on a Saturday, Sunday, or legal holiday shall extend to 5 p.m. on the next full Business Day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the computation thereof. For purposes of this Agreement, Business Days shall mean Monday through Friday but shall exclude state and federal holidays. "1 11:11 1105!15RIJ151 lilt 0 11 '111 "It 1 101111111111 �1111111'17111131111113M�� 14 453 WITNESS Print Name: BB QOZ, LLC, a Florido, lhnite(j, li bility company B Avaz>Printed Name : Title: BEFORE UM, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared 9411A'91s &tAs ow0#7,4(of BB QOZ, Ll and acknowledged under oath that he/she has executed the foregoing Ag eement as the proper official of BB QOZ, LLC, for the use and purposes mentioneA,hcrdn-4Vd that the instrument is the act and deed of BBQOZ, LLC. He/she is personally kno o me or has produced as identification..."' "°° ....... IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this �day of 3 (v 2022. My Commission Expires: 5-119 1 e q Notary Q16491494 COATES wdW Thru [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 15 454 WITNESSES Print Name,nzione ..... ____._ w .......__..... Print Name:. STATE OF FLORIDA \ ) 1 COUNTY OF PALM BEACH ) BOYNTON BEACH COMMUNITY REDEVELOPMENT ADEN "Y 13y:___" y.... Ty Penser , CRA Board Chair .. 0,04 fob n:� �mm�ammm m! S ��'m �rry dp�wyqgry��o BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personal...appeared . Ty Penserga, as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she isersonall �,,o.. F or has produced ..... ___ as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this day of 2022. _. My Commission Expires: 01649149-7 Notary � y •�� i�`ig61 �� 16 bliA State of Florj�fi at Large 455 EXHIBIT "A" PROPOSAL The proposal submitted by BB QOZ, LLC, a Florida limited liability company, with a business address of 613 NW 3rd Ave., Suite 104, Fort Lauderdale, Florida 33311, in response to the Request for Proposals and Developer Qualifications for the 115 N. Federal Highway Infill Mixed-use Redevelopment Project ("RFP") issued by the CRA on July 23, 2021, which proposal was accepted by the CRA Board on November 30, 2021, is hereby incorporated herein by reference as if fully set forth. A copy shall be maintained at the offices of the Boynton Beach Community Redevelopment Agency, and upon dissolution of the same, a copy shall be maintained by the City of Boynton Beach. 01649149-7 17 456 EXHIBIT "B" PROPERTY LEGAL DESCRIPTION PROPERTY: 7 parcels further detailed below: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd, Boynton Beach, FL Parcel #: 08434528030010060 Lots 6 and 7, Block 1, ORIGINAL TOWN OF BOYNTON, according to the Plat thereof as recorded in the Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. Parcel 2: Physical Address: NE 4th St., Boynton Beach, FL Parcel #: 08434528030010080 Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast one-quarter of the Northeast one-quarter of Section 28, Township 45 South, Range 43 East, according to the Plat filed by Birdie S. Dewey and Fred S. Dewey, September 26, 1898, and recorded in the Public Records of Dade and Palm Beach County, Florida, Plat Book 1, Page 23. Parcel 3: Physical Address: NE 11t Ave., Boynton Beach, FL Parcel #: 08434528030010100 Lots 10, 11 and West %: of Lot 12, Block 1, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1, page 23, Public Records of Palm Beach County, Florida. Parcel 4: Physical Address: 115 N. Federal Hwy., Boynton Beach, FL Parcel 08434528030060010 Lots 1, 2, 3, 4, 5, 6 and 7, Block 6, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23 excepting therefrom the North 5' of Lots 5 and 7, and the West 5' of Lot 7, and existing right-of-way for U.S. Highway #1; together with buildings and improvements located thereon; and Parcel 5: Physical Address: 511 E. Ocean Ave., Boynton Beach, FL Parcel #: 08434528030060100 Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 6: Physical Address: 515 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060111 Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 01649149-7 18 457 Parcel 7: Physical Address: 529 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060120 01649149-7 Lot 12, Block 6, ORIGINALTOWN OF BOYNTON, according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 19 458 01649149-7 EXHIBIT Arc CONCEPTUAL SITE PLAN at 459 460 M, 0 461 30 . ..... ... .. o # M, 0 461 01649149-7 EXHIBIT "D" DRAFT PARKING LEASE 21 462 �ffl� PARKING LEASE AGREEMENT (this "Lease"), is made and entered into this :,)'dayof 2022, by and between BB QOZ, LLC, a Florida limited liability company, The Boynton Beach Communi CRA). a -ublic agene ("Landl ,, id Redevelopment Agene BB D WITNESSETH: '477r, 1, ab-111iffe p-ar7r17rMTtTscn6ea 6y me legal description attached hereto as Exhibit A, (collectively the "Pigperty"); and WHEREAS, the Landlord intends to construct a mixed-use, transit -oriented development containing a mixed -income workforce housing rental apartment building with a minimum of 236 rental units available to various affordabili rpsgii- i j'jifi defined) (the "Pr9ject"); and WHEREAS, Tenant has provided property valued at approximately $5.51 million in exchange for the dedicated parking; and WHEREAS, the Landlord and the Tenant have entered into a Tax Increment Revenue Funding Agreement and Purchase and Development Agreement (other Agreements) wherein the Tenant is providing certain economic development incentives to develop the Project; and WHEREAS, the Tenant recognizes the positive impact that the Project will bring to the City of Boynton Beach including the provision of additional parking facilities; and WHEREAS, the Landlord and Tenant desire to enter this Lease to provide 150 parking spaces located in the Parking Garage, in addition to the parking spaces Landlord reasonably calculates Landlord will require for the commercial and residential portions for the Pr ' for the use -41A the general �!ublic for enhancement of the downtown in furtherance of Tenant's 2016 Community Redevelopment Plan, as set forth below; and WHEREAS, this Lease does not impact or affect City of Boynton Beach Parking Code requirements; however Tenant will not object to Landlord including the Parking Spaces in the calculation uses of the Project with the minimum code requirements of the City of Boynton Beach; and WHEREAS, the Tenant, as the BBCRA, has determined and hereby finds that this Lease promotes economic development in the CRA Area and, as such, is in the best interests of the BBCRA and furthers the 2016 Boynton Beach Community Redevelopment Plan. NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, the sufficiency of which is acknowledged by both parties, the Landlord and Tenant covenant and agree as follGws: 016733474 259421v9 463 111111111111111 Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the following described parking spaces (the to be utilized exclusively by Tenant for the F!'ermitted Use (as defined in Section 14 below): -AK-mg spaucs sl to be constructed at NE 4h Street, Boynton Beach, Florida 33435 and NE I't Avenue, Boynton Beach, Florida 33435 (the "Parkin ar in the locations designated as "Parking Spaces" on Exhibit B without the prior written consent of the Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant take into consideration whether such location change will negatively impact public access and the number of times the location has been changed. Landlord shall provide notice to Tenant at least 14 days prior to the Parking Spaces being relocated, and Landlord shall bear the actual, reasonable and verifiable costs (excluding any Tenant overhead costs), if ang, of relocatin , S-oaces, in I ing an costs associated with moving in _e.1ARftj9 g the Parking , J_� V vehicle chargers, or other similar items. Landlord shall not move Tenant in any manner that will reduce Tenants ability to use parking meters, provide electric vehicle chargers, or other similar items. At no time shall the total Parking Spaces be less than one hundred fifty (150), and Landlord shall use commercially reasonable efforts to keep the Parking Spaces generally contiguous. At no time shall the Parking Spaces be located on anv level hiLyher than level 3 of the Parking Garage. exce2t as may be set forth o t Vie _M�i NEW, areas located only on the floors of the Parking Garage where the Parking Spaces are located, for their with the use of such areas by Landlord or other users of the Parking Garage. The use by Tenant and the eeneral Dublic of the Parkin S*aces shall be suAject to the tgniq vrd c*-gditi*-cs*f JIM an(Gi wi1nouL any a ance notice to Landlord. If Landlord later determines that Landlord's (or other Project tenants') intended use of the parking garage requires additional spaces, Landlord may request to allocate some of the Parking Spaces towards such intended use. Tenant has sole and absolute discretion as to whether to approve or deny such request, in whole or in part, and may place conditions on such use. It is anticipated that in the event Tenant approves I I wf OA f, t :�t[ flif, 16, 1 -11, W *,L*J I U-11 EWA U-1 I rif I I M 1R)MM I W-11 rR I BROJEOR ;I 1$141M7d41UJw 1, , " 't i A WIN M 04 Ww_ W"I "04 FAWInW.-N241rum I M1142 01 -d -i I a ON] ILI TM I V-1 I im Term; Constructµon of Parking11"Definitions. -- Gg�W, (a) The to of this Lease (the "Tenn") shall be twenty-five (25) years, with three (3) automatic 25 -year extensions unless earlier terminated by Tenant pursuant to written notice to Landlord at least 4 weeks prior to termination. The Term shall commence on the date that Landlord and Tenant mutually agree in writing that Tenant (and the public) may begin occupying the Parking Spaces, which date shall not occur before construction of the Parking Garage has been substantially completed (as defined below) and the public may begin accessing the Parking Spaces (the "Lease Commencement Date"). _ ..................................... ___ (b) The Parking Garage shall be constructed by the Landlord in accordance with the permitted set of plans for which a building permit is issued by the appropriate governing authority, which 01673347-4 2 464 plans shall be based upon the Parking Garage Floor Plan attached hereto as Exhibit B. In the event of any conflict between this Lease (including Exhibit A) and the permitted set of plans, the permitted set of plans shall govern and control. Landlord shall provide notice to Tenant of any significant changes to the Parking Garage Floor Plan from what is depicted in Exhibit B. (c) The term "substantially completed" shall mean and refer to the date a temporary certificate of occupancy or certificate of occupancy (or its equivalent) has been issued by the appropriate governing authority for the Parking Garage. (d) The "Effective Date" of this Lease is the date after it has been fully executed by Landlord and Tenant, 4. Base Rent. The property provided by Tenant valued at approximately $5,510,000, together with Tenant's compliance with the terms and conditions of this Lease, shall constitute sufficient consideration for Tenant's use of the Parking Spaces during the term of this Lease. Consequently, for the purposes of this Lease, the term "Base Rent" shall be understood to be rent in the amount of $0.00, but the $0.00 amount of rent shall not affect the validity of this Lease. 5. Additional Rent. Unless otherwise expressly provided, all monetary obligations of Tenant to Landlord under this Lease, of any type or nature, other than Base Rent, shall be denominated as additional rent and include applicable sales tax (unless exempt) ("Additional Rent"). In addition to Base Rent, as set forth in Section 4 above, Tenant shall be obligated to pay, as Additional Rent, Tenant's Percentage Share (as defined in Section 6, below) of Operating Expenses (as hereinafter defined), plus applicable sales tax (unless exempt), to be a set rate established once per year, which shall be subject to reconciliation as set forth in Section 6 hereof. For the first (l't) year of the Term, the amount of Operating Expenses paid by Tenant shall not exceed fifty dollars ($50.00) per space per month (the "Operating Expense Cap'). The Operating Expense Cap shall increase by the increase in the Consumer Price Index for All Urban Consumers published by the U. S. Bureau of Labor Statistics annually, and the Operating Expense Cap shall terminate and be of no further force and effect at the expiration of the twentieth (20th) year of the Term. Any increase in rent will become effective October 1, provided however that in order for such increase to be effective, Landlord will provide Tenant notice of the increased rental rate no later than April 1 of that year. In no instance may the Landlord increase the Rent more than one per year. For the purposes of this Lease, "Operating Expenses" shall mean all reasonable actual costs and expenses solely and directly attributed to and incurred by Landlord in owning, maintaining, insuring, and repairing the Parking Garage, including, without limitation, all common areas thereof after the Lease Commencement Date, which costs and expenses shall include, but shall be limited to, security, parking systems, cleaning, trash collection and disposal, utilities, maintenance and repairs of all elements of the Parking Garage, pest control, fire safety systems, all insurance costs incurred by Landlord with respect to insurance policies maintained by Landlord with respect to the Parking Garage, industry standard management fees, license fees, maintenance, repair and operational supplies, the costs of fabricating, installing and maintaining signage, landscaping, administrative and industry standard professional costs, permitted capital expenditures, industry standard repair and replacement reserves in connection with any of the foregoing items and ad valorem and non -ad valorem real estate taxes, assessments and fees attributable to or otherwise applicable to the Parking Garage. Operating Expenses do not include salary, benefits, or bonuses of Landlord's employees or officers; or other expenses not directly related to the operation of the Parking Garage. In the event any surcharge or regulatory fee is at any time imposed by any governmental authority for parking spaces within the Parking Garage, Tenant shall pay Tenant's Percentage Share (as defined below) of such surcharge or regulatory fee to Landlord as Additional Rent, payable as set forth in this Section 5. Notwithstanding the foregoing, Tenant shall pay one hundred percent (100%) of the costs and expenses solely and directly related to the Parking Spaces only (as opposed to costs and expenses that relate to the Parking Garage generally, which are billed as Operating Expenses), including, but not limited to, parking meters or parking systems (such as pay 016733474 3 465 stations or pay -by -phone stations), electrical vehicle charging stations, signage and safety monitoring specific to the Parking Spaces. 6. Pqy ment of Additional . Rent;_Tenqnt'S,.Yqrppiitag ,Share. Additional Rent (together with . ..... applicable sales tax unless exempt) shall be due and payable Payment shall be made on a monthly basis on or before the first (I I) day of each calendar month throughout the duration of the Term, without notice, demand, setoff or deduction and made payable to Landlord at the address provided in Section 7, which may change from time to time. If any payment due from Tenant shall remain overdue thirty (30) days after the due date, the payment due plus administrative charges shall bear interest at the rate often percent (10%) per annum. If any check given to Landlord for any payment is dishonored for any reason whatsoever attributable to Tenant, in addition to all other remedies available to Landlord, upon demand, Tenant will reimburse Landlord for all insufficient funds, bank, or returned check fees. The term "Rent" when used in this Lease shall include Base Rent and all forms of Additional Rent. For the purposes of this Lease, Tenant's Percentage Share shall be deemed to be a fraction, the numerator of which is the number of Parking Spaces (150 parking spaces), and the denominator of which shall be the total number of parking spaces within the Parking Garage (estimated to be 545 parking spaces) Landlord estimates that Tenant's Percentage Share will be approximately 27.52%, as may be adjusted based on the total number of parking spaces within the Parking Garage pursuant to the building permit for the Parking Garage. The parties agree that the estimated number of parking spaces and estimated percentage described in the previous sentence are not binding are intended only to provide an example of how Tenant's Percentage Share shall be calculated. After each year of the Term, Landlord shall provide Tenant with a reasonably detailed statement of the actual Operating Expenses for the prior year and Tenant's actual Percentage Share. An adjustment shall be made between Landlord and Tenant with payment to or repayment by Landlord, as the case may require, to the end that the Landlord shall receive the entire amount actually owed by Tenant for Tenant's Percentage Share of the Operating Expenses for the prior year up to the amount of the Operating Expense Cap, but shall not exceed the amount of the Operating Expense Cap. Tenant shall receive a credit for any overpayments for the year on the next payment of the Additional Rent. Any payment adjustment owed by Tenant to Landlord will be due with the next payment of the Additional Rent. Tenant waives and releases any and all objections or claims relating to the actual Operating Expenses for any calendar year unless, within sixty (60) days after Landlord provides Tenant with the notice of the actual Operating Expenses, Tenant provides Landlord notice that it disputes the actual Operating Expenses. If Tenant disputes the actual Operating Expenses, Tenant shall continue to pay the Additional Rent in question to Landlord in the amount provided in the Operating Expenses (if a reoccurring expense) pending resolution of the dispute. Such dispute shall be resolved by hiring an independent auditor, whose fees shall not be on a contingency basis and whose fees shall be paid by Tenant, unless the audit discloses that Landlord's Operating Expense calculation was incorrect by more than seven percent (7%), in which case Landlord shall pay the cost of the independent auditor. 7. Notice. Any notice under the terms of this Lease shall be in writing and shall be deemed to be duly given only if delivered personally or mailed by registered mail in a postage -paid envelope or via express courier or other nationally recognized overnight delivery service and sent to the address(es) as set forth below: If to Landlord: BB QOZ, LLC c/o Affiliated Development 613 NW 3' Ave., #104 Ft. Lauderdale, Florida 33311 Attention: Jeffrey Burns 01673347-4 4 With a copy to: Kapp Morrison LLP 7900 Glades Rd., Suite 550 Boca Raton, Florida 33435 Attention: Lance Aker If to Tenant: Boynton Beach Community Redevelopment Agency Attn: CRA Director 100 East Ocean Avenue 4th Floor Boynton Beach, Florida 33435 With a copy to: City of Boynton Beach, Florida Attn: City Manager 100 East Ocean Avenue Boynton Beach, Florida 33435 The address of either party may be changed upon giving at least fifteen (15) days' advance written notice of that change to the other party. ano........ k rR g . Landlord shall have the right to block off any or all of the Parking Garage, including the Parking Spaces, for purposes of repair or maintenance of the Parking Spaces. At no time will Landlord block of any Parking Spaces for more than ten (10) days without the prior written consent of Tenant, except as reasonably required to complete repair or maintenance of the Parking Spaces. Except in emergency circumstances, Landlord shall provide Tenant with not less than three (3) days' advance notice of the foregoing if Tenant's or the general public's access to the Parking Spaces will be prevented. Landlord shall have the unrestricted and exclusive right to utilize all parking spaces located within the Parking g g p ("Landlord's_w.._M,M,M,M„,,,Parking Areas"}. Tenant shall have no right to ar Garage other than the Parkin Spaces„ park within or utilize any portion of Landlord's Parking Areas. Landlord or its agents shall have the right to immediately remove, or cause to be removed, any car or vehicle of Tenant that may be parked in Landlord's Parking Areas, without any liability and without any advance notice to Tenant. Notwithstanding anything to the contrary set forth herein, Tenant hereby acknowledges and agrees that Landlord and its agents, employees, contractors, tenants, and licensees (collectively, the "Landlord Parties"), shall retain and have the unrestricted right to reasonably utilize those portions of the Parking Garage located around, adjacent to and surrounding the Parking Spaces, including without limitation, drive isles, ramping, pedestrian and handicap accessibility areas, back of house areas, stairwells, elevators and all other areas outside of the individual parking stalls for the Parking Spaces (collectively, the "Access Areas") for the purpose of vehicular and pedestrian ingress and egress to and from Landlord's Parking Areas so long as such use does not prevent access to the Parking Spaces. The Access Areas shall not include any area of the Parking Spaces. Tenant acknowledges and agrees that the foregoing right of the Landlord and Landlord Parties to reasonably utilize the Access Areas shall be irrevocable and remain in full force and effect throughout the duration of the Term (as the same may be extended) and Tenant shall have no right to claim constructive eviction by virtue of the Landlord's reasonable utilization of the Access Areas, notwithstanding the fact that such Access Areas may be located in close proximity to the Parking Spaces. Except as provided herein, Landlord shall include a provision in its residential leases prohibiting such tenants from parking within the Parking Spaces or otherwise use the Parking Spaces unless payment of the parking fees are made at the same rate as the general public utilizing the Tenant's Parking Spaces. 9. Landlord Covenants and Obliigations,. Landlord covenants that: (a) prior to the Lease Commencement Date, it will have fee title in the land of which the Project and Parking Garage will be substantially completed; and (b) upon performing all of its obligations hereunder, Tenant and general public 01673347-0 5 467 shall have access to the Parking Spaces and Access Areas for the Term (including any extension thereof) of this Lease, subject, nevertheless, to the terms and conditions of this Lease. Except as specifically required herein of the Tenant with regards to the Parking Spaces, Landlord shall operate, manage, equip, light, repair and maintain, in a reasonably clean and safe manner, the Parking Garage, Parking Spaces and Access Areas and all facilities and fixtures, including without limitation roof, walls, ramps, electrical installations, elevators, fire and related alarms, lighting, landscaping, and doors in working condition and repair necessary for their intended purposes in a manner comparable to other similar parking garages in Palm Beach County, Florida, the cost of which maintenance, repairs and replacements shall be included in the Operating Expenses. The foregoing shall also include the Landlord providing janitorial services, waste and recycling removal, and pest control services throughout the Parking Garage, which service costs shall be included in the Operating Expenses. If a repair is needed within the Parking Garage, Tenant shall notify the Landlord in writing of the need for the repair, which notice Landlord shall acknowledge within three (3) business days of receipt of same, and Landlord shall use good faith to complete such repair in a timely manner, and the cost of such repair shall be included in the Operating Expenses. Notwithstanding anything to the contrary herein, Tenant shall promptly repair any damage to the Parking Spaces or Parking Garage caused by the Tenant or Tenant's agents, employees, contractors, licensees or invitees, at Tenant's sole cost and expense. Landlord may, in its sole and absolute discretion, restrict the size, location, nature or use of the Access Areas as those Access Areas exist at the Lease Commencement Date. Landlord shall be responsible for paying all utilities at the Parking Garage as of the Lease Commencement Date including without limitation water, sewer, stormwater, gas, solid waste and electricity for the Parking Garage, to the extent such utilities serve the Parking Garage, with Tenant paying to Landlord Tenant's Percentage Share of the utilities as Additional Rent when due. Tenant shall be responsible for paying all utilities exclusively necessary or separately metered for the Parking Spaces and management of the same (e.g., Tenant shall be responsible to install and pay for any electrical charges for parking meters it installs, including the cost of all power requirements necessary to service the electric vehicle charging stations). Tenant agrees that it shall not install any equipment which will exceed or overload the capacity of any Landlord utility facilities and that if any equipment installed by Tenant shall require additional utility facilities, the same shall be installed at Tenant's expense in accordance with plans and specifications to be approved in writing by Landlord in its sole and absolute discretion. 10. Landlord's„Liabili,ty. All Tenant's personal property placed or moved in the Parking Garage shall be at the Tenant's risk or the owner's risk thereof. Landlord shall not be liable for any damage to Tenant's personal property, or any other person's personal property, including, but not limited to, lost or stolen items, occurring in, on or at the Parking Garage, including the Parking Spaces, or any part thereof, except to the extent caused by the Landlord's willful intent or grossly negligent acts or omissions. 11. Insurance. Tenant shall, at its cost, procure and maintain and keep in force at all times thereafter during the Term the following insurance with respect to the Parking Spaces: (a) Commercial General Liability Insurance with contractual liability coverage for the Parking Spaces a single limit of $1,000,000 per occurrence; (b) Workmen's Compensation and Employer's Liability Insurance in the amounts required by the laws of the State of Florida; (c) automobile liability insurance covering any owned, non-owned, leased, rented or borrowed vehicles of Tenant with limits no less than $1,000,000 combined single limit for property damage and bodily injury; and (d) such other insurance as Landlord or any mortgagee may reasonably require and which is permitted by law. Prior to the Lease Commencement Date, Tenant shall deliver to Landlord copies of the aforementioned policies. Landlord shall maintain for the Term of this Lease (and any extension thereof) such insurance as is reasonably necessary and consistent with the insurance coverage provided by the owners of similar parking garages in Palm Beach County, 01673347-4 6 468 Florida, to provide coverage for the Landlord' operation and management of the Parking Garage anif, obligations as stated herein. 12. Events of Default. Each of the following shall be an "Event of Defaulf'under this Lease: - . ....................... (a) Tenant fails to make any payment of Rent when due; (b) Tenant fails to cure Tenant's breach of any provision of this Lease, other than the obligation to pay Rent, within thirty (30) days after notice thereof to Tenant; (c) Tenant becomes bankrupt or insolvent or makes an assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings be taken by or against Tenant which is not otherwise dismissed within thirty (30) days of its filing; (d) Tenant transfers or assigns this Lease or subleases any of the Parking Spaces in violation of this Lease; (e) Tenant violates any of the Rules set forth in Section 22, as the same may be amended or modified from time to time, and thereafter fails to cure such violation within thirty (30) days after receipt Landlord's notice thereof; or (f) Tenant uses the Parking Spaces and/or the Parking Garage for any reason other than the Permitted Use (as defined in Section 14, below) and Tenant fails to cease such use within thirty (30) days receipt of Landlord's notice thereof. Notwithstanding anything to the contrary, in the event any Event of Default necessitates emergency action as reasonably determined by Landlord, then the foregoing 30 -day time period shall not apply and Landlord shall have the option (but not the obligation) to immediately cure such Event of Default. Each of the following shall be an "Event of Default" under this Lease: (a) Landlord fails to observe or perform any term, covenant, or condition of this Lease on the Landlord's part to be observed or performed, and the Landlord fails to remedy the same within thirty (30) days after notice from Tenant. If the Tenant's or Landlord's Event the Default is of such a nature that it cannot be reasonably cured within the foregoing thirty (30) day period, the defaulting party shall be entitled to a reasonable period of time under the circumstances in which to cure said default, provided that the defaulting party diligently commences such cure within the foregoing 30 -day period and thereafter diligently proceeds with the curing of the default. 13. Remedies. UDon an Event of Default by Tenant which is not timely cured within the timeframes set forth above, in addition to all remedies provided by law, Landlord may: (a) Landlord may, but shall have no obligation to, perform the obligations of Tenant, and if Landlord, in doing 4114gplinv fou*Y.* including reasonable attorneys' fees, the reasonable verifiable out-of-pocket sums so paid or obligations incurred shall be paid by Tenant to Landlord within thirty (30) days of rendition of a bill or statement to Tenant therefor together with reasonable supporting documentation). (b) Cure such Event of Default, and if Tenant, in doing so, makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys' fees, the reasonable verifiable out-of-pocket sums so paid or obligations incurred shall be paid by Landlord to Tenant within thirty (30) days of rendition of a bill or statement to Landlord therefor (together with reasonable supporting documentation). Notwithstandini anvthini to the contrary set forth above, all rialits and remegies of Lafdlord,?,xg _t1h KIWI Air, U1111MULIVIZ allu snall (57 in Manion To every oiner ngnt or remeay provided tor in this Lease or now or hereafter existing at law or in equity. 14. Permitted Use. (a) Tenant may use the Parking Spaces only for the parking of cars, motorcycles and other ordinary assenier vehicles jincluding -u-t trtjck�, v,?js 21,4 012o -t Ailiji j2ick MeTemneral PuD5411c, Dy I enant anu Dy Me CiTy or iroynTon Teacn, anct I enant may cnarge tile generalipublic 016733474 7 469 for said parking (the "Permitted'Use' ). The City of Boynton Beach's and Tenant's use of the Parking Spaces to store or deploy vehicles in and from the Parking Garage during hurricanes, weather events, and other emergencies shall be considered part of the Permitted Use. Tenant shall have the right to determine the time(s) and manner in which the Parking Spaces may be used. In no event shall Tenant cause or permit the City of Boynton Beach to park any vehicles owned or maintained by the City of Boynton Beach within the Parking Garage which are used in connection with the City of Boynton Beach's transportation or storage of any Hazardous Materials (as defined below). In no event shall Tenant use or promote the use of the Parking Spaces for any use or purpose other than the Permitted Use. Along with the use of the Parking Spaces, subject to the terms and conditions of this Lease and the reasonable rules and regulations promulgated by Landlord, Landlord hereby grants Tenant and its agents, employees, contractors, guests, tenants, licensees, invitees, and customers (collectively, the "Tenant Parties"). at no cost or expense to any of the foregoing parties, the non-exclusive right to utilize the Access Areas. Landlord acknowledges and agrees that the foregoing right of the Tenant and Tenant Parties to reasonably utilize the Access Areas shall remain in fall force and effect throughout the duration of the Tenn (as the same may be extended). Tenant represents and warrants to Landlord that throughout the duration of the Term of this Lease, Tenant shall: (i) use its commercially reasonable efforts and good faith to monitor and control the Parking Spaces to ensure that the Parking Spaces are being utilized solely for the Permitted Use; (ii) not interfere with or diminish the use of the Parking Garage by the Landlord or any Landlord Parties or others properly utilizing the Parking Garage; (iii) take commercially reasonable measures to prohibit littering, loitering, any unauthorized signage/postings, loud music, unauthorized sale of goods, unauthorized disposing of food or garbage, and unauthorized storage of any vehicle or personal property (other than may be approved by Landlord in writing) within the Parking Spaces or Access Areas; and (iv) adopt and implement enforcement measures in furtherance of the foregoing, consistent with the terms and conditions of this Lease; provided that, the Tenant shall not have and shall not be required to have any person on site to comply with the foregoing. For the purposes of this Section 14, "Hazardous Materials" shall mean any petroleum, petroleum products, petroleum -derived substances, radioactive materials, hazardous wastes, polychlorinated biphenyls, lead based paint, radon, urea formaldehyde, mold, asbestos or any materials containing asbestos, and any materials or substances regulated or defined as or included in the definition of "hazardous substances," "hazardous materials,.. "hazardous constituents," "toxic substances," "pollutants," "contaminants" or any similar denomination intended to classify or regulate substances by reason of toxicity, carcinogenicity, ignitability, corrosivity or reactivity under any applicable legal requirements relating to the injury to, or the pollution or protection of human health and safety or the "environment" (which to shall mean any surface or subsurface physical medium or natural resource, including, air, land, soil, surface waters, ground waters, stream and river sediments, and biota). For the avoidance of doubt, the parking of cars, motorcycles and other ordinary passenger vehicles that are not used to transport Hazardous Materials shall not be deemed a breach of this Section 14. (b) Anything in this Lease to the contrary notwithstanding, this Lease, including not limited to the obligations as to Parking Spaces being designated for use by the public, does not affe or impact the Parking Code requirements of the City of Boynton Beach. Without limiting the generality the foregoing statement, it is acknowledged, understood and agreed that Tenant will not object to t V c Landlord includ' th Parkini Siaces in the calculation of determinini the total number of jarkin . a] 15. Liens. The interest of Landlord in the Parking Spaces and the Parking Garage shall not be subject in any way to any liens for any work, materials, improvements or alterations to the extent such work, materials, improvements or alterations are furnished or made by or on behalf of Tenant. This exculpation ism e with express reference to Section 713. 10, Florida Statutes. If any lien is filed against the Parking Spaces or the Parking Garage for work, materials, improvements or alterations claimed to have been furnished to, or made by Tenant, Tenant shall cause such lien to be discharged of record or properly transferred to a bond under Section 713.24, Florida Statutes, within forty-five (45) days after notice to 01673347A 8 470 Tenant. The foregoing shall not apply to work, materials, improvements or alterations required to be furnished, made by, or on behalf of the Tenant by the Landlord under the terms of this Lease. 16. Subordination, Tenant agrees to reasonably negotiate and execute a subordination, no disturbance and attornment aereement with Landlord's first mortia. ie lender within fortv-five L45) days anL;re t f the Landlord's first mort a elendertoaltera rovisionh gues o WIM '111atftl*: uIWLitiTIIVt %0M3XIdJCU. FIFI P111pu SUN the term "material term" shall include all terms and provisions reasonably deemed material by the� Te— t' Attorney or Tenant's Board at the time such request for amendment is made. 17. Assigmuent/Sublet. Tenant shall not assign this Lease or license or sublet all or any portion of the Parking Spaces without the prior written consent of Landlord, which consent will not unreasonably be withheld. Notwithstanding the foregoing, subject to the terms and conditions of this Lease, Tenant shall have the right without Landlord's# i r passes to the general public for the use of the Parking Spaces for use consistent with the Permitted Use set forth in this Lease (each a "Par ' kingpas5"). Each Parking Pass and all rights of the parties thereunder shall be subject to and subordinate to this Lease. Upon request from Landlord, Tenant shall promptly provide a list of any and all holders of any Parking Pass and the effective period of such Parking Pass. Prior to substantial completion of Tenant, by Landlord to an entity that is managed by Landlord's key principals, Jeff Bums and Nicholas Roio. After substantial completion of the Parking - It Lt -t 4 this Lease to any third party without the consent of Tenant, provided that such assignment may only be an assignment or sublease of )Pe Tenant within thirty (30) days o same. Tenant may assign this Lease at any time to the City of Boynton I ME (a) By-Lppdlord. Landlord may modify, alter or change the Parking Garage in any manner or in any fashion as deemed advisable by Landlord, in its sole discretion; provided such modification, alterations or chanee does not materiallv and adversell imact the Tenant's access to and/or Beach Code of Ordinances (including its Land Development Regulations), (b) By ._I:oq . Tenant shall not make any improvements, modifications or alterations to the Parking S[pces or the Parking Garage that affect the Parking Garage structure, electrical, plumbing, utility or fire safety systems in the Parking Garage structure, whether temporary or [�ermanent, without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's sole and absolute discretion. Tenant, at its owm expense, may make nonstructural alterations or additions to the Parking Spaces with the consent of Landlord, which consent shall not be unreasonable withheld, conditioned or delayed. Notwithstanding the foregoing, subject to the express terms and 016733474 9 471 conditions set forth below, Tenant shall, at Tenant's sole cost and expense, install certain removable fixtures, such as parking meters, electronic vehicle charging stations, safety monitoring equipment, and signage within the Parking Spaces as deemed reasonably necessary or desirous for Tenant's operation of the Parking Spaces or other signage in the Access Areas in compliance with applicable law and approved "Permitted ,Alterations"). y Landlord m wasting, which approval shall not be unreasonably delayed (the Landlord may withhold its approval to any Permitted Alterations in the event that Landlord reasonably determines that the proposed Permitted Alteration: (i) may impede or otherwise impair Landlord's operation of the Parking Garage or diminish the value of the Parking Garage; (ii) may not be easily removed or may otherwise cause damage or defacement to the Parking Garage upon installation, operation, or removal; (iii) may measurably increase Landlord's liability or insurance premiums for the Parking Garage (unless Tenant agrees to pay such measurable increase); (iv) is otherwise inconsistent with the standards for other similarly situated or comparable parking garages in Palm Beach County, Florida; (v) includes a structural alteration; (vi) includes an exterior change outside the Parking Spaces and Access Areas or change to the exterior of the Parking Garage (except for exterior signage indicating public parking at the Parking Garage in compliance with applicable law and approved by Landlord in writing, which approval shall not be unreasonably withheld or delayed); or (vii) is not in compliance with applicable law. Landlord specifically agrees that the installation of parking meters at all Parking Spaces and 17 electric vehicle charging stations by Tenant shall be permitted, and Landlord shall design and construct the Parking Garage to provide the estimated electrical transformer capacity for same. Prior to Tenant's commencement of the installation of any Permitted Alterations, Tenant shall provide Landlord with: (i) plans, specifications, and proposed renderings of the Permitted Alterations; and (ii) Tenant's proposed contractor to be engaged in connection with the installation of the Permitted Alterations. Tenant's plans, specifications, renderings, and proposed contractor shall be subject to Landlord's prior review and approval consistent with the foregoing. All improvements, modifications or alterations by or on behalf of Tenant (including Permitted Alterations) shall be fully coordinated with Landlord and all such improvements, modifications or alterations shall be done in a good and workmanlike manner, lien free, and in accordance with applicable law. Tenant shall keep Landlord reasonably apprised of the status of installation. Any damage to any part of the Project that occurs as a result of any improvements, modifications or alterations by or on behalf of Tenant shall be promptly repaired by Tenant to the reasonable satisfaction of Landlord. In all events, prior to the commencement of the installation of any Permitted Alterations or other permitted improvements, modifications, or alterations by or on behalf of Tenant, Tenant's contractor shall provide Landlord with a copy of its insurance policy which shall meet the criteria set forth in Section 11, above, and which shall name Landlord and Landlord's mortgagee as additional insureds and shall be evidenced by endorsement. Tenant, at Tenant's option, shall have the right to remove any and all Permitted Alterations or other permitted alterations, modifications, or improvements made by or on behalf of Tenant and replace same with similar quality, purpose and functionality. Notwithstanding the foregoing, at the time that any Tenant's Event of Default exists (after the expiration of all applicable cure periods), Tenant shall not be permitted to remove any such Permitted Alterations or other permitted alterations, modifications or improvements unless Landlord requires removal thereof; however, at the time that any Landlord's Event of Default exists (after the expiration of all applicable cure periods), Tenant shall have the right to remove any such Permitted Alterations or other permitted alterations, modifications or improvements provided that (i) such right is exercised within forty-five (45) days after the expiration of the applicable cure period and (ii) Tenant repairs any damage caused by such removal and restores the Parking Spaces to the condition that existed prior to the installation of the Permitted Alterations, ordinary wear and tear excepted. In the event Tenant is entitled or required to remove such Permitted Alterations or other alterations, modifications or improvements, then prior to the expiration or earlier termination of the Term (or as may be extended), Tenant, at Tenant's sole cost and expense, shall remove, or cause to be removed, each of the Permitted Alterations or other alterations, improvements or modifications, and repair, or cause to be repaired, all damage resulting therefrom with reasonable wear and tear excepted. Tenant shall cause all Permitted Alterations, as applicable, to be separately metered at Tenant's sole cost and expense, and Tenant shall pay directly to the utility provider all amounts due and payable in connection with the use and installation of such Permitted Alterations, including, without limitation, usage fees, tap-in fees, and meter installation costs. All alterations 01673347-4 10 472 by Tenant must comply with Florida Building Code and the City of Boynton Beach Code of Ordinances (including its Land Development Re,ulations). r mg y WilP CI R:Cj 4I11U1C CA11111MI4111 111 UIU I UI III Mat LdIIUIUFU May surier oy reason oi any notaing over Dy. Tenant. 0. o 2 Trial. THE PARTIES HERETO WAIVE TRIAL BY JURY IN Waiv r f JM CONNECTION WITH PROCEEDINGS OR COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN CONNECTION WITH OR ARISING FROM THIS LEASE. 21. Broker. The parties each represent and warrant to the other that no real estate broker, salesman, finder or agent was involved in the procurement or negotiation of this Lease. 22. R.uleq,,,and, Rp,&qjaAqns. Tenant shall at all times abide by any rules and regulations ("Rules" for use of the Parking Ggr Tror U10".11 ad try F MIAM W 5 � w, interfere with thi Permi b Landlord's other tenants. Landlord resen-iii righ=A7r_*. the use of the Parking Garage, including the Parking Spaces, from time to time including any key -card, sticker or other identification or entrance system; provided that, such adoption, modification, and enforcement does not materially and adversely affect Tenant's and the general public's access to the Parking S aces and Access Areas materiall interfere with the Permitted Use of the Parkin S a sucNviolatiticut lj,?.1Fjjjjj_wfLV&?-*. 1*1 40., A' %dqx1,,2gr,%,Cqj1Sr 23. Casual and Condemnation. If. during the Term (as the same may be extended), the ty — ----- Parking Garage or any portion thereof, including, but not limited to, the Parking Spaces, shall bi--. condemned, taken by eminent domain, materially damaged or destroyed by fire or other casualty, then Tenant shall have the o)Ltion to terminate t�kis Lease a e o Me peno after the termination of e Lease shall be refunded upon a pro -rata basis based on the date of termination. •#.'.: eirlimn In the event Tenant does not exercise the foregoing tennination option, then Landlord shall forthwith commence to restore the Parking Garage, including the Parking Spaces, to working condition, and during such restoration period Rent shall be wholly abated; provided, however, Landlord shall only be obligated to restore the Parking Garage to the extent that Landlord actually receives insurance proceeds or condemnation awards sufficient to enable such restoration. Reiardless of whethir Lanjigi 01673347-4 11 473 occurrence of such casualty; and (ii) Tenant's access to and use of the Parking Spaces is materially and adversely impacted, then Tenant shall have the right to terminate this Lease upon thirty (30) days' notice to Landlord, in which case Landlord shall select one of the following options to compensate Tenant for the loss of public parking: (i) provide 150 spaces within Tenant's jurisdiction and within half of one mile of the Parking Garage; (ii) make payment to Tenant for the cost to Tenant of replacing 150 spaces for the remainder of the Term within Tenant's jurisdiction and within half of one mile of the Parking Garage less the amount of net revenue Tenant has collected from the Parking Spaces (including, without limitation, from parking meters, charging stations or event parking), (iii) with Tenant's consent, transfer ownership of the parcel of property upon which the Parking Garage is/was located to Tenant, or (iv) such other compensation as the parties may mutually agree. If any portion of the Parking Garage (including any fixtures, equipment and personal property therein) or any Parking Space is damaged or destroyed due to any act or omission of Tenant, Tenant shall be solely responsible for all costs and expenses of restoration, repair and replacement of any damaged or destroyed property, and shall pay such costs and expenses upon demand. 24. Binding Effect, This Lease is binding on the parties and their heirs, legal representatives, 1-1 successors and permitted assigns, subject to the limitations set forth herein. 25. Recitals. The Recitals at the beginning of this Lease are incorporated herein as true and correct statements and binding on the parties. 26. Recording. A memorandum of this Lease may be recorded in the public records of Palm Beach County, Florida. 27. Sales Tax.Ex9mv!io-n. Notwithstanding anything to the contrary set forth in this Lease, so long as Tenant obtains and provides a true, correct, and complete copy of a sales tax exemption certificate, issued by the Florida Department of Revenue to Landlord contemporaneously with Tenant's execution and delivery of this Lease, Tenant shall be exempted from paying sales tax under this Lease. Tenant shall, not later than thirty (30) days before the end of each calendar year throughout the Term provide to Landlord an updated sales tax exemption certificate from the Florida Department of Revenue to establish Tenant's exemption from sales tax for the upcoming year. In the event that, at any time during the Term, Tenant no longer holds a valid sales tax exemption certificate from the Florida Department of Revenue or it is determined by the Florida Department of Revenue that sales tax is otherwise due on the amounts payable by Tenant under this Lease for any reason whatsoever, then Tenant shall be liable for all sales taxes due under this Lease and shall promptly remit same to Landlord. Tenant may, upon written notice to Landlord, request that Landlord contest any such taxes, assessments and other charges that Tenant reasonably determines, in its good faith judgment, are not appropriate or applicable Landlord may elect, but shall not be obligated, to accept any request by Tenant to contest such taxes, assessments and/or other charges. In the event Landlord elects to accept Tenant's request, Tenant shall reimburse Landlord for all actual costs and expenses incurred by Landlord in connection with contesting such taxes, assessments and/or other charges on Tenant's behalf (including, without limitation, reasonable attorneys' fees) within thirty (30) days of Landlord's written demand therefor. Notwithstanding any pending tax or assessment contest, Tenant shall be obligated to pay, when and as due under this Lease, all taxes, assessments or other charges so contested. Tenant's obligation to pay any taxes, assessments and/or other charges under this Lease shall not be contingent upon the resolution of any such tax contest. Landlord shall provide the Tenant with a credit for all taxes, assessments and other charges which are awarded to Landlord in such tax contest to the extent applicable to Tenant's Percentage Share. 28. EntireA&w�ee ,and Severabili�y— This Lease contains the entire agreement between the . . . . . ........ parties hereto regarding the Parking Garage and all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed by Landlord and Tenant. This Lease shall be governed by and construed in accordance with the internal laws of the State of Florida. Venue for any action arising out 016733474 12 474 of, or in any way connected with this Lease shall be Palm Beach County, Florida. If any term or provision of this Lease or application thereof to any person or circumstance shall, to any extent, be found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. This Lease may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 29. Force gjeure. If by reason of Force Majeure, it is impossible for the Landlord or Tenant in whole or in part, despite commercially reasonable efforts, to carry out any of its obligations contained herein (except for the payment of monies or Rent), the Landlord or Tenant shall not be deemed in breach of its obligations during the continuance of such Force Majeure event. Such Force Majeure event does not affect any obligations of the Landlord or Tenant other than the timing of performance of such obligations. The term "Force Majeure" as used herein means any of the following events or conditions or any combination thereof. acts of God, acts of the public enemy, riot, insurrection, war, act of terrorism, pestilence, archaeological excavations required by law, unavailability of materials, epidemics (including, without limitation, cases of illness or condition, communicable or non -communicable, caused by bioterrorism, pandemic influenza, or novel and highly infectious viruses, agents or biological toxins), epidemics, pandemics (such as COVID-19 and variations thereof), disease, quarantine restrictions, freight embargoes, fire or other casualty, lightning, hurricanes, earthquakes, tornadoes, floods, abnormal and highly unusual inclement weather (as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Lease; or acts, or failure to act, of any governmental authority. 30. Radon. 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 Palm Beach County's public health unit. 31. Non -Discrimination. ,_ The parties agree that no person shall, on the grounds of race, color, sex, age, national origin, disability, religion, ancestry, marital status, sexual orientation, or gender identity or expression, be excluded from the benefits of, or be subjected to any form of discrimination under any activity carried out by the performance of this Lease. 32. Construction. Nop arty shall be considered the author of this Lease since the parties hereto have participated in extensive negotiations and drafting and redrafting of this document to arrive at a final agreement. Thus, the terms of this Lease shall not be strictly construed against one party as opposed to the other party based upon who drafted it. 33. Exhibits. Exhibits attached hereto and referenced herein shall be deemed to be incorporated into this Lease by reference. 34. Public Entity,,, Crimes.__ As provided in section 287.133, Florida Statutes, by entering into this Lease or performing any of its obligations and tasks in furtherance hereof, Landlord certifies that, to its knowledge, it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the date hereof. This notice is required by section 287.133 (3)(a), Florida Statutes. 01673347-1 13 475 TV Ge eral's authority includes, but is not limited to, the power to review past, present and proposed Tenant contracts, transactions, accounts and records, to require the production of records, and to audit, investigate, monitor, and inspect the activities of the Tenant and its agents in order to ensure compliance with Lease requirements and detect corruption and fraud. Failure to cooperate to the extent required by applicable law with the reasonable requests of the hispector General or intentionally interfering with or impeding any investigation may result in sanctions or penalties as set forth in the Palm Beach County Code. 1 36. Exclusion of Thir Paq ............ - _y — ----------- .............. d Be4efiqjaries. No provision of this Lease is intended too , r shall to this Lease, including but not limited to any citizens, residents or employees of the Landlord or Tenant. 37. Cobe executed in counterparts, each of which shall be deemed to be an original, and such counterparts will constitute one and the same instrument. 38. Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 39. Q "m fiaiLce. Each of the parties agrees to perform its responsibilities under this Lease in conformance with all applicable laws, regulations and administrative instructions that relate to the parties' gerformance of this Lease. Landlord shall at all times ha -,ie v � ........ .......... of Boynton Beach for the operation and leasing of the Parking Garage, Tenant warrants and covenants to Landlord that it shall not perform any act (or refrain from perfon-ning any act) within the Parking Garage that operation and leasing of the Parking Garage. In furtherance of the foregoing, Tenant agrees that it shall promptly cooperate, assist and act in good faith with Landlord in order to facilitate Landlord's obtaining and maintaining all required business licenses requested by Landlord for the operation of the Parking Garage and shall not take any action or inaction to prevent such licenses from being issued, rescinded or revoked. Subject to Tenant's foregoing covenants, Landlord is solely responsible for obtaining all applicable governmental approvals related to the operation of the Parking Garage; provided, however, Tenant shall be responsible to obtain all permits *f 0=--rf"m hi, --,'-%7 wiv" tf Permitted Alterations). 40. Joinder. By its Joinder hereto, the City hereby 'r. that upon the dissolution of the Boynton Beach Community Redevelopment Agency, the City shall autatically become the Tenant and shall have all rights and obligations asjy,�rovided in this Lease as if Ci1r, were the original Tenant in thi�� Lease, which all Parties hereby expressly acknowledge, submit to, and agree. [SIGNATURES ON FOLLOWING PAGE] 016733474 14 476 IN WITNESS WHEREOF, the parties have executed this Lease as of this 2022. LANDLORD: BB QOZ, LLC, a Florida lifted iHtftycompany Print Name: ._ Its: Manager WITNESSES: 2�Ll �11- t1� Print Name: TENANT: WTTNESSES: fit day of e.� Print Name:.%ice St „„ . THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY �4 Y Ty P: d Chair Witness: f i Print'NV Te ... _ .�! � ,.. ..... Approved fo egal ciency: B � �� /Z/— — — y , CRA Attorney 01673347-0 15 Approved for financial sufficiency- By: ufficiency By; financial Services Director 477 JOINDER PARTY THE CITY OF BOY N' "ON BEACH TON �.. Print : NSC .-P 20* Approved for legal sufficitcy: By City Attorney 01673347-4 259421A 259421v4 Approved for financial sufficiency: By: wlee ,r Financial Services Director 478 EXHIBIT A Property Description PROPERTY: 7 parcels further detailed below: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd, Boynton Beach, FL Parcel#: 08434528030010060 Lots 6 and 7, Block 1, ORIGINAL TOWN OF BOYNTON, according to the Plat thereof as recorded in the Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. Parcel 2: Physical Address: NE 41h St., Boynton Beach, FL Parcel #: 08434528030010080 Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast one-quarter of the Northeast one-quarter of Section 28, Township 45 South, Range 43 East, according to the Plat filed by Birdie S. Dewey and Fred S. Dewey, September 26, 1898, and recorded in the Public Records of Dade and Palm Beach County, Florida, Plat Book 1, Page 23. Parcel 3: Physical Address: NE 1' Ave., Boynton Beach, FL. Parcel #: 08434528030010100 Lots 10, 11 and West % of Lot 12, Block 1, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1, page 23, Public Records of Palm Beach County, Florida. Parcel 4: Physical Address: 115 N. Federal Hwy., Boynton Beach, FL Parcel #: 08434528030060010 Lots 1, 2, 3, 4, 5, 6 and 7, Block 6, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23 excepting therefrom the North 5' of Lots 5 and 7, and the West 5' of Lot 7, and existing right-of-way for U.S. Highway #1; together with buildings and improvements located thereon; and Parcel 5: Physical Address: 511 E. Ocean Ave., Boynton Beach, FL Parcel#: 08434528030060100 Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 6: Physical Address: 515 E. Ocean Ave., Boynton Beach, FL Parcel #: 08434528030060111 Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 7: Physical Address: 529 E. Ocean Ave., Boynton Beach, FL 01673347-4 259421v3 259421v4 479 Parcel #: 08434528030060120 Lot 12, Block 6, 0RIG INAL TOWN OF BOYNTON, according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 01673347-0 2594210 259421v4 480 EXHIBIT B Parking Garage Floor Plan 016733474 2594210 259421v4 481 ONINNV1d �b' 3 Jf71�311f IJ�JV VOIHO-IJ 'HOV30 NO1N1.08RI ltl 03tl001 803 U0311H06) ° xia vnapv' 1N3WdOl3A30 031VIlIddVS m N 9 l D � 30N31d 3H1 s1 "'IQuv vsh V V V V i . . .m / t!A i dllf q, 14'I �rr.� ll` Jd w ['91-1u ,fl,u P � 3 } Of 0 0 J LL w 482 p . . Ji ro d � 1 _ i ... _ _J_ --f ,1 6 / t!A i dllf q, 14'I �rr.� ll` Jd w ['91-1u ,fl,u P � 3 } Of 0 0 J LL w 482 1 RESOLUTION NO. R22-090 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING 3 AND AUTHORIZING THE MAYOR TO SIGN THE PARKING LEASE 4 AGREEMENT BETWEEN THE BOYNTON BEACH COMMUNITY 5 REDEVELOPMENT AGENCY AND BB QOZ, LLC (AFFILIATED DEVELOPMENT, 6 LLC) AS A JOINDER PARTY FOR ISO PUBLIC PARKING SPACES; AND 7 PROVIDING AN EFFECTIVE DATE. 8 9 WHEREAS, on June 7, 2022 the Boynton Beach Community Redevelopment Agency Board 10 approved the Purchase and Development Agreement, the Tax Increment Revenue Funding 11 Agreement (TIRFA), and the Parking Lease Agreement between the Boynton Beach Community 12 Redevelopment Agency and Affiliated Development, LLC for the 115 North Federal Highway infill 13 mixed use redevelopment project; and 14 WHEREAS, it is necessary for the City of Boynton Beach to approve and execute the 15 Parking Lease Agreement as a Joinder Party because in 2044 at the sunset of the Boynton Beach 16 Community Redevelopment Agency, the City of Boynton Beach will automatically assume the 17 lease agreement; and 18 WHEREAS, the Parking Lease Agreement will provide for one hundred and fifty (150) 19 additional public parking spaces in the downtown/TOD area; and 20 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 21 recommendation of staff, deems it to be in the best interests of the City residents to approve and 22 authorize the Mayor to sign the Parking Lease Agreement between the Boynton Beach 23 Community Redevelopment Agency and BB QOZ, LLC (Affiliated Development, LLC) as a joinder 24 party for 150 public parking spaces. 25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 26 BOYNTON BEACH, FLORIDA, THAT: 27 Section 1. Each Whereas clause set forth above is true and correct and incorporated 28 herein by this reference. S.-WAMPS01AgreementAP-king Lease Agreement (Joinder Party With Affiliated) - Reso.Doex 483 29 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby 30 Approve and authorize the Mayor to sign the Parking Lease Agreement between the Boynton 31 Beach Community Redevelopment Agency and BB QOZ, LLC (Affiliated Development, LLC) as a 32 joinder party for 150 public parking spaces. A copy of the Parking Lease Agreement is attached 33 hereto as Exhibit "A". 34 Section 3. That this Resolution shall become effective immediately upon passage. t, day 2022. 35 PASSED AND ADOPTED this of ...,,,_...��..,° .,.._w 36 CITY OF BOYNTON BEACH, FLORIDA 37 YES NO 38„ 39 Mayor — Ty Penserga 41 Vice Mayor — Angela Cruz 42::::, wrt 43 Commissioner — Woodrow L Ha 44 45 Commissioner — Thomas Turkin 46 47 Commissioner —Aimee Kelley 48 49 VOTE 50 r ATTFSi`' °y 5152 � 53 Ma le D sus, MMC 54 City C'erk��' 55 m 56 t 57 0. V� 00 58 (Corporate Seal) *0,00 840 Fnil .Cf S:1CMRE50\AgrecmentsTar1ling lease Agreement (Joinder Party With Affiliated) - Reso.Docx 484 PARKING LEASE AGREEMENT IIS PARKING LEASE AGREEMENT (this "Lease"), is made and entered into this day of 2022, by and between BB QOZ, LLC, a Florida limited liability company, ("Landlor '), and The Boynton Beach Community Redevelopment Agency (BBCRA), a public agency created pursuant to Chapter 163, Part III of the Florida Statutes ("Tenant"}. WITNESSETH: WHEREAS, the Landlord has a contract to purchase property generally located at: (i) 508 E. Boynton Beach Boulevard, Boynton Beach, Florida 33435; (ii) NE 4' Street, Boynton Beach, Florida 33435; (iii) NE 1" Avenue, Boynton Beach, Florida 33435; (iv) 115 N. Federal Highway, Boynton Beach, Florida 33435; (v) 511 E. Ocean Avenue, Boynton Beach, Florida 33435; (vi) 515 E. Ocean Avenue, Boynton Beach, Florida 33435; and (vii) 529 E. Ocean Avenue, Boynton Beach, Florida 33435, all of which are located within the corporate limits of the City of Boynton Beach, as more particularly described by the legal description attached hereto as Exhibit A, (collectively the "Pro "); and WHEREAS, the Landlord intends to construct a mixed-use, transit -oriented development containing a mixed -income workforce housing rental apartment building with a minimum of 236 rental units available to various affordability ranges, a minimum of 16,800 square feet of commercial space (e.g. restaurant, retail, and office), and 150 designated public parking spaces in the Parking Garage (hereinafter defined) (the "Project'); and WHEREAS, Tenant has provided property valued at approximately $5.51 million in exchange for the dedicated parking; and WHEREAS, the Landlord and the Tenant have entered into a Tax Increment Revenue Funding Agreement and Purchase and Development Agreement (other Agreements) wherein the Tenant is providing certain economic development incentives to develop the Project; and WHEREAS, the Tenant recognizes the positive impact that the Project will bring to the City of Boynton Beach including the provision of additional parking facilities; and WHEREAS, the Landlord and Tenant desire to enter this Lease to provide 150 parking spaces located in the Parking Garage, in addition to the parking spaces Landlord reasonably calculates Landlord will require for the commercial and residential portions for the Project, for the use by the general public for enhancement of the downtown in furtherance of Tenant's 2016 Community Redevelopment Plan, as set forth below; and WHEREAS, this Lease does not impact or affect City of Boynton Beach Parking Code requirements; however Tenant will not object to Landlord including the Parking Spaces in the calculation of determining the total number of parking spaces required for compliance of the residential and commercial uses of the Project with the minimum code requirements of the City of Boynton Beach; and WHEREAS, the Tenant, as the BBCRA, has determined and hereby finds that this Lease promotes economic development in the CRA Area and, as such, is in the best interests of the BBCRA and furthers the 2016 Boynton Beach Community Redevelopment Plan. NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, the sufficiency of which is acknowledged by both parties, the Landlord and Tenant covenant and agree as follows: 01673347-4 259421v9 485 I !I �lill �## -11 1111111 i 2. Use. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the following described parking spaces (the "Parking $pgqgs") to be utilized exclusively by Tenant for the Permitted Use (as defined in Section 14 below): MH a ma 0 a parL nereoi. I ne locaTion oi Me f arKing i!�PaCeS May 1101 De cnangect by Lantorl without the prior written consent of the Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant take into consideration whether such location change will negatively impact public access and the number of times the location has been changed. Iti-F-WO) ORW [WO 1101 RROWON oil 110 OV, 101T UP usetheParkin Sj2aces 24 hours a daX, 7 da%s aweek, every day of the vezr (t., ".1 IMMINIM-10", W_Wa=��N= tscus vi L11c; rdlffflvy�& umpt'l, I CM�214111 IdA.MILICS k1l d11J CAIM) *1 L11C rWfUllg kiarage, as wen as me common areas located only on the floors of the Parking Garage where the Parking Spaces are located, for their intended purposes consistent with the Permitted Use so long as such use shall not unreasonably interfere with the use of such areas by Landlord or other users of the Parking Garage. The use by Tenant and the Garage. Tenant or its agents shall have the right to immediately remove, or cause to be removed, any unauthorized car or vehicle parked in the Parking Spaces without any liability and without any advance notice to Landlord. IT Landlord later determines that Landlord's (or other Project tenants) intended use of the parking garage requires additional spaces, Landlord may request to allocate some of the Parking Spaces towards such intended use. Tenant has sole and absolute discretion as to whether to approve or deny such request, in whole or in part, and may place conditions on such use. It is anticipated that in the event Tenant approves _it, Tinant a tj j. led i _e_vl wil M -f, ffi- Aff I -IF � MWO I I V 1 W I rAW11*A 0 'Mar 3. Term,; Construction of P - De- finitions. grkinjapIMA — (a) The term of this Lease (the "Term') shall be twenty-five (25) years, with three (3) automatic 25 -year extensions unless earlier terminated by Tenant pursuant to written notice to Landlord at least 4 weeks prior to termination. The Term shall commence on the date that Landlord and Tenant mutually agree in writing that Tenant (and the public) may begin occupying the Parking Spaces, which date shall not occur before construction of the Parking Garage has been substantially completed (as defined below) and the public may begin accessing the Parking Spaces (the "Lease Commencement Date"). 1K."IsnatIONILW1111, - see 4EWAVIrmlUji MWIN 1 0 1 #1 01673347A 2 Ui i plans shall be based upon the Parking Garage Floor Plan attached hereto as Exhibit B. In the event of any conflict between this Lease (including Exhibit B and the permitted set of plans, the permitted set of plans shall govern and control. Landlord shall provide notice to Tenant of any significant changes to the Parking Garage Floor Plan from what is depicted in Exhibit B. (c) The term "substantially completed" shall mean and refer to the date a temporary certificate of occupancy or certificate of occupancy (or its equivalent) has been issued by the appropriate governing authority for the Parking Garage. (d) The "Effective Date" of this Lease is the date after it has been fully executed by Landlord and Tenant. 4. Base Rent. The property provided by Tenant valued at approximately $5,510,000, together with Tenant's compliance with the terms and conditions of this Lease, shall constitute sufficient consideration for Tenant's use of the Parking Spaces during the term of this Lease. Consequently, for the purposes of this Lease, the term "Base Rent" shall be understood to be rent in the amount of $0.00, but the $0.00 amount of rent shall not affect the validity of this Lease. 5. Additional, Rent. Unless otherwise expressly provided, all monetary obligations of Tenant to Landlord under this Lease, of any type or nature, other than Base Rent, shall be denominated as additional rent and include applicable sales tax (unless exempt) ("Additional, Rent"). In addition to Base Rent, as set forth in Section 4 above, Tenant shall be obligated to pay, as Additional Rent, Tenant's Percentage Share (as defined in Section 6, below) of Operating Expenses (as hereinafter defined), plus applicable sales tax (unless exempt), to be a set rate established once per year, which shall be subject to reconciliation as set forth in Section 6 hereof. For the first (l't) year of the Term, the amount of Operating Expenses paid by Tenant shall not exceed fifty dollars ($50.00) per space per month (the "Operating Expense Cap"). The Operating Expense Cap shall increase by the increase in the Consumer Price Index for All Urban Consumers published by the U. S. Bureau of Labor Statistics annually, and the Operating Expense Cap shall terminate and be of no further force and effect at the expiration of the twentieth (20ts) year of the Term. Any increase in rent will become effective October 1, provided however that in order for such increase to be effective, Landlord will provide Tenant notice of the increased rental rate no later than April 1 of that year. In no instance may the Landlord increase the Rent more than one per year. For the purposes of this Lease, "Operating Expenses" shall mean all reasonable actual costs and expenses solely and directly attributed to and incurred by Landlord in owning, maintaining, insuring, and repairing the Parking Garage, including, without limitation, all common areas thereof after the Lease Commencement Date, which costs and expenses shall include, but shall be limited to, security, parking systems, cleaning, trash collection and disposal, utilities, maintenance and repairs of all elements of the Parking Garage, pest control, fire safety systems, all insurance costs incurred by Landlord with respect to insurance policies maintained by Landlord with respect to the Parking Garage, industry standard management fees, license fees, maintenance, repair and operational supplies, the costs of fabricating, installing and maintaining signage, landscaping, administrative and industry standard professional costs, permitted capital expenditures, industry standard repair and replacement reserves in connection with any of the foregoing items and ad valorem and non -ad valorem real estate taxes, assessments and fees attributable to or otherwise applicable to the Parking Garage. Operating Expenses do not include salary, benefits, or bonuses of Landlord's employees or officers; or other expenses not directly related to the operation of the Parking Garage. In the event any surcharge or regulatory fee is at any time imposed by any governmental authority for parking spaces within the Parking Garage, Tenant shall pay Tenant's Percentage Share (as defined below) of such surcharge or regulatory fee to Landlord as Additional Rent, payable as set forth in this Section 5. Notwithstanding the foregoing, Tenant shall pay one hundred percent (100%) of the costs and expenses solely and directly related to the Parking Spaces only (as opposed to costs and expenses that relate to the Parking Garage generally, which are billed as Operating Expenses), including, but not limited to, parking meters or parking systems (such as pay 016733474 3 487 stations or pay -by -phone stations), electrical vehicle charging stations, signage and safety monitoring specific to the Parking Spaces. 6. Payrlent_of Additional_ RentTenant's Percentage Share. Additional Rent (together with applicable sales tax unless exempt) shall be due and payable Payment shall be made on a monthly basis on or before the first (1") day of each calendar month throughout the duration of the Term, without notice, demand, setoff or deduction and made payable to Landlord at the address provided in Section 7, which may change from time to time. If any payment due from Tenant shall remain overdue thirty (30) days after the due date, the payment due plus administrative charges shall bear interest at the rate of ten percent (10%) per annum. If any check given to Landlord for any payment is dishonored for any reason whatsoever attributable to Tenant, in addition to all other remedies available to Landlord, upon demand, Tenant will reimburse Landlord for all insufficient funds, bank, or returned check fees. The term "Rent" when used in this Lease shall include Base Rent and all forms of Additional Rent. For the purposes of this Lease, Tenant's Percentage Share shall be deemed to be a fraction, the numerator of which is the number of Parking Spaces (150 parking spaces), and the denominator of which shall be the total number of parking spaces within the Parking Garage (estimated to be 545 parking spaces) Landlord estimates that Tenant's Percentage Share will be approximately 27.52%, as may be adjusted based on the total number of parking spaces within the Parking Garage pursuant to the building permit for the Parking Garage. The parties agree that the estimated number of parking spaces and estimated percentage described in the previous sentence are not binding are intended only to provide an example of how Tenant's Percentage Share shall be calculated. After each year of the Term, Landlord shall provide Tenant with a reasonably detailed statement of the actual Operating Expenses for the prior year and Tenant's actual Percentage Share. An adjustment shall be made between Landlord and Tenant with payment to or repayment by Landlord, as the case may require, to the end that the Landlord shall receive the entire amount actually owed by Tenant for Tenant's Percentage Share of the Operating Expenses for the prior year up to the amount of the Operating Expense Cap, but shall not exceed the amount of the Operating Expense Cap. Tenant shall receive a credit for any overpayments for the year on the next payment of the Additional Rent. Any payment adjustment owed by Tenant to Landlord will be due with the next payment of the Additional Rent. Tenant waives and releases any and all objections or claims relating to the actual Operating Expenses for any calendar year unless, within sixty (60) days after Landlord provides Tenant with the notice of the actual Operating Expenses, Tenant provides Landlord notice that it disputes the actual Operating Expenses. If Tenant disputes the actual Operating Expenses, Tenant shall continue to pay the Additional Rent in question to Landlord in the amount provided in the Operating Expenses (if a reoccurring expense) pending resolution of the dispute. Such dispute shall be resolved by hiring an independent auditor, whose fees shall not be on a contingency basis and whose fees shall be paid by Tenant, unless the audit discloses that Landlord's Operating Expense calculation was incorrect by more than seven percent (7%), in which case Landlord shall pay the cost of the independent auditor. 7. Notice. Any notice under the terms of this Lease shall be in writing and shall be deemed to be duly given only if delivered personally or mailed by registered mail in a postage -paid envelope or via express courier or other nationally recognized overnight delivery service and sent to the address(es) as set forth below: If to Landlord: BB QOZ, LLC c/o Affiliated Development 613 NW 3rd Ave., #104 Ft. Lauderdale, Florida 33311 Attention: Jeffrey Burns 01673347A 4 488 With a copy to: Kapp Morrison LLP 7900 Glades Rd., Suite 550 Boca Raton, Florida 33435 Attention: Lance Aker If to Tenant: Boynton Beach Community Redevelopment Agency Attn: CRA Director 100 East Ocean Avenue 4th Floor Boynton Beach, Florida 33435 With a copy to: City of Boynton Beach, Florida Attn: City Manager 100 East Ocean Avenue Boynton Beach, Florida 33435 The address of either parry may be changed upon giving at least fifteen (15) days' advance written notice of that change to the other party. 8. LandlordRights. Landlord shall have the right to block off any or all of the Parking Garage, including the Parking Spaces, for purposes of repair or maintenance of the Parking Spaces. At no time will Landlord block of any Parking Spaces for more than ten (10) days without the prior written consent of Tenant, except as reasonably required to complete repair or maintenance of the Parking Spaces. Except in emergency circumstances, Landlord shall provide Tenant with not less than three (3) days' advance notice of the foregoing if Tenant's or the general public's access to the Parking Spaces will be prevented. Landlord shall have the unrestricted and exclusive right to utilize all parking spaces located within the Parking Garage other than the Parking Spaces {"Landlord's _Parking, Areas"}. Tenant shall have no right to park within or utilize any portion of Landlord's Parking Areas. Landlord or its agents shall have the right to immediately remove, or cause to be removed, any car or vehicle of Tenant that may be parked in Landlord's Parking Areas, without any liability and without any advance notice to Tenant. Notwithstanding anything to the contrary set forth herein, Tenant hereby acknowledges and agrees that Landlord and its agents, employees, contractors, tenants, and licensees (collectively, the "Landlord Parties"), shall retain and have the unrestricted right to reasonably utilize those portions of the Parking Garage located around, adjacent to and surrounding the Parking Spaces, including without limitation, drive isles, ramping, pedestrian and handicap accessibility areas, back of house areas, stairwells, elevators and all other areas outside of the individual parking stalls for the Parking Spaces (collectively, the "Access Areas") for the purpose of vehicular and pedestrian ingress and egress to and from Landlord's Parking Areas so long as such use does not prevent access to the Parking Spaces. The Access Areas shall not include any area of the Parking Spaces. Tenant acknowledges and agrees that the foregoing right of the Landlord and Landlord Parties to reasonably utilize the Access Areas shall be irrevocable and remain in full force and effect throughout the duration of the Term (as the same may be extended) and Tenant shall have no right to claim constructive eviction by virtue of the Landlord's reasonable utilization of the Access Areas, notwithstanding the fact that such Access Areas may be located in close proximity to the Parking Spaces. Except as provided herein, Landlord shall include a provision in its residential leases prohibiting such tenants from parking within the Parking Spaces or otherwise use the Parking Spaces unless payment of the parking fees are made at the same rate as the general public utilizing the Tenant's Parking Spaces. 9. Landlord, Covenants,,,,,andOb,li�gations. Landlord covenants that: (a) prior to the Lease Commencement Date, it will have fee title in the land of which the Project and Parking Garage will be substantially completed; and (b) upon performing all of its obligations hereunder, Tenant and general public 01673347A 5 489 Tf7=TT—M access N ine 1' 1 ig 57ES aria Access A =M, f5=1 1-67rT7MT_7_MTMy extension M=1167 this Lease, subject, nevertheless, to the terms and conditions of this Lease. Except as specifically required herein of the Tenant with regards to the Parking Spaces, Landlord shall operate managv_eqAjip,_1_igh epair and maintain, in a reasonably clean and safe manner. the Parkin Gara e - Parking-Spoaces and Access Areas and all facilities and fixtures. indudiag without limitation roof. walls, ramps, electrical installations, elevators, fire and related alarms, lighting, landscaping, and doors in parking garages in Palm Beach County, Florida, the cost of which maintenance, repairs and replacements shall be included in the Operating Expenses. The foregoing shall also include the Landlord providing janitorial services, waste and recycling removal, and pest control services throughout the Parking Garage, which service costs shall be included in the 0(cerating Exfrenses, If a re air is needed within the Parking Garage, Tenant shall notify the Landlord in writing of the need for the repair, which notice Landlord shall acknowledge within three (3) business days of receipt of same, and Landlordshall use good faith to complete such repair in a timely manner, and the cost of such repair shall ode in the Operating F"tI Tex"-A-s3uall yrI*ooqtl:y uke- Parking Spaces or Parking Garage caused by the Tenant or Tenant's agents, employees, contractors, licensees or invitees, at Tenant's sole cost and expense. Landlord may, in its sole and absolute discretion, restrict the size, location, nature or use of the Access Areas as those Access Areas exist at the Lease Commencement Date. Landlord shall be responsible for paying all utilities at the Parking Garage as of the Lease Commencement Date includin without limitation water.- sewer-. stormwatergas, solid waste and electrici Tenant's Percentage Share of the utilities as Additional Rent when due. Tenant shall be responsible for approved in writing by Landlord in its sole and absolute discretion. 10.LAP.dlord's ability . All Tenant's personal proor perty placed over in the Parking Garage - _Lj - shall be at the Tenant's risk or the owner's risk thereof. Landlord shall not be liable for any damage to Tenant's personal property, or any other person's personal property, including, but not limited to, lost or stolen items, occurring in, on or at the Parking Garage, including the Parking Spaces, or any part thereof, except to the extent caused by the Landlord's willful intent or grossly negligent acts or omissions. 11. Insurance. Tenant shall, at its cost, procure and maintain and keep in force at all times thereafter during the Tenn the following insurance with respect to the Parking Spaces: (a) Commercial General Liability Insurance with contractual liability coverage for the Parking Spaces a single limit of $1,000,000 per occurrence; (b) Workmen's Compensation and Employer's Liability Insurance in the w.r_r*)wjW ramy.ir4i Vq4w4m%-tf non -owned, ]eased, rented or borrowed vehicles of Tenant with limits no less than $1,000,000 combined single limit for property damage and bodily injury; and (d) such other insurance as Landlord or any morteaeee mav reasonablv reouire and which is nermitted bv law. Prior to the Lease Commencement Date 01673347A 6 490 Florida, to provide coverage for the Landlord' operation and management of the Parking Garage and obligations as stated herein. 12. Events „of.Default. Each of the following shall be an "Event of Default" under this Lease: (a) Tenant fails to make any payment of Rent when due; (b) Tenant fails to cure Tenant's breach of any provision of this Lease, other than the obligation to pay Rent, within thirty (30) days after notice thereof to Tenant; (c) Tenant becomes bankrupt or insolvent or makes an assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings be taken by or against Tenant which is not otherwise dismissed within thirty (30) days of its filing; (d) Tenant transfers or assigns this Lease or subleases any of the Parking Spaces in violation of this Lease; (e) Tenant violates any of the Rules set forth in Section 22, as the same may be amended or modified from time to time, and thereafter fails to cure such violation within thirty (30) days after receipt Landlord's notice thereof; or (f) Tenant uses the Parking Spaces and/or the Parking Garage for any reason other than the Permitted Use (as defined in Section 14, below) and Tenant fails to cease such use within thirty (30) days receipt of Landlord's notice thereof. Notwithstanding anything to the contrary, in the event any Event of Default necessitates emergency action as reasonably determined by Landlord, then the foregoing 30 -day time period shall not apply and Landlord shall have the option (but not the obligation) to immediately cure such Event of Default. Each of the following se an "Event of Demma t" under this Lease: (a) Landlord fails to observe or perform any term, covenant, or condition of this Lease on the Landlord's part to be observed or performed, and the Landlord fails to remedy the same within thirty (30) days after notice from Tenant. If the Tenant's or Landlord's Event the Default is of such a nature that it cannot be reasonably cured within the foregoing thirty (30) day period, the defaulting party shall be entitled to a reasonable period of time under the circumstances in which to cure said default, provided that the defaulting party diligently commences such cure within the foregoing 30 -day period and thereafter diligently proceeds with the curing of the default. 13. Remedies. Upon an Event of Default by Tenant which is not timely cured within the timeframes set forth above, in addition to all remedies provided by law, Landlord may: (a) Landlord may, but shall have no obligation to, perform the obligations of Tenant, and if Landlord, in doing so, makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys' fees, the reasonable verifiable out-of-pocket sums so paid or obligations incurred shall be paid by Tenant to Landlord within thirty (30) days of rendition of a bill or statement to Tenant therefor together with reasonable supporting documentation). (b) Cure such Event of Default, and if Tenant, in doing so, makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys' fees, the reasonable verifiable out-of-pocket sums so paid or obligations incurred shall be paid by Landlord to Tenant within thirty (30) days of rendition of a bill or statement to Landlord therefor (together with reasonable supporting documentation). Notwithstanding anything to the contrary set forth above, all rights and remedies of Landlord and Tenant under this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity. 14. Permitted Use. (a) Tenant may use the Parking Spaces only for the parking of cars, motorcycles and other ordinary passenger vehicles (including pick-up trucks, vans and sport utility vehicles) by members of the general public, by Tenant and by the City of Boynton Beach, and Tenant may charge the general public 016733474 I 491 ime s an manner in w c e ar IT paces may e use no even s a en cause or remain in full force and effect throughout the duration of the Term (as the same may be extended). Ten represents and warrants to Landlord that throughout the duration of the Term of this Lease, Tenant sh (i) use its commercially reasonable efforts and good faith to monitor and control the Parking Spaces ensure that the Parking Spaces are being utilized solely for the Permitted Use; (ii) not interfere with 11TOR - ONNAm- ORMINN - -1 = M. N I I=_ M14111. garbage, and unauthorized storage of any vehicle or personal property (other than may be approved P9,r1_4x&.S7,-_v_v_-s*r kc�ce_ss Affems; measures in furtherance of the foregping, consistent with the terms and conditions of this Lease; ucrovid that, the Tenant shall not have and shall not be required to have any person on site to comply with t foregoing. For the purposes of this Section 14, "Hazardous Materials" shall mean any petroleum, petroleul [products, petroleum -derived substances, radioactive materials, hazardous wastes, polychlorinat and any materials or substances regulated or defined as or included in the definition of "hazardo substances," "hazardous materials," "hazardous constituents," "toxic substances," "pollutants �Icontaminants" or any similar denomination intended to classify or regulate substances by reason toxicity, carcinogenicity, ignitability, corrosivity or reactivity under any applicable legal requiremen- relating to the injury to, or the pollution or protection of human health and safety or the "environmen (which term shall mean anv surface or subsurface Dhvsical medium or natural resource . n includin . air. Ian OM Wi Udlh, W&#T14U3WCS U114- VVLXV1 V1&JCU1J 7,MSCIlgell TCJ I Ueh I HUL UI -C IDOIL JISC11MV LransplTrL Materials shall not be deemed a breach of this Section 14. (b) Anything in this Lease to the contrary notwithstanding, this Lease, including not limited to the obligations as to Parking Spaces being designated for use by the public, does not affe or impact the Parking Code requirements of the City of Boynton Beach. Without limiting the generality the foregoing statement, it is acknowledged, understood and agreed that Tenant will not object to 1141 01673347-4 8 492 Tenant. The foregoing shall not apply to work, materials, improvements or alterations required to be furnished, made by, or on behalf of the Tenant by the Landlord under the terms of this Lease. 16. Subordination. Tenant agrees to reasonably negotiate and execute a subordination, non- disturbance and attornment agreement with Landlord's first mortgage lender within forty-five (45) days of Landlord's written request of the same. Prior to the Lease Commencement Date, the Tenant agrees to review any request of the Landlord's first mortgage lender to alter a provision herein and, the Tenant's Executive Director, shall administratively amend this Agreement (without requirement of Tenant's Board's further approval) as may be reasonably required by such lender, provided that such amendment does not pertain to or impact any material term of this Lease and is for the purpose of complying with the lender requirements in order to effectuate a financial closing. If any required amendment by the lender would have a material effect on the terms and conditions set forth in this Lease, then such amendment shall require Tenant's Board's approval, not to be unreasonably withheld, conditioned or delayed. For purposes of this paragraph, the term "material term" shall include all terms and provisions reasonably deemed material by the Tenant's Attorney or Tenant's Board at the time such request for amendment is made. 17. Assignment/Sublet. Tenant shall not assign this Lease or license or sublet all or any portion of the Parking Spaces without the prior written consent of Landlord, which consent will not unreasonably be withheld. Notwithstanding the foregoing, subject to the terms and conditions of this Lease, Tenant shall have the right, without Landlord's prior written consent, to sell individual daily, weekly, or monthly parking passes to the general public for the use of the Parking Spaces for use consistent with the Permitted Use set forth in this Lease (each a "ParkiA& Pass"). Each Parking Pass and all rights of the parties thereunder shall be subject to and subordinate to this Lease. Upon request from Landlord, Tenant shall promptly provide a list of any and all holders of any Parking Pass and the effective period of such Parking Pass. Prior to substantial completion of the Parking Garage, this Lease may be assigned, without the prior written consent of Tenant, by Landlord to an entity that is managed by Landlord's key principals, Jeff Burns and Nicholas Rojo. After substantial completion of the Parking Garage, Landlord shall have the right to assign or sublease this Lease to any third party without the consent of Tenant, provided that such assignment may only be an assignment or sublease of the whole Lease, and notice of such assignment or sublease shall be provided to Tenant within thirty (30) days o same. Tenant may assign this Lease at any time to the City of Boynton Beach without Landlord's prior written consent; provided, however, that Tenant and the City of Boynton Beach shall provide notice of any such assignment. Landlord expressly pen -nits Tenant, at Tenant's sole cost and expense, to engage another entity to manage the Tenant's parking operations (including metering, electric vehicle charging, and other management related to improvements to Parking Spaces). 18. Alterations. (a) B-LLa_ndlord. Landlord may modify, alter or change the Parking Garage in any manner or in any fashion as deemed advisable by Landlord, in its sole discretion; provided such modification, alterations or change does not materially and adversely impact the Tenant's access to and/or use of the Parking Spaces or non-exclusive use of the Access Areas. Landlord may place parking identification signs or such other signage as deemed advisable by Landlord, in its sole discretion. All alterations by Landlord must comply with applicable law, Florida Building Code and the City of Boynton Beach Code of Ordinances (including its Land Development Regulations). (b) By Tenant. Tenant shall not make any improvements, modifications or alterations to the Parking Spaces or the Parking Garage that affect the Parking Garage structure, or the mechanical, electrical, plumbing, utility or fire safety systems in the Parking Garage structure, whether temporary or permanent, without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's sole and absolute discretion. Tenant, at its own expense, may make nonstructural alterations or additions to the Parking Spaces with the consent of Landlord, which consent shall not be unreasonable withheld, conditioned or delayed. Notwithstanding the foregoing, subject to the express terms and 01673347A 9 493 conditions set forth below, Tenant shall, at Tenant's sole cost and expense, install certain removab fixtures, such as parking meters, electronic vehicle charging stations, safety monitoring equipment, a signage within the Parking Spaces as deemed reasonably necessary or desirous for Tenant's op;eration the Pbxkina Sm?.ces or other siiutzge iTt-*.e .4,ccess ,4,re,?.s i.,it covirilig.-rce iyit� anDlicable lawaad determines that the proposed Permitted Alteration: (i)may impede or otherwise impair Landlord or may otherwise cause damage or defacement to the Parking Garage upon installation, operation, removal: W mi measurablv increase Landlord's liabili or insurance prermu s for the Parking Gara vim -pro, for other similarly situated or comparable parking garages in Palm Beach County, Florida; (v) includes structural alteration; (vi) includes an exterior change outside the Parking Spaces and Access Areas change to the exterior of the Parking Garage (except for exterior signage indicating public parking at t Parking Garage in compliance with applicable law and approved by Landlord in writing, which appro shall not be unreasonably withheld or delayed); or (vii) is not in compliance with applicable law. Landlo specifically agrees that the installation of parking meters at all Parking Spaces and 17 electric vehic to provide the estimated electrical transformer capacity for same. Prior to Tenant's commencement of t izAt%vh�gt2t 141 proposed renderings of the Permitted Alterations; and (ii) Tenant's proposed contractor to be engaged connection with the installation of the Permitted Alterations. Tenant's plans, specifications, rendering and proposed contractor shall be subject to Landlord's prior review and approval consistent with t foregoing. All improvements, modifications or alterations by or on behalf of Tenant (including Permitt Alterations) shall be fully coordinated with Landlord and all such improvements, modifications alterations shall be done in a good and workmanlike manner, lien free, and in accordance with applicab law. Tenant shall keep Landlord reasonably apprised of the status of installation. Any damage to any p of the Project that occurs as a result of any improvements, modifications or alterations by or on behalf Tenant shall be nom%tl re-caired bgi -Tenant to the reasonable satisfaction of Landlord, In to the commencement of the installation of any Permitted Alterations or other permitted improvement modifications, or alterations by or on behalf of Tenant, Tenant's contractor shall provide Landlord with copy of its insurance policy which shall meet the criteria set forth in Section 11, above, and which sh name Landlord and Landlord's mortgagee as additional insureds and shall. be evidenced by endorseme Tenant, at Tenant's option, shall have the right to remove any and all Permitted Alterations or oth permitted alterations, modifications, or improvements made by or on behalf of Tenant and replace s with similar quality, purpose and functionality. Notwithstanding the foregoing, at the time that any Tenant Event of Default exists (after the expiration of all applicable cure periods), Tenant shall not be permitted remove an_y such Per—mitted Alterations or other permitted alterations, modifi i ' I Landlord requires removal thereof, however, at the time that any Landlord's Event of Default exists (aft the expiration of all applicable cure periods), Tenant shall have the right to remove any such Permitt Alterations or other permitted alterations, modifications or improvements provided that (i) such right any damage caused by such removal and restores the Parking Spaces to the condition that existed prio the installation of the P rnmitteJ.'. AlteraWortinary o Wi ne,,*r ani t 'I W W -Xii prior to the expiration or earlier termination of the Term (or as may be extended), Tenant, at Tenant's so cost and expense, shall remove, or cause to be removed, each of the Permitted Alterations or oth alterations, improvements or modifications, and repair, or cause to be repaired, all damage resulti therefrom with reasonable wear and tear excepted. Tenant shall cause all Permitted Alterations, iglijabli, tN I T I t I i W i i mierei 9i 016733474 10 494 by Tenant must comply with Florida Building Code and the City of Boynton Beach Code of Ordinances (including its Land Development Regulations). 19. Holdover Rent. Tenant shall be liable to Landlord for all damages in the event Tenant holds over beyond the expiration of the Term that Landlord may suffer by reason of any holding over by Tenant. 20. Waiver,'of 'Iiury.Trial, THE PARTIES HERETO WAIVE TRIAL BY JURY IN CONNECTION WITH PROCEEDINGS OR COUNTERCLAIMS BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN CONNECTION WITH OR ARISING FROM THIS LEASE. 21. Broker. The parties each represent and warrant to the other that no real estate broker, salesman, finder or agent was involved in the procurement or negotiation of this Lease. 22. Rulesmmmmand _ReggLgtions. Tenant shall at all times abide by any rules and regulations ("Rules") for use of the Parking Garage, including the Parking Spaces, that Landlord or Landlord's garage operator reasonably establishes from time to time, so long as such rules and regulations do not unreasonably interfere with the Permitted Use of the parking spaces, and otherwise agrees to use the Parking Garage and the Parking Spaces in a safe and lawful manner that does not interfere with or diminish the Parking Garage by Landlord's other tenants. Landlord reserves the right to adopt, modify and enforce the Rules governing the use of the Parking Garage, including the Parking Spaces, from time to time including any key -card, sticker or other identification or entrance system; provided that, such adoption, modification, and enforcement does not materially and adversely affect Tenant's and the general public's access to the Parking Spaces and Access Areas, materially interfere with the Permitted Use of the Parking Spaces, or materially increase Tenant's Percentage Share unless such modification is required by an applicable law. If the Rules are reasonably posted at the Parking Garage, Landlord may refuse to permit any person who violates such Rules to park in the Parking Garage, including the Parking Spaces, and any violation of the Rules shall subject the car to removal from the Parking Garage and the Parking Spaces. If Tenant violates any of the Rules and such violation continues for or is not cured within five (5) days following notice from Landlord then, in addition to all other rights and remedies available to Landlord at law, in equity, and under this Lease, Landlord shall have the right to remove from the Parking Garage, including the Parking Spaces, any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such violation, without liability for any damages caused to such vehicle in connection with such removal. 23. Casualty -and Condemnation,. If, during the Term (as the same may be extended), the Parking Garage or any portion thereof, including, but not limited to, the Parking Spaces, shall be condemned, taken by eminent domain, materially damaged or destroyed by fire or other casualty, then Tenant shall have the option to terminate this Lease upon written notice to Landlord whereupon this Lease shall immediately terminate and be deemed of no further force and effect and Landlord and Tenant shall be released of all obligations and liabilities arising after such termination (except for such obligations and liabilities expressly identified herein as surviving the termination of this Lease); provided that, if this Lease is terminated under this provision, all Rent paid in advance by Tenant applicable to the period of the Term after the termination of the Lease shall be refunded upon a pro -rata basis based on the date of termination. In the event Tenant does not exercise the foregoing termination option, then Landlord shall forthwith commence to restore the Parking Garage, including the Parking Spaces, to working condition, and during such restoration period Rent shall be wholly abated; provided, however, Landlord shall only be obligated to restore the Parking Garage to the extent that Landlord actually receives insurance proceeds or condemnation awards sufficient to enable such restoration. Regardless of whether Landlord receives such insurance proceeds, if Landlord: (i) fails to restore the Parking Garage within two (2) years after the 01673347-4 11 495 1110111W, WIN 11WO Wille M111111116 WINNiiwiiiilmlliii.�w xlltny-�O the parcel of property upon which the Parking Garage is/was located to Tenant, or (iv) such oth compensation as the parties may mutually agree. If any portion of the Parking Garage (including fixtures, equipment and personal property therein) or any Parking Space is damaged or destroyed due ,?Jx -?zt o i R61116 iii w6w, "mill1i reqvwtsihle fo of restoratio Will demand. 24. B:1qftgEffqct. This Lease is binding on the parties and their heirs, legal representatives, successors and permitted assigns, subject to the limitations set forth herein. 25. Recitals. The Recitals at the beginning of this Lease are incorporated herein as true and correct statements and binding on the parties. 26. Reco ding. A memorandum of this Lease may be recorded in the public records of Palm Beach County, Florida. 27. Sales T4N.Exemplion. Notwithstanding anything to the contrary set forth in this Lease, so MWIMAM"O az� d-% N1 delivery of this Lease, Tenant shall be exempted from paying sales tax under this Lease. Tenant shall, not tie Lartilc)4-mi updated sales tax exemption certificate from the Florida Department of Revenue to establish Tenant's exemption from sales tax for the upcoming year. In the event that, at any time during the Term, Tenant no longer holds a valid sales tax exemption certificate from the Florida Department of Revenue or it is WON, SO 14 dic imn aypilluaric Limull't *,I, I M be obligated, to accept any request by Tenant to contest such taxes, assessments and/or other charges. In the event Landlord elects to accept Tenant's request, Tenant shall reimburse Landlord for all actual costs and expenses incurred by Landlord in connection with contesting such taxes, assessments and/or other charges on Tenant's behalf (including, without limitation, reasonable attorneys' fees) within thirty (30) days of Landlord's written demand therefor. Notwithstanding any pending tax or assessment contest, Tenant shall be obliL-ated to -tay. vhe-ri-m.� as,3.ue under this Lease. all taxes. assessments or other charEes, ROX"Mr-MMINEV41Mkin a W I rftWi . I extent applicable to Tenant's Percentage Share. 28. Entire.AZ_Teement and_5gypEghilitv. This Lease contains the entire agreement between the parties hereto regarding the Parking Garage and all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed by Landlord and Tenant. This Lease shall be governed by and construed in accordance with the internal laws of the State of Florida. Venue for any action arising out 01673347-4 12 496 of, or in any way connected with this Lease shall be Palm Beach County, Florida. If any term or porovisicM wo i WAW"i Wiwi ar, 0 F LUIUJIM-1611-ILAIR111 LU Ur, 111TUIFE U1 1111U111L)rUUd#1O, Luc icindinucl 01 ux,6 we appilu=10n such term or provision to persons or circumstances other than those as to which it is held invalid unenforceable, shall not be affected thereby and each term or provision of this Lease shall be valid enforceable to the fullest extent permitted by law, This Lease may be executed in any number counterparts, each of which shall be deemed an original, but all of which together shall constitute o instrument. I 29. Force eure If by reason of Force Majeure, it is impossible for the Landlord or Ten in whole or in part, despite commercially reasonable efforts, to carry out any of its obligations contain herein (except for the payment of monies or Rent), the Landlord or Tenant shall not be deemed in brea 9" "M n T Ib t e a r1 en n I a The term "Force Majeure" as used herein means any of the following events or conditions or a combination thereof- acts of God, acts of the public enemy, riot, insurrection, war, act of terffroris [!.estilence, archaeological excavations required by law, unavailability of materials, epidemics (includin I without limitation, cases of illness or condition, communicable or non -communicable, caused in bioterrorism, pandemic influenza, or novel and highly infectious viruses, agents or biological toxins f . r I'l ey-idernic Vlandemics (such as COVID-19 and variations thereo disease uarrantine restrictions," fftreial ei- embargoes, fire or other casualty, lightning, hurricanes, earthquakes, tornadoes, floods, abnormal a highly unusual inclement weather (as indicated by the records of the local weather bureau for a five-yel 1!,eriod preceding the Effective Date), strikes or labor disturbances, restoration in connection with any the foregoing or any other cause beyond the reasonable control of the party performing the ob�gation question, including, without limitation, such causes as may arise from the act of the other pa to tj Lease; or acts, or failure to act, of any governmental authority. 30. Radon. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building insufficient i,?uantities mkyiquxesent health risks to yersons who are exylosed 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 Palm Beach County's public health unit. IL% �MIMMW__ - Mi 1cligivil, anucsu.7� 111UHLUI SLdMS,-5CA1_di ITIVIRULPF11, IT ;cimcf mcilffl` *r expression, be excluded ftom the benefits of, or be subjected to any form of discrimination under any ?ctivity carried out by the performance of this Lease. agreement. Thus, the terms of this Lease shall not be strictly construed against one party as opposed to t other party based upon who drafted it. 33. Exhibits. Exhibits attached hereto and referenced herein shall be deemed to be incorporat into this Lease by reference. 34. Publi ,FutJJy,,Crim S,. As provided in section 287.133, Florida Statutes, by entering in 44 knowledge, it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have n been placed on the convicted vendor list maintained by the State of Florida Department of Managern Services within the thirty-six (36) months immediately preceding the date hereof. This notice is requir by section 287.133 (3)(a), Florida Statutes. 01673347-4 13 497 35. Palm „Beach.,,Counly Inspector„Generah Palm Beach County has established the Office of Inspector General in PalBeach County Code, Section 2-421 - 2-440, as may be amended. The Inspector General's authority includes, but is not limited to, the power to review past, present and proposed Tenant contracts, transactions, accounts and records, to require the production of records, and to audit, investigate, monitor, and inspect the activities of the Tenant and its agents in order to ensure compliance with Lease requirements and detect corruption and fraud. Failure to cooperate to the extent required by applicable law with the reasonable requests of the Inspector General or intentionally interfering with or impeding any investigation may result in sanctions or penalties as set forth in the Palm Beach County Code. 36. Exclusion-of Third._Pa ,y Ben ef c Aries. No provision of this Lease is intended to, or shall be construed to, create any third party beneficiary or to provide any rights to any person or entity not a party to this Lease, including but not limited to any citizens, residents or employees of the Landlord or Tenant. 37. Counte 1”. This Lease shall be executed in counterparts, each of which shall be deemed to be an original, and such counterparts will constitute one and the same instrument. 38. Time_of Essenc_e. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 39. Compliance. Each of the parties agrees to perform its responsibilities under this Lease in conformance with all applicable laws, regulations and administrative instructions that relate to the parties' performance of this Lease. Landlord shall at all times have the proper business licenses required of the City of Boynton Beach for the operation and leasing of the Parking Garage. Tenant warrants and covenants to Landlord that it shall not perform any act (or refrain from performing any act) within the Parking Garage that would jeopardize, rescind, or invalidate the validity of the applicable business licenses required for the operation and leasing of the Parking Garage. In furtherance of the foregoing, Tenant agrees that it shall promptly cooperate, assist and act in good faith with Landlord in order to facilitate Landlord's obtaining and maintaining all required business licenses requested by Landlord for the operation of the Parking Garage and shall not take any action or inaction to prevent such licenses from being issued, rescinded or revoked. Subject to Tenant's foregoing covenants, Landlord is solely responsible for obtaining all applicable governmental approvals related to the operation of the Parking Garage; provided, however, Tenant shall be responsible to obtain all permits and governmental approvals related to its use of the Parking Spaces and any permitted alterations or improvements undertaken by or on behalf of Tenant (including the Permitted Alterations). 40. Joinder. By its Joinder hereto, the City hereby acknowledges that upon the dissolution of the Boynton Beach Community Redevelopment Agency, the City shall automatically become the Tenant and shall have all rights and obligations as provided in this Lease as if City were the original Tenant in this Lease, which all Parties hereby expressly acknowledge, submit to, and agree. [SIGNATURES ON FOLLOWING PAGE] 01673347-0 14 498 IN WITNESS WHEREOF, the parties have executed this Lease as of this 2022. LANDLORD: BB QOZ, LLC, a Florida lifted iHtftycompany Print Name: ._ Its: Manager WITNESSES: 2�Ll �11- t1� Print Name: TENANT: WTTNESSES: fit day of e.� Print Name:.%ice St „„ . THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY �4 Y Ty P: d Chair Witness: f i Print'NV Te ... _ .�! � ,.. ..... Approved fo egal ciency: B � �� /Z/— — — y , CRA Attorney 01673347-0 15 Approved for financial sufficiency- By: ufficiency By; financial Services Director 499 JOINDER „PARTY THE CITY OF BOYN By. ✓ By. ? "sPrint ..: .... _�.. ��. ....M�.. w Approved for legal suffici6cy: By 01673347.4 259421A 259421v4 ------ ------- - A\ , City Attorney Approved for financial sufficiency: Financial Services Director 500 Property Description p��pE�I�� 7paroebfu�herd�ai�dbo�w: Parcel 1: Physical Address: 508 E. Boynton Beach Blvd, Boynton Beach, FL Parcel #:Q8434528030D1006O Lots 6and 7\ Block l,OR|B|NALTOVVN OFBDYNTON' according tothe Plat thereof asrecorded in the Plat Book 1,Page 28,Public Records mfPalm Beach County, Florida, Parcel 2: Physical Address: NE4mSt, Boynton Beach, FL Parcel #: 08434528030010080 Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast one-quarter of the Northeas1onequarterof3ection28,Tuwnship45South,Range43East,accurdingiotheP|mt0|edby Birdie S. Dewey and Fred S. Dewey, September 26, 1898, and recorded in the Public Records of Dade and Palm Beach County, Florida, Plat Book 1,Page 23. Parcel 3: Physical Address: NE2zAve,Boynton Beach, FL Parcel #: 08434528030010180 Lots 10, 11 and West % of Lot 12, Block 1, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1,page 23,Public Records nfPalm Beach County, Florida. Parcel 4: Physical Address: ll5M.Federal Hwy,Boynton Beach, FL Parcel 08434528030060010 Lots 1, 2'3'4'5'5and 7'Block 6,ORIGINAL TOWN OF80YNTON,asubdivision ofthe City ofBoynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23 excepting therefrom the North 5' of Lots 5 and 7, and the West 5' of Lot 7, and existing right-of-way for U.S. Highway #1; together with buildings and improvements located thereon; and Parcel 5: Physical Address: 5IIEOcean /ve, Boynton Beach, FL Parcel #: 08434528030050I00 Lot 10and the West 7feet Binches ofLot I1, Less the South Bfeet (Ocean Avenue R/VV)^ Block 6'TOWN OF BOYNTON, according to the plat thereof as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida Parcel 6: Physical Address: 515E.Ocean Awe,Boynton Beach, FL Parcel #: 08434S280300601I1 Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF 80YNTON,according tothe plat thereof asrecorded inPlat Book 1, Page 23'ofthe Public Records ofPalm Beach County, Florida Parcel 7: Physical Address: 529 E. Ocean Ave., Boynton Beach, FL 01673347-4 259421w 501 Parcel#: 08434528030060120 Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON, according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida 01673347-4 259421v3 259421v4 502 EXMBIT B Parking Garage Floor Plan 01673347-4 259421v3 259421v4 503 M N4 ONINNV-Id xe MADIIIHOW4 V0180IJ 'HDVA NOINWH 'M 031VIIIJJV I N 3 h dO*IIv4Aa iIHOZ "a"'Sovoo 3�2i31d 3H1 VS kJ IIII A' s h "T=== IF,�� "A )k,I o 4, x ,j LIL fw ti, — w T'n 504 AFFILIATED DEVELcaPMENT Project: The Pierce Date: 09/05/2023 Prepared by: BB QOZ, LLC Project Updates Major Master Plan and Site Plan applications were unanimously approved by the P&D Board and during two readings with the City Commission, the final approval to occur on March 9"' 2023. An entity related to F. Davis Camalier (FDC Associates, LLC), through his property entity, 209 N. Federal, LLC, filed a Petition for Writ of Certiorari against the City to challenge the abandonments necessary for the Project to go forward as designed and approved. The City filed its response on April 7, 2023. The abandonments being challenged (which include the abandonment of NE 1 gt Ave) are integral to the overall site plan and key components that impact the Project's approvals. Unfortunately, the court's decision will not come quickly and as a result, the developer has been forced to cease the furtherance of design and other development activities necessary to get a building permit and start construction, as the court's decision could have an impact on the overall site plan. It is the opinion of the developer that the challenge is nothing more than a shakedown effort by Camalier, which has and will cause the developer to incur substantial damages. On August 8r"° 2023, we satisfied our Annual Presentation and Annual Report requirements per our PDA/TIRFA. The parties are preparing an amendment to the Purchase and Development Agreement which will be presented to the board for approval. Development Deadlines (PDA/TIRFA Effective Date: July 8, 2022) Description PDA/TIRFA Deadlines Status Submit Site Plan Approval Package January 4, 2023 Complete - Submitted on September 7, 2022 Apply for Building Permit Within 120 days after Final Date TBD .Judgment Project Presentation On or before July 8, 2023 Complete, presentation made on 08/08 per CRA's schedule Commencement of Construction Within 2 years from Closing Date Date TBD Obtain TCO 36 months from Commencement Date TBD of Construction Final CO Within 9.5 years after Effective Date TBD Date 613 NW 3rd Avenue, Suite 104 • Fort Lauderdale, FL 33311 • 954-953-6733 3611820 505 **** CASE NUMBER: 502023CA009318XXXXMB Div: AY **** Filing # 170590020 E -Filed 04/07/2023 09:07:28 PM IN THE CIRCUIT COURT OF THE 15TH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA Case No. 23- 209 N. FEDERAL, LLC, a Florida limited liability corporation, Petitioner, vs. THE CITY OF BOYNTON BEACH, a unit of the local government in Palm Beach County, Florida, and political subdivision of the state of Florida, Respondent. PETITION FO�VRI7 OF CERTIORARI Petition for Reviev of Beach. City Commission Ordinance Beth -Ann. E. Krimsky, Esq. (FBN 968412) Aaron. Williams, Esq. (FBN 99224) GREENSPOON MARDER LLP 200 E. Broward Boulevard, Suite 1800 Fort Lauderdale, Florida 33301 Direct Dial: 954-527-2427 Facsimile: 954-333-4027 Beth-ann.krimsky(a�gmlaw.com Aaron.williams(Lgmlaw.com Attorneys for Petitioner 506 FILED: PALM BEACH COUNTY, FL, JOSEPH ABRUZZO, CLERK, 04/07/2023 09:07:28 PM TABLE OF CONTENTS Page TABLEOF CONTENTS............................................................................................i TABLE OF AUTHORITIES.................................................................................... ii PREFACE................................................................................................... ............iv I. INTRODUCTION.................................................................... a,......... l r...... IL STATEMENT OF THE CASE AND FACTS .................... l 2 o/, r III. BASIS FOR INVOKING JURISDICTION AND ST,�1DA OF �. REVIEW.........................................................................�o ..........................13 IV. NATURE OF RELIEF SOUGHT . "'%,.... //ii% V. ARGUMENT .................................... ...........................................16 A. THE COMMISSION FAIT COMPLY WITH THE ESSENTIAL REQUIRE o N S/'OF THE LAW WHEN IT „ APPROVED THE APIC T'S APPLICATION .........................16 B. THE CITY CUM, AISION FAILED TO MAKE OR RECORD Ali "" tfibINGS IN VIOLATION OF THE ESSENTIAL' EQUIREMENTS OF THE LAW, ALSO Z, EVIDENCING SHE FAILURE TO APPLY ESTABLISHED ,�000� CRITERIA ��......................................................................................20 : C. T'��°� ECISION OF THE CITY COMMISSION IS NOT SPRTED BY SUBSTANTIAL COMPETENT DENCE......................................................................................... 22 VLCONCLUSION ................................................................................................ 24 CERTIFICATE OF SERVICE................................................................................25 CERTIFICATE OF COMPLIANCE.......................................................................26 -1- 507 TABLE OF AUTHORITIES Alun,K /-ix' ofNorth Miami Beach, 706 So. 3d 67 8PL, 3d DCA 2016) .................................................... 18, 14 ByevaD/Cw. K Snyder, % IF^ ��7«�0 7�z1�u/Fl� lQQ�\ �� 4 ~ . ~ . �~ .~~ (Fla. .~~~/------------------ ..�----- City qf'Apopka v. Orange Cty., '794Sn.7J657/FlD.4fhDCA }474\............. .��...........—'2| City qf'Jacksonville v. Taylor, 721 S0 2(j1212(Fk» } st DCA 1998) .................—.lQ De Groot v. Shef Me 95 S0 2(j912(Fka }957) ....................—.15 England v. Louisiana State BoardExaminers, 375 U.S. /111 (1964) -------------------13 Fields .. Sarasota ___'_.- _--'-r.'/, 14129 953 F.7d 1299 OlH` C' _________________________l3 876 S» 2(}3 ............................................................. 11,12 Gentry /ions, State Bd Exam 78 /F}&. lSt DCA 1973\ ...............................................................—.7l Haines City Cm/y. 0m/. v. Heggs, 658 So. 7d 573 (Fla. 1995) 18 Hayes \l Monroe Cn,., 337 So. 3J 447 /FL,. 3d DCA ?07?\.................................................................... 7| Hillsborough y`h,. Bd. of/`ty. 'Ky ll Longo, 505 So. 7J47O(Fl".7dDCA |487) .................................................................... 73 508 Irvine v. Duval Cty. Planning Comm'n, 466 So. 2d 357 (Fla. 1st DCA 1985) ................................................ 15,20,21,22 Ivey v. Allstate Ins. Co., 774 So. 2d (Fla. 2000) ......................................................................................... 18 Parker Family Trust I v. City of Jacksonville, 804 So. 2d 493 (Fla. I st DCA 200 1) ................................................................... 14 Planning Com 'n of City of Jacksonville v. Brooks, 011 579 So. 2d 270 (Fla. 1st DCA 199 1) ............................................ 21 22 N�Q Promenade DIberville, LLC v. Sundy, 145 So. 3d 980 (Fla. 1st DCA 2014) ................................ ............... 1, 3,5 Wolk v. Bd. of *Cty. Comm'rs of Seminole Cty., /ir 117 So. 3d 1219 (Fla. 5th DCA 2013) ................. "/' �/' ................................... 19 "d R Statutes 1/d/k, N r°/ %%` Article V, 5(b), of the Florida Constitutio n 14 Rules 1/b/h c Florida Rule of Appellate Proc O(c)(2) .................................................... 14 509 PREFACE This Petition for Writ of Certiorari ("Petition") seeks review of an ordinance approving of three road abandonment applications by the City of Boynton Beach. Petitioner is 209 N. Federal, LLC and is referred herein as "209." Respondent is the City of Boynton Beach and will be referred throughout the Petition A',e "City." Citations to the Appendix to Petition for Writ of Certiorari, filed oraneously with this Petition are abbreviated as "A:" POW/1" Sh, K -iv- 510 I. INTRODUCTION' 209 owns the real property located at 209 North Federal Highway in the City of Boynton Beach (the "209 Property") and currently leases it to The Boardwalk Italian Ice and Creamery, LLC. The Pierce, a multimillion -dollar development project comprised of several different parcels in downtown Boynton. Aeach, has rio0i/ii received a blanket City staff recommendation of approval forlications of �,,«rrJroi/pO�I ��Gi�j, abandonment of roads located near the parcels. 209 is near or�°mot to each of the ,; roads to be abandoned. Abandonment of roads is vvFonec�'��y Section Boynton Beach, Part III Land Development Regulation�� '), Chapter 2, Article II, Planning and Zoning Division Services, S 2: .3. ll ;, ,/`4 ' On March 15, 2023, Pttlko e sent correspondence to the City seeking the record related to this pli a ion. Despite Petitioner continually following up, Petitioner received link 'those records just three hours before the close of the business day on t 1%1* of filing the Petition. (A:1.712; A:1.713-1.6). The City's delay in metng itd obligations to make the records available to Petitioner is wholly unids k4ble. See Promenade D'Iherville, LLC v. Sundy, 145 So. 3d 980, 983 (F�� DCA 2014); see id. ("Florida law doesn't allow public records custcd(play favorites on the basis of who is requesting records"; awarding ,,,,costs for unlawful refusal to provide public records). Indeed, the gamenanship engaged by the City is unacceptable and runs afoul of Petitioner's due process and the traditional notion of fair play. See A:1679-80 (commissioner accusing Petitioner of unspecified, nefarious conduct and remarking he does not appreciate Petitioner's opposition to the road abandonments). In any event, while Petitioner does have some materials, and those are cited here, it was lacking a complete record until the City belatedly produced it. Petitioner will amend its Petition and contemporaneously filed appendix as soon as it has a meaningful opportunity to review the materials sent by the City. 63911086v8 511 Road abandonment was not part of The Pierce's original plans submitted to the City. 209 opposed the road abandonment applications immediately at each stage of approval, pointing out that any approval would severely and detrimentally affect access to the 209 Property. The LDRs require the City to consider and determine i whether abandonment would result in "a permanent stoppage, interrg t,on, or an WKW unacceptable level of service for the subject lot or on ni or developments with respect to police, fire, or other waste removal." (LDR, Section 2.G.3.a.). Specifi road abandonment must consider if such access to the 209 Property should an substantial evidence presented to su factor. The evidence pres ordinance approving the visions, or solid " City's approval of any restrict emergency vehicle and there must be competent press factual finding on this necessary the quasi-judicial hearings on the proposed ent applications provided no such competent 'r000io substantial evidence t6/*,'� port the approval of any abandonment. Despite this, the City nevertl 'es��Q� assed an ordinance approving the applications for road abandon" the absence of such evidence, the ordinance simply cannot stand. II. STATEMENT OF THE CASE AND FACTS The Pierce is a $73 million mixed-use development project designed to include a complex of apartments, restaurants, and retail stores in downtown Boynton Beach. (A:523, 525, 621-23, 1611). The Project is comprised of several different 2 63911086v8 512 parcels of real property located from East Boynton Beach Blvd to East Ocean Ave. along Federal Highway. (A:891; see A:525). BB QOZ, LLC ("Applicant") is the applicant behind the Pierce and the abandonment at issue. (A:715). The record demonstrates that the City viewed the i Pierce as a development project "especially needed." (A:524-25). licant ultimately received City approval to proceed with the Project wit if any, real opposition from the City Commission. (A:1158). The original pl' ni� for the Project did not contemplate any road abandonment for any �"�� °� � aforementioned parcels. (A:1628-29). Site plans instead depict a bridge ,° �lst Avenue. (Id.). , ,, i In 2022, the Applicant applied fo '°d abandonments in the immediate vicinity of the 209 Property. (A:16b7'The road abandonments sought the vacation of a portion of an alle ,,�y (1 e "North Alley"), a portion of NE 1 st Avenue � o ("right-of-way"), and the,�full length of another alleyway (the "South Alley") (together with the Nortey, the "alleys"). (E.g., A:1398). P The N, th Vey forms the north boundary of the 209 Property. Northeast 1 st Avenue southern boundary of the 209 Property and contains the main driveway/finto the 209 Property. The abandonment area turns both of these into dead ends terminating at the west edge of the 209 Property and open only to Federal Highway southbound, such that drivers exiting the 209 Property will no longer be 3 63911086v8 513 able to turn west onto Northeast 1 st Avenue or the North Alley, and there will be no eastbound traffic at all. The impacted areas are illustrated below: 0 63911086v8 514 (E.g., A:705). An application for vacation and abandonment approval requires review and approval by the City Commission. LDR 2.G.4. To justify the issuance of an ordinance vacating a road, an application must meet criteria set forth in LDR i 2.G.3(a)-(d), which address issues regarding access, utilities, age and wastewater management, and conservation. To justify its Applic4r�he Applicant JJiii j0i / simply asserted, in summary fashion, that abandonment m th�''�riew criteria set forth in Section 2.G.3 of the LDR. (A:715-18; 'AA-" �"70-73). No evidence or substantive analysis was offered. The City readily accepted the App J c s Eonclusory recitation of the four �r �yi criteria as satisfaction of the criteria �th'out conducting its own independent analysis or determining if ther��11 `111�flll` w s6'identiary for each of the factors. Specifically, in January 2023, City staff pc'sedly reviewed the Application and determined that granting it "would nod"" /ersely impact traffic," other City functions, or adjacent property owrl„ rs( ,:704). City staff determined further that the right-of-way and alleys " rf�r serve a public purpose other than retention of necessary utility assessmers" and, therefore, recommended approval of the Application. (Id.). While it is clear from the Staff Report the City consulted with public utility companies and city departments addressing engineering, public works/utilities, and planning and zoning, there is no indication local government departments, such as police and fire, 5 63911086v8 515 assessed or otherwise opined on any implications arising from road abandonments to 209 or any of the adjacent properties. The City Staff Report is devoid of any evidence addressing whether or not the abandonment would cause or result in a permanent stoppage, interruption, or an unacceptable level of service with respect to i police, fire, or other emergency services. A:615-804 Upon learning about the Application, 209 immediately lots opposition and requested a denial of the Application. (A:891-93). As Pqtitioftbrxplained to the City, the Application fails to satisfy one of the foul//, ia, namely, access. The LDR raises these questions when assessing the Does the subject land provide a leg 'r ;ass of access to a lot of record, subdivision or development?�ti�,,,t vacation and abandonment cause or result in a perm", stoppage interruption or an w/M %„ > unacceptable level of servi too subject lot or on neighboring lots, `1/i;,,' subdivisions, or develo 1^11' nt with respect to police, fire, or other IN emergency services; off`°°s °tl aste removal? i' t r/ LDR 2.G.3.a.; A:891-rrlJ a letter dated February 21 2023 ahead of the hearing, t209 pointed out t granting the Application would not only increase traffic but also impair ir�d egress to the 209 Property, thereby creating public safety issues wpgand Bros"limiting the accessibility to the property by customers as well as first responders should emergency services be required. (A:891-93). This is illustrated simply by looking at the aerial photograph. Federal Highway at Northeast 1st Avenue has no median cut or traffic signal. Currently, 0 63911086v8 516 northbound drivers on Federal Highway can easily access the 209 Property by turning left (west) at the signal at East Ocean Avenue and going one block to Northeast 4th Street and turning right, then east on Northeast 1 st Avenue to the 209 Property. Similarly, leaving the 209 Property to drive north on Federal Highway i simply requires turning right onto Northeast 1 st Avenue heading wes king north on Northeast 4th Street to East Boynton. Beach Boulevard, goin a then turning r riij �!a4 left (north) at the signal for Federal Highway. ��°�'��PO After the abandonment, this traffic p#ft, will be completely disrupted. Northbound drivers on. Federal Hight y�4e/lig to enter the 209 Property will be forced to make a U turn at East Moi ibn each Boulevard, then turn into poi%%/�i��iiii� what would be a dead-end street. Sinila' �,, ,drivers leaving the 209 Property to go 'k%A%,,,,,,,,,, north will be forced to make a"/t" st Ocean Avenue Federal Highway is only two lanes wide at these poets, /so'clearance for this dangerous maneuver would be r000ioa„ difficult, especially fodtger vehicles or elderly drivers. The potential for traffic conflict and oci,ts is significantly heightened, and ease of access to the 209 ,/o, I,fJ / "' al diminished. A:1630-36 1685-8$ Property'll � y ( ). �ioo/o�aco„ ,- Th�'first of two quasi-judicial hearings on the proposed ordinance granting the Application was held February 21, 2023. At the hearing, the City read the proposed ordinance. (A:1154-55). The Applicant recognized its obligation "to obtain the written consent of the nearby property owner" impacted by road abandonments 7 63911086v8 517 (A:1178), but nevertheless advocated against the necessity of that obligation and for road abandonment because "certain right of ways ... are certainly underutilized." (A:1165-66). The City staff, in response, pointed out that it "typically ask[s] for consent of the neighboring parcels," though it felt "comfortable" requiring the i Applicant merely to "work with the neighbors" on any abandorwe t issues. / ffr ".11 IF (A:1180-81). �,,«rrJroi/pO�I oijp, ,, At least two members of the public and one City 'In er expressed concern over abandonment, including the potential i' ,,ment of the provision of In critical City services such as trash collection. (El, ,�� 13; A:1154-84). For its part, 209 pointed out that the Applicant had n d'�ectl reached out to it to address the P PP �� ,,, y ,%O,� Project or the abandonments. (A:12(14fi�, n the little time it had to present its concerns at the hearing, 209 p 'nut that abandonment would limit access to its property and 209 urged th ';,C`ityI require the Applicant to cooperate with 209 and address 209's concern, ( X1205-07). City std f o*ed that if abandonment is not approved forjust one of the roads, �;d Nod I "consider,edesign of the project" would need to follow (even though Dion/aiaaoo„ abandonrrfent was not part of the original Plan). (A:1217). The Applicant opposed a re -design because doing so would "become[] very hard with all the code requirements that we have." (A:1221-23). The City Mayor recognized the Applicant re -designed the Project "way too many times" and affirmed: "We are not starting F 63911086v8 518 from scratch at the last hour." (A:1231). Following this affirmation, the City Mayor sought a motion to grant first reading approval to the proposed ordinance, with the condition that the Applicant "work[] with the adjacent property owners for the abandonment request." (A:1233-34). The motion passed unanimously. (A:1234). i There is no record evidence the Applicant ever "worked with [0 on] the r abandonment request."2 At no point during the 2/21 hearing was t y competent substantial evidence presented by the City or Applicant ad ress t�nng'whether or not police, fire or emergency services would be impacte(�//b' fie abandonment request. On March 9, 2023, 209 submitted a sec9AdJ&t'r reiterating its concerns in great detail. (A:1591-92). At the seconds judicial hearing held later that day, the Applicant sought final approval sof iation. (A:1603-1702). Prior to this hearing, City staff had alreadyrof�mended approval despite the fact that It still had not heard from the CiteJ rafc engineer on road abandonment nor received input 'r0000 from police, fire, ormergency services to address the implications arising from road ab,�da*ents. (A:1409). 2 This comes as no real surprise. A property owner nearby commended the City for requiring the Applicant to contact that owner regarding its concerns "[b]ecause prior to that, we were not contacted at all." (A:1207). That is in line with 209's own experience. The property owner urged the City not to remove the condition that the Applicant continue to cooperate with that property owner for fear that the Applicant would stop cooperating. (A:1207-08). 0 63911086v8 519 During the hearing, 209 presented testimony from a traffic engineer, Joaquin Vargas, to address road abandonment—the only witness who presented on the subject matter. The expert testified: (i) road abandonments are uncommon but when the issue arises, detailed traffic studies are usually performed; (ii) a traffic study had i not been undertaken for NE 1st Avenue in connection with the Project ii) a road r abandonment of NE 1st Avenue nevertheless "would cause soMiic concerns for the area," including exacerbating traffic backup in multipt`)) tai ins and limiting road access; (iv) a road abandonment would result in /4�`/0'� pificant impact to [209's] parcel from an access point of view to get to tl 66"p f c�/'and also to leave from the parcel"; and (v) increase in traffic will c u "s" of °ty concerns and safety hazards. A:1629-36 1685-88). 209 also cross-examine�t°staff, which put together the recommendation of approval of the Applic�$,/ion espite the absence of any analysis on the impact 'r000ioii r�l� abandonment has on safety as required by the LDR. (A:1636-38). Based on the evidence,�el"'es6qted at the hearing, 209 argued that abandoning the roads would create traf��rfd safety issues. (A:1638-41). 209 also pointed out there was no record evidence reflecting the assurance of the provision of local governmental services, such as fire and police, to properties near the alleys and right-of-way after abandonment. (A: 1640-41, 1688-89). Moreover, in the absence of an analysis on public safety or the undertaking of any traffic study assessing the effect of a road 10 63911086v8 520 abandonment on properties near the right-of-way and alleys, the Applicant failed to satisfy its burden to meet the criteria in the LRD regulations and failed to present competent substantial evidence to support its Application. (A:1640-41, 1688-89). In addition to 209's opposition, members of the public and local i businesspersons operating near the North Alley and elsewhere sought, d'lay of or otherwise opposed, the City's approval of the Application be the limited road access and adverse economic impact an abandonme walk create to local businesses. (A:1641-45). The Applicant itself rered road access issues, testified it was a complicated issue that warrant "f4 dgreater discussion" the future, and recognized there was no imme i I �SoI '°'%/, 10/1 would be needed to find one. $-49). commissioners, the Appli with just one businessown. ion in place and that more time When pressed by some City reed to enter into an access agreement ,ith that, the City pressed on as it clearly /oiaioiooi intended from the out r° A/ 111111)0/r/, 3 Ant to agree is tantamount to no agreement at all, e.g., Geico Cas. Ins. Cotey, 826 So. 2d 380, 382 (Fla. 3d DCA 2002) (statements of future intenttcins do not give rise to an enforceable contract), and one access agreement with one businessowner does not address concerns raised by 209 and others. The Applicant endeavored to shift the blame to 209 for not reaching out to it previously about 209's concerns. (A:1689-90). But the City placed the onus on the Applicant, not on 209, to "work[] with the adjacent property owners for the abandonment request." (A:1233-34). And, despite the City's directive to do so, there is no evidence the Applicant did that following the first reading of the proposed ordinance and before the City's final approval of the Application. 11 63911086v8 521 The City examined City staff, who testified that a traffic study was submitted along with the Master Plan and site plan and that police and fire departments reviewed these plans. (A:1645-46). However, that Master Plan was unconcerned about adjacent properties, such as 209 and there was no record evidence included i with the City's Staff Report that addressed whether the abandonmentuld cause or result in a permanent stoppage, interruption, or an unacceptab n el of service with respect to police, fire, or other emergency services. (��49). The record k�% • io available to 209 reflects that local government unit d '� reviewed the Project in master plan format, and not the abandonmentsr�.A:1006-09). The City Staff Report addressing the master plan reflects,-/ Police/Fire: The police and �, �e m rtme ,ts have reve ed the site plan and the appVrocam t '„ ' ssed all review comments du�urIing the T review prod T°Th#"F' e Department noires that they ill be able to, Dior provide �a to level of service for this project with current or eXPecteInfrtiructm.ure and/or staffing levels, Further plan review Icy Police a4l=06 will occur during the building permit process. (A:1009). The, s nogindication the local government units providing critical °piu)0/r/ services t e 2 9 Property and the area impacted by the Project reviewed anything other tii, tie site plan, and certainly no evidence that they reviewed and commented on the abandonment. Despite various suggestions to table the abandonment Application pending further review and despite 209 illustrating the absence of competent substantial evidence to support the grant of the Application, the City approved the Application 12 63911086v8 522 at the conclusion of the hearing, without competent substantial evidence to support this approval. (A:1697-99).4 Following the hearing on March 9, the City issued Ordinance No. 23-006 ("Ordinance"). (A:1704-11). The Ordinance provides City staff had determined the i re uested road abandonment would not adversel im act traffic ' o'her City q y P functions, or adjacent property owners and that the right -of way , fer served a public purpose other than retention of a utility easement. ( : f X704+,,, Based on these ��/�DODDlIDDDD�% staff determinations, the City Commission formally a>,&fWVned the North and South Alleys as well as the right-of-way on NE 1 st Av/q,,,ri°' "TI eOrdinance took immediate DD °rrD�o D�D'DD effect on March 13, 2023, upon its passa P "ition follows, seeking review of the Ordinance. 209 reserves the right to 1 js4in state or federal court to pursue all equitable 'DDD statutory and legal remedies afforded it under the law. See England v. Louisiana State Board of'Medie. xaminers, 375 U.S. 411, 420-422 (1964), and Fields v. 0�. Sarasota Maryteco.,lrportAuthority, 953 F.2d 1299 (11th Cir. 1992). This Petition arises from the City Commission's improper approval of the Applicant's Application. The Applicant's Application is required to meet all of the 4 As one public commentator astutely noted: "it seems like you know, the commission and the [C]ity, you kinda do — do what you wanna do." (A:1215). 13 63911086v8 523 applicable requirements of the City's Code. It does not. Following quasi-judicial hearings held by the City Commission in relation to the Application, the City Commission approved the Application even though it is uncontroverted that the Application failed to satisfy all of the criteria set forth in the Code and, in fact, was i completely lacking in competent substantial evidence to satisfy fie',, essential IF criteria. Indeed, the City's staff report failed even to mention; of the Code provisions that must be satisfied in order to approve an abagd6hfhem. Additionally, it is evident based on the discussion had by the CIII 9Cpmmission at the public meetings held on. February 21 and March 9, 20,2 ''' this Project was something desired by the City, and no matter we�ur there was competent substantial evidence to support it or not, the Cq NvAU6ing to approve the abandonment. The City improperly disregarded t �;od to achieve a pre -determined result, in a stark departure from the essentirequirements of the law. �000ioiooioi The jurisdiction f°fit is Court is therefore invoked pursuant to Article V, § D 5(b), of the cQa Constitution and Florida Rule of Appellate Procedure 9.030(c) iorari lies to review the exercise of quasi-judicial power exercised by a cityZ ommission. See, e.g., Brevard Cty. v. Snyder, 627 So. 2d 469, 476 (Fla. 1993). Proceedings conducted by a city council, which proceedings address rezoning applications, are quasi-judicial in nature. Parker Family Trust I v. City of Jacksonville, 804 So. 2d 493 (Fla. 1st DCA 2001). 14 63911086v8 524 To sustain the decision, the City must establish that its decision was supported by substantial competent evidence, that the decision accords with the essential requirements of law, and that the City Commission provided for due process in relation to the quasi-judicial hearings. Irvine v. Duval Cty. Planning Conun'n, 466 '4 So. 2d 357, 362 (Fla. 1st DCA 1985), dissent approved by Irvine I cty. IF a Planning Conun'n, 495 So. 2d 167 (Fla. 1986). Substantial competent evidence in the context of ce#16r eedings has been defined as: AM/1111111 ... such evidence as will establis#ial basis of fact from which the fact at su&/,,.,, e reasonably inferred. We have stated it suc relevant evidence as a reasonable mind wou 4"a rt f s adequate to support a conclusion. In emplog"In' adjective "competent" to modify the word I we are aware of the familiar rule tadministrative proceedings the formalities in/Afte' uction of testimony common to the courts of im. stic"are not strictly employed. We are of 111/1'ri the view however, ' r, that the evidence relied upon to rg/�//, sustain l ,ultimate finding should be sufficiently re ; end material that a reasonable mind would ce )t as adequate to support the conclusion reached. T�this extent the "substantial" evidence should also be petent." De G Sheffield, 95 So. 2d 912, 916 (Fla. 1957) (citations omitted). Here, the only evidence in the record confirmed the Application failed to satisfy all of the applicable criteria set forth in the City's own code when considering an abandonment. There being no substantial competent evidence in the record to 15 S3911086v8 525 support its decision under the application of the correct law, or findings made by the City Commission, approval of the Application was incorrect and should be quashed. IV. NATURE OF RELIEF SOUGHT Petitioner seeks issuance of a Writ of Certiorari, quashing the City's March 9, i 2023 Ordinance approving the Applicant's Application because luxe is no substantial competent evidence to support the City's departs from the essential requirements of the law. V. ARGUMENT A. THE COMMISSION FAILED ESSENTIAL REQUIREME APPROVED THE APPLIC T. i. The Failt Based Depart 1Uh the r The abandonment dgteriI as r��ll �,,,,, pertinent part: /,,,,,,,r'° 63911086v8 ffr A,,,,,,, decision a Ythe decision I POW/1" i OMPLY WITH THE �J/J` THE LAW WHEN IT PPLICATION. h,City to Render a Decision lished Criteria Constitutes a the Essential Requirements of established in the City code is as follows in �'c�atan and Abandonment. General. The purpose of this subsection is to establish %uniform procedures for the vacation and abandonment of city z� rights-of-way (e.g. street, alley, etc.), special purpose easements, and other non -fee interests of the city. When approved for vacation and abandonment, the city relinquishes its interest in the above, based in part, on the finding that the subject right-of- way no longer serves a public purpose. For the purposes of this subsection, a "site plan" shall be construed to include either a new site plan or a major site plan modification. 2. Submittal Requirements. See Section I.D. above for the submittal requirements of this application. 16 526 3. Review Criteria. The vacation and abandonment of a right- of-way, special purpose easement, or other non -fee interest of the city shall be based on a demonstration that the above interest no longer serves a public purpose and there is no encumbrance which would prohibit the clear transfer of ownership of such land. The following review criteria shall be used to justify an application: a. Access. Does the subject land provide a legal means of access to a lot of record, subdivision, or development? Would the vacatioiy,,,,, �jid abandonment cause or result in a permanent sq//PpaJ*.4 ,,4ubJect interruption, or an unacceptable level of servic( tte.01/ lot or on neighboring lots, subdivisions, or dev�el /,With i solid e n c y s q respect to police, fire, or other emerg e s; waste removal? b. Utilities. Does the subject land ( potable water, sanitary sewer, or any telephone, electricity, gas, etc.), whj stopped or interrupted, or cause an %des; to the subject lot or neieb,04,/ developments? i aj;g §1 ort, or allow V. er tility (e.g. cable, be permanently a le level of service , ots, subdivisions, or ',M�anagement. Does the subject C. Drainage and land contain, support,,//9r dll,�9//w' a legal means of drainage or wastewater man n�,',', such lot or on neighboring lots, age subdivisions, or di e o cnts, which would cause or result in a stoppage, inteiT/,ul n,//Or unacceptable level of service? d. Conseriqtioo.'Does the subject land contain, support, or allow the meai� the conservation or preservation of flora or fauna? ry, IN, LD '.G. 1-3. extensively above, the City Commission voted in favor of the Application despite the abandonment criteria, as specified in Section 2.G.3 of the City's Land Development Regulations not being met. This is a departure from the essential requirements of the law. The City failed to even review and analyze the evidence, or lack thereof, in the record to act in their quasi-judicial capacity to 17 S3911086v8 527 enforce the applicable law, opting instead to favor their own feelings and opinions as to a desired result. See Alvey v. City of North Miami Beach, 206 So. 3d 67 (Fla. 3d DCA 2016) (granting rezoning based on perceived economic benefit to city and not based on enumerated criteria was a departure from essential requirements of the i law). %IIIIIIIIIIII /i Under Florida law, a departure from the essential requirer } t of the law in this context means "an inherent illegality or irregularity, an,,��'bus&OfJudicial power, an act of judicial tyranny perpetrated with disregar/ rocedural requirements, resulting in a gross miscarriage of justice." Hai '� 1 ` Cmty. Dev. v. Heggs, 658 71, So. 2d 523, 527 (Fla. 1995) (internal i ns omitted). A departure from the XAJ essential requirements of the law is not"m�ely a disagreement with the interpretation of applicable law but insteairs*clude an application of incorrect law or a miscarriage of justice. Iveykk�. Allstate Ins. Co., 774 So. 2d 67, 683 (Fla. 2000). r000ioiooiii„ Florida courts fi#& onsistently determined that a municipality departs from the essential r uii� �.' �ments of the law by rendering decisions that are not based on the f establish'°°dryr ria or factors. See Alvey v. City of'N. Miami Beach, supra (quasi- judicial bMy must apply established criteria and not vote based on other factors) (granting rezoning based on perceived economic benefit to city and not based on enumerated criteria was a departure from essential requirements of the law); Wolk v. Bd. of Cty. Comm'rs ofSeminole Cty.,117 So. 3d 1219 (Fla. 5th DCA 2013) (holding W 63911086v8 528 that a miscarriage of justice results where wrong law is applied by a local governmental body); City of Jacksonville v. Taylor, 721 So. 2d 1212 (Fla. 1 st DCA 1998) (granting a variance because of others previously given and not based on code's criteria was improper). i Alvey is most instructive here and frankly mirrors the decisions ' e by the City Commission. There, the City of North Miami Beach approvJJ"rezoning not based on the established criteria in the city's code but council believed that the rezoning and proposed proj the city. Alvey, 206 So.3d at 72. The a e the city economically benefit held that decision was a / v departure from the essential requirements �fhe haw as the city council failed to %/ ' consideration of the zoning application apply the correct law in the city's code � g pp there. Id. at 73. Simply put a m*nicipality does not base its decisions on the %''�' application of the correct f4lw o criteria, then the decision rendered is a departure ftv/ ,,, from the essential req `�l dents of the law. Id. Here,,Ib,,, d 4§ion made by the City is akin to the invalid decision rendered in Alvey. Spy�ally, Section 2.G.3(a) of the City's Code addressing the necessary criteria to die satisfied for abandonments provides as follows: a. Access. Does the subject land provide a legal means of access to a lot of record, subdivision, or development? Would the vacation of abandonment cause or result in a permanent stoppage, interruption, or an unacceptable level of service for the subject lot or on neighboring lots, subdivisions, or 19 63911086v8 529 developments with respect to police, fire, or other emergency services; or solid waste removal? The City did not address this criterion. Instead, personal views and opinions permeated into the City Commission's decision-making process and impermissibly tainted their votes on this quasi-judicial decision. The decision made by the City %11111111,111%x„ Commission was not made through application of the correct la �ncus this decision constitutes a departure from the essential requirementand must i be quashed. B. CITY OFINDINGS IO THE MS IONFIAI " ,,D Y' AKE OR RECORD ANY A dF THE ESSENTIAL REQUIREMENTS OF THE�,;�` LSO EVIDENCING THE FAILURE TO APPLY ES r .Is ED CRITERIA. In determining whether the esveal requirements of law were met upon a review of a quasi-judicial acn, ��iis Court must examine whether the City Commission made detailed1,ndins of fact supporting the denial of the Application. o, Irvine, 466 So. 2d atAll administrative agency orders must contain detailed findings of fat "�at are legally sufficient to support the decision ordered." Id. �f� b�ijD Furtherrly/iax�� It has been repeatedly held by the courts of this state that in order to Dion/aiaaoo„ assure du" process and equal protection of the laws, every final order entered by an administrative agency in the exercise of its quasi-judicial functions must contain specific findings of fact upon which its ultimate action is taken. An administrative order which fails to contain such findings is ineffectual as a predicate of the order 20 63911086v8 530 sought to be enforced." Gentry v. Dep't ofProf'l & Occupational Regulations, State Bd. of Med. Exam'rs, 283 So. 2d 386, 387 (Fla. 1st DCA 1973); see also Hayes v. Monroe Cty., 337 So. 3d 442, 445 (Fla. 3d DCA 2022). Findings that are merely general conclusions parroting the language of the i statute or ordinance are insufficient as a matter of law because succlusions provide no way for the appellate court to know on judicial rcQ,,Y�ether the llp a, ii�w„ �oiooi� � conclusions have sufficient foundation in findings of fact. Ivanc; 46 So. 2d at 366 (citing City of'Apopka v. Orange Cty., 299 So. 2d 65///'( .4th DCA 1974)). The failure to make specific findings constitute ""�°�„�darture from the essential , i requirements of the law in and of itself. P aI om n of City of Jacksonville v. Brooks, 579 So. 2d 270, 272 (Fla. 1st"D'��o,1'991) (citing Irvine, 466 So. 2d at 366- 367). Most significantly, Flo ra��rovides that regardless of which party bears the burden ofp roof a city i/Jfai'ur�r r � to make adequate findings of fact constitutes a r000io departure from the ess�iooioi � requirements of law. Irvine, 466 So. 2d at 366; see also Brooks at 273-274 (finding no error in circuit court's ruling that commisg' d to present any record evidence in support of its decision to deny application). While the City at the March 9, 2023 meeting attempted to argue in rebuttal that there was police and fire review of the Master Plan, this Plan did not contemplate abandonment. (A:1646). The City Staff Report as it related to the Master Plan only 21 63911086v8 531 addressed how fire and police approved of the impacts of the Project with its then current or expected infrastructure and/or staffing levels and ignored any impacts the abandonment may have as it pertains to neighboring lots. (A:759-63). Simply put, it's apples and oranges. While the police, fire and emergency services may have i provided review and input as to their services to the Project, the recor devoid of r any evidence as to what the impacts may or may not be to neighrty and specifically 209 that will be losing significant access based ,' th&' b ndonment. The complete lack of detailed findings requires this C/�t� find that the essential lol, requirements of the law were not met. See Broolo 2d at 273; Irvine, 466 So. 41 dh 2d at 366-367.% C. THE DECISION ,r THE CITY COMMISSION IS NOT SUPPORTE SUBSTANTIAL COMPETENT EVIDEN,,, i. 'le Ahcation is Not Justified as there is No C fff etent Substantial Evidence Supporting "0"%%, ll of the Relevant Review Criteria for an "PI Abandonment. Theit°q�ia(((" et forth in LDR section 2.G.3(a) is determinative of why the Applil ,: Id not have been granted in this case. It provides in relevant part as noted above: Access. Does the subject land provide a legal means of access to a lot of record, subdivision, or development? Would the vacation of abandonment cause or result in a permanent stoppage, interruption, or an unacceptable level of service for the subject lot or on neighboring 22 63911086v8 532 lots, subdivisions, or developments with respect to police, fire, or other emergency services; or solid waste removal? The Staff Reports are the City's only effort at entering substantial competent evidence into the record. (A:702-804, 1094-1110). Florida law recognizes that the staff reports prepared by the professional planning staffs are considered,ubstantial competent evidence and satisfy the standard of evidence a governing, dy' rely on to support its decision. Hillsborough Cty. Bd. of Cty. Comm Ads v I dngo, 505 So. 2d 470 (Fla. 2d DCA 1987). Here, however, the Staff Re""'' are devoid of any evidence addressing whether vacation or abandorn " day cause or result in a permanent stoppage, interruption, or an una5pf`Olevel of service for the subject lot or on neighboring lots, subdivisions ;16r/d"„0pments with respect to police, fire, or other emergency services. (A:7�� 1094-1110). The City certainly knows of Ale its obligations to satisfy fapf ri a abandonment and obtained input from City r Engineering, Public Worksi ties, Planning and Zoning, and Public Utilities. (A:1107-1110). fhe Stiff Report even addressed the traffic issues related to these ��Illlllllllllllp��j��, moi abandonm ,` is t said nothing as to the determination needed that the abandonment would insult in an interruption or unacceptable service level of police, fire, or other emergency services for 209 or any other neighboring lots. (A:1085-1110, 1398-1423, 1646). While the City attempted to provide evidence in response to the arguments presented, it fell short. Indeed, while it provided testimony asserting that there was 23 63911086v8 533 review of the master plan, there was no testimony on any police, fire, or other emergency services impacts on 209 or any neighboring properties as a result of the proposed abandonments. (A:1645-46, 1688-89). Additionally, the Staff report considering the Master Plan provided no input as to the abandonments. (A:1003- 1010) 1468-75). ,,,,,,,,,f This constitutes a total failure to provide any competent lal evidence %i satisfying LDR section 2.G.3(a), which is necessary to approve abandonment. This failure to have any evidence that supporting the s H ction of this LDR section i,,,,��p must result in the denial of the Applicationli0l�pplication was approved without competent substantial evidence f��ece9sary element, the approval must P %ka �,, be quashed. ° VL CONCLUSION For the foregoing r°4son , tis respectfully submitted that this Court should %ian�o�moo,%i quash the City Comm i� ,Ordinance approving the Application, and for such other reg, an further d'� � and relief as this Court may deem appropriate under the circumst 7, Respectfully submitted, /s/ Beth -Ann E. Krimskv Beth -Ann E. Krimsky, Esq. Aaron Williams, Esq. GREENSPOON MARDER LLP 200 E. Broward Boulevard, Suite 1800 Ft. Lauderdale, Florida 33301 24 63911086v8 534 Telephone: 954.527.2427 beth- ann. krimskyk gmlaw. com aaron.williamskgmiaw.com Attorneys for Petitioner CERTIFICATE OF SERVICE I hereby certify that on this 7th day of April 2023, a copy of TeForegoing z/4". Petition was filed via the Florida Court E -Filing Portal on all coulal record and by email on all parties listed on the Service List below. POW/1", Service List: Michael D. Cirullo, Jr. Goren Cherof Doody & Ezrol P.A 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 Telephone: 954-771-4500 z/g/r" Facsimile: 954-771-4923 mcirulloLa)gorencherof.com)// Attorneyjbr Respondent 25 S3911086v8 535 CERTIFICATE OF COMPLIANCE Undersigned counsel certifies that TIMES NEW ROMAN, 14 pt., is used in this brief. By: /s/ Beth -Ann E. Krimsky Beth -Ann E. Krimsky, Esq. Florida Bar No. 968412 beth-ann.krimsky(r7,gmlaw.com clemencia.corzo(�)gmlaw.com r mor.avin &gmlaw.com Aaron. T. Williams, Esq. Florida Bar No. 99224 aaron. wi l l i ams(&gmllgw��,g ag ie.mctier &, mla,, 14 10 r r'° Dioopaiaaoo�� ,,,. 26 63911086v8 536 **** CASE NUMBER: 502023CA010518XXXXMB Div: AE **** Filing # 173704004 E -Filed 05/22/2023 03:46:48 PM BB QOZ, LLC, a Florida limited liability company, Plaintiff, u 209 N. FEDERAL, LLC, a foreign limited liability company, FDC ASSOCIATES, LLC, a Florida limited liability company, and F. DAVIS CAMALIER, Defendants. IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA CASE NO.: /iaorrrrriioial,i//// r� �irrrroo�ro��o/% i r Plaintiff, BB QOZ, LLC, a Florida limi, d°t illty company, ("BB QOZ"), by and through its undersigned counsel, files this its Cor int *inst 209 N. FEDERAL LLC, a Florida limited liability company ("209 N. FEDI; r"),a°''DC ASSOCIATES, LLC ("FDC"), and F. DAVIS CAMALIER ("CAMALIER") end it support thereof allege as follows: ' »,R,JSD1CT10N, PARTIES AND VENUE 1. P1, B QOZ, LLC, is a Florida Limited Liability Company, engaged in '0�pppu»i�� substantial a4d nonisolated activity in Boynton Beach, Florida, maintains its principal place of busine9f Florida, and is operating, conducting, engaging in, or carrying on a business in Boynton Beach, Florida. 2. Defendant, 209 N. FEDERAL, LLC, is registered as a Foreign Limited Liability Company in the State of Florida, is engaged in substantial and not isolated activity in Boynton Beach, Florida, maintains its principal place of business in Boynton Beach, Florida, and is Armstrong Teasdale LLP 1 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 537 FILED: PALM BEACH COUNTY, FL, JOSEPH ABRUZZO, CLERK, 05/22/2023 03:46:48 PM operating, conducting, engaging in, or carrying on a business and/or business venture in Miami, Florida. Defendant, FDC ASSOCIATES, LLC, is a Florida Limited Liability Company, engaged in substantial and not isolated activity in Boynton Beach, Florida, maintains its principal place of business in Miami, Florida, and is operating, conducting, engaging in, or carrying on a business and/or business venture in Miami, Florida. i6 � 4. Defendant, F. DAVIS CAMALIER, is operating, condu ti a in in or g g carrying on a business in Boynton Beach, Florida and/or has an offices r in this state. 5. The amount in controversy in this case exceeds ,$5, /0,0 f (�0, and the acts subject to this Verified Complaint occurred in Boynton Beach, fori nd therefore jurisdiction and 101, venue are proper in Palm Beach County, Florida.%%, 91 6. All conditions necessary to t � ng�g of this action have been performed, T'o,- occurred, or have been waived. oirora/// 'h, N. 7. Plaintiff has agreed, y,,t k undersigned law firm its reasonable attorney's fees and costs. GENERAL ALLEGATIONS 8 Tl '��i an action by BB QOZ to hold 209 N. FEDERAL, FDC, and CAMALIER oo�iiaoo�rll/� l, accountable r thr tortious interference, abuse of process and extortionate behavior related to %,,%i/oaii BB QC f arts to redevelop and revitalize a section of the City of Boynton Beach pursuant to the terms of its Purchase & Sale Agreement ("PSA") with the Boynton Beach Community Redevelopment Agency (`BB CRA"). This is nothing but a shakedown effort by CAMALIER and his entities, 209 N. FEDERAL and FDC, to hold BB QOZ, the City of Boynton Beach, and its residents' hostage in an effort to force an inflated purchase price for his adjacent property or 2 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 538 receive a portion of the deal/project to which he has no right. As a result of these extortionate and tortious acts and abuse of process, BB QOZ's ability to proceed with the redevelopment and revitalization of City of Boynton Beach has been jeopardized and BB QOZ has incurred substantial damages in excess of $500,000.00. The redevelopment and revitalization of the City ofBoynton Beach 9. Pursuant to the Community Redevelopment Act of 1969, the�RA was i, IF established in 1982 by the City Commission to undertake activities a s that would iro eradicate conditions of slum and blight in the Boynton Beach commiity. amain objective of the BB CRA was and is to spearhead new development and redee�rriMefforts that accomplish beneficial revitalization within its boundaries through' la°hpifg, redevelopment, historic Ads preservation, economic development and affordable ouAp o that the tax base can be protected re ' and enhanced by these mutually supportive ac ',vi %,,%j , 10. BB CRA is responsible xeand implementing projects within the BB CRA area, which spans 1,650 ac r i"'t astern Boynton Beach. Its mission is dedicated to serving the community and strikes toreate a more vibrant community. The BB CRA Plan guides '�%ian�o�m�oo�c%�, the agency to strategica ly, ecute a variety of redevelopment projects and programs that G'� encourage the rey'i4ikiizatior of Boynton Beach. One of the redevelopment projects is The Pierce Project (the "rode ). QOZ is a single purpose entity created by Affiliated Development, LLC ("Affiliated"). Affiliated is a national real estate investment and development company headquartered in Fort Lauderdale, Florida. Affiliated was formed with the goal of building mixed- use multifamily developments, like The Pierce, which target unmet demand and underserved areas such as the BB CRA area. 3 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 539 12. 209 N. FEDERAL owns real property located at 209 North Federal Highway in the City of Boynton Beach, Florida (the "209 Property") and currently leases it to The Boardwalk Italian Ice and Creamery, LLC ("Boardwalk Ice Cream") 13. The Project is located at 115 N. Federal Highway in Downtown Boynton Beach, including the associated parking lots located at 501 NE 1st Avenue and NE 4th Street, which have long been recognized as important components in the future redevelopment of tom° Boynton 0� Beach area. The much needed and desired development to Boynton Beac"1111111111111111,,I'll, 11 g affordable housing to the area, restaurants, retail, office space, and public 14. As detailed below, this transformative Project �orok,]W cit' ns of Boynton Beach is // a mixed-use redevelopment Project that will include 300 Xd-;ime residential apartments, as well as approximately 17,000 square feet of resta��nt, eta , and office space, and 150 public 'bK ��K parking spaces. 15. The Project has consisted /earl' years of work, including countless hours spent meeting with residents, businesses �mf�nity stakeholders, as well as city staff, to bring about a Project that will be catalytic fr easy oynton Beach - - The Pierce. This Project will cost $100 1 /1,, million dollars, generate ''llion in annual tax revenues, and create an economic impact north of $9 million per to hefp support, attract and retain east Boynton Beach businesses. 16. ,lin rtantly, it will provide 150 much needed workforce housing units to provide %„ i%roar Boynt residents with a class A living experience at attainable rents, which will help ease the burden for working-class households in Boynton Beach. As part of the Tax Increment Revenue Financing Agreement ("TIRFA"), Affiliated will rent 50% of the units at 80% - 120% of the Area Median Income ("AMI") for a period of 15 years following the completion of the Project. At the end of the 15 -year term, 30% of the units will be rented at the same AMI percentages for an 4 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 540 additional 15 years. At the end of the 30 -year term of affordability, 10% of the units will remain subject to the affordability requirements in perpetuity. 17. In addition, it will provide 150 public parking spaces, which will help support convenient access to nearby businesses and lead to the relocation of Boynton Beach dining and drinking `establishment', Hurricane Alley, who is relocating from the southern portion of the site to Boynton Beach Boulevard, pursuant to a deal BB QOZ has made with them that^k4l4s,40p ensure that this business (and their employees) remain in Boynton Beach foi also lead to nearly half a million dollars in public art improvements future. It will as committed to by BB QOZ.10/00/10 '�" 18. Overall, the Project has garnered overwhel ,,, in sd, frt. Several City Commission Add %P meetings have been standing -room -only comprise f%, rters of the Project, including the °gi�oc,, owners of Boardwalk Ice Cream", i.e., the o��ds the business located at the 209 Property, who are on record at public meetings voo/),the°r'support for this Project. As an example of the BB QOZ's investment in the local', Beach community, the Project investors will be substantially comprised of Sout4 Flor�da police, fire and general employee pension plans who are committed to investing w,,, ey serve. BB CRA awa d the Iiiroiect to BB OOZ and not CAMALIER or his affiliated entities. o �0/0/0, 19. f In around, September 2020, BB QOZ began actively pursuing properties that surrourfd?8 CRA owned lots, including 115 N. Federal Highway. 20. In or around, December 2020, BB QOZ submitted a Letter of Intent ("LOI") to the BB CRA Board and Staff advising of its interest in pursuing the BB CRA owned site, 115 N. Federal Highway, for purposes of building a transformative redevelopment project. 5 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 541 21. In or around March -June 2021, BB QOZ was informed that CAMALIER was interested in selling his city block property, 114 N. Federal Highway, which is across from the BB CRA owned site and his contiguous property, 209 N. Federal Highway, which is the property that is the subject of the suit. 6 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 542 22. Affiliated and CAMALIER had multiple meetings and calls whereby CAMALIER expressed interest in either selling or contributing (as equity) the 209 Property for purposes of building a project together with the BB CRA owned lots. 23. At that time, in an attempt to negotiate in good faith and at the request of CAMALIER, BB QOZ shared with CAMALIER its proprietary information (via email) with a specific caveat that the proprietary information be kept confidential. Unfortu on CAMALIER's subsequent actions, it was clear that CAMALIER was just,' information to arm himself to try and gain a competitive advantage so that he coulcV BB CRA owned FINk lots with another development group, Hyperion Development TVP yperion") and beat BB �oW/ QOZ to the rights to pursue the Project. MI 24. On or about June 8, 2021, CAM"" yperion (a joint venture collaboration) attempted to jump the line andc ireft, ve"ht/the Request for Proposals and Developer !arands MI 4, Qualifications ("RFP/RFQ") by submi�A a L "requesting the BB CRA Board to work with I" CAMALIER and Hyperion exclus I', B CRA owned site, largely based on the fact that CAMALIER, who was part o��th�eroposing entity, owned the properties at 209 N. Federal Highway and 114 N. Fede t Irm, Pway, and could contribute those properties towards a larger scale 9 project. Acopy of/ III1correspondence sent by Hyperion to BB CRA dated June 8, 2021 is attached IIIIII )W/r/ hereto as Ex it B CRA Board held a meeting on June 9, 2021 and, in response to Hyperion's June 8, 2021 correspondence, elected not to issue the Staff prepared RFP/RFQ to solicit proposals for the BB CRA parcel located at 115 N. Federal Highway. The BB CRA wanted to further explore the LOI submitted by Hyperion and CAMALIER, as well as to allow other developers, including Affiliated, to participate. 7 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 IF 305.448.4155 ArmstrongTeasdale.com 543 26. Notwithstanding and despite CAMALIER's efforts, on or about July 13, 2021, the BB CRA Board voted unanimously to reject the LOI from CAMALIER and Hyperion, and instead appropriately moved forward with a competitive RFP/RFQ. 27. On July 23, 2021, the BB CRA issued a RFP/RFQ for the acquisition and redevelopment of the BB CRA owned parcels. The RFP/RFQ Submittal due date was October 21, 2021. BB QOZ made its Submittal within the stated time frame. �6 28. On November 4, 2021, BB QOZ presented its Submittal the BB CRA Advisory Board. Additional submitted RFPs were made availe BB CRA Board l/%//IOOroll�ro��G�� J Members for upcoming presentation on November 9, 2021. �000� off, 29. On November 30, 2021, BB QOZ/Affiliate w cted in a landslide vote by the wn /,,; BB CRA Board over five (5) other bidders includi C� I and Hyperion. BB QOZ then /( / i, �%, proceeded to commence negotiations on agree e fthe BB CRA owned site for the Project. � 30. Shortly thereafter, BB QC��ceid a call from CAMALIER and Hyperion stating that BB QOZ needed to buy tt "own everything around it" because 209 N. FEDERAL, FDC, and CAMALIER FEDERAL, FDC, and CAMALIER had the Mayor reach out to BBQOZ vi - specifically asking that BB QOZ consider purchasing the 209 Property. The in nce was simple: you need my property to successfully proceed with the Project. � iii/oa/ �4lyperion, who had an option with CAMALIER to purchase the 209 Property, indicated that the 209 Property would no longer be suitable for Hyperion because BB QOZ won the RFP. Instead, Hyperion asked BB QOZ if it wanted to assume Hyperion's option to purchase the 209 Property. A copy of the correspondence from Hyperion to BB QOZ dated December 23, 2021 is attached hereto as Exhibit "B". Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 544 32. In or around January 2022, after signing a Non -Disclosure Agreement with Hyperion, BB QOZ evaluated the Agreement of Purchase and Sale between Hyperion and CAMALIER for the 209 Property and determined that the price was excessive for the actual value of the Property. In addition, BB QOZ determined that by assuming the purchase option and buying the 209 Property, it overcomplicated the already very complicated Project and presented multiple timing challenges. This business decision was explained to CAMALIER and Hy' ii. Once CAMALIER became aware that BB QOZ was not going to purchase ,Jhq/%' property and Hyperion had no incentive, Hyperion dropped the option and CAM A,�LTER� Pains the owner of the 209 Property. 33. Beginning in or around December 2021 t o gh''° pfy 2022, BB QOZ negotiated with BB CRA Staff and BB CRA Board at significar bo�*iple agreements necessary to move forward with the Project. The RFP/RFQ and,V 's agreements with the BB CRA and the City of Boynton Beach related to the Prat inOWe language that the Project will be subject to City Code, the master plan, and thes,§itO,tipl' 'approval process. Therefore, it was clear, as is the case in all public/private partnehip such as this, that BB QOZ's initial proposal would change as may be necessary in orde h& ply with the City Code and meet the requirements of the City of Boynton Beach. � ti�,,iiiiiii 34. f�Ong ne 7, 2022, the BB CRA Board entered into three (3) agreements including a Purcha-111111111 �o.evelopment Agreement, TIRFA, and a Parking Lease Agreement with BB QOZ/Affiliated. 35. On July 5, 2022, at a City Commission Meeting, BB QOZ received approval on all three (3) BB CRA and City of Boynton Beach agreements memorializing the details of purchasing the BB CRA owned site. 9 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 545 36. In or around September 2022, BB QOZ submitted for site plan approvals and participated in the site plan approval process with City of Boynton Beach staff and the multiple authorities having jurisdiction of the BB CRA owned site property and the Project. Meetings, site plan approval comments and review, coordination with Florida Power & Light ("FPL"), City of Boynton Beach staff, and other related entities were continuous. 37. Approval of the Project by BB CRA includes approval for three (3�4tions of abandonment of roads located near the parcels. Abandonment of Roads is, gg, d by Section Boynton Beach, Part III Land Development Regulations ("LDR"), ChdOFIE,��.rticle II, Planning and ZoningDivision Services Section 2.G.3. �r �U,,,,� 38. At a Special Planning & Zoning Public Me"inn or about February 6, 2023, M.%, /,; °„t BB QOZ received unanimous approval of the Site n�Planning &Zoning Development Board. All notifications and postings were m� oWNJ'm`0ro°'Neither 209 N. FEDERAL, CAMALIER o iol,, nor their representatives attended this m�g to Voice an appropriate objection for consideration by the BB CRA before it approved e it�lan. 39. On or about Fe `�o�-uaryt 21, 2023, the first reading of BB QOZ's updated zoning '� development approvals /�ity Commission commenced and again received unanimous approval. Bonnier "skel, "sq., counsel on behalf of 209 N. FEDERAL, FDC, and CAMALIER, moi ., pppp�u„y� and who at ote po t also represented Hyperion, was present at the public meeting and spoke to objectriN the road abandonment. Ms. Miskel also sent an email and letter stating case law and threatening a lawsuit. A copy of the February 21, 2023 correspondence from Dunay, Miskel and Backman, LLP is attached hereto as Exhibit "C". ]0 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 546 40. On March 2, 2023, counsel for 209 N. FEDERAL, CAMALIER, and FDC requested and was granted additional time to present at the upcoming March 9, 20203 public meeting regarding the Project. 41. On or about March 9, 2023, counsel for 209 N. FEDERAL, FDC, and CAMALIER presented for thirty (30) minutes to the BB CRA Board and the City Commission to voice their objections to the Staff recommendation of approval of three (3) applications forl °"Att nment of /4 // the Northeast Is' Avenue right-of-way, the north alley, and the south alley or around the BB CRA properties. �'" tfi coi��J 42. BB QOZ and BB CRA, in compliance with �'nsiered and presented fir competent and substantial evidence to support an express al mg whether the abandonment would result in "a permanent stoppage, interruptioi'�or ufiacceptable level of service for the /, F subject lot or on neighboring lots, subdivisio Ude' lopments with respect to police, fire, or other emergency services; or solid waste,ova° . 43. Despite 209 N. FEEAM'FDC, and CAIVIALIER's objections, the second reading of BB QOZ's developnt a pfovals again received unanimous approval by the Planning & Zoning Development 1�1 44. C,)(,4//'/" 209 N. FEDERAL, and FDC challenged the approvals by objecting to the abandme% of NE 1st Street, which is necessary for the Project, and claiming that the abandoseverely and detrimentally affect access to Boardwalk Ice Cream's business. This has no basis in fact and is simply frivolous. In truth, BB QOZ has been in constant communication with Boardwalk Ice Cream who has repeatedly been present at public meetings and has publicly supported the Project. Moreover, BB QOZ and Boardwalk Ice Cream have made arrangements for Boardwalk Ice Cream to continue its business at the Project. 11 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 547 45. Having failed to jump the line with his LOI, failed to secure the Project through the RFP process, failed to get BB QOZ to buy the 209 Property at an inflated price and failed to stop the Project from moving forward based on a bogus abandonment argument, CAMALIER shifted gears in order to either get his payday or get a piece of the pie. 46. This is not surprising because CAMALIER has a history of frivolous challenges to development projects, like the Project, where he has not gotten his way. In fac 0 million dollar verdict against CAMALIER's entity, Camalier, LP was affirmed , / nd regarding CAMALIER's interference with a development project by the Penrosq;///Grod*.&e CR -RSC Tower 1, LLC, et al. v. RSC Tower 1, LLC, et al., 429 Md. 387 (Md. 2Q 2/ 6 And 170. 47. To that end, on April 7, 2023, 209 N.D-filed a Petition for Writ of E IOW Certiorari against the City of Boynton Beach argui°,,,tiakpY"substantial, competent evidence to q/ support the City's decision regarding the th A lications of abandonment of roads was presented and as such, it was a departurerop, the§sential requirements of the law. In its Petition, 209 N. FEDERAL is improperly 0 a*�' kIni ' re -litigate the application for abandonment. , 48. In its Petition, 29/9 N. F DERAL states that road abandonments were not part of the Project's original pla", itted to the City of Boynton Beach. However, that is simply a self-serving stateql,2 09 FEDERAL, FDC, and CAMALIER are very well aware of the LOI, '/nq . RFP/RFP, a oval process as they were involved in the same proves themselves. 209 N. FEDE C, and CAMALIER also are very well aware that preliminary submittals are as a matter of course regularly revised during the submittal process to address and resolve issues raised I Respondent, City of Boynton Beach, filed its Response to 209 N. FEDERAL's Petition for Writ of Certiorari on May 17, 2023. The Response is attached as Exhibit "D" and fully incorporated herein for reference. 12 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 548 by the City and other public/private entities involved in these public/private mixed-use developments. To say otherwise is disingenuous. 49. As the City of Boynton Beach states in its Response, 209 N. FEDERAL blatantly ignores the record supporting the City's decision and is improperly asking the Court to reweigh the evidence. 2 209 N. FEDERAL's unfounded accusations are clearly outside the record and are solely meant to delay, harass, pressure, and extort BB QOZ. j r 50. 209 N. FEDERAL in its Petition also falsely asserts that -4i gsed the road r abandonment applications immediately at each stage of approval. It Was ntil CAMALIER, 209 N. FEDERAL, and FDC were advised that BB QOZ was nere9id in purchasing the 209 Property that 209 N. FEDERAL, FDC, and CAMALIER/ ppos(Y4),JHe Project. 51. The true purpose of the Petition and jen stems from BB QOZ's decision to not purchase 209 N. FEDERAL's Property aah°Ad price and thereafter taking a page from oi, CAMALIER's playbook to bring frivol gclai�'knowing it will delay BB QOZ from moving forward causing it substantial dafte, ting to shake them down and force them to overpay, make himJ o of the Project, ect a iin money to not protest. This extortionate behavior cannot Y P be countenanced and is a ble. 52. A§ *o exult o"'209 N. FEDERAL, FDC, and CAMALIER's calculated extortionate behavior, torious interference, abuse of process, bad faith filing and unreasonable conduct, effectiu13, 2023 BB QOZ has been forced to cease all pre -development activity, including advising all the construction and design professionals and consultants involved and engaged in the Project that they are not able to advance any plans or work until the Petition for Writ of Certiorari is resolved. 2 See City of Boynton Beach Response pg. 2. 13 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 549 53. When BB QOZ was awarded the Project, it promised the community, potential tenants, and public and elected officials certain expectations regarding timeframes for completion. BB QOZ's forced inability to meet these expectations solely occasioned by the calculated acts of CAMALIER affects its reputation in the very community that it seeks to redevelop and revitalize. 54. The Project contains a large amount of commercial space (17,000 square feet). BB 4 QOZ has been contacted by potential tenants, but has been unable to provide' definitive '00 timeframes for delivery of the commercial space. There is no way for BB",/,,Q _,determine the effect this delay will have on the viability of the overall Project from �"c' &n'§ku,&ion and financing perspective. 55. In addition, BB QOZ secured a line of credit financing ", t in the of the pre - Id development activity of the Project. Every day the rot delayed forces BB QOZ to incur additional interest, costs and expenses that " "°1V/Z'//Would not have incurred but for 209 N. FEDERAL, FDC, and CAMALIER's cal /0, j�ted Oftortionate behavior, tortious interference, abuse J of process, bad faith and unreason ct. 56. There is no legi'll" Ibasis to the challenge that is being made by CAMALIER, 209 N. FEDERAL, and 1 t the public, properly noticed, City Commission meeting, where 209 N. FEDER4)L�//�&�,t DC, "d CAMALIER were allowed to present their objections, the City a Commission �;Petei*incd, based upon the competent and substantial evidence, that access is not A' VIA, obstrucf(Ed, ted unanimously to approve the abandonment. BB QOZ, along with its partnership with BB CRA and the City of Boynton Beach, has the right to develop and operate the Project. 14 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 550 COUNT I — TORTIOUS INTERFERENCE (CAMALIER) 57. Plaintiff, BB QOZ, hereby realleges and reasserts the allegations contained in paragraphs 1 through 56 as if fully set forth herein. 58. BB QOZ has a business relationship relating to the development, ownership, and operation of the Project. Ai ffr %,, 59. CAMALIER knew of the business relationship as it was involve ikthe invest,,,,ment car i and development of building mixed-use multi -family developments that taet t%met demand and underserved areas within a specified market.�� 60. CAMALIER, by way of its business relation ip Mith 209 N. FEDERAL, in a calculated manner, intentionally and unjustifiably int`fe°f�tih BB QOZ's rights by, among ° 1, other things, proceeding with the development 0-1111, e t. 61. As a result of CAMALIER 'sou °ns, B QOZ has suffered damages. WHEREFORE, Plaintiff, BB requests that this Court enter a judgment in favor of BB QOZ for damage",�inding direct and consequential, costs, and interest, along with such other and further relic ed just, equitable, and proper. 'rooaioio,�oriooiooa„ 7UKT, 11— TORTIOUS INTERFERENCE a� (209 N. FEDERAL) 62.', Pla tiff, BB QOZ, hereby realleges and reasserts the allegations contained in paragrd'J*, gh 56 as if fully set forth herein. 63. BB QOZ has a business relationship relating to the development, ownership, and operation of the Project. 15 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 551 64. 209 N. FEDERAL knew of the business relationship as it was involved in the investment and development of building mixed-use multi -family developments that target unmet demand and underserved areas within a specified market. 65. 209 N. FEDERAL, by way of filing the Petition for Writ of Certiorari, in a calculated manner, intentionally and unjustifiably interfered with BB QOZ's rights to proceed with the development of the Project. 66. As a result of 209 N. FEDERAL's actions, BB QOZ has su ages. WHEREFORE, Plaintiff, BB QOZ, respectfully requests that, (,t is enter a judgment ,u in favor of BB QOZ for damages, including direct and conseJIq q, / 6sts, and interest, along with such other and further relief deemed just, equitable, 67. Plaintiff, BB QOZ, hereby gOand reasserts the allegations contained in paragraphs I through 56 as if fully seo k 11, herein. 68. BB QOZ has a lui,tnek ationship relating to the development, ownership, and operation of The Pierce. 69. FDC,*ne t'e business relationship as it was involved in the investment and 7/2/c///, development ildipg mixed-use multi -family developments that target unmet demand and a specified market. 70 ............. . �, FDC, by way of its business relationship with 209 N. FEDERAL, in a calculated manner, intentionally and unjustifiably interfered with BB QOZ's rights to proceed with the development of the Project. 71. As a result of FDC's actions, BB QOZ has suffered damages. 16 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 IF 305.448.4155 ArmstrongTeasdale.com 552 WHEREFORE, Plaintiff, BB QOZ, respectfully requests that this Court enter a judgment in favor of BB QOZ for damages, including direct and consequential, costs, and interest, along with such other and further relief deemed just, equitable, and proper. COUNT IV — ABUSE OF PROCESS (209 N. FEDERAL) 72. Plaintiff, BB QOZ, hereby realleges and reasserts the allegations ogntained in /iaorrrrriioiaA 1h, paragraphs I through 56 as if fully set forth herein. 73. 209 N. FEDERAL made an illegal, improper, or perverte ocess when it filed the Petition for Writ of Certiorari against the City of Boynton B4h., 74. 209 N. FEDERAL had ulterior motives or os in exercising such illegal, ZJ/ ot i 209 N. FEDERAL failed to improper, or perverted use of process. Specifically, it , %all, 404� I// b sell its 209 Property at an inflated cost, either t9,' 4'BB CRA, or Hyperion or when BB "th 0/%,0 CRA did not award the Project to CAMALIWd perion, or when BB QOZ refused to partner t with CAMALIER, that 209 N. FEDE IRA n to assert frivolous and unfounded objections to the Project, including the filing pf""th6*0ion for Writ of Certiorari. 75. As a result of 20TMw/IFEDERAL's actions, BB QOZ has suffered damages. I,% w, WHEREFO/EPI rt i , BB QOZ, respectfully requests that this Court enter a judgment r/ in favor of BB OZ"Ifox damages, including direct and consequential, costs, and interest, along with such' 'fiW further relief deemed just, equitable, and proper. COUNT V — EXTORTION (CAMALIER) 76. Plaintiff, BB QOZ, hereby realleges and reasserts the allegations contained in paragraphs I through 56 as if fully set forth herein. 17 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 IF 305.448.4155 ArmstrongTeasdale.com 553 77. Pursuant to Florida Statute Chapter 772 civil remedies exist for practices and actions that are considered criminal in nature. That Statute defines "criminal activity" as: a means to commit, to conspire to commit, or to solicit, coerce, or intimidate another person to commit: (a) Any crime that is chargeable by indictment of information under the following provisions. 78. One of the provisions referenced in Fla. Stat. 772.102(1)(a) is Section 836.05 relating to extortion. 79. Under Section 836.05, extortion is defined as: 66 11 Whoever, either verbally or by a written or printed communic410 i sly threatens tio maliciously threatens to accuse another of any crime or offense, or by such communkp..." �I "k an injury to the person, property or reputation of another,,,o)rp), aliab�" sly threatens to expose or to impute any deformity another to disgrace, or to expose any secret affecti or lack of chastity to another, with intent thereY' A money or any pecuniary advantage whatsoever, or with intent to compel 'on so threatened, or any other Ell person, to do any act or refrain from doing aha m,,a' " nst his or her will. 80. Pursuant to Section 772.104(1 evidence that he or she has been inj who proves by clear and convincing of any violation of 772.103 and the definition of criminal activity set forth in 772.t,',92'0,,cl'l.,S"ddssed above, is entitled to recover threefold the actual damages sustained as well as r44onabl" attorneys' fees and costs. khh./ 81. The actio AMALIER, as more particularly set forth in the incorporated paragraphs herei,51 pu efully and in a calculated fashion putting BB QOZ in a position that J11, �rlh 7,, if it did not a4ree its demands for an inflated purchase price of the 209 N. FEDERAL Property or let C01 IER have a piece of the pie, it would not allow BB QOZ to proceed with the development of the Project and cause immeasurable damage to BB QOZ, constitutes extortionate behavior as set forth under Section 836.05. 18 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 554 WHEREFORE, Plaintiff, BB QOZ, respectfully requests that this Court enter a judgment in favor of BB QOZ for treble damages flowing from its extortionate acts, reasonable attorney's fees and costs, along with such other and further relief deemed just, equitable, and proper. JURY TRIAL DEMAND Plaintiff hereby demands a trial by jury on all matters so triable. /iaorrrrriioia! ke r bring a claim tive damages JJiii,,,., 1= eRR BB QOZ reserves the right to amend its complaint to upon the proper showing. Dated: May 22, 2023. tted, NG TEASDALE LLP ►ra Circle, Suite 1250 Clrofral Gables, Florida 33134 telephone: (305) 371-8809 Telecopier: (305) 448-4155 By: /s/Nicole P. Planell Glen H. Waldman, Esq. Fla. Bar No. 618624 oiaioioiii iir% gwaldman(Leatllp.com '� Nicole P. Planell Esq. Fla. Bar No. 72325 ppppu/r nplanellL�atllp.com FOR SERVICE OF PLEADINGS: mialnief lingL&atllp.coin 19 Armstrong Teasdale LLP 355 Alhambra Circle, Suite 1250, Coral Gables, FL 33134 T 305.371.8809 F 305.448.4155 ArmstrongTeasdale.com 555 01 EXHIBI pow" hm 556 8 June 2021 888 Biscayne Boulevard, Ste. 101, Miami, FL 33132 19 West 5711 Street, New York, NY 10019 1 (o) 305.416.7550 1 www.hypdev.com Boynton Beach Community Redevelopment Association Attention: Mr. Michael Simon, Executive Director 100 E. Ocean Ave Boynton Beach, FL 33435 Re: 115 N Federal Highway Dear Mr. Simon, Hyperion Development Group (www.hypdcv.c0 m) is purchasing 114 N Federal Hi4h*a' a �9 N Federal Highway from long time property owner F Davis Camalier. In collaboration with to City�,,of Boynton Beach and local stakeholders we propose to combine the full blocks east and west of North Fe� Lighway into a cohesive sh master plan with a mix of uses including multifamily, office, hotel, retail, p " ift garage, restaurants with outdoor seating and ample green space (a preliminary indicative massing is attaclYp� To'' ards this end we propose to purchase the City owned property at 115 North Federal Highway on/pt6 vies and seek to assemble the rest of the privately owned sites in a manner which is sensitive to the nee6calowners. of � As soon-to-be owners of both 114 N Federal Highway and 2p NN e�1Highway, we are well positioned to make this a reality. As developer of a broader master plan we a snot", �nstramed by making each site work financially on its own, and can allow for careful, thoughtful planning ' cora both sides in a way that will best shape and enhance the urban experience. We would seek to cotyou, the CRA and the City of Boynton Beach to optimize the plan so that the Boynton Beach comity g ,the project it deserves. As important, we have the experience andfi�6dnci�`Iq/f ability to execute this vision. The partnership of our firm includes Winter Properties (www.whiter . `Novy York real estate investor and developer with a 100 year track record, and a related company of Stand' rdies, a privately held global industrial company with in excess of $613 in annual revenue. (www.,Stancla hi(l irC .corn). Project execution is assured through our experience. For six years I was President of ResidentiI'll,�lopment at Silverstein Properties in New York City, a developer, owner and manager of over 40 millio,uare feet of office, residential and mixed-use properties, and the firm that redeveloped the World Trade ( "gipW,Our leadership team has worked with me for years at Silverstein and elsewhere. Recently H erion in development on a large-scale mixed use project in West Palm Beach and has won an RFP compete f i for a large mixed use master plan in New York. We would welc me a ,oplfi>rtunity in the near future to get to know one another. This would include demonstrating our fmanciaFrc ct ciabilities in a more private setting to provide the level of reassurance you require. In the v meantim we r�°C�fully request that you postpone issuance of the RFP pending your having had an opportunity to become bier accjtzainted with our proposition. Thank you for your consideration. Sincerely, Robert Vecsler Principal and CEO, Hyperion 557 Scenario 1 - Preliminary Indicative Project Massing — Controlled Sites + City Site /iaorrrrrioial Vale 6" 558 Scenario 2 - Preliminary Indicative Project Massing — Full Assemblage 559 EXI f00270403.DOCX 1 560 December 23, 2021 888 Biscayne Boulevard, Ste. 101, Miami, FL 33132 19 West 5711 Street, New York, NY 10019 1 (o) 305.416.7550 1 www.hypdev.com Boynton Beach Community Redevelopment Association Ms. Thuy Shutt, Executive Director BBCRA 100 E. Ocean Ave Boynton Beach, FL 33435 Re: 209 N Federal Highway Dear Ms. Shutt, //400,0011/dkg Hyperion Group ("Hyperion") is in contract to purchase 209 N Federal Highway��FH") from long ,, time property owner F Davis Camalier ("Seller") through a purchase and,, le ag eemt ('SA" ). 1. Hyperion is open to working with all parties to assign the PSA on 2`29 NFto Affiliated Development, to the betterment of Affiliated's site pian and the Boeach community as a whole. We would endeavor to work expeditiously to elfect�w�psaction to the satisfaction of all. 0„%,IF / 2. We look forward to working with the Boynton Bea Ce City of Boynton Beach and the community on initiatives which can best positlo yoo successfully initiate and complete its development at 114/222 N. Federal Highw ;°��he benefit of the City of Boynton Beach and the community. Wishing you a Merry Christmas and loo kingwarworking collaboratively with you. %„l�% r Sincerely, ////'Zo7�� t Robert Vecsler Principal and CEOaerion�°� CC: %%O/%/////' Ms. LorirtVerriere, City Manager, Boynton Beach City Commission Mr. Andrew lack, Assistant City Manager Ms. Kathryn Matos, Assistant City Manager Mr. Jeff Burns, CEO, Affiliated Development Bonnie Miskel, Esq. 561 EXI A f00270403.DOCX 1 562 YUNAYGm y Dunay Hope cafficun chrWina Bkrfl6 M I S K 1010101 1111M 1111111. Biimn�e 04WM 5cou Backman Uwayinie Dickerson Cle Zachw ii ades Damll F. MiUpdge JeMey Schn6der BACKMAN EIA k Wfirian MaWifniv C scon �(I�pSwn woks Sara lhonnllncin February 21, 2023 Craig Pinder, Planner 11 City of Boynton Beach Planning and Zoning Division 100 East Ocean Avenue 4 Boynton Beach, FL 33435 oftl RE: The Pierce - Three Abandonment Applications Dear Mr. Pinder: EMERGE 11 M. M (0*vnetts, it tAtul� severely,?*4 ktrioe* ",,. ty-Ahea, -iii��!ct#* its tew 2 it's.* us it- ess—., t4liti**Al Slg*ific�-!*t i the abandonment criteria, as spe " p41 ction 2.G.3 of the City's Land Development Regulations ion 2,G.3 provides as follows: a. Access. Does the subj ct I d", vide a legal means of access to a lot of record, subdivision, or development? WoUl fj)j))Xn vacation of abandonment cause or result in a permanent stoppage, interruption, or an 14,20�ptable level of service for the subject lot or on neighboring lots, subclivision�/," devel'60ments with respect to police, fire, or other emergency services; or solid waste rem &va b. Util t, Qsubject land contain, support, or allow potable water, sanitary sew, or any other uti I able, telephone, electricity, gas, etc.), which would be permanently stopped or ......... . . . . . . I , or cause an unacceptable level of service to the subject lot or neighboring lots, su ivisions, or developments? c. Drai age and Wastewater Management. Does the subject land contain, support, or allow a legal means of drainage or wastewater management for such lot or on neighboring lots, subdivisions, or developments, which would cause or result in a stoppage, interruption, or unacceptable level of service? d. Conservation, Does the subject land contain, support, or allow the means for the conservation or 14 a, Ila. 4fl-p Stred, Suke,36, Uora VMton, FL 33432 IeL N61� 405-3300 [`ax: 1560 409-23411 wvvw drnbhlaw cuimrr 563 acceptable level of service for ... neighboring lots . . . with respect to police, fire, or other emergency services." Currently, ingress and egress to the Property is located on NE 1st Avenue, which may be acce.. e WWVMWb0*AAhA_1�14_#L that is immediately contiguous to our client's Property is not being abandoned, the balance of NE Ist Street will be, which currently serves my client's Property. Further, if emergency services are required, both East Ocean Avenue and East Boynton Beach Boulevard in order to access the property via NE 4th Street. Additionally, emergency responders may also travel southbound on Federal Highway. If the A lication is a roved and when con r i n f h Pr ............ ................ or other emergency services. 0enue, then immediately turn fi o e to access the Property. r WWI PF 0 KMAVMOM�&�PW� q"YT7:FM well in order to return in the direction they,,/,,/, to and from the Property. 10. onments, our client is entitled to several causes of action. 3A j 2. 'ev"No IIJ111 �1011111`1 Second, pursu4pt to iami v. Florida East Coast Ry. Co., the Florida Supreme Court held that an abutting owner will Wha se of action against another owner who is obstructing access or travel upon any 'Ibis cause of action allows the abutting owner to enforce its right of access for roadway vacatec1/r09,,,,dj%111T, purposes, /cifically, the Court stated that "the platting of land and the sale of lots pursuant thereto creates as between the grantor and the purchaser of the lots a private right to have the space marked upon the plat as streets, alleys, etc., remain open for ingress and egress and the uses indicated by the distinctively marks each roadway The Pierce seeks to abandon, roadways that have been servicing my client's Property for many years. Therefore, in addition to the City's obligation to compensate our client for the loss of a property right, our client may bring suit against the owner of The Pierce for deprivation of roadway access. TO,CSI W1405-33300 Fax�d56fl4019-2341 wwwAinbMaw.com 564 I a 17117m: I Tj- r # n1m., , -?pproval of these three abandonments, You may contact me at stho, or 561-405- 3363. Thank you and I look forward to hearing from you. �14 k-ara Thompson, Esq. cc: Ty Penserga, Mayor (by email) Angela Cruz, Vice Mayor (by email) Woodrow L. Hay, Commissioner (by email) Thomas Turkin, Commissioner (by email) Aimee Kelley, Commissioner (by email) Ovmu Amanda Radigan, Director, Planning and Zoning (by email) Michael D. Cirullo, Jr., Esq. (by email) Bonnie Miskel, Esq. (by email) % . ..... . . . (�)(CC, I4 S L 4flhi Suac '36, Roi,(:a Raton, 11- 1. 33432 Tel, � �56'� 1405-3300 -ax%fl 409-2341 wvvw dirnbWamcurn 565 566 1X4 567 1X4 568 1X4 569 1X4 570 1X4 571 1X4 572 1X4 573 1X4 574 1X4 575 1X4 576 1X4 577 1X4 578 1X4 579 1X4 580 1X4 581 1X4 582 1X4 583 1X4 584 1X4 585 1X4 588 1X4 587 1X4 588 1X4 589 1X4 590 1X4 591 1X4 592 1X4 593 1X4 594 1X4 595 1X4 596 1X4 597 1X4 598 1X4 599 1X4 600 1X4 601 1X4 602 1X4 603 1X4 604 1X4 605 1X4 606 FIRST AMENDMENT TO PURCHASE AlA1�tD DEVELQPMENT AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND DEVELOPMENT AGREEMENT (this "Amendment") is entered into as of September 13, 2023 by and between BOYNTON BEACHu COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes, with a business address of 100 East Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435 (hereinafter "Seller") and BB QOZ, LLC, a Florida Limited Liability Company with a business address of 613 NW 3rd Ave., Ste 104, Fort Lauderdale, Florida 33311 (hereinafter "Purchaser"). Seller and Purchaser may be referred to herein individually as "Farof" and collectively as the "Parties." RECITALS: WHEREAS, the Parties entered into that certain Purchase and Development Agreement, dated as of July 8, 2022 (the "A, eement"). WHEREAS, certain alleyway abandonments, which are an essential component of the Purchaser's site plan for the Project, are currently subject to a legal challenge from a third party pursuant to a Petition for Writ of Certiorari filed by 209 N Federal, LLC against the City of Boynton Beach identified as Case No. 2023 -CA -009318 (the "Cit,; Lawsuit"). WHEREAS, without waiving, releasing, diminishing or modifying any rights or legal arguments whatsoever that either Party may have with regard to the finality of site plan approval, the Parties have agreed to enter into this Amendment. WHEREAS, the Parties enter into this Amendment to modify and amend the Agreement, all as provided for in this Amendment. NOW, THEREFORE, in consideration of TEN & NO/100 DOLLARS ($10.00) and other good and valuable considerations, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows: 1. Recitals Cajjt4 ged Termsµ Conflict. The foregoing Recitals are true and correct and are incorporated herein by this reference, as if set forth in their entirety. Any capitalized term not defined in this Amendment shall have the meaning ascribed to such term in the Agreement. In the event of any conflict between the terms and conditions set forth in this Amendment and those set forth in the Agreement, the terms and conditions of this Amendment shall control. 2. Development Deadlines. The Agreement shall be amended and interpreted as follows: i. Section 21.3 of the Agreement is hereby deleted in its entirety and replaced in lieu thereof with the following: For the purposes of this Agreement, the term "Final Judgement" shall mean a final judgement rendered by a court such that the Petition for Writ of Certiorari filed by 209 N Federal, LLC against the City of Boynton Beach identified as Case No. 2023 -CA -009318 (the "Citi; Lawsuit") is definitively concluded and beyond all appeal. 4882-6646-9886, v. 1 36859001 607 a. If a Final Judgement is rendered within one (1) year after the date of this Amendment, the Parties shall proceed as follows: (i) If the City Lawsuit is resolved in favor of the City of Boynton. Bea pursuant to a Final Judgment that allows Purchaser proceed with its current site plan without modification, th Purchaser shall subrint construction documents and all. necessa applications to the City to obtain necessary building permits for t Project by that date that is one hundred twenty (120) days after Final Judgment in favor of the City is rendered. I b. If a Final Judgement is not rendered within one (1) year after the date of this Amendment, the Purchaser shall appear within four hundred twenty five (42 5) days of this Amendment (that is, one year plus sixty days (6 0) from the to of this Amendment) before the Seller at Seller's regularly scheduled board meeting to determine a revised deadline to submit construction documents and all necessary applications to the City to obtain necessary building permits for the Project. Such deadline shall be reasonable based on the status of the City Lawsuit and the scope of the Project, supported by information which may be provided by Purchaser justifying such deadline, and such deadline shall not be more than one (1) year from the to of Purchaser's appearance before Seller. 3. Qqqntew le. This Amendment may be executed in one or more counterparts and each executed counterpart shall, for all purposes, be deemed an original and shall have the same force and effect as an original, all of which counterparts together shall constitute in the aggregate but one of the same instrument. The parties may rely on signatures transmitted via facsimile or electronic mail. This Amendment shall become effective upon execution by all parties hereto. 4. Ratification. Except as specifically modified as set forth in this Amendment, the Agreement is ratified and confirmed as written and remains in full force and effect without modification, regardless of the outcome of the City Lawsuit and the Final Judgment. The sole purposes of this Amendment are to: (i) allow for the City Lawsuit to obtain a Final Judgement 2 4882-6846-9886, v. I 36MOOM 608 before Purchaser is required to submit construction documents and all necessary applications to the City to obtain necessary building permits for the Project; (ii) to provide a timeline for Purchaser to submit construction documents and all necessary applications to the City to obtain necessary building permits for the Project; and (iii) to provide a timeline for Purchaser to submit a Site Plan Modification Application, if required pursuant to Section 21.3.a.2, as that Section is modified by this Amendment. [signatures appear on following page] 4882-8848-9886, v. 1 36859001 609 IN WITNESS WHEREOF, the Parties have each executed and delivered this Amendment as of the date set forth above. PURCHASER: BB QO2, LLC Printed Nam Title: Autho'd $jMjqry Date: -....-9 b 1 1 [AZL WITNES .—P- - AL . . ..... .. ... ...... Printed Name: —(Jw_ SELLER: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ..'or . . .. ........ ........ .. . .. ........... . . .............. .. Printed Nre: Ty 10 1 00 Penserga Title: Chair Date: WITNESS: Printed Na Approved as to form and legal sufficiency: . . ... ....... CRA Attorney 4882-6846-9886, v. 1 368590vll 610 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 OLD BUSINESS AGENDA ITEM 14.0 SUBJECT: Status Update on Development Project with 306 NE 6th Avenue LLC for the CRA Owned Property located at 211 E. Ocean Avenue SUMMARY: At the June 13, 2023 meeting, the CRA Board approved the First Amendment to the Purchase and Development Agreement between the CRA and 306 NE 6th Avenue, LLC for a six month extension from May 9, 2023 to November 6, 2023, to submit a Major Site Plan application to the City for a container restaurant on a CRA -owned parcel located at 211 E. Ocean Avenue (see Attachments I - 11). At the July 11, 2023 meeting, the CRA Board requested a project update at their next available meeting (see Attachment III). An email was sent to Mr. Barber on July 12, 2023, requesting the status on the following (see Attachment IV): 1. Major site plan approval application submission dates and any meetings subsequent to 2. Development costs update (if different than previous) 3. Finance update (if different than previous) 4. Development timeline update On August 8, 2023, CRA staff provided an update to the Board that the development team for 306 NE 6th Avenue, LLC would need to submit a Major Site Plan application to Planning & Zoning by November 6, 2023 (see Attachment V). On October 12, 2023 CRA staff provided a reminder to 306 NE 6th Avenue, LLC of the November 6, 2023 deadline which was confirmed via email by Mr. Barber (see Attachment VI). A follow-up email and phone call was made on October 16th providing Mr. Barber additional clarification on the November 6th agenda deadlines and again on October 30, 2023 (see Attachment VI 1). On October 17, 2023, CRA staff sent an email to the City requesting an update on any meeting requests or site plan applications made by 306 NE 6th Avenue, LLC and City staff responded back that there were no updates or site applications submitted (see Attachment VIII). One final confirmation was provided by City staff on November 6, 2023 that no site applications had been made (see Attachment IX). 611 Background: At the March 9, 2022 meeting, the CRA Board approved a Purchase and Development Agreement (Agreement) between the CRA and 306 NE 6th Avenue, LLC for the CRA -owned property located at 211 E. Ocean Avenue. The Agreement outlined the terms and conditions for the redevelopment of the site into a 3,000 square feet full-service restaurant consisting of five shipping containers for the adaptive reuse of the historic Magnuson House. The Agreement was executed on September 18, 2022, after final legal review by both parties (see Attachment X). Pursuant to Section 21.a, the developer is required to submit their site plan application to the City's Planning and Development Department by January 17, 2023 (120 days from effective date). CRA staff sent several courtesy reminders to representatives of 306 NE 6th Avenue, LLC regarding the site plan application submittal deadline to Planning and Zoning and the option to submit an extension request if needed (see Attachment XI). On January 17, 2023, a representative of 306 NE 6th Avenue LLC submitted a permit application to the City's Building Department at 5:49 PM and at 5:55 PM, the permit application was rejected by the City due to an incomplete application (see Attachment XII). As a result, 306 NE 6th Avenue LLC was in default of the Agreement. The development team for 306 NE 6th Avenue, LLC had a pre -application site plan meeting with City and CRA staff on February 1, 2023. At the February 13, 2023 meeting, the Board moved to table the request for an extension to the May 9, 2023 Board meeting, which passed unanimously (see Attachment XIII). On March 15, 2023, CRA staff met with the managing members of 306 NE 6th Avenue LLC to review the site plan application process. The City's Planning & Zoning staff was able to provide further clarification on the site plan application process on March 28th which was forwarded to the development team. CRA staff received an email from Mr. Barber from 306 NE 6th Avenue LLC on April 25, 2023, requesting additional time to work with City staff on the site plan application process. This request was placed on the May 9, 2023 meeting, for the Board's consideration (see Attachment XIV). At the May 9, 2023 meeting, the CRA Board made a motion to extend the deadline to submit a site plan application six months from the May 9th meeting date. Therefore, 306 NE 6th Avenue LLC has until November 6, 2023, to submit the site plan application and as a result all other deadlines outlined in the development agreement would automatically be adjusted by the six month extension (see Attachment XV). Following the May 9th meeting, City staff sent an email to Mr. Barber clarifying the required process for the project (see Attachment XVI). CRA PLAN/PROJECT/PROGRAM: 2016 CRA Community Redevelopment Plan CRA BOARD OPTIONS: 1. The Board may direct legal counsel to issue a notice of default to the Purchaser. 612 2. The Board may direct staff and legal to draft an amendment granting an extension of the deadlines in the Development Timeline. 3. The Board may take any other legal action as determined by Board discussion. /_11 aVAR] :IJil=I'k&'5 Description • Attachment I - Location Map • Attachment II - Fully Executed First Amendment dated July 13, 2023 • Attachment III - July 11, 2023 CRA Board Meeting Minutes • Attachment IV - July 12, 2023 Email to Anthony Barber Requesting Information for August Board Meeting Update • Attachment V - August 8, 2023 CRA Board Meeting Minutes • Attachment VI - October 12, 2023 Email • Attachment VII - October 16 & October 30 Email • Attachment VIII - October 17 & October 18 Email with City Staff • Attachment IX - November 6, 2023 City Staff Email • Attachment X - Fully Executed Purchase and Development Agreement • Attachment XI - September 2022 - January 2023 Site Plan Application Reminders • Attachment XII - Building Permit Application Information • Attachment XIII - February 13, 2023 CRA Board Meeting Minutes • Attachment XIV - April 25, 2023 Request for Additional time • Attachment XV - May 9, 2023 CRA Board Meeting Minutes Approving 6 Month Extension Attachment XVI - May 12, 2023 Email from City Staff 613 12/21/22, 12:16 PM PAPA Maps DOROTHYJACKS H °� ,Y. n.,r.v�„ Wo vrhe« why roe , V""I eu+ https://maps. co. pal m-beach.fl. us/cwgis/papa. htm I?gval ue=08434528030040130614 — 12/21/22. 12:16 PM PAPA Maps 615 https://maps. co. pal m-beach.fl. us/cwgis/papa. htm I?gval ue=08434528030040130 FIRST AMENDWEN1 rO PURCHASE AND DEVELOPMENT AGREEMEN'T rhm NO AMNWmeM to Me Pwdusse and Deve1olprnent Atyret'erncmt ("Hisr Arncjridirntrit"h rs herOn OMW Mo iN and homwen the BypHars Denh Community Agenry as pulliflv,': agn"N crewd pursuant to Chaptm;^r 103, Pan HI, of Me I inda WuMs CIEUITITI 306 NE V Avowe I U,,, cu as dMkMpd wignee (WRChat SER"Y Indwiduaks, the SEU ER oit "URCHASER rinay ho iefen .w(J to hemil ins as 11party" and s Olk?dowey v,uiy be rek,*rii ed to her ein as the Partes." WHEREAS, the parAs pmWmBj eMered drat o a Pumhase and Devokspaient d,-Oet-1 Swrptvrnbei, 18, 2022 �Ihe "Agreernent"); and W,HLREAS, tl,�e paytpes desire to arviend pamgraph 2L a, of the Purdmsm and Deveh;xnent Agreemeni foran extemwn dMendmNsW of he ap;dwalbn tam GeNyK she phin yap, poWmAhe WOO; aind W11 IMEREFORE, in consWerMion of the mutwi` covenants, and piromises sct forlh hev6irs, the suMciencyof which bwh pants hereby acknoWedg, Ow Par Os agree as Wowsa L Kcar pomHom Re above recW,Ms aware hereby incemporaWd hemb as Why so famrr. AmwWmerd Myc AmeWwreMw Me Agmerneamt we shown as fofioww!! addubcms are slihown iin underlined forrnat; shown in su dkOhroirjrgh format Amendmeru to mg paha 21 Whe Agmemem. Paragraph 21 or Me AgmerneM OaH be amended as Wown F jjMjQf, PURCHAW is reqQed W addew the klowhg Rems dewr6ed Wow A thl SedWn (Wutkely, Om Wqcct Elernentey AchWvmwM cA Me Pmkd Elemems mum be documented in wrRing, and such synbng mum be pmvided to We SU LLR kqx)n comMetwn of each Rem a, Submiss*rr of appikation to the CRy for she Idan apprawfl fw the '•Ircrject within oryhundmcj QgQ tweoty (IA5j§Q) days Horn bdgjq,jQZj Owk*wwwe b AcNevernent of shwa pWn appmyW fm the Noject filrmi the City Mthin one hundred eughty (jp,()� days of submatal of as kwmW site pWn appkafion to the (Ay of Boynton Beach, Approval of Wancing for than Prqect hicluding the cwqwObn ban Gard pumamm fwawumg conirwiment kr as fonn ameonb4toSELLER inan ammo untsuf6dent todevehopthe PMWU onii,,°)r bofotcrcac6ving sae phn apWavaR frown the City. PURCHASER shfli prowde SELHAk pToof that Hw PMOMWA yoapapnpu thhh..rfI financQ cwmAmeM is either, a) ,upnod by an authnn2s, sj snip n,M (a r,y of=(Qhg Wt Me NoWn has been underwriter; hythe Lenderand that Lender tritevids onfinancing, thw Ptcwjs^eA, or b) that the entRy prr,woJkq,,,,!, the Ilmmarrraappent Sancti coryin'dUnent has the finand�,,,fl abihty to knid t,� �arjjj 616 lirst suh entity 4aten& tcfinaince the whir -h piouf must he li'a ai form ml'(.'x,ptalbk'� to S,L ( L 11 R, d In tho, meent that the adaptk(rreuse of Ahle Wippuhs(mt [Iousv k rrol possit)k' ghen �Iull�((' HA -S il 1q, rnay icursrm the remowfl cJ thr, hislori( designation, tIUWAIWJt must provide notice to, SIELLER it inlm',!nds to reu'mve the historic do0gmWon 'A least thirty (30) days Wow fc'�nridily oriilif)fiinp the pmcim to narnove the desil.ynation, NWCHASER nrjtrq r,erpcsl an ArnendnBrit V"ttfls Agreement to mrmwe the 1he adaptive reuse of the historic Magnuson House as a Ijrv,)pect I lerirm',mt aind pap riepiare it with an afternative Nrtllect Hement,, whlch request SELILEIR voflH riot unr.k iea,sona�,,�ly refuse so iong as the aftmative [Iroect HemrmI furthes the Boynton Beach UrA Fhed evelopment INanif'sawchn i"Ostoric. desi@uiaficm hs rernoved, then the Magnuson Hstiuscr may be, denu,flished or moved so long as SELLER Ims approved an aiternative Frroject element and this Agr eement has been amended to reflect the same, e, Submussiori of constrrjct'rori documents for the Proiect fi:) the City for a building permut withlin viunety (90) days of obtainkig liorrnanl site plan approvai, Noof of perrinit apphcaton and ajpjphcabkhrnpact fees paid wilt be provlded to the SELLUI UP011 SUbmission to the Oty, Upon City Muance of the bu0ding pen -nit as copy wHI be provided to SELLER. C hssuancc ol a Certificate of0ccupancyto be provided within twelve (12) mcn-rihs frapio wrin Ibudding penrk issuance, g Rubbon cuffing ceremony to occur within sixty (60) days of achiev�ing a Ler-fificate Of OCCUPWICIV General. Exciept as expressly set fo[th in this First Amendment, the Agreement is unmodified and remains in fuil loirce and effect, and ns hereby ratified and confirmed by the parties. This :Wst Amenckneint may be executed in a number of counterparts, one and all ofwlhuch shal!1 constitutethe agmement of the pwlk.ws, and each of which shall be deenied art orig4ial, Jo the extem of, any conf I icT betwe4m the Agreement a nd I h is First Amendment, th is Nst Art wndrnent sh a lh contr6l [REMAINDER OF THIS PAGE INTENTIONALLY BLANK) 617 {N WITNESS WHFIREOF, thr,, Pairfies h�)VQ fhks First Arnendilrno.,,,nila,,, of the of datc� �ndicated Mow, DEVE-LOPER: 306 NE 6"' AVENUE LLC . .... ..... . ... Pdnted Narne: T ifle: Managkig ME!Mber Da, t e: 02 N ESS Printed Narne M ESS: . . . ........... . ... ..... . P r mita i t e cl N as ry) e Approved as, to form and Ga gal suffidency... I= BOYNTONG EACH COMMUNHY REDEVELOPMENTAGENCY a, . . . ..... ..... .. . . . . . . Printe Name: l'y Flenserga Tut e: Chair WITNESS: C RA Attorney 618 Minutes of the Community Redevelopment Agency Board Meeting Held on Tuesday, July 11, 2023 at 6:00 PM City all Chambers, _100 E Ocean Avenue__ and GoToWebinar Online Meeting Present: Chair Ty Penserga Vice Chair Thomas Turkin Board Member Angela Cruz Board Member Woodrow Hay Board Member Aimee Kelley 1. Call to Order Chair Penserga called the meeting to order at 6:03 P.M. The Invocation was given by Board Member Hay. 3. Pledge of Allegiance Vice Chair Turkin led the Pledge of Allegiance to the Flag. 4. Roll Call Thuy Shutt, Executive Director Tim Tack, Assistant Director Tara Duhy, Board Counsel Tammy Stanzione, Deputy City Clerk Ms. Tammy Stanzione, Deputy City Clerk, called the roll. A quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda Vice Chair Turkin requested to move Item 15C up. Board Member Kelley noted they tabled Item 11A. CRA Executive Director Thuy Shutt noted the item is tabled and will include the notation in the future. Vice Chair Turkin asked for an update on 211 E. Ocean. Ms. Shutt replied that the agreement has been forwarded to Mr. Barber for him to sign. It has still not been executed to date and they will continue to reach out to Mr. Barber. Ms. Shutt noted they will bring the item back. Motion: Board Member Hay moved to approve the agenda, as amended. Board Member Cruz seconded the motion. The motion passed unanimously. 6. Legal 619 Curfman, Vicki From: Nicklien, Bonnie Sent: Thursday, July 13, 2023 10:37 AM To: Shutt, Thuy; Anthony Barber Cc: r@subculturegroup.com; Tack, Timothy; Curfman, Vicki Subject: RE: Signature Request - 211 E. Ocean Avenue First Amendment II-Nii Anthony, We received the executed document for the First Amendment. II have saved it to your file. Please keep in mind we willl need the information below no Ilateir thanJuly 25tr' in order to irnalke the agenda Ipacket for the August Stn imeeting. 3 o r i� n l ::! IlNfl �u l l li e rn u �nlraintr "ruga;@ 14::.>rcu,e^ ft tirlai n geu 3o''lyntorll Beach 0��,U" irkRII.pIY.NII'l':"'� Agency, 100 II::::.. 110cean A d&� Nrirymtoru Beach, l::iorida 334`35 �� Il�,lur N lu�r.u'rlltrtrukrkrll.p.,u^�r lhttpsu//www.boyntonbeaclhcra.com Ir BOYNTO ��II11J�J�lJJJJJJIIJJJJIllp1JJ)� ' ou �Illllllllllllllllllllllllllfllllllllll E 11 f�� !C11T IIIV EOPMEAGENCY America's Gateway to the Gulfstream [11!3 se Lwe w�I,vii ui that l!a'I'3:kia ha!r a bro�a(� i p�p.ulnk rer�orcls la il�idv arid all to m�::I iii,tua em ffl rnr ry be su bjei�!t to lurr:;lr;,,r� nur� ^.l_uuudl r [:Ioruda r'& md:s leu"�Ar„ r?tnaH aii�:kire ses "ure pubHc ,wra-W r e -maul o)rnrnuuu°ftatkm and tOUr n_ur"u nrlru��ruuswe subject t%,: public ds to ure . From: Shutt, Thuy <ShuttT@bbfl.us> Sent: Wednesday, July 12, 2023 4:41 PM To: Anthony Barber <atbarber@troysbbque.com> 620 Cc: r@subculturegroup.com; Nicklien, Bonnie <NicklienB@bbfl.us>; Tack, Timothy <TackT@bbfl.us>; Curfman, Vicki <CurfmanV@bbfl.us> Subject: RE: Signature Request - 211 E. Ocean Avenue First Amendment Importance: High Good afternoon Anthony, Last night at the CRA Board meeting, the CRA Board requested an update or report on the project's progress from your team to be submitted for their review at the August 8, 2023 CRA Board meeting. You do not need to be at the meeting and it can be a written report that references the milestones in the Purchase and Development Agreement, specifically: 1. Major site plan approval application submission dates and any meetings subsequent to 2. Development costs update (if different than previous) 3. Finance update (if different than previous) 4. Development timeline update Please note that we still need for you to execute the First Amendment to the Purchase and Development Agreement. I have attached both in this email for your convenience. Thank you. I..hp.u'!V ShUtt,, A, lAli,, F R 4 R e cw.,Nla e If::iiva,a.Goir l3d:.,int(m Beach I.. onIirniI.,&nII' a Il11:X II.)o I, au'u +''h,ii . I Illoy ntirra Beach, 33,135 , 561 600 9098 IJ Sh utt l @lrk :Lu..0s https://www.boyntonbeachcra.com " uuulumu B E �A CCUMUNirr Iit va c America's Gateway to the Gulfstream lila°eaW be !ad,iiia'd?a.J that []orkia has a bn°:aad f:W bh( rd_"cc)rds la`hdv all"dd 'all c orr!:,""aponC.IY'a"nc to rn °,,/ a erin1:0 II'Illi&�( be sIiub':'1d'.:I. No aiHiscd°: sus re. I,_urider Il:l%)Hda ir&zonu is lzroi,„ era aflu l addli-E!sses are pubhc Il e::ords,, l herefore, your e-mail co niruul ulrnu :'uflon au.11d your e -_maul address ua'aray be ruuf4!:?1i b) Prul:lul:::iisiil o u.,ur . From: Nicklien, Bonnie <NicldienB@bbfl.us> Sent: Monday, July 10, 2023 8:35 AM To: Anthony Barber <atbarber@troysbbque.com> Cc: Shutt, Thuy <ShuttT@bbfl.us> Subject: RE: Signature Request - 211 E. Ocean Avenue First Amendment II -fu Anthony, 621 Touching base on our signed agreement. Nease l�et us know the latest on getting your signature., BonnieNicWien Grant andP��e!A Nlana:uer BoyntcnBeach E'ornmunityRedeve|mpnnentAgency 100E.110cean| BoVntonBeach, F|orida 31435 �56l-6O0 9090 | m�� 5G1-��Jc��58 IOYN I)PIPPIPTI Iffil BE CCHMUNirr Ac,+Ncy America's Gateway t0the Gulfstream P|ease L�e a�I,iiisedthat F|ori�la has a bmmd pub|ic records |aw/and aU mornespmndenceto mevia ennai| nn�::Yit be subject to discklsupe,UnderF|mr[iareomnds|aw4ennai|addressesare pubUonecor�ls,Th112refmr12,youre'mai|and �oure'mai|addnessnnaybesub]ecttmpubUcdisc|osune� From: Anthony Barber Sent: Wednesday, July U5'2U232:42PM To: Nick|ien' Bonnie Subject: Re: Signature Request - 211 E. Ocean Avenue First Amendment Will do Thankyou On Jun 30, 2023, at 9:25 AM, Nicklien, Bonnie <NicklienBC&bbfl.us> wrote: Morning Anthony, Just following up Can you please sign and return the agreement today? 622 !3o n ur k,!,r IINflk 1 Ii e n Gii, ants saimJ ��Iri:Oct PQM .eur `ger Boynton Beach 1;cwnrn1uinutv i erPili'y 1.00 I)o2ain A''ae, II V oajn ut an a Be uN is Il: ld urhd a 31!135 5 1 61100•90a:)O 566 "37 3258 iuN h 11i urV: 9tt .11 d.0^µ Ihttps://\nrww.boyinton beachcira„com America's Gateway to the Gulfstream d ;i.�.aa°d be wiad 'iiV sed; that Iarkia kraus aV bN^tlamd �:iubhc rd"'N;;,orli s wiv a.VI1Vtl:l all d. )rresporVd rIN"io ti') rVre ''hrna.V dsVrValOI IimV,: v e °wu bV.INra"ct u) kq nd":"ll Rllrl' ,I.UII INl V" ': lIorida;VII Y p onI!1:1 laV'4/Pw peV"V afl8 aN3d;°idil it s sV?s are Adl lBN: IYN''"Nod; s. HIIereforl „'h1tl;°Nur e-nia it cm'IfIIrVIIIVII"IIIId:ii;,8flon c;WV,.11d it'ok.,w e-rka:d11 zNddress 1inV a:a''i/ be sVth"�s" N 611ic x111 sl'ld:,p^sq.,we. -----Original Message ----- From: Nicklien, Bonnie Sent: Tuesday, June 27, 2023 1:10 PM To: Anthony Barber <atbarber@troysbbque.com> Cc: Shutt, Thuy <shuttt@bbfl.us> Subject: RE: Signature Request - 211 E. Ocean Avenue First Amendment That's fine. Just sign and strikeout Rodney's name and print your name in its place. Thank you, Bonnie -----Original Message ----- From: Anthony Barber <atbarber@troysbbque.com> Sent: Tuesday, June 27, 2023 1:07 PM To: Nicklien, Bonnie <Nicl<lienB@bbfl.us> Subject: Re: Signature Request - 211 E. Ocean Avenue First Amendment Bonnie, Hello I think this needs to have me listed and not Rodney as I have controlling interest. Please advise. Thankyou 4 623 Anthony Barber > On Jun 26, 2023, at 10:38 AM, Nicklien, Bonnie <NicklienB@bbfl.us> wrote: > <23_0602 First Amendment to the P&D_Final_CRA Board - Signed by CRA.pdf> 624 Meeting Minutes CRA Board Meeting Boynton Beach, FL August 8, 2023 8. Announcements and Awards - None 9. Public Comments The public comment section of the meeting is for public comment on items on the consent agenda or items that are not on the agenda. For items on the agenda, the public will be given an opportunity to comment at the time each item is considered. Each speaker will be given a total of three (3) minutes to comment; however, the Board retains the right to reduce the number of minutes prior to the start of public comment. Persons making public comment may not assign or donate their public comment time to another individual to allow that other individual additional time to comment; however, any persons requiring assistance will be accommodated as required by the Americans with Disabilities Act. Prior to addressing the Board, please go to the podium or unmute your device when prompted, and state your name and address for the record. Chair Penserga opened public comments. No one came forward to speak. No virtual comments. Chair Penserga closed public comments. 10. Consent Agenda A. CRA Financial Report Period Ending July 31, 2023 B. Approval of CRA Board Meeting Minutes - July 11, 2023 Motion: Board Member Cruz moved to approve the Consent Agenda. Board Member Hay seconded the motion. The motion passed unanimously. 11. Pulled Consent Agenda Items —None 12. CRA Advisory Board A. Pending Assignments 1. Discussion and Consideration of Draft Scope to Amend the 2016 Community Redevelopment Plan (TABLED 06/13/2023) B. Reports on Pending Assignments Chair Penserga stated the items continued to be tabled. 13. Old Business A. Status Update on Development Project with 306 NE 6th Avenue LLC for the CRA Owned Property located at 211 E. Ocean Avenue. Ms. Thuy Shutt, Executive Director, introduced the item. She noted Mr. Antony Barber indicated he would attend the CRA meeting in person, but she did not see him in attendance. She added it was a status update on the project, but they have until October according to the Purchase and Development Agreement. K 625 Meeting Minutes CRA Board Meeting Boynton Beach, FL August 8, 2023 Chair Penserga asked about the most recent communication with Mr. Barber. Ms. Shutt said they reminded Mr. Barber and the team they need to submit a Major Site Plan application to Planning and Zoning. She noted they have confirmation no pre -application or application has been completed since the execution of the agreement. Chair Penserga asked about the October deadline. Ms. Shutt said six months from May 9, 2023 so she clarified it would be November 9, 2023. There were no additional questions from the Board. B. Quarterly Progress Report from BB QOZ, LLC for the 115 N. Federal Highway Mixed Use Project (aka The Pierce) C. Annual Progress Report from BB QOZ, LLC for the 115 N. Federal Highway Mixed Use Project (aka The Pierce) Ms. Thuy Shutt, Executive Director, introduced items 13B and 13C together. She introduced Ms. Kemissa Collins. Ms. Collins, Affiliated Development Project Lead, introduced herself to the Board. She began the presentation reviewing the following: Development Deadlines; and Annual Report Updates. Mr. Jeff Burns, Affiliated Development CEO, provided additional background and updates on the ongoing litigation. He said it is currently in the hands of the courts and they feel strongly they will be successful. He said they proactively reached out to the CRA in May to explain their position and seek confirmation they are on the same page as partners. He noted they requested staff's position on the matter and did not hear back. He asked Ms. Shutt if they would be in violation of the agreement if they did not submit for their permit by the Friday deadline. Ms. Shutt directed the question to Ms. Rossmell but noted they are open to working with Affiliated Development and it is up to the Board's discretion. Ms. Rossmell noted Ms. Shutt cannot provide a position on Board legal questions. She advised Ms. Shutt not to answer Mr. Burns' question. Mr. Burns stated that someone they have a legal relationship with received a phone call from Ms. Shutt indicating they would be in violation of the agreement if they did not submit by the deadline. He said they are getting mixed signals. He said they are looking for Board direction on whether they are obligated to submit for a permit when there is a legal challenge not fully vetted or defined. Chair Penserga summarized the legal situation and possible solutions. Ms. Rossmell said, with Board's direction, she could work with counsel for BB QOZ, LLC and bring back an extension at the next meeting. She said an extension would be acceptable and staff's recommendation is an extension for up to a year. Board Member Kelley asked about the approved site plan. Ms. Rossmell explained that the site plan is approved but Affiliated's position is that moving forward with a site 3 Nicklien, Bonnie From: Anthony Barber /atbadbe/@troysbboue.com> Sent: Thursday, October 12,20238:31 PM To: NicNien.Bonnie Subject: Re: 211 E. Ocean Avenue Project Update Will do! Thankyou On Oct 12, 2023, at 11:10 AM, Nicklien, Bonnie <NicklienB@bbfl.us> wrote: Good Morning Anthony, | hope this email finds you well! Friendly reminder, the site plan application deadline for 211 E. Ocean Avenue is due November 6, 2023. Please keep us posted on your submission. Also, as of October 11, 2023— please direct all emoi|s and project updates to our Assistant Director, Tim Tack oc'donthis email and also available onthe phone ot561'60U'9U91. Please reach out with any questions. Best Regards, Bonnie Bmnnie NickUen 11�rant and Pro�ectPii/�anager 0o9nton�eechCommun|tyRe�eme|��rnentA�encV l0]E,01ceanAxe, | �3oipnton Beach, F|Prido 33435 561-600-9090 | 56]-737-3258 0icHenB0:i 1313�:Lus | https�//vwwvw.lboyntmmbeachcra.comm America's Gateway to the Gulfstream P|case -)e advisedthat F|orida has m broad puhiUc reconds |avvand aU oorrespmndenoetm mewia ennai| nnay be sub]eottm d[sdmsure,UnderF|oridarecmnds|am�,ennai|adclressesare[)uMicreands.There6mre, Voure'mai|communicationand ywure-mai| address ii -nay N? yubjentto pmbUcdisc|oyure. 628 Nicklien, Bonnie From: Nicklien, Bonnie Sent: Monday, October 30, 2023 11:54 AM To: Anthony Barber Cc: Tack, Timothy; Utterback, Theresa; r@subculturegroup.com; Vicki Curfman Subject: RE: 211 E. Ocean Avenue Project Update 11ii Anthony, Creat .seeing you at Pirates Fest this weekend l II wanted to send a friendly remiindeir that the project update for 21.11::. Ocean Avenue will l appear on the November 1.3tn Board agenda. 'rhe meeting willl The held on Monday (vs. our regularTuesday) at 6:00 IPM. The Board has asked that you attend in. -person to (provide an update. Please (keep us posted if you will be submitting a site pllan appllicadon prior to the November 6r" deadllirne and we will include that information in the agenda (packet materials. Feel free to reach out with any questions in the meantime. From: Nicklien, Bonnie Sent: Monday, October 16, 2023 9:26 AM To: Anthony Barber <atbarber@troysbbque.com> Cc: Tack, Timothy <TackT@bbfl.us>; Utterback, Theresa <UtterbackT@bbfl.us>; r@subculturegroup.com; Vicki Curfman <CurfmanV@bbfl.us> Subject: RE: 211 E. Ocean Avenue Project Update Morning Anthony, Your project will also be included on the November 1.3t" CRA Board agenda (which is on a Monday vs. our regular Tuesday) at 6:00 PIM, We will publish the agenda end of day on November 6"' which is also the site application due date so please (keep us updated on your sultnrrnissiion. The Board has asked that moving forward anyone speaking on agenda items to please attend in-person due to some audio complications with virtual attendees. II will l reach out closer to the 6`" for an update. 629 From: Anthony Barber <atlbairlbeir. _ rc�yslblbgue.coirn> Sent: Thursday, October 12, 2023 8:31 PM To: Nicklien, Bonnie <..N[.cl�lfig.n[ _ .Ib.b ll..:_u_.s> .... Subject: Re: 211 E. Ocean Avenue Project Update Will do! Thankyou On Oct 12, 2023, at 11:10 AM, Nicklien, Bonnie <,�V .chl.i n1.3 .IbIbfl...u.s> wrote: Good Morning Anthony, I hope this email finds you well! Friendly reminder, the site plan application deadline for 211 E. Ocean Avenue is due November 6, 2023. Please keep us posted on your submission. Also, as of October 11, 2023 — please direct all emails and project updates to our Assistant Director, Tim Tack cc'd on this email and also available on the phone at 561-600-9091. Please reach out with any questions. Best Regards, Bonnie 3 o n in 1::!:^, IIN, li::;Hi e n pu~ruints aind Il3ro.ie:::1 rlainager lul�:r''vrutonil Beach d..o ri,nnusV.uHl v # " BoyntonV:�:wa h,, [: Iork![:i 33' l 100 I . it �. +. ��!� V 4 i;,,� 561 600 I90 561 73 3258 NficN i urV'''u@lul;ul:N u.u^ Inttps://www.lboyintonbeachcira.com America's Gateway to the Gulfstream 2 630 P|case -)e advisedthat F|orida has m broad puhiUc reconds |avvand aU oorrespmndenoetm mewia ennai| nnay be sub]eottm d[sdmsure,UnderF|oridarecmnds|am�,ennai|adclressesare[)uMicreands.There6mre, Voure'mai|communicationand ywure-mai| address ii -nay N? yubjentto pmbUcdisc|oyure. 631 Nicklien, Bonnie From: Radigan, Amanda Sent: Wednesday, October 18, 2023 9:56 AM To: Nicklien, Bonnie; Temple, Adam N. Cc: Tack, Timothy; Utterback, Theresa Subject: RE: 211 E. Ocean Major Site Plan Application Deadline Bonnie, We have not received any meeting request or submittals since the last update. 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From: Nicklien, Bonnie <NicklienB@bbfl.us> Sent: Tuesday, October 17, 2023 2:57 PM To: Temple, Adam N. <TempleA@bbfl.us>; Radigan, Amanda <RadiganA@bbfl.us> Cc: Tack, Timothy <TackT@bbfl.us>; Utterback, Theresa <UtterbackT@bbfl.us> Subject: 211 E. Ocean Major Site Plan Application Deadline Good Afternoon Adam and Amanda, As you may recall, the deadline for 306 NE 6th Avenue, LLC to submit a Major Site Plan application for 211 E. Ocean Avenue is quickly approaching on November 6th CRA staff is to report back to the Board with a project update at their November 13th Board meeting. The agenda publication date is November 6th Can you please let us know if you receive a Major Site Plan application between now and the 6th? Also, can you confirm if you have had any meeting requests from their development team since their last project update to the Board in August 2023? Thank you for your time and information! 632 Best Regards, Bonnie Bonrk! IINflckllicn 113raints and FlrizajeNft P114ainager Boynt(�)rii Be!ach Coriunluinity Agency 100 E. Ocean Ame, � N.rijimton Beach, Morkia 33435 561 600 9090 l f 561 737 32S3 bb Ras https.//wwAl.boyntonbeaclhcra.com America's Gateway to the Gulfstream Phaso be adOsed WUH&da has a Mad public roxwds Wvv and all corrcspondi�;!ricc tc� rne'via =aHl inua,11111 bc, tizu cfisc[osure,11, hndJer HoHda recwAs law, emmil aWeves me pubhc records. I hervfare, yow-e-MI cmnniunicaUan and yoNr e -n aHl w1dress in Vay'be s7to Vbkc Vre, 633 Nicklien, Bonnie From: Temple, Adam N. Sent: Wednesday, October 18, 2023 9:03 AM To: Nicklien, Bonnie; Radigan, Amanda Cc: Tack, Timothy; Utterback, Theresa Subject: RE: 211 E. Ocean Major Site Plan Application Deadline Good Morning Bonnie, I'm not aware of any update at this time, but Planning can definitely confirm the status by 1116. Very Respectfully, I F-1 ' ' - d.-h,,dMqrar ie ruin°.a c �111!tii,ssus&au,. t wp.t,y h4 rur rger ch,r P�I�r'L�:l ur wr r ° Office e '11/1.eulun AJci cssa ::. I!3o.x 3UJIi I !3o'1Vnb:urr Vneac!:lu, II noMa 334'wu' :°;wLlltrul „!!ull uh�rgd�grdu.:.p.0��.� � II : ua Ii�ry!uru iIrdr. BuyrrA.orr Beach, I: IIm r:.irr 3335 IIS 6 .p. 7 i 'I 1151 11,II:'I � �IMid. pu�itr.a�i:+cru kuead pu rrrf»/ 01 [)qe se be a::::�!b^hPu edthat [!T113rkJa haa briirad rw bk� i rl:oXds Vavoi arid aIV &.O ME? „�Ja INI Iraq rr'UPI/ bEll td; :xi [::Ior°gda V'a`c wW'q'I!; In%'IP$r,„ I?r"naH aII'�I�JUN's„IN's „ue pa..&bkc records,, ffiiilirild4Dri,2,. 111DUr I7_rYMH C Or•V' MIIUV"ft3flCM ar"r(j tpwu.I,„-rru aJ(Jrss arurW, be subject to publr X From: Nicklien, Bonnie <NicklienB@bbfl.us> Sent: Tuesday, October 17, 2023 2:57 PM To: Temple, Adam N. <TempleA@bbfl.us>; Radigan, Amanda <RadiganA@bbfl.us> Cc: Tack, Timothy <TackT@bbfl.us>; Utterback, Theresa <UtterbackT@bbfl.us> Subject: 211 E. Ocean Major Site Plan Application Deadline Good Afternoon Adam and Amanda, As you may recall, the deadline for 306 NE 6th Avenue, LLC to submit a Major Site Plan application for 211 E. Ocean Avenue is quickly approaching on November 61n CRA staff is to report back to the Board with a project update at their November 13th Board meeting. The agenda publication date is November 61n Can you please let us know if you receive a Major Site Plan application between now and the 6th? Also, can you confirm if you have had any meeting requests from their development team since their last project update to the Board in August 2023? 1 634 Thank you for your time and information! Best Regards, Bonnie M:mnhP�fickhen Grants and FlrcajekJ;P, N,Ianage� Bolpitain Beach 11„orrnnurdty Redewdoprwnt Agenq 100 E. Ocean Pwe,, Bs!rImton Bea��h, F!landa 33435 1�., 5&1 600 9090 561 73,7 IZ58 lhttps.//www.boyntonbeaclhcra.com F -I - America's Gateway to the Gulfstream Please be advised that Hodda has a Soad pubUc rewdslaw and all correspondence to me W email rnwV be subjct to disdomwEUnder MA"eards lama ernall addresses ive puNk rex�irds, � hii�"refore, 4��oui, e mifll c4!�wrimurflcaflon and vv u e-rmr : H addu ess rnwV be subld to public dicksure, 635 Nicklien, Bonnie From: Radigan, Amanda Sent: Monday, November 06, 2023 10:20 AM To: Temple, Adam N.; Nicklien, Bonnie Cc: Tack, Timothy; Utterback, Theresa Subject: RE: 211 E. Ocean Major Site Plan Application Deadline Confirmed @ I F -I ' -' Ilrl,uuna.nuudl;n II"I nd gain, VII.:P„ II I II: I /)IIP C' irectiI;,)r, II"l all'°alr lillng & '?'° N:ullng h/eIrrpriiii der`Iiit, fu an niii, 'ng„ uµ" "'. 11"8gT rdlaII nxIW")O.� 3V"0. 310 W�r1IINr� �na'"n.a r �Im :'wlllllr"annd"r: I00 D d innll Niiftl2., I ffi;r'ynllto n :3 ach, H10.'IIrkndI r wit IS �u 56:I.°° T!1'12 6 p01 6 u�W':k'IIVI�rn'IOm �.Pt��"a Ir org/ T�'"�+� io INS:da'I"°Intl :Wlld"n"mt."d'that ''Idw rJdaW has a I;dmd' cl re.:;ouds aw a and aH correspo new eric bII:" r e Iiiia I"wrlm'H urn v be subject tW",;u di d";I )sure,U...UIIrdc0.: " l"Ioridawln IP"c' c4 mtl"s IadWIAI, i2r'nllla fl8 1:u4ld:III lI, "mamV;is are ':nN..9I"Bhc ri,'cYnnla. ha(ok,. r c-rn : 111 and Ir"od. ,° e naarlill an ldr am uu"uaay be sfl,d.Ne R to ll:°udnlsllid: n:@lied INrru.w . From: Temple, Adam N. <TempleA@bbfl.us> Sent: Monday, November 6, 2023 10:17 AM To: Radigan, Amanda <RadiganA@bbfl.us>; Nicklien, Bonnie <NicklienB@bbfl.us> Cc: Tack, Timothy <TackT@bbfl.us>; Utterback, Theresa <UtterbackT@bbfl.us> Subject: RE: 211 E. Ocean Major Site Plan Application Deadline Amanda — Please confirm one last time since I believe CRA is publishing today. Thank you! Very Respectfully, D II'NNI urnn I.." ruupo e, Inyrll ," k.Hi/I Assistant d uq,r PIIIa,N furl Iger +':.:'u A n"I a d u"n n g c r"r Ig ffi i m. 110.,Ilad Hrug,,,1N All"iyyd ",,n.un 4!1,0, SIN'A ,"I :W I3o'Ilfrnton Beach, h)rodla 33,11''1'115 ra wn0. and 11 V,Wr Vd 111 1,"wIIVnIIAI�Nrn'?� dtl, I' tl'' I.u:�I:g II Ocean IIaN�^. IIS" � p .IIm Nn-nd.t:n 33435 ��;a�j IN^II".II"npuldaIl"rIrII ud��~��;� �rN",IIWn,nI:IanII to"�a:��dr In NdrWl�,,ar i 636 pj: 0 I'Iear:re be zd&Jsed that has a pnN"I :� d nuNllk: r cn�rrd r Ila ii��,r�d mind :n111 Lo me 11�rfia:n enn:H nm,,r be subp hwct o nfi"sw:;[o surte,'I..Ulinl Jer I"li:"tl tl uJ!,!;' IZYIN, V^Ilw'naflB u'uq;°;'Idir "s"s4!!"s aNlre pM..9u"h II"w cords, HIINmN"Nml't;ON"N!.s '!Wwouir e-maIII ":'NN.IId i e_rnaH address runrn/be suL,!Oct to p:;ureuIdlul�� dli&!JOSUre, From: Radigan, Amanda .................... Iblb.11.uus> Sent: Wednesday, October 18, 2023 9:56 AM To: Nicklien, Bonnie<INi�kl.iiq_nnB..��..._bkflL..ua_s>; Temple, Adam N. <:T!!ImLPI.eA@t��l_._u�u_.s> ....._..._.. Cc: Tack, Timothy <j lel lblbfillags>; Utterback, Theresa <,U.tterbaCkl�. Ibfilla s> Subject: RE: 211 E. Ocean Major Site Plan Application Deadline Bonnie, We have not received any meeting request or submittals since the last update. I F -I '" ' Arnarll"p Ia I3adBga na A,p112[ , I p ED AJ) p., i t c t it°..; , �31aininhng i rk Z tl n i n g Die 11 F^Io NIIIII,r"IIt, IIlarlrning 8"..rrrnill"'k, p,14a911111rIIYr d1htlidlle,:rv',"ro. '` 0, °�d310 � ri ,N�aiYhfrr��ntl , PNrNpa 33,1 11.5 �druvrpd:aAddress:L(.;K) E, Ocii::I `n ,,,/e�. � Bo/ruil.wnd Bl12dch, Horkia 33435 �u 1w61 1111,12 n ."u bo,ir�on A< piw'r" 0 Ie se be °dd'rns&I that Il hw:ur rear has an broad rda..slrllluc recn!rrd s Ikvi,A� anrndJ iH corrd,wapo ncll:Moi &Irr mr : iiia erimrH Iron x'1111 be subject i:I discp urw'".p...Glindper : orh!Ja!:� II"e n"�N]s IaVIAI, ii:: rinaH i`dd';III e "N"°s aNIi'e oN..9�' he II"ecor(Js, p Illerl"I'Q:PrI „ °Iitl; q..@II a" nk :ill1 a N':'�kr'Ih"nk NNn IIN:r tion �Im r e rrnanull address uu-na: rl�'' be saN by ect to IIpNnbH : dJs(°IosN..Nr1�'':. From: Nicklien, Bonnie <.Niiclkll.i'i rn... _b..b.fl..:_gs,> Sent: Tuesday, October 17, 2023 2:57 PM To: Temple, Adam N. <1��rml.Iq eA bbfll.us>; Radigan, Amanda <Rad� aig__n_ bbfLus> Cc: Tack, Timothy < a.ckT@.b.bfll. gu i>; Utterback, Theresa <,U.t eirlb _kl�_ _bb.fll.._gs> Subject: 211 E. Ocean Major Site Plan Application Deadline Good Afternoon Adam and Amanda, As you may recall, the deadline for 306 NE 6th Avenue, LLC to submit a Major Site Plan application for 211 E. Ocean Avenue is quickly approaching on November 6th CRA staff is to report back to the Board with a project update at their November 13th Board meeting. The agenda publication date is November 61n 637 Can you please let us know if you receive a Major Site Plan application between now and the 6th? Also, can you confirm if you have had any meeting requests from their development team since their last project update to the Board in August 2023? Thank you for your time and information! Best Regards, Bonnie VINEunnr �i3ranis amJ F�11r a*11, NN,xrr,xge„ oivn° ton Il e )ch 0: �nmu,sirali Ag ,wIic/ WO II''''' ccii.�311n �I l3o,i,lntorn Il. arch, IIIork![a 3 13115 56 13,71 IIrNu� N Nu��ru°all � �rtrt:ri'`I n..u�:m lhttlps.//www.boyntonbeaclhcra.com 0Li `m VIII America's Gateway to the Gulfstream "Il w r^:r,e be ar&Jsed RI)at N:NoHda has a hr;riad rra.uNrNa+ reo)rds k),or a)ind rlll c oirr sp rrraArrrtl w:o rna rNar ern :rill iruu iiu [e subN etre: t r IIorkhi ri;el:ourNs Iau��rr„ r�:^u.ur,a"s 11 addir sses zfl,e lnuWk: irecot(Js. N (u rl)Fori11rour e-rm:rul corrumuuuucaflon am] jo�. r t,_r aH rub Iress nary be sa�ba a R to Il;rreiiblic cks, -)sr 638 PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "SELLER"), and 306 NE 6u' Avenue LLC, or its affiliated assignee (hereinafter "PURCHASER", and together with the SELLER, the "Parties"). In consideration of TEN AND 00/100 DOLLARS ($10.00) and the mutual covenants and agreements herein set forth, the receipt and sufficiency of which is hereby acknowledged the Parties hereto agree as follows: 1. PURCHASE AND SALE PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the real property legally described in Exhibit "A," attached hereto (hereinafter the "Property"). The Parties intend that the purchase and sale and ensuing redevelopment of the Property will be effectuated in order to reduce slum and blight and to enable the construction of an approximately 3,000 square foot restaurant consisting of five (5) shipping containers, the adaptive reuse of the historic Magnuson House, associated parking, and all other required development standards according to the City of Boynton Beach (collectively referred to as "the Project" and separately referred as "the Project Elements"). 2. PURCHASE PRICE AND PAYMENT. The Purchase Price forthe Property shall be Ten AND 00/100 DOLLARS ($10.00) to be paid in full at Closing. SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSITS. An Initial Deposit in the amount of Ten Thousand AND 00/100 DOLLARS ($10,000.00) shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter "Escrow Agent") within two (2) business days following execution hereof by the Parties. The Initial Deposit shall be fully refundable to PURCHASER, if prior to the expiration of the Feasibility Period (as hereinafter defined), the PURCHASER advises SELLER in writing that it does not intend to complete the purchase of the Property. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING. The PURCHASER'S obligation to close on the purchase of the Property is contingent on the following: a. PURCHASER obtaining a Certificate of Occupancy from the City of Boynton Beach, Florida (the "City") to operate a restaurant consisting of a approximately 3000 square feet within five (5) shipping containers, the adaptive reuse of the historic Magnuson House, associated parking, and all other required development standards according to the City of PURCHASER's Initials: (A) SELLER's Initials: 01668796-4 639 PURCHASE AND DEVELOPMENT AGREEMENT Page 2 of 22 Boynton Beach on the Property within the timeframe set forth in Paragraph 21 below. b. Seller delivering marketable title to the Property subject only to those title exceptions acceptable to the PURCHASER, all as more specifically set forth herein. 6. CLOSING DATE. The Closing shall take place thirty (30) days after PURCHASER receives its Certificate of Occupancy from the City pursuant to Section 5(a) at such location to which the parties may mutually agree in writing. 7. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 8.3), to which PURCHASER fails to object, or which PURCHASER agrees to accept. 8. INVESTIGATION OF THE PROPERTY. For a period until twenty (20) days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, Contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'S expense, to make inquiries of, and meet with members of Governmental Authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase II environmental investigations, which PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion, to terminate this Agreement. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date; (ii) shall repair and restore any damage caused to the Property by PURCHASER'S testing and investigation; and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER'S testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, reasonable attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property arising out of PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 8.1 Seller's Documents. SELLER shall deliver to PURCHASER the following PURCHASER's Initials: SELLER's Initials: 11MOrk"M 1.11If PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 22 documents and instruments within five (5) days of the Effective Date of this Agreement: any existing title policies, appraisals, copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition of the Property, copies of all permits, authorizations and approvals issued by Governmental Authorities for the Property and any correspondence which discloses claims, allegations or adverse information regarding the Property or SELLER with respect to the Property. 8.2 Title Review. Within thirty (30) days of the Effective Date, SELLER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the SELLER'S expense, from a Title Company chosen by SELLER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than twenty (20) days after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections, then SELLER shall have thirty (30) days to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable or unwilling to cure and remove, or cause to be cured and removed, the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of (1) extending the Cure Period and the Closing for one additional thirty (30) day period at no cost to PURCHASER, or (ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, any Deposits shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") coveringthe Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 8.3 Survev Review. PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, PURCHASER's Initials: SELLER's Initials: 016687464 641 PURCHASE AND DEVELOPMENT AGREEMENT Page 4 of 22 lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 8.2 concerning title objections. 9. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 9.1 Re resentations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 9.2 Pending Proceedins. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever involving the Property or the SELLER, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 9.3 Compliance with Laws and _Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 10. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 10.1 Deed and Authorizing Resolutions. SELLER shall furnish a Special Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. The Deed shall contain a deed restriction for the restaurant use for a minimum twenty (20) years from the date of the Certificate of Occupancy. 10.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law, that the SELLER will not record or enter into documents affecting the Property after the last effective date on the Title Commitment, and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non -foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured Title Objection. 10.3 Closin Statement. A closing statement setting forth the Purchase Price, PURCHASER's Initials:M SELLER's Initials: 01668796-4 [. 1 Vi PURCHASE AND DEVELOPMENT AGREEMENT Page 5 of 22 all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which SELLER shall also execute and deliver at Closing. 10.4 Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 10.5 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 11. PRORATIONS CLOSING COSTS AND CLOSING PROCEDURES. 11.1 Prorations. Taxes for the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill which discloses an actual difference in the amount of the taxes estimated at Closing that exceeds $1,000,00. 11.2 Closing Costs. SELLER shall pay for documentary stamps on the deed, recording the deed and any cost associated with curing title. PURCHASER shall pay all other closing expenses. Each party shall be responsible for their respective attorneys' fees. 11.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked -up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 11.4 Existin Mort a es and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 12. REPRESENTATIONS COVENANTS AND WARRANTIES. SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Date, as follows: �m PURCHASER's Initials: SELLER's Initials: 01668796-4 1, , K PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 22 12.1 Authority, The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 12.2 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 12.3 Liti a, tion. There are no actions, suits, proceedings or investigations pending or threatened against SELLER or the Property affecting any portion of the Property, including but not limited to condemnation actions. 12.4 Parties in Possession. There are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 12.5 Acts Affecting_EEqperty. From and after the Effective Date, SELLER will refrain from (a) performing any grading, excavation, construction, or making any other change or improvement upon or about the Property; (b) creating or incurring, or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property other than the Permitted Exceptions (including the mortgages, liens, pledges, and other encumbrances existing on the Effective Date) and (c) committing any waste or nuisance upon the Property. 13. DEFAULT. 13.1 PURCHASER'S Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, SELLER shall be entitled to retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 13.2 SELLER'S Default. In the event that SELLER fails to fully and timely to perform any of its obligations and covenants hereunder or if SELLER is in breach of any representations herein, PURCHASER may, at its option (i) declare SELLER in default under this Agreement in which event PURCHASER may terminate this Agreement, receive back its Deposit and neither party shall have any further rights hereunder, except for those expressly provided herein to survive termination of this Agreement. PURCHASER's Initials: SELLER's Initials: "s 01668796.4 644 PURCHASE AND DEVELOPMENT AGREEMENT Page 7 of 22 13.3 Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non -defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. If the default has not been cured within the aforesaid period, the non -defaulting Party may exercise the remedies described above. 13.4 Survival. The provisions of this Section 13 shall survive the termination of this Agreement. 14. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Boynton Beach Community Redevelopment Agency Thuy Shutt, Executive Director 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge, Esquire Lewis, Longman & Walker, P.A. 360 South Rosemary Avenue, Suite 1100 West Palm Beach, Florida 33401 If to Purchaser: 306 NE 61h Avenue LLC 518 Clematis Street, Suite 3 West Palm Beach, FL 33401 With a copy to: Mr. Eduard Kotlyarov Kotlyarov Law Offices PLLC 4910 Communications Avenue, Ste 200 Boca Raton, FL 33431 15. BINDING OBLIGATION ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of, the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER. It is understood, however, that SELLER may assign its interest to the City of Boynton Beach without the prior written consent of PURCHASER. This Agreement may be freely assigned by PURCHASER to a wholly owned or controlled assignee of PURCHASER's Initials: SELLER's Initials: D16667964 645 PURCHASE AND DEVELOPMENT AGREEMENT Page 8 of 22 PURCHASER, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unrelated party shall be subject to the prior written approval of SELLER. A copy of the purchase agreement shall be provided to the CRA. 16. RISK OF LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of SELLER, PURCHASER may elect, as its sole option, to terminate this Agreement and receive a refund of the Deposit and the parties shall have no further obligations under this Agreement, or PURCHASER may accept the Property without any reduction in the value of the Property. In the event of the institution of any proceedings by any Governmental Authority which shall relate to the proposed taking of any portion of the Property by eminent domain prior to Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing, SELLER shall promptly notify PURCHASER and PURCHASER shall thereafter have the right and option to terminate this Agreement by giving SELLER written notice of PURCHASER's election to terminate within fifteen (15) days after receipt by PURCHASER of the notice from SELLER. SELLER hereby agrees to furnish PURCHASER with written notice of a proposed condemnation within two (2) business days after SELLER's receipt of such notification. Should PURCHASER terminate this Agreement pursuant to this Section, the Deposit shall immediately be returned to PURCHASER and thereafter the Parties shall be released from their respective obligations and liabilities hereunder. Should PURCHASER elect not to terminate, the parties hereto shall proceed to Closing and SELLER shall assign all of its right, title and interest in all awards in connection with such taking to PURCHASER. 17. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement. 18. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 19. SELLER DESIGN APPROVAL. The PURCHASER agrees that the SELLER shall have the right to reasonably approve the design of the Project. PURCHASER has submitted plans to the SELLER, attached hereto as Exhibit "B", which have been approved for submittal to the City for formal site plan approval. 20. PROJECT MODIFICATIONS. Nothwithstanding Section 21(d) of this Agreement, PURCHASER shall not make or authorize any modications to the Project or Project Elements without SELLER approval, which shall not be unreasonably withheld. 21. DEVELOPMENT TIMELINE. PURCHASER is required to achieve the following items described below in this Section (collectively the "Project Elements"). Achievement of the Project PURCHASER's Initials: SELLER's Initials:"'° 016567964 PURCHASE AND DEVELOPMENT AGREEMENT Page 9 of 22 Elements must be documented in writing, and such writing must be provided to the SELLER upon completion of each item. a. Submission of application to the City for site plan approval for the Project within one hundred twenty (120) days from the Effective Date. b. Achievement of site plan approval for the Project from the City within one hundred eighty (180) days of submittal of a formal site plan application to the City of Boynton Beach. C. Approval of financing for the Project including the construction loan and permanent financing commitment in a form acceptable to SELLER in an amount sufficient to develop the Project on or before receiving site plan approval from the City. PURCHASER shall provide SELLER proof that the permanant financing commitment is either a) signed by an authorized signatory of an accredited financial institution (the "Lender") demonstrating that the Project has been underwritten by the Lender and that Lender intends on financing the Project, or b) that the entity providing the permanent financial commitment has the financial ability to fund the Project and that such entity intends to finance the Project, which proof must be in a form acceptable to SELLER. d. In the event that the adaptive reuse of the Magnuson House is not possible, then PURCHASER may pursue the removal of the historic designation. PURCHASER must provide notice to SELLER it intends to remove the historic designation at least thirty (30) days before formally initating the process to remove the designation. PURCHASER must also request an Amendment to this Agreement to remove the the adaptive reuse of the historic Magnuson House as a Project Element and to replace it with an alternative Project Element, which request SELLER will not unreasonably refuse so long as the alternative Project Element furthers the Boynton Beach CRA Redevelopment Plan. If such historic designation is removed, then the Magnuson House may be demolished or moved so long as SELLER has approved an alternative Project element and this Agreement has been amended to reflect the same. e. Submission of construction documents for the Project to the City for a building permit within ninety (90) days of obtaining formal site plan approval. Proof of permit application and applicable impact fees paid will be provided to the SELLER upon submission to the City. Upon City issuance of the building permit a copy will be provided to SELLER. f. Issuance of a Certificate of Occupancy to be provided within twelve (12) months following building permit issuance. g. Ribbon cutting ceremony to occur within sixty (60) days of achieving a Certificate of Occupancy. 22. SITE SECURITY. PURCHASER shall develop and implement an effective security program for protection of the Project while construction is in progress at PURCHASER's sole cost CN)1 PURCHASER's Initials"; SELLER's Initials: 01668796A C• VA PURCHASE AND DEVELOPMENT AGREEMENT Page 10 of 22 and expense. PURCHASER shall secure, protect and be responsible for, and shall provide all necessary or desirable measures for security and protection at and on the Property, and of all materials, supplies, tools and equipment and all other improvements and personal property at the Property or in the vicinity of the Property, whether or not incorporated into the Project including, but not limited to, utilizing fences, gates, cameras, and patrols (which shall include such number of duly qualified guards, on a 24-hour basis, as PURCHASER (in consultation with and to the satisfaction of SELLER) shall deem adequate to ensure security of the Property). The PURCHASER shall take any and all precautions that may be reasonably necessary to render all portions of the Property, the Project, the site and any adjacent areas affected by the Project secure in every respect, to decrease the likelihood of accidents from any cause, and to avoid vandalism and other contingencies which are liable to delay the Work or give rise to any claims or liabilities. The PURCHASER shall provide all necessary facilities to provide safe means of access to all points where the Work is being performed. 23. DEFAULT. Failure of the Parties to strictly comply with any of the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. if either Party fails to cure the default within (30) days of written notice from the other of its default, then this Agreement may be terminated pursuant to Section 25.17 below. Failure of PURCHASER to complete the Project as described above in Section 1 and/or to comply with the Development Timeline set forth in Section 21, shall constitute an act of default. If such an event of default occurs prior to Closing SELLER shall be entitled to the Deposit in full as final satisfaction of PURCHASER's obligations hereunder. SELLER agrees to work reasonably with PURCHASER in working within the timeframes set forth above. 23.2 Right of First Refusal. PURCHASER hereby grants SELLER a Right of First Refusal for repurchase of the Property which shall be in full force and effect for a period of five (5) years from the date PURCHASER obtains its Certificate of Occupancy. The terms and conditions of this right shall be set forth within the Special Warranty Deed as follows: a. Should PURCHASER receive a written offer to purchase the Property pursuant to a written contract or letter of intent, PURCHASER shall give SELLER notice of the offer by delivering a copy of the contract or letter of intent to SELLER ("Notice") pursuant to the Notice requirements of Section 14 above within two (2) business days of receipt. Within ten (10) days of receipt of the Notice, SELLER shall either waive or exercise its right of first refusal. If SELLER elects to exercise its right of first refusal, SELLER shall, within ten (10) days after receipt of the Notice, deliver to PURCHASER an agreement to purchase the Property on the same terms as set forth in the Notice including the delivery of a deposit (if applicable), and upon receipt by the PURCHASER of the foregoing from the SELLER, PURCHASER and SELLER shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Notice. If SELLER fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within ten (10) days after receipt of the Notice, then SELLER's right of first refusal shall be deemed to have been waived. The terms and conditions of this Section shall PURCHASER's Initials: " SELLER's Initials: 01668796A 648 PURCHASE AND DEVELOPMENT AGREEMENT Page 11 of 22 survive Closing. 24. REFUNDING. Should the PURCHASER sell the Property for a profit above $3M, within seven (7) years of the Effective Date, PURCHASER shall repay to SELLER an amount equal to the appraised value of the Property as indicated in the December 2021 appraisal. 25. MISCELLANEOUS. 25.1 General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 25.2 Comnutation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement, Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 25.3 Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 25.4 Indemnification. The PURCHASER shall indemnify, save, and hold harmless the SELLER, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the SELLER, its PURCHASER's Initials SELLER's Initials: 01668796A 649 PURCHASE AND DEVELOPMENT AGREEMENT Page 12 of 22 agents, or its employees, by reason of any property or other damages or personal injury, including death, sustained by any person or entity r, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment installation and removal) of the PURCHASER or the performance of this Agreement by or PURCHASER's employees, agents, partners, principals, or subcontractors. This paragraph shall not be construed to require PURCHASER to indemnify the SELLER for its own negligence, or intentional acts of the SELLER, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 25.5 Insurance. The PURCHASER shall obtain all insurance required by the SELLER and provide proof thereof at least 10 days prior to the start of construction of the Project, and include, along with an executed copy of this Agreement, a Certificate of Insurance ("COI") for comprehensive general liability insurance with a liability limit of at least $1,000,000 per occurrence. Additional insurance requirements for contractors hired by PURCHASER may be found in "Exhibit C" which is hereby incorporated herein. The Insurance must remain in force for so long as is necessary to cover any occurrence relating to, resulting from, or arising out of the this Agreement. The SELLER shall be included as "Additional Insured" with respect to liability arising out of services performed by the PURCHASER by or on behalf of the SELLER or acts or omissions of the PURCHASER in connection with providing Contractor Services pursuant to this Agreement. The Certificate must include the following as an additional insured party: Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue 4th Floor Boynton Beach, Florida 33435 25.6 Payment and Performance Bond. Prior to the construction commencement date, the PURCHASER shall obtain, for the benefit of and directed to the SELLER, a Payment and Performance Bond covering the faithful performance by the PURCHASER of its obligations under the contract documents, including but not limited to the construction of the project on the project site and the payment of all obligations arising thereunder, including all payments to Subcontractors, laborers, and material men. These Bonds shall remain in effect at least until one year after the termination of this Agreement. The surety selected by the PURCHASER to provide the Payment and Performance Bond shall be approved by the SELLER prior to the issuance of such bond, which approval shall not be unreasonably withheld or delayed provided that the surety is rated A or better by Best's Key Guide, latest edition. If SELLER approves changes to the Project that results in an increase in the cost of the Project, SELLER reserves the right to require the PURCHASER to secure and deliver additive riders to the Payment and Performance Bond. PURCHASER's Initials: SELLER's Initials: 007F 016687964 650 PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 22 If the surety on any Bond furnished by PURCHASER is declared bankrupt or becomes insolvent or its right to do business is terminated in the state of Florida or it ceases to meet the requirements above, Purchaser shall within five days thereafter substitute another Bond and Surety. Purchaser's failure to furnish a substitute surety shall constitute a material breach of the Agreement and shall give the CRA the immediate right to terminate the Agreement. 25.7 Construction of A reement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 25.8 Severabilit . If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 25.9 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 25.10 Waiver of JuEy Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 25.11 Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. However, SELLER's obligation under this section shall not exceed the statutory limits provided within Section 768.28, Florida statutes, and nothing in this Agreement shall be deemed a waiver of SELLER's sovereign immunity rights. 25.12 Bindin Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 25.13 No Recordinmg. This Agreement shall not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. PURCHASER's Initials: M SELLER's Initials: 0,668796-4 651 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 22 25.14 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 25.15 PURCHASER Attorne s' Fees and Costs. PURCHASER acknowledges and agrees that PURCHASER shall be responsible for its own attorneys' fees and all costs, if any, incurred by PURCHASER in connection with the transaction contemplated by this Agreement. 25.16 Public Records. SELLER is public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the PURCHASER shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in Chapter 119, Fla. Stat., or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining and providing public records and transfer to the SELLER, at no cost, all public records in possession of the PURCHASER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. SELLER shall, upon request, provide guidance to PURCHASER as to the public records keeping and reporting duties that are imposed upon PURCHASER as provided above and shall take all steps reasonably required to assist PURCHASER in not violating them. The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. If PURCHASER fails to cure the default within seven (7) days' notice from the SELLER the SELLER may terminate the Agreement. 25.17. Termination. The obligations of PURCHASER and SELLER shall terminate upon the earlier of (i) the Closing; or (ii) an event of default as defined herein. PURCHASER's Initials: SELLER's Initials: , 01668796-a 652 Page 15 of 22 t �-- �-Ijg -702MEM F2Aw I*T4rj k n-111 4 REDEVELOPMENT AGENCY PrintedName: (20f>61EY (MAAL2 Ty Peh's& : p6 Title: 44_L, N — M QhqDdD, Date: Title: Chair Date: WITNESS: WITNESS: , Al Printed Name: IVt�s�ro Printed Name: Approved as to form and legal sufficiency:,—,M/t^ CRA Attorney PURCHASER's Initials SELLER's Initials 0166819&4 653 PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 22 EXHIBIT "A" LEGAL DESCRIPTION Lots 13 and 14, ORIGINAL TOWN OF BOYNTON BEACH, according to the Plat thereof as recorded in Plat Book 1, Page 23 of the Public Records of Palm Beach County, Florida. Said lands situated in the City of Boynton Beach, Palm Beach County, Florida and containing 13,936 square feet (0.32 acres) more or less. Property Control Number: 08-43-45-28-03-004-0130 [014T-ffirelz PURCHASER's Initials. wyl SELLER's Initials: TFT 01668796-4 654 PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 22 EXHIBIT B CONCEPTUAL DRAWINGS 016687964 PURCHASER's Initials: SELLER's Initials: 655 �o �o NVId MIS p( a dC1CJ AAl V N'dd (71St/ l4' OhJI a3�33NM �8 C➢lili1f7t10 ]IMF 0 ce - ----------- 4 m ram m %10"IMG LN3JVP(7V41) ! '- �_- _ R w w.. N 1N3W3AVd 1lVHdSV C7 I I v g 1 v � n 7000.0TN .: �...... _.._ ... .. .... — .....-,6/l9l ...-... .. ... _ .. M„UG,GOAGS .... .�..,n �Lp30Vld A3M30 M„00,00,00s M ,....fi l w... i i T;., „ n cv i i rd F '^ it LU01 ri a � of ,ot � ,� � w� �' � E r ,''' � � yj a C x� ZUl � M r to,f p i m LU a lly spa ,.....1_ -/j, �,,OO, 0M)O t >100le 'z L 101 al �� 6 r iu i i a j I ,I ...................... ...-..._. ('a•0'8'd 'Wt 'a'd a3dl – 13381S Mid) µ JL33HLS Iso '3'N w I I .a �o j� a {{{{ IJ `HOVf 19 NOINAOG .El $ I M �� 3nNBAV NV300 I 6 ego �g 3f1N3Ad Nd330 3 4LZ 9 �w .a {{{{ _Y" M LLI C7 PURCHASE AND DEVELOPMENT AGREEMENT Page 20 of 22 EXHIBIT C ADDITIONAL INSURANCE REQUIREMENTS A. General: All Contractors hired by PURCHASER shall purchase and maintain such comprehensive general liability, worker's compensation, professional liability, and other insurance as is appropriate for the Project being performed and furnished and as will provide protection from claims set forth below which may arise out of or result from Contractor's performance and furnishing of the Project and Contractor's other obligations under the Contract Documents, whether it is to be performed or furnished by Contractor, by any subcontractor, by anyone directly or indirectly employed by any of them to perform or furnish any of the Project, or by anyone for whose acts any of them maybe liable. Before starting and during the term of this Agreement, the Contractor shall procure and maintain insurance of the types and to the limits specified in paragraphs B.1-4, inclusive below. The endorsement for all insurance required under this paragraph shall contain the required language, "The Boynton Beach Community Redevelopment Agency, including its Members, Officers, Employees, and Agents" in the Description box. A waiver of subrogation endorsement is required with the required language on all policies. B. Coverage: Except as otherwise stated, the amounts and types of insurance shall conform to the following minimum requirements: 1. Workers` Compensation. Coverage to apply for all employees for statutory limits in compliance with the applicable state and federal laws. Contractor shall require all subcontractors to maintain workers compensation during the term of the Agreement and up to the date of final acceptance. Contractor shall defend, indemnify and save the SELLER harmless from any damage resulting to them for failure of either Contractor or any subcontractor to take out or maintain such insurance. A Waiver of Subrogation Endorsement is required with the required language in the description box. Employers' Liability with statutory limits of $100,000 per person, $500,000 per occurrence, $100,000 per disease. 2. Comprehensive General Liability or Commercial General Liability coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 2106, as filed by the Insurance Services Office and must include: a. Minimum limits of total coverage shall be $1,000,000.00 per occurrence combined single limit for Bodily Injury Liability and $1,000,000 Property Damage Liability. Additionally, coverage shall also include $1,000,000 aggregate on products and completed operations; and $2,000,000 general aggregate. PURCHASER's Initials: Wo SELLER's Initials: 01668796-4 658 PURCHASE AND DEVELOPMENT AGREEMENT Page 21 of 22 b. Premises and/or Operations. C. Independent Contractor. d. Products and/or Completed Operations. Contractor shall maintain in force until at least three (3) years after completion of all services required under the Agreement, coverage for products and completed operations, including Broad Form Property Damage. e. XCU Coverages. f. Broad Form Property Damage including Completing Operations. g. Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification agreement. h. Personal Injury coverage with employees and contractual exclusions removed. L The Contractor shall either require each subcontractor to procure and maintain, during the life of the subcontract, insurance of the type and in the same amounts specified herein or insure the activities of subcontractors in his own insurance policy. 3. Business Auto Policy. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Auto Policy filed by the Insurance Service Office and must include: a. Minimum limit of $1,000,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. b. Owned Vehicles C. Hired and Non -Owned Vehicles d. Employee Non -Ownership 4. All Risk Property Insurance. Coverage must include real and personal property and in an amount equal to the replacement cost of all real and personal property of the SELLER's for which the Contractor is responsible and over which he exercises control. Builders Risk insurance must be provided to cover Property under construction and an Installation Floater must cover all machinery, vessels, air conditioners or electric generators to be installed. This insurance shall include a waiver of subrogation as to the SELLER, the Contractor, and their respective officers, agents, employees, and subcontractors. Coverage to be provided on a full replacement cost basis. C. A Certificate of Insurance acceptable to the SELLER shall be provided listing the above coverages and providing 30 days prior written notice to the SELLER in the case of cancellation, restriction or change of insurer. Should Contractor permit any required coverage to lapse, SELLER may, but is not required to, immediately terminate this Contract. The SELLER shall be named as an additional insured on all policies of insurance PURCHASER's Initials: SELLER's Initials: 01668796.4 659 PURCHASE AND DEVELOPMENT AGREEMENT Page 22 of 22 (including products). The following information must be included in the Certificate of Insurance for the additional insured: Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 Contractor is advised to require all of its subcontractors to provide the aforementioned coverage as well as any other coverage that the Contractor may consider necessary, and any deficiency in the coverage's or policy limits of any subcontractors will be the sole responsibility of the Contractor. Contractor shall provide proof of coverage by its subcontractors upon SELLER'S request. PURCHASER's Initials: -je) SELLER's Initials: ■ I £ 2 A E Ee & / 2 # E m _ / / f / _ _ U 2 ) �/< § \ \ e = / % / \ $ a / e E < v % s E£< [\ / \ / / \ \ .. v 0 �L d LA V) / 661 RON N 662 4 c 4QJ - co O 0 co c O C O N [O OC O O O U a-+ N c: 4- bD a E bo c �p UO 0 i U L ru E -C CL u -0 Oate-+ 4� a a W a @j '§ __ O E a ate-+ M 3� E4� a 3 a Ln N a --- a+ -0 O L arm t aj V C. 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(1) > CD O O L; m 0 C) 0 9� E U CA I-- M Can (D � 0 W m o EC: 0 ,I- 664 665 _0 c v 0 4� 0 E 0 Q) E Ln Q) Ln Ln V 4-i Cl Q) 0 Ln m 0 L) GA :3 CL CL 0 < C Ln V f6 .0 E 0 uj 4- 0 0 —1 'E 0 4-1 U 41 c) 0 CD O V) 665 i I I of 14 r 10 ;'z AV IDS w� 4 91 co ce) C� O cq 4s co 4-, O cf� 00 4-j ;01 U 00 Lo A u V E LSU 4- E 0 U 0 V D 0 al E A "I 0U ::::5 E 99 aj 4, n .4 1 M V E ai E 0 (A D C. , 0 A U A 'A aj DCL 0 -0 C: rl4 u rn n CL 'A U 4- ru i7i -0 rn 0 1 >Q) N > QJ o c < Md" r,4 0 c: V (:6 v 1 v ra (U r,4 n m aJ ai 0 " u — 0 O Z,ru = " 0 w wco C: a- -r- r 0 F - o Ln 4A4-1 Y r4 ra ra OCZ LL C: cli 0 4 U LO -41 O L; LL Lo) H U Ln r, 667 0 0 as 0 0 V) Ln ql 9Jm QJ E 0 u Ln V) E 0 m �l 0 y M u u m 0 -4� C >1 N 00 668 From: Shutt, Thuv To: mrabarberCa)me.com Cc: Ittterbark. Theresa; Tack, Timothy; Nicklien. Rni Subject: RE: 211 E. Ocean Ave Site Plan Application Date Date: Friday, January 6, 2023 5:10:00 PM Attachments: Fully Executed P&D Aareement - 211 E Ocean A imaae019.Dna imaae020.ona imaae021.Dna imaoe022.nna Good afternoon, Happy New Year! This is a follow up to my vm I left on your phone today. Since our phone conversation on 12/20, the CRA has not received a request for an extension to the site plan application submission deadline pursuant to Section 21.a of the attached PDA. This is good news since you had indicated when we talked that you will know more on the status of the application and if you will need an extension after your team meeting that Thursday night. As a friendly reminder, the deadline for submission is 120 days from the Effective date (9/18/22) is 1/16/23 (not the 17th as indicated in the email below). Please be advised that the City and CRA will be closed on January 16th for MLK Jr. Holiday so please plan accordingly. We don't want you to miss the deadline and not be in compliance with our agreement. If you have any questions, please feel free to contact me or Bonnie Nicklien. Thank you. 669 u z ME O O Qj f -- O 0 __j Qj W ru CL cu E ro Ln cu 0 ai ru aj 0 __j m 670 tl cu ro 0 0 E 0 o ox aj >� E m @i 0 4-? ax cu .. . . . . ... 1� < D CU ".."3 C)) rlJ 0 > C'J 0 CD > V V) 0- U N 0 0 V) (D c: cu Lu, rq (LO, L.U. wd 75 U41 u L8 ;z Z) 0 u U u z ME O O Qj f -- O 0 __j Qj W ru CL cu E ro Ln cu 0 ai ru aj 0 __j m 670 X" Q 31 , 61 Al C 4,3, ru C E 0 LL F3 n In go CU 0 V� aj -C 0 0 73 E "Ol 671 C co M 05, a 671 O co M 05, a KNOW 671 O co M a cd E m 4-1 u a .4-1 0 CA cf) C, o CO 4- up < 0 0 0 671 A Lo O�...... c.x oa � �... 1 �..a cOc C � Y U [6 U, O U O .p...r Sn... � CCY V CU n � � � 0 U U� Ck -s-- O D N 0 /� U A vs C 3 Q at Q ...:& Q O C N CU N QJ > 01 V 'V V M V Ln (.00 V) U N a) O O N O O w m 0 OcI Na) ate., Y U N d' z H p 4 v U- N H U to tl�V T'"•,'P t 672 t 4-) V) 4-J 0 4-J 4-J Ln m V A F. 0 u V) _Ile r- ro 673 A Lo O�...... aJ � �... 1 a.., 0Oc C � Y U [6 U, O U .p...r CCY V CU n � � � 0 U U� Ck -s-- O D N �.. _ Q a PY7 N CU N N Ck W > N ;y. as > N "' Q V V ra w _aV m N n U c m O a O 0 0 0 W w CO Z CU .. 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Ln � L Ln O ..O N Q N W N ..O I— C CD O ..s .. cB O N �� as N } E C1 l I.w N U (n CW :v o L— u aO V Q to L2 U p Vf, C �, • .E a C C 0 LJ f6 4-T a O p a UAW (6 -- m 0 Q O N ) o w °o v o '-C u - L o Y N a a - U z O� U Q a i C a-+ C ++ H a C O t0 ii tii H Clod 0 U V) 0 'WIP Ln 676 �i IN 7-- CU CS,u 677 From: Shutt, Thuy Sent: Saturday, September 10, 2022 4:26 PM To: Tony Pintsopoulos <tonyp@subculturegroup.com>; 'Anthony Barber' <mrabarber@me.com>; Tack, Timothy <TackT@bbfl.us> Subject: RE: City Commission Agenda for June 21, 2022 Yes, the location is very desirable. We just want to keep this moving because we have had a lot of inquiries about the status of the Magnuson House and the historical designation. As you know, there are three new CRA Board members who also may get questions from the public also. We will keep you in the loop. From: Tony Pintsopoulos <tonypC@subculturegroup.com> Sent: Saturday, September 10, 2022 2:11 PM To: Shutt, Thuy <ShuttT(@bbfl.us>; 'Anthony Barber' <mrabarber(@me.com>; Tack, Timothy <TackT(@bbfl.Us> Subject: RE: City Commission Agenda for June 21, 2022 678 Thanks Thuy. Not unexpected with such a beautiful location and property. I am sure that Anthony is on top of it and we will get you what you need. Loop me in going forward and I will help expedite the process from our end if possible. Thanks Tony Pintsopoulos, CPA SubCulture Group, LLC 518 Clematis Street, Suite 3, West Palm Beach, FL 33401 Phone 954-689-6632 www.sub-culture.org (ameio� DADA ""1 11 %41 na PARBEQUE From: Shutt, Thuy <ShuttTC@bbfl.us> Sent: Saturday, September 10, 2022 2:07 PM To: Tony Pintsopoulos <t=n p(@subculturegroup com>; 'Anthony Barber' <mrabarber(@me.com>; Tack, Timothy <TackT(@bbfl.us> Subject: Re: City Commission Agenda for June 21, 2022 The reason why I asked about P&D staff is they have old us you will need to go through a formal site pan approval process to modify the existing approval before permitting. There they will have other City departments involved. Sent from my Verizon, Samsung Galaxy smartphone Get Outlook for Android 1wo,,,1'1IJon Bo V h C+)rTlplrwIII1,'' 1910.1 f d hY i':!YVfI °O/V � Ruyr11:on ,!Vch, I diM`dd l �d:�:.5 FdI shu l 10 bbfi �r� htt�.r:llwww.boyntanbeachcra.com America's Gateway to the Gulfstream Nu,)u huu ,IdvIm_d ii7 ,I IJC'611 has ) i,w : I:)iJhHc wccnd Ia'ly ,md AH lo my vy, hc, mko1a` cl 679 �n I.lI,ck1sIJ.d I,> I�I I d if kM pi` df ill,'io I r'v, idti:ip mpLd'rll+:: fo wl :Is. I IT'k!I �"� ��mIf ^,' 18I,con "uy"Iw I c I�lo; "1 Ifld:;l /ol J�,. T III ocfiI:nn,],1,' he . J. bR o'°d !o pI bhc dlscklsJd �'. From: Tony Pintsopoulos <tonyp(@subculturegroup.com> Sent: Saturday, September 10, 2022 1:59:05 PM To: Shutt, Thuy <ShuttTCa bbfl.us>, 'Anthony Barber' <mrabarber( me.com>, Tack, Timothy <TackT @bbfl.us> Subject: RE: City Commission Agenda for June 21, 2022 Hi Thuy, I think Anthonyjust provided it yesterday. I attached the email. Is there anything else missing? I have not spoken with Planning and Development, but maybe Anthony will. I have spoken with our insurance company and once we get the contract and more specifics, as you also mentioned, we can get a bond. Thanks Tony Pintsopoulos, CPA SubCulture Group, LLC 518 Clematis Street, Suite 3, West Palm Beach, FL 33401 Phone 954-689-6632 ivww. sub -culture, org (,ameib� DADA ........ . SHAKER PIE S. PARBEQUE 1W, w, �, EA'C From: Shutt, Thuy <ShuttTC@bbfl.us> Sent: Saturday, September 10, 2022 1:55 PM To: Tony Pintsopoulos <tonyp(@subculturegroup.com>; 'Anthony Barber' <mrabarber(@me.com>; Tack, Timothy <TackT @bbfl.us> Subject: Re: City Commission Agenda for June 21, 2022 Yes, we have been ready to sign and needed your team to completed highlighted info in the draft that was forwarded in July. As to the bond and insurance, these are specific to each job and depends on the who is on the job. We are willing to have a discussion about this if you want but we know this is more coordination than other container jobs, the City may have requirements for the prime contractor also. Have you spoken to Planning and Development staff? Sent from my Verizon, Samsung Galaxy smartphone Get Outlook for Android I v S, I ¢ J 9 d r P,Id',, & f';� I�',/�� Ii:::Doy''fl iif Re,Och44..'�P"I"anwIIS"x,,17, 680 I 4 Yo i"V;VI1 � I•,+ iii l"I'k rol p 4 r L V.ri4 ,N Tld°.,8 7V FdI ShkHtI 6DbbH tier!, http7 lwww.boyntonbeachcra.com America's Gateway to the Gulfstream F'l ':.I"Mo iii 'I(~ivn<+,lI Y: I `Y I Itir�+i,! ils r" i ) b � ,do -] �' J i ) I 1 o ; f`+�oll�ol' I, V4+ i i f I o i .VII IYN', ,`R I d eR'Yi�III h to I_IPI+"ic? I to it ch dtl_" `uhf i :!G Nw,v, 6'f"P'7 "SII f+-c+in�h)" kptl_"f _ (if o,'Ol.,H (I IWI,'fll c irlrrYll.dnl 1Uon lf1d:; ii"LII, bc, :,I.,li;:'occ� h) pubhCw:;il�o From: Tony Pintsopoulos <tonyp(ccDsubculturegroup.com> Sent: Saturday, September 10, 2022 12:11:46 AM To: Shutt, Thuy <ShuttT(@bbfl.us>; 'Anthony Barber' <mrabarber(@me.com> Subject: RE: City Commission Agenda for June 21, 2022 Thank you, but does that mean you will now sign the Purchase and Development Agreement? We came across the same issue when applying for the Bond. They were asking for a signed agreement. Also, the container proposal, attached, is a large portion of the cost and will be assembled offsite and not through any GC. We appreciate your efforts. Thanks Tony Pintsopoulos, CPA SubCulture Group, LLC 518 Clematis Street, Suite 3, West Palm Beach, FL 33401 Phone 954-689-6632 Www.sUlrculture.org (,amedb� DADA ........ . l a&Cu�trURIc� � W Ei From: Shutt, Thuy <ShuttTCo)bbfl.us> Sent: Friday, September 9, 2022 11:31 PM To: Anthony Barber <mrabarberC@me.com> Cc: Tony Pintsopoulos <tonypPsubculturegroup.com> 681 Subject: Re: City Commission Agenda for June 21, 2022 Ok. Will have staff make these changes since I am booked until after the CRA Board meeting on Tues. 9/13. It is good you are working on the bond but that may not be needed until you have pricing and/GC, right? A more accurate project cost may be obtained after you go through the City's site plan approval process (in case there are other City requirements). Thanks. Sent from my Verizon, Samsung Galaxy smartphone Get Outlook for Android I X cLwIDIi::rp.. M"',""110c I Bki% l h CinnrlaI?AdPII'Y,, Id)tI ^ coy 'YII1 r' (',, � BclyIIN:�rol I'(la'ldr Ici�qf:� d _7Ia M I esr)Lifl wl: hItp://www.boyntonbeachcra.com America's Gateway to the Gulfstream NoI) so Ind' !°c.,h'!�cd '::i"I "t I o�''ki 9 it 1s c.➢ I ro,dcl pI,IhC P`+'^`OTC 'Mi M Id I I co�If:, ' Irl mc, `R I r"R IIda N s7 lhIpf:I.: IR o" IW1 flco I c )UcifI 682 zz ou Cr 0 0 C.) z Lj 6 L 10 10 Q M 00 (D I rm-i r1po" CI 04 h�P OL mik Q "Mm III im Liwl1. 0, I rm-i r1po" ffieelfing: Minutes Community Redevelopment Agency Board Boynton Beach, Florida February 13i, 2023 f. Project. Update of the Purchase and Development Agreement with 306 NE 6th Avenue LLC for the CRA O�wned Property located at 21; 1 E . Oicean Avenue Chair Penserga left the dais at 8:35 RM. andreturned to the dais at 8,-37 RU Ms. Julia Chilipi, building architect, introduced other team members, and she asked for a, 9101 -day tixtiension for submittal on Apriil 5. Shie said the documents referenced are on, the dr�ive antf located in the s,igned documents folders, She noted this is the first requiest for an! extension for site plan submittal. Board Member Hayasked if the Staff have seen the documients, Ms. Shlutt confirmed that Staff has not seen the documents,, Mr. Anthonly Barber explaiinied why the project was delayed, He stated he was given the wroinig information; on whiat was needed to be submitted to thie City, Mr, Aaroni Taylor, planning consultant, said they are, happy to move forward but the first round of comments will tell them what they are dealing with. ill I III I Willill, Oil I I la Mr. Allen Hendricks stated he wanted to ensure all Board members he understood the site developmenit. 4oard Membier Kelley expressed hier coincern with all the extensions thiat are! taking place in, the '.�.ityi. She inquired when will the Board see -thie slite plan. Mr. Barber responded that they could be ready for March yet would be more comfortable with April' to bring the project to the City. Board Member Kelley commented that she will speak with Staff to un!derpt and'why there are so many delays. Chair Penserga opened Public Comments. No one coming forward Chair Penserga closed the Public Comimients, Board Member TUrkini moved to table ex�tension to the May mleeting, Board Member Hay seconded the motion. The motion passed unanirnously. 685 From: Anthony Barber To: Shutt. Thuy Subject: 211 E OCEAN AVE Date: Tuesday, April 25, 2023 6:30:18 PM Hello Thuy, Can you set cup a meeting with all department officials to determine if any concessions can be made regarding any potential concessions and requirements. At this point the email that I was copied on did not effectively answer all of our questions from Amanda Radigan. At this time because we are due to report, we would also request an extension at the next board meeting so that we can try and have the meeting before then. PS Please moving forward you do not have to include Mr Pinstopolous on any further correspondence as he has journeyed to be with pour heavenly Father in Heaven. - THank You Anthony Barber 686 Meeting Minutes CRA Board Meeting Boynton Beach, FL May 9, 2023 Brian Hussey, BTH Development & Partners, introduced himself as one of the bidders. He said that they came out to offer further clarification and that the Post Office's interpretation was not fully understood. He explained the change to the site plan. He spoke about their proposed budget and changing market. Michael Weiner said that he only wanted to know whether they could speak to the Board Members individually following the meeting. He stated that both teams are facing the same set of problems. He commented that no one wants to see the Post Office go away but they need to deliver a message, and he believes they will continue to hit up against the Post Office barrier. Steven Grant joined virtually. He said that he uses the Post Office regularly as an attorney and the new site does not allow for distribution. He stated that a distribution site allows for better delivery. He recommended the CRA speak with the USPS again to see if they can afford another distribution site, to replace the site that they are trying to get rid of. Steve Miller joined virtually. He said that he works in the building north of the proposed location and it does not appear that the truck can back into the loading dock based on the design. He recommended a better location on 225 W. Boynton Beach Boulevard, which he believes is owned by the CRA. He also recommended a vacant lot across the street for a parking lot. He referenced drawings and photographs that he submitted. Chair Penserga closed public comments. Motion: Vice Chair Turkin moved to reject all bids. Board Member Hay seconded the motion. The motion passed unanimously. Vice Chair Turkin said since he was late, he wanted to disclose that he spoke to Mr. Anthony Barber regarding Item 13C. Additionally, he asked to add Homing Inn to Future Agenda, particularly how they can assist the project. Ms. Shutt explained the process for a request for assistance. She said that she can reach out to them to see what they need. Chair Penserga recommended to direct staff to reach out to Homing Inn for help. C. Project Update of the Purchase and Development Agreement with 306 NE 6th Avenue LLC for the CRA Owned Property located at 211 E. Ocean Avenue (TABLED 02/13/2023) Motion: Board Member Kelley moved to remove the item from the table. Board Member Hay 687 Meeting Minutes CRA Board Meeting Boynton Beach, FL May 9, 2023 seconded the motion. The motion passed unanimously. Ms. Shutt introduced the item. She summarized the project timeline and latest approved site plan. She noted that the concept requires an additional review through the Community Design Appeals Process, which will trigger a Major Site Plan Modification application. Anthony Barber, owner Troy's Barbeque, provided an explanation about the timeline and next steps. He said that he made an agreement based on a Minor Site Plan Modification and not a Major Site Plan Modification. Ms. Shutt noted that for staff to fully review, they would need a complete application. Board Member Kelley asked Mr. Barber if he is still committed. Chair Penserga added that there is a partner to consider as well. Mr. Barber said that the partner is more financial and they are fully invested in the project, based on the previous agreement. He noted that there is approximately $100K difference between what they agreed on and what they may have to do. Ms. Shutt further explained next steps and additional financial commitment from Mr. Barber. She added that they cannot waive requirements as a CRA Board, and that Mr. Barber still must go through the process. Board Member Kelley asked if a Major Site Plan would impact their progress moving forward. Mr. Barber responded that it would not completely derail them, but may require some concessions. Board Member Hay said that they wanted to make sure it was a fair process, but they need to make sure they do everything according to the books. He asked staff about the $100K difference. Ms. Shutt said that she cannot speak directly to the specific amount since it is Mr. Barber's decision on who he hires, but documents submitted for review are still required. Board Member Hay said that Mr. Barber needs to fulfill the obligations to move forward. Mr. Barber said they have not been able to determine which direction to go, to date. He explained the difference in costs for Minor and Major Site Plan Modification applications. Vice Chair Turkin said that this concept has not been done in the City before and there is a learning curve. He stated that his position is to move forward with an extension. -T- Meeting Minutes CRA Board Meeting Boynton Beach, FL May 9, 2023 WOWWWWWWWWWO Ms. Shutt recommended a 6 -month extension for the application. Public Comments: Chair Penserga opened public comments. No one came forth to speak. No virtual comments. Chair Penserga closed public comments. Motion: Vice Chair Turkin moved to provide an extension of 6 months and to amend the current Purchase and Development Agreement to adjust all other timelines with the 6 -month shift. Board Member Kelley seconded the motion. The motion passed unanimously. D. Project Update on the Bride of Christ Daycare Center at NE 10th Avenue Ms. Shutt introduced the item. She summarized the history of the project, and the deadline that was given to the church. She said that the Board gave a one-year extension last year, and they did not meet the deadline because they submitted for a different process. She said that the Board gave additional time to the applicant, and they were to report back to the Board today. She said that they are about 2 months behind on their project. She explained the timeline for approvals. Chair Penserga asked about a reasonable time deadline. Ms. Shutt responded at least until December. She explained the process and the delay in approvals. Joel Comerford, representative for the church, explained what the process is, and stated that it should be on the July 18th Planning & Development Meeting. Kyle Mayhew, Blue Horizon, stated that they have submitted the DART package before the deadline, and the timeline of their project. Mr. Comerford stated that they are still committed to the project and are asking for a continuation of their extension. Chair Penserga asked for clarification on the motion. Ms. Rossmell provided the options for a motion. Ms. Shutt explained the reversionary option, and the costs associated with it. Vice Chair Turkin stated that he is not going to deny an extension. There was discussion regarding the contract amendment and requesting a cap for the 0 Nicklien, Bonnie From: Sent: To: Subject: Attachments: II_1V.d1"U brCVd.:k Utterback, Theresa Monday, May 15, 2023 9:49 AM Nicklien, Bonnie FW: 211 E. Ocean Ave Site Plan Application Re: 211 E. Ocean Avenue Minor Site Plan Modification Follow up; Magnuson House -211 E. Ocean Ave_E Ocean Ave Improvement Plan )elidieloprnent Se iik es Pii,/Ia nV ::iIger Boyvnton Beach ddrnralL"V i Rd"iatlaloupd"U"'UI^rUt /NgiI^U"dd:::Y 100 II'''a>I'a I :du'a d� Ilkd;d'v 1,,, 11)ttcrbad::k Il ltftbff,lu:;:a � : https://www.boyntonbeachcira.corn America's Gateway to the Gulfstream SIU"arid'" be :;ad`,,ilis dI that I°]orkh) IIIi::U a I"rrd" )a !;I NW..NI"'IIIU UU^o!)rds h:@"w aUin!e ':iH L.oU'U'n:''",wpU radii,:"U of I°il'." ma iiia f^Mill: H IrIII U''hil be subject to tIU �d,'Id'.:...0 uroa„1...111°rider II"I rh!J a Ir&1" c or'd".�s 1a11Na I::TU°'lldlar811 ia4!1d'III d wd�s as 11" II"a�q..9UNI8c Iii,ec Yr(]s, � I1iierlTldl�, rl „ /our e Uk :rlll a U':n'nmurllla;r`ti or ,,/our e U°r nfl1 address U`ess 1rn1 :''add be su Id0 ct to p W UbI11d.°. dJ w(:Iosp. rl;ii:h. From: Radigan, Amanda <RadiganA@bbfl.us> Sent: Friday, May 12, 2023 10:01 AM To: mrabarber@me.com; atbarber@troysbbque.com Cc: Temple, Adam N. <TempleA@bbfl.us>; Tack, Timothy <TackT@bbfl.us>; Shutt, Thuy <ShuttT@bbfl.us>; Utterback, Theresa <UtterbackT@bbfl.us>; Kim, Jae Eun <KimJ@bbfl.us> Subject: 211 E. Ocean Ave Site Plan Application Good morning Mr. Barber, My name is Amanda Radigan; I am the Planning & Zoning Director at the City of Boynton Beach. I listened to the CRA meeting on Tuesday night and wanted to reach out in case you have any questions. I spoke with Jae Eun Kim, the City's Principal Planner who has been handling your project. I've attached a couple of emails for your review. Jae Eun emailed your architect February 2, the day after your pre -application meeting, to confirm the required process the project. I also re -confirmed the process to the CRA on March 16. 1 apologize if you have not been getting the 690 information from the various parties involved. Ifyou have any questions please include meand Jae Eunonthe correspondence. I would like to make sure you have the information need to progress forward with your proposed project. Best regards, Amanda B. Radigan 11114anda Radi&:)n,A|iEP,LEED,6,P P|annin�&�Zoning De�e|opnnen�P|mnning��Zmning &imi|ing Address' FID, :Io*310 | Bo,�ntcnBeach'F|o�la 1:1425 PhVsica|14ddress�1O0 Ocean Aix, Beach'F|Ji-da 33435 �— 561-/42-5":1158 P|eose be a�i�sedthat F|qriio has bnoad pub|ic records |aVvand aU corpesponencetn mevia ennoi| nno�111( be subjectto �isdosupe.Und�rF|oManecondo|aw4ennai|addnessesare pub|icrecords.Therefore,y�ure-mai|connmun[cationand ��ure-mai|acldnassnnay besubiecttmpubUc(�isc|osune. 691 Nicklien, Bonnie From: Kim, Jae Eun Sent: Thursday, February 02, 2023 9:08 AM To: Juliette L. Schiff Cc: Radigan, Amanda; Shutt, Thuy Subject: Magnuson House -211 E. Ocean Ave_E Ocean Ave Improvement Plan Attachments: COA 16-001 Staff Report.pdf, COA 16-001 Exhibits.pdf; COA 16-001 Approval Letter.doc; COA 16-001 Conditions of Approval.docx; Development Applications Process.pdf Good Morning Juliette, A Certificate of Appropriateness is required for any modifications to the Magnuson House. It would typically take two to three months once we receive the complete application, drawings, and documents. The Historic Resources Preservation Board (HRPB) is the decision body for the Certificate of Appropriateness. Based on the preliminary review of the conceptual plan, the project may require approval of a relief (Community Design Appeal). Therefore, the project is subject to review of a Major Site Plan Modification application, which can typically take four to six months. The application flow chart is attached to this email for reference. For further reviews of the City's Land Development Regulations including the application requirement and review process, please visit the City's online portal at Ihr t.p _-.Ihmg.p...gridiics„corn/us/flllbo rr on- Ibeach viewMode:::::ma enabledlLeftOve�rlla :::::showPUo eUtie.s follio:::::0843�d.S2.80300401.301#J.B 26.52!33 ..............................................................................p...............................................................................................y...............................................12................................................................................................................................................................................./..................................................../...... 80.061.5 .51 /:45) .......................................................................... Lastly, HRPB reviewed a similar proposal in 2016. Attached is the staff report and Conditions of Approval of the previous application for the House. Regards, F. Site Plan, Including Time Extension and Modifications. 1. General. a. Purpose and Intent. The purpose of this subsection is to set forth uniform procedures, well-defined application processes, and information to guide the review of site plan submittals. The applicant shall schedule a pre -application conference with staff and bring the proposed site plan. b. Applicability. New site plans are either `minor” or `major" based on criteria within this section. The following applications shall be considered `major"- (1) Site plans containing more than ten (10) new multi -family dwelling units; (2) Site plans for new non-residential structures over 15, 000 square feet; (3) Site plans requiring an application for Conditional Use; (4) Site plans requiring a relief application; and (5) Site plans for city -owned or operated facilities that causes a significant impact to abutting and adjacent properties, as determined by the Planning and Zoning Administrator. 692 Nicklien, Bonnie From: Shutt, Thuy Sent: Tuesday, March 28, 2023 3:29 PM To: Radigan, Amanda Cc: Tack, Timothy; Nicklien, Bonnie; Utterback, Theresa Subject: Re: 211 E. Ocean Avenue Minor Site Plan Modification Follow up So you are saying they will need a major SP approval because they are using a metal container structure. This is quite a departure from the pre -app. Where did the "p" come from? That was what threw me off. Sent from my Verizon, Samsung Galaxy smartphone Get Outlook for Android .............................................................................................. From: Radigan, Amanda <RadiganA@bbfl.us> Sent: Tuesday, March 28, 2023 8:18:50 AM To: Shutt, Thuy <ShuttT@bbfl.us> Cc: Tack, Timothy <TackT@bbfl.us>; Nicklien, Bonnie <NicklienB@bbfl.us>; Utterback, Theresa <UtterbackT@bbfl.us> Subject: RE: 211 E. Ocean Avenue Minor Site Plan Modification Follow up Sure. See below. Best regards, Amanda B. Radigan ur^� unaurda I' nrls ,a n fflCP II EED "^NI I l a"u rra n ;� ".o nu f� a � ur�u�, ..,wPuioeItl`"8pnlllie nt, 'ul:fl71n81rig & '".or1iin )v 3uHrui„ ,Addrir: s II.: 0, Ilio u a,":U1 I Il3c ri Uwn Il:3each, I l n n l n 13,1:!N'25 ::qrIsi+:zfl r driirss� 10D II Ocean Amid,o'� r Un I[�e ach," I':h�u„ntfa 33435 156.7126u'r u� l3ac iganA@b fLus bo,i�I,�fnton In ach aurg/ [g]- V LD1 I -F -Ii I"Ie "'.B'!rr Lw o;n I,vi' ° q.J that I1orldaB ha!:n a Iru'o�� (; i pubhc records Ia''ii�+,, algid aII rm::! iii,tda em,:ffl ni Yit e su jed ° �;h u!� di r.:Io" nure^,JJundet [:ItlrrAasu r& tlr:ds la,, , e:u” aH "''uu.;driil ss, :!s are pnsl. h ffi,!°:eIori vour e -maul and subject u:'� public Uc (' " From: Shutt, Thuy <ShuttT@bbfl.us> Sent: Tuesday, March 28, 2023 6:16 AM To: Radigan, Amanda <RadiganA@bbfl.us> 693 Cc: Tack, Timothy <TackT@bbfl.us>; Nicklien, Bonnie <NicklienB@bbfl.us>; Utterback, Theresa <UtterbackT@bbfl.us> Subject: Re: 211 E. Ocean Avenue Minor Site Plan Modification Follow up Hi Amanda, A few more questions for you: 1. If they are doing what is shown on pre -app, is this a minor site plan modification? Not sure if container concept can be treated the same way as other building types. I thought we were going to use this as a test case. Not sure if anything has changed since pre -app. If they are proposing metal structures then a CDPA is required as metal structures are not permitted by right. If a CDPA is required then the project will be processed as a 'major'. If they choose to use an approved building material then a CDPA would not be required and the project may be processed as a 'minor' (as long as other relief is not required). 4. What is a CDPA? Community Design Appeal (it's a relief application type) Thanks, Sent from my Verizon, Samsung Galaxy smartphone Get Outlook for Android .............................................................................................. hgrV ShUtt,, Ab Ali,, CmmR4 RA IDlll r^d:or Boynton Beach IE.cnnrruiuu,.uli.t: j Ag r.nii;:y Ip0 II..I, it ceall'n /lk'i�re. I BNr'N°ojnton B&::Kh 11=1orlltMa P'' , 561 d.i001 90 k3 Shpu9up@kr :Lu..s https://www.boyntonbeachcra.com America's Gateway to the Gulfstream be acl�lNnrea��:� :haat II I�orMae h,:!ls a hndw,u,.ad� .Vp.,uu"rlwr nd :;��':�rN�li°:; Ilau'k�ur and ¢i ��ric &' ) m �Ja�n : nu��'� g a .r�n d.�.NNntw,"";�w NdNrnn,u^ i � m i . � � �n8 Ilr na.n ip� rq!!!" awtl & r d;,d�:;�., to dtl",4:IID urd:".II,..,Illgld e I: ork a I11'(",LdwPN"tlJS laWI Na er'n aflW addIl it "m"mc!I"gym all e au h.` II"eo�: ndM. I herefore, hy(cI it c tl;Ian,nrgnunllc ardtBon and hr"R,w'ur c-rkarlll adald rN'ss Ilrna.ln°'iv be lwOwnLBletl t b) l;yq•nl""IIID"" Pw;lllsch'Psurc, From: Radigan, Amanda <IfpigrolIk.V.ous> Sent: Monday, March 27, 2023 8:00:27 AM To: Shutt, Thuy <Shptt ...@_bbfll.us> Cc: Tack, Timothy <j k1 @ I ffl. us>; Nicldien, Bonnie <IJi kl�e_m13... I�I�fl.uus>; Utterback, Theresa <iJtt irlbaq.k...... bbf1.us> ... _.. ........ ....................................... Subject: RE: 211 E. Ocean Avenue Minor Site Plan Modification Follow up 694 Good morning Thuy& Team, Please see my responses below. Let me know if further discussion is needed. Best regards, Amanda B. Radigan �r anda Radgan,A|EP, LEEQ,4P Dinecti:n, P|anning oning D�/e|opnnen� P|anning 84Zoning ��aiUn8Aiddress� PC' Bcox 3 W | Bc�nt,I�,,n Beach, 334�25 � 5G 7 !1 !!1-G2 5 6 b�!),,,nton-Leach,org/ P|eose be a�i�sedthat F|priio has brmad pub|ic re�zurds |aVvanJ aU cnrpespondenueto mevia enn�::i| moi( be subiecttm �isdosure.UnderF|or��are��ndo|am4ennai|a��nessesarepu�|icreconds.Therefore,y�ure-mai|cmnnmun[cationand 9oure-mai| acdness may be subjecttm pubHccisc|osure. From: Shutt, Thuy Sent: Thursday, March 16'20223:11PM To: Radigan, Amanda Cc: Tack, Tlmuthy Nick|ien, Bonnie UtterbackTheresa Subject: 211 E. Ocean Avenue Minor Site Plan Modification Follow up Just aquick follow upper our meeting this morning. We met with Anthony Barber and Rodney Mayo (306 NE 6 th Avenue LLC) yesterday on the project to go over the timeline and action items their team will need to be able to report back to the CRA Board at the May 8 th CRA meeting. Anthony indicated that their consultant has a different understanding of the requirements for the zoning approvals than what was discussed at our previous pre -application meetings. He indicated that they would need a major site plan modification with alarge checklist ofdocuments tobesubmitted. Please confirm and provide the following so we can forward this information to their team (and monitor their progress for compliance with the PDA or Board directions): A minor site plan modification application will be required to be submitted for the container restaurant use vs major site plan approval for a "relief app|icatinn"—|fthey are keeping the historic structure, this would be minor? A Relief Application (Community Design Appeal) would be needed for any portions of the applicable Chapter regulations that are not (or cannot) be met. This would befor standards like using metal buildings, not meeting the build toline, and/or not meeting any architectural standard. Arelief application requires this project beprocessed as"majVr". 695 Please clarify relief application vs. historic designation removal (is this one in the same?) This is not the same. The request to removal the Historic Designation will require this project go to the HRP Board. This will simply add a step in the approval process. A certificate of appropriateness or removal of the historical designation application may be submitted and reviewed concurrently with the minor site plan modifications as indicated by both Mike Rumpf in the CRA minutes and Jae's email on 2/2/23 yes. This request can go concurrently or ahead of the site plan. 4. A checklist of what would be required for this application. Specifically, there were items (e.g. traffic report, etc.) on the published checklist with a bullet that showed the documents "may' be required. This could make a difference with the consultants' fees. No SCAD Approval is needed Sound analysis and visual impact analysis can be responded to via a narrative reviewing how each is addressed in the site plan A Historic Preservation Statement will be required. A CDPA would also require a justification statement addressing the review criteria. R qrrm,ed '1/ h4ay W a ReqMrfx'I: -* "Ir Soe Phan m bE.m mj prmp ,para then rr rtraON Pan may not be requ.nmr;d i::a:imsr. hent c m mri ,ent from al, raftdaky pr'o'lehters, are rer1twrml m:CrkaMoir.]Ny, an r.aar'at..rm hlp and Erarrrrrabraance Rema mmt is reNjuried for ragh9, otr..w ay a r 5. An estimated timeline for site plan approval/historic designation removal/cert. of appropriateness and the next couple of dates for DART application submission. The process can take from 3-6 months and would include DART, NRPB, R&D, Commission, For this scale of a project I would estimate 3-4 months, depending on the quality of the submittal and how quickly the applicant can turn around comments. The first Wednesday of every month are the DART deadlines, however we accept applications at all times This information would help us make recommendations to the Board. Thank you. I ha.u,mr Shiutt,, AIA,„ FR ,...[„° 696 My= BKwh Coninalunit,,r 300 E, Ocewn Ame, I Boynbon BeacM Makda 33435 k, 561 6M) NN8 Ij ShutMPMA'Lus https.//www.boyntoribeachcra.conm F -I - America's Gateway to the Gulfstream Phwe be achAsed that Fhhda has a Road piubhc mc:orkl!�, an�J :�ffl corre4xnWetwe to nw Wa enmH may be suboct ui �,Jisc�osure,',Jnder FloHda reoxds WIN, emaH addrews am puW& records, � herek�ide,,Itcbur e-rnaH comnvun�c��a�on and IIIII(MAII, lo-rnafll addnns niwV be subpct to pubHc Mhsum, 697 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 NEW BUSINESS AGENDA ITEM 15.A SUBJECT: Consideration of Fiscal Year 2023-2024 Budget Adjustment for Boynton Beach Complete Street Improvements SUMMARY: The State of Florida Department of Transportation (FDOT) signed a Locally Funded Agreement (LFA) #444079-1-52-01 on July 12, 2022, with the City of Boynton Beach (City). This agreement will remove bike lanes, construction (installation) of sidewalk on north and south side of roadway, construct (install) new drainage inlets, installation of pedestrian signals, construct hardscape/decorative sidewalk, and installation of tree grates during the Department's Complete Street Improvements at various locations along Boynton Beach Boulevard from NW 3rd Street and US1/Federal Highway (see Attachment 1). Per the executed LFA, The City has already contributed $1,105,383 towards the project. The City adopted Resolution No. R20-045 to enter into an Interlocal Agreement (ILA) with the Boynton Beach Community Redevelopment Agency (CRA) funding the City's portion of the design ($250,000) and construction ($1 Million) costs; and Resolution No. R19-064 authorizing Florida Department of Transportation (FDOT) to proceed with design, construction, and administration of Boynton Beach Boulevard Complete Street Improvements (see Attachment 11). The First Amendment to the ILA between the City and CRA for funding of the BBB Complete Street Project increased construction funding from $1 Million to $1.5 Million due to increased construction costs and accounts for potential escalation of construction costs up to FY 2023 - 2024 (see Attachment III). On October 10, 2023, the CRA Board approved The Second Amendment to the Interlocal Agreement between the City and CRA (see Attachment IV) for funding of the BBB Complete Street Project increases construction funding from $1.5 Million to $2.75 Million, due to increased scope of work in the 100% design and the latest estimate of the project construction costs (Attachment V). On October 26, 2023, the City of Boynton Beach and CRA received information from FDOT that the project will cost more than originally anticipated. Therefore, the Second Amendment to the ILA, which was previously approved by the CRA Board but not by the City Commission, requires further revision to accurately account for construction funding of the Boynton Beach 698 Boulevard Complete Street Project (Attachment VI). FISCAL IMPACT: FY 2023-2024 Budget, reallocated from Project Fund, Line item 02-58200-401 - $350,000 to Project Fund, Line item 02-58200-406 CRA BOARD OPTIONS: Staff is recommending $350,000 be transferred from Property Acquisitions, Line item 02- 58200-401 and reallocated to Infrastructure & Streetscape, Line item 02-58200-406 to aid in the shortfall. ATTACHMENTS: Description • Attachment I - Executed LFA • Attachment II - BBB Complete Street ILA • Attachment III - First Amendment ILA BBB Complete Street • Attachment IV - Second Amendment ILA BBB Complete Street • Attachment V - Email FDOT with Revised Cost Estimate • Attachment VI - Revised Second Amendment ILA BBB Complete Street Street 699 wait, Florida Department of Transportation RON DESANTIS 3400 West Commercial Boulevard JARED W. PERDUE, P.E. GOVERNOR Fort Lauderdale, FL 33309 SECRETARY July 12, 2022 Mr. Gary Dunmyer, PE City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, Florida 33435 RE: Locally Funded Agreement (LFA) FM: 444079-1-52-01 Description: Removal of bike lanes, construction (installation) of sidewalk on north and south side of roadway, construct (install) new drainage inlets, installation of pedestrian signals, construct hardscape/decorative sidewalk, and installation of tree grates during the Department's Complete Street Improvements at various locations along Boynton Beach Blvd. from NW 3rd Street and US1/Federal Highway Dear Mr. Dunmyer: Enclosed please find a copy of a fully executed Locally Funded Agreements for the Project referenced above. Also included is a copy of the Resolution No. R22-089. Said documents are to be retained for your records. If you have any questions, please do not hesitate to contact me. I can be reached at (954) 777-2285. Sincerely, W�0�1 01 Leos A. Kennedy, Jr. Program Management Unit District Four enc: LFA copy: Leslie Wetherell, P.E., Project Manager Mark Madgar, Work Program Manager LFA Section File www.fdot.gov 700 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 111", ", I , : ; 2RINJLI• y - I I : STATE OF FLORIDA DE�PARTMENT OF TRANSPORTATION LOCALLY FUNDED AGREEMENT THIS Locally Funded Agreement ("Agreement"), entered into this 12th day of JulY 20i 22 , by and between the State of Florida Department of Transportation hereinafter cal�led t D,EPARTM ENT, and City of Boynton Beach located at 100 E, Ocean Avenue, Boynton Beach, Flori 33435, hereinafter called the PARTICIPANT. I WITNESSETH 1111IMMUNNUMUTIMA I 1411:f -Al 13 Oil 11 01 NW 3rd Street and US-1/Federal Highway in Palm Beach County, Florida. (Financial Maniagemient (FM) Number 4,44079-1-52-01, Funded in Fiscal Year 2023/2024); and WHEREAS, the PARTICIPANT has requested that the DEPARTMENT perform t ' hie following additional work: Removal of bike lanes, construction (installation) of sidewalk on north and'! south side of roadway, construct (install!) new drainage lnle:ts,, installation of pedestrian signials, construct hardscape,/decorative sidewalk, and! installation of tree grates (Financial Management (FM) number 444079-1-52-01, Funded in Fiscal Year 2023/202�4) as set forth in Exhibit A attached hereto and ''R1111114: IN 1111!1! 1 151! R111 1!1111111 V , 11!!! 1 239EENMO WHEREAS, the improvements, are in the interest of both the PARTICIPANT and the DEPARTMENJ and it would be moire practical, expeditious, and: economical for the DEPARTMENT to perform su ad 2 WHEREAS, the PARTICIPANT by Resolution No. 2. IMi dated thie day of 20�22 , a copy of which is attached hereto anid made a p�art helred ydr, Vice -Mayor, or designee to enter into this Agreement. authorilzes the Mia I NOW, THEREFORE, in! const deration of the mutual benefits to be denved from joint participation the Project, the parties agree to the following: U13EBM= M*R 12 M, mannewm=K�0 Z The DEPARTMENT shall be respons,ible for assuring that the Project complies with all applicable Federal:, State and Local laws, rules, regulations, guidelines,, and standards. 3. The PARTICIPANT agrees to make all previous studies, maps, drawings, surveys, and other data and information pertaining to the Project available to the DEPARTMENT at no extra cost. Page 1 701 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 F The DEPARTMENT shall have the sole responsibility for resolving claims and requests for additional work for the Project, The DEPARTMENT will make reasonable efforts to obtain the, PARTICIPANT input in its deciIsions. & The total cost of the Department's construction work and the Project is estimated to be FIVE MILLION ONE HUNDRED FIVE THOUSAND THREE HUNDRED EIGHTY-THREE DOLLARS AND NO, CENTS ($5,105,383.00). The PARTICIPANT's share of the Project is an estimia,ted amount of ONE MILLION ONE HUNDRED FIVE THOUSAND THREE HUNDRED EIGHTY-THREE DOLLARS AND NO CENTS ($1, 1 05,3,83.00i), which sum shall be paid to the DEPARTMENT. -17-131`eFe'r ri: Is L'S' I "Iff WnTf1n1y=fM= a 661F 1MWT I : I RI hereinafter defined as the "Total Project Cost". l�in the event the Total Project Cost is, less than the funds provided, the diffbirence will be refunded to the PARTICIPANT, In the event the Total Project Cost, without modifications, results in a sum greater than that paid by the PARTICIPANT, then such sum shall be the sole responsibility of the PARTICIPANT and shall be paid to the DEPARTMENT. BOB= IM 011-0-1111! Remittance shall be made payable to the Department of Transportation, Payme, shall be clearly marked to indicate that it is to be applied to FM Number 444079- 52-01The DEPARTMENT shall utiliize this amount towards costs of Project N 444079-1-52-01. 1 Payment shall be mailed to: Florida Department of Transportation Office of Comptroller General Accountin# Office, LFA S tion I 605 Suwannee Street, MIS 42B Tallahassee, Florida 32399 In lieu of mailing payment to t�hei DEPARTMENT, the PARTICIPANT may also Tubmift the payment for the Project via wire transfer. Page 2 702 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 " ♦w • . IM' N.A.Wells Fargo Bank, Account w w w i wr ABA '„ 121000248 State of Florida Department of CollateralBureau of wt Re: project #444079 1111 In order or FDOiT to receive ^rw it for the funds due to the Department, reference line must contain "FDOT"' and an abbreviated purpose,, financial project number or LFA accountII- Once the wire transfer is complete, please contact Tia Parnell at 85iO-414-48,86. In addition to " Parnell,PARTICIPANT +1 s wl " ,� • IM 'i • �! ^ II n1 i .. w "" w . IM . • � IfY : � � . w ,. � � www'"" • i� MI . ""w"" rw i � r w � awr �, rl! � M '� . � 'IM .d • " 'i III., R1,. � w �o� '" • ;,�. N' . � - I � AI • VI `. ► � ,. '� . M � , � ' rM IN . � r iu ■r ww � . . ! "" • 1111..... r i.. �, � .,. � . �, •,. I I • .' � ', r � ". r Aw I �,. � r ww FUM . www ww Mw �I ., .. TIMM " w r www payment thani, the advance deposit IF 1111. DEPARTMENT "` :amount advance deposit exceeds the PARTICIPANT 's payment for the accepted bid amount plus allowances if such refund is requested PARTICIPANT advancePARTICIPANT's payment for the accepted bid amount plus allowances is less than the deposit amount, . DEPARTMENT refund. ., advance deposit exceeds the PARTICIPANT 's payment for the accepted bid amount plus allowances if such, refund is requested by the PARTICIPANT in writing, Page 3 703 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 10 W (E) The DEPARTMENT intends to have its final and complete accounting of all costs incurred in conniectioin with the work performed hereunder within three hundred sixty (360) days of'finail' payment to the Consultant. The DEPARTMENT considers the Project complete when the final payment has been made to the Consultant, not when the design work is comiplete. All Project cost records and accounts shall be subject to audit by a representative of the PARTICIPANT for a period of three (3) years after final close out of the Project. The PARTICIPANT will be notifi�ed of the final cost. Both parties agiree that in the event the final accounting of total Project cYM sts pursuant to the terms, of thiis Agreement is less than the total depodate, the excess funding will be refunded to the PARTICIPANT. If the final accounting is not performed within three hundred sixty (360) days, the PARTICIPANT is not relieveNM from its, obligation to pay. (F) In the event the final accounting of total Project costs indlicate that the Project costs are greater than the total deposits to date, the PARTICIPANT will pay the additional amount within forty (40) calendar days, from the date of the invoice from the DEPARTMENT. The PARTICIPANT agrees to pay interest at a rate as established pursuant to Section 55.iO3,, F.S., on any invoice not paid within forty (40) calendar days until the invoice is paid. (G)i Upon receipt of payment, from the PARTICIPANT to the DEPARTMENT, the DEPARTMENT will then forward the PARTICIPANT's payment to the Department of Financial Services, Division of Treasury for, deposit as provided in the Three Party Escrow Agreement (3PEA) ®. the PARTICIPANT, the DEPARTMENT and the State of Florida, Department of Financial Services,, Division of Treasury, a copy of which is attached hereto and made a part hereof as Exhibit 13. Page 4 704 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 13 ii I off & Upon completion of the Project, the PARTICIPANT will comply with the provisions set forth in Highway Maintenance Memorandum of Agreement (HMMOA)i which is attached heretMN and made; a part hereof as Exhibit e PARTICIPANT shall agree to maintain the Project in accordance with the terms obit C, The terms of this, paragraph shall survive the termination of this Agreement. 7, In the event it becomes necessary for either party to institute suit for the enforcement of the provisions of this Agreement, each party shall be responsible to pay their own attorney fees and court costs. Venue with respect to any such litigation shall be in Broward County. 8. This Agreement and any interest herein shall not be assigned, transferred or otherwise enicumbiered by the PARTICIPANT under any circumstances without the prior written consent of the DEPARTMENT. However, this Agreement shial�l run to the DEPARTMENT anMN its successors. 9Except as otherwise set forth herein, this Agreement shall continue in effect and be binding to both the PARTICIPANT and the DEPARTMENT until the Project (FM# 444079- 1-52-01) is completed as evidenced! by the written acceptance of the DEPARTMENT. i 10The PARTICIPANT warrants that it has not employed or obtained any company or perso other than bona filde employees of the PARTICIPANT, to sollcit or secure this Agreeme and it has not paid or agreed to pay any company, corporationi, individual or firm, other th a, bona fidle employee employed by the PARTICIPANT. For breach or violation of thi, provision, the DEPARTMENT shall have the right to terminate the Agreement witho flabifity. I (A) shall utilize the U Si. Department of H�omieland Security's E -Verify system to verify the iI employment eligibility of all new employees hired by the PARTICIPANT / Veindor/ Contractor during the term of the contract-, and (B) shall expressly require any subcontractors performing work or providing services pursuant to the state coaict to filkewise utilize the U.S. Department of Homeland Security"s E-Verlfy system to verify the employment eligibility of all new employees hired by the su bcontractor d u ring the contract term . 12. This Agreement is governed by, and construed in accordance with the, laws of the State of Florida, 11 This document incorporates and includes all prior negotlaitionsi, correponNi* nc conversations, agreements, or understandings applicable to the matters contained herei, and the parties agree that there are no commitments, agreements or understandin] P,age 5 705 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 TkA concerning the subject matter of this agreement that are not contained in this document, Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representation or agreements whether oral or written. It is further agreed that no modification aimendment. or alteration in the terms, and conditions effective unless contained in a wn'tten document executed with the same formality and of equal dignity herewith. 14. Any or all notices (except invoices) given or required under this Agreement sihaill be in, writij and either personally delivered with receipt acknowledged or sent by certified mail, retu receipt requested. All notices delivered shall be, sent to the following addresses: Horida Department of Transportation - District Four 3400 West Commercial Blvd. Fort Lauderdale, Florida 33i309-3421 Attni: Leos A. Kennedy, Jr. With a copy to� Leslie Wetherell A second copy to: Office of the General Counsel If to the PARTICIPANT: City of Boynton Beach 1010 E. Ocean Ave Boynton Beach, Florida 33435 Attn: Gary Dunmyer, M,B.A,, P,E,, City Engineer With a copy to* City Attorney Pagc 6 706 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 I R VT ITNESS WH E REO F, the PART ICI PANT has caused this Agreement to be ex�ecuited in its behalf, *y the Chairman/C c'Iman of the CITY OF BOYNTON BEACH or, its designee, as authorized' by L 4 ) i 'I Resolution -and the FLORIDA WEPARTMENT OF TRANSPORTATION has caused this Agreement to be executed in its behalf through its Director of Transportation Development or authorized designee. I 91 UT11620-040"s BY: CITY ATTORNEY BY: 5DocuSigned by: L4, OtSbt& 711112022 1 4:53 PM EDT —D'3&B"C842F& STEVEN' C, BiTAUN, P.E , *E— DIRECTOR OF TRANSPORTATION DEVELOPMENT DocuSigned by: BY: Fra"*m. OFFICE OF THE GENERAL COUNSEL, DocuSigned by: BY: DISTRICT PRQQRAh�{y. �4.T*R, Page 7 707 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 4 1 M0;, Exhibit, A Scope of Services FM# 444079�-1 -52-01 SR4/Boynton Beach Blvd from NW 31d St to US -1 TOM 1-1 W a Blvd as part of the DEPARTM'ENT's complete streets initia,t�i�ve. The DEPARMENT will construct the following to include�, but not limited to: Relocation of the curb and' gutter to accommodate * Lane width reduction * Removal of bike lanes c) 15'sideiwa,lk on south side of roadway (with 12'continuous, sidewalk) o 9' sidewalk on north side of roadway, (with 6' continuous sidewalk) • Mifling and resurfacing of roadway, includes reconstruction in some areas • Signingand pavement markings includ'ing the addition of sharrows • New drainage inlets connecting to existing drainage system due to the reiocation of the curb and Rutter New pedestrian s�ignials/push buttons installed at US-1/Sieacrest intersection and on the west leg of US-1[SR-804 intersecti�on due to the relocation of the curb and gutter Impacted loops and pull'boxes replaced at US-1/Seacirest intersection and on the west leg of US- 1/SR-804 intersection 0 Hardscape,/deGoraitive sidewalk ;: Installation of tree grates for future landscape opportunitj Also includes addition of sharrows on the following local streets N'W 31 St from Ocean Ave to SR-804/Boynton Beach BI • Ocean Ave from NW 31rd St to US-! • Boynton Beach Blvd from US -1 to the marinia/ intracoastail waterway Page, 8 708 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 Exhibit B I I R * a 5 0 /I j 111#91-m-Iffir; THIS AGREEMENT is made and entered into by and between the State of Florida, Department of Transportation ("FDOT"), City of Boynton Beach ("Participant"), and the State of Florida, Department of Financial Services, Division of Treasury ("Escrow Agent"), and shall become effective U ""tie Agreement's execution by Escrow Agent, WHEREAS, FDC T and Participant are engaged in, the folllowing project ("Project"' Project Name: Complete streets improvements Project #: 444079-1-52-01 County: Palm Beach County WHEREAS, FD,OT and Participant desire to establish an escr unt for the Project, NOW THEREFORE, in consideration of the premises a& venants contained herein, the parties agree to the following: 1 An initial deposit will be imade into an7$erest bearing escrow account established hereunder for the purposes of the Projeqt The escrow account will be opened with the 4 K K 2 Escrow Agent on behalf of FD6n, Escrow Agent's receipt and execution of this Agreement. Other deposits to the escri�ww cc au nt may be made during the life of this Agreement, doin accordance with instructions provided by the Escrow Agent to o ntthe escrow account. A wire transfer or ACH deposit is the r,51F,f payment and shouild' be used whenever possible. Moneys in the escrow account will be invested in accordance with section 17.61, Florida Statutes. The Escrow Agent w,ill invest the moneys expeditiously. Income is, only earned on the moneys while invested, There is no guaranteed rate of return. Investments in the escrow account will be assessed a fee in accordance, with Section 17,61(4)(b), Florida Statutes, All income of the investments, shall accrue to the escrow, account, Page 9 709 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 6. Unless instructed otherwise by FDOT, all interest accumulated ini the escrow account shall remain in the account for the purposes of the Project. 7. The Escrow Agent agrees to provide written confirmation of receipt of funds to FDOT, MOT agrees to provide a copy of such written confirmation to Participant upon request. 8. The Escrow Agent further agrees to, provide quarterly reports to FDOT coincer, e escrow account. MOT agrees to provide a copy of such quarterly reports to ant upon request. 41 1 9The, Escrow Agent shall: not be liable for any error of judgimient or for an)ONYone or omitted by it in good faith, or for anything which it may in good faith do f in from doing ng in connection herewith, 1& Escrow Agent shall have no liability for any claim, cost, e damage, or loss due to the acts or omissions of FDOT and Participant, nor fro parate agreements between FI T and Participant and shall have no resp ty to monitor or enforce any responsibilities herein or in any separate agr e s associated with this Agreement between MOT and Participant. 11, This Agreement shall be governed by an-1;terpreted in accordance with the laws of the State of Florida. 12, This Agreement may be e in two or more counterparts, each, of which shall be deemed an original, but all h together shall constitute one and the same instrument. 1& This Agreement sha $Vinate upon disbursement by the Escrow Agent of all money held by it in the escro, nit in accordance with the, instructions given by FD T's Comptroller or designee a ication from IFDOT to Escrow Agent that the account is to be closed. A�Z The remainder othis page is blank. Page 10 710 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 # IN WITNESS WHEREOF, the parties have duly executed the Agreement on the date(s) below. For FN. OT (signature), For PARTICIPANT (signature) Name and Title Name 59-3024028 Federal' Em ployer I.Di. Number Title Date Federal Enis lar I FOT Legal Review: For Escrow Agent (sign, Name and Title Da Page 11 711 DocuSign Envelope ID: BFCF09C7-1 D4B-415F-B52E-1 664D5C1 2007 EXHIBIT C HIGHWAY MAINTENANCE MEMORANDUM OF AGREEMENT WITH CITY OF BOYNTON BEACH 712 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 SECTION No.: 93000-,248,93900-223, 93900-224, 93'900-225 F11NI No.: 444079-1-52-01 AGENCY., City of Boy fton Seach C.R. No.: N,/A .......... V r. of Florida, hereinafter called the AGENCY collecbve�y referred to as parties, WITN ESSETH- WHEREAS, the AGENCY has jurisdiction over NW 3rd St, Ocean A Boynton Beach Blv67 rt of the Cit� of Boon Beach, roadwaW "stem from Oc?,. Wvd, d St/SW Trd St to SMr: -5/US-I/Federal Highway, an( -I/Federal Highway to the manna/intracoastal waterway respectively; and WHEREAS, pursuant to Sections 339.07, 339.08 an Floridal Statutes and Federal funding provisions the DEPARTMENT is authorized to undertake prw AGENCY's geographical limits and the AGENCY agrees, to have thi's improvement constructed; a I WA A== T#m QZk;jJkj_*A 01 FIVINSWO 1 11 construct certain im rovements more I red to as the "Project", as more particularly described in Exhibit F -W w MM-celffier 1 TdU 1, fut�,JW nff ;7fd *f1fw6 A each party; and WiTsTiMMARw+ w �+C N; W THEREFORE, for and in consideration of the mutual bene % to flow each to the other, the Parties Onant and agree as follows: 1. The recitals set forth above aretrue and correct and are deemed incorporated herein. . 1 - 713 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 2. The DEPARTMENT has undertaken and oibtained the approval of Federal participation for the Project. The AGENCY is responsible for additional Project costs determined to be Federal Aid Ilk "Alm T. nt I The AGENCY shall alklow the DEPARTMENT and its contractors to enter onto the existing AGENCY property. No further permit or agreement from the Agency shall be required to, construct this Project. 4The AGENCY shall continue to maintain the existing roadway and any, property ow AGENCY uni the DEPARTMENT begins construction of the Project. The AGENCY shall to be responsible for mowing and litter removal during the duration of t e Project.?, 5. Upon, "final' acceptance" by the DEPARTMENT of the Project, (as "finalf acce in the Standard Specifications for Roadway and Bridge Construction dated J and Notice thereof to the AGENCY, the AGENCY shaill maintain the-etwoq "kes (MUTCD current edition, or as documents, aind oo (e) Manual n Unifrm Traffic C v amended, Maintenance of said, P ■- w, rlimited to, pavement miarkings. a. The AGENCY graints to the DEPA 6 construct the Project., ,�!Nie'alli rights necessary to enter and b. The Department shaH� Jth : AG ENCY seven (7) days' notice before fina I i rispectio The AGENCY wili ry < Vt, he opportunity to inspect and identify corrections to,, t PROJE within k �7) days' notice and the DEPARTMENT aigrees to undertal thw wrre i r to finial acceptance solongi as the corrections comply withii t Final Prop strucdon plans and s�piecification previouMy approved by both t DEPAR d the AGENCY. I 6o No addititi fft of way iis required'foir the PROJECT. The PR03ECT can be completed withkiii� —'W the g right of way. I 111 11 111 i I III I MW M �ntal perm,itting: if requested by the DEPARTMENT, the AGERCY shall sigiin as a joint iid be responsible for the permits, related to the Project, Further the AGENCY shall be TI i io that the Pro'ect remainis in comnliance with all nermits after the --l' —1 - construction is complete and the right of way is transferred to the AGENCY. To 1 permitted by law, the AGENCY shall inderi the DEPARTMENT for ainy violations by the W 714 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 AGENCY of any permits issued to the Department or jointly to and the DEPARTM ENT after construction is complete. The AGENCY shall execute all documentatioquired by the: permitting agencies in a timely manner to accept transfer of the Proj!ect. The AGENCY shilaill be the applicant for all occupancy permits that are required for the Project. 9. UtOrtiesi The AGENCY shall cooperate with the DEPARTMENT, to the e:xtent necessary, to accomplish utility relocations for this Project, This shall include, but not be limited to, entering into utility subordination agreements with the affected; utility owners, thereby assuming liabili for future utility, r6ocations within the AGENCY right of way and proposed right of way. At! its expense, the AGENCY shail comply with any and all request of the DEPARTMENT to provid r notice to utility owner to initiate work necessary to alleviate interference; to remove •te non-compliant utilities; aind to place liens upon noompliant utility owners withi e ENCY right of way, as defined in Floridai Statues 33i7,403 and 337.404. The AGENCY s !able and rermburse the DEPARTMENT for any cost incurred by the DEPARTMENI ICY's failure to tim6ly comply with said request. AA 0 0 a, AGENCYS Utiiities,, The AGENCY shall relocate and adjuistiUtl i ities including connection with, utility customers. 10, Unforeseen issues: If unforeseen issues shall arise, th A*INCY shall cooperate with the DEPARTMENT to the extent necessary to construct ct. This shall include but not be limited to the execution of documents; a the Department and/or their contractors/consultants to enter upon the real i p rty owned, leased, possessed and/or controlled by the Agency upon, which the Pr Ject ivoto be constructed or any property adjacent thereto. tts: The AGENC kv t the U.S. nt f Homeland Securitys, E -Verify system tverify the pl, s hT e h ww eligibih" . o Ovl Zenew oemployees hired by the AGENCY during the: term of the ) :K1 w- wz intractors performing work or providing services pursuant to the ze the U,S. Department of Homeland Security's E Verify system mp ibility of all new employees hired by the contractor during the: 12. Thi ocWent incorporates and includes all prior negotiations, correspondence, conversations, ay i nts, or understandings as represented in the Final Proposed Construction Plains. co wingly, it is agreed that no deviation from the terms hereof shail�l be predicated upon any prior resentation or agreements whether oral or written. 3. The DEPARTMENT will provide the AGENCY with as-biuilts as a part of the final acceptance: paickage. W 715 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 14. This Agreement shall be governed, interpreted, and construed according to the laws of the State of Florida. 15. LIST OF ENHIBITS • Exhibit A* Project Scope • IN, B: AGENCY's Resolution N V DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year provided below. ATTEST: �#i -itoti Beach. through ADEN_ BOARD OF CITY COMMISSIONERS By: —day of A 20 Approved as to f office of City Attorney By: NT 4 STATE OF FLORIDA 4�t�, Q DEPARTMENT OF TRANSPORTATION NEGizmam 110mamimmy M 11101immamr-sm- lW1111111 KJ 717 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 SECTION No.: 93000-248,9390,0-223, 93900-224, 9390 0-225 AGENCY: City of Boynton Beaich All of the improvements are to be compieted by DEPARTMENT within the AGENCY's existing NOcean Ave and Boynton Beach Blvd i right-of-way, s Pavement Markin Signing and g 3 5harrows are proposed along NW Y4 5t from Ocean Ave to 5P-804/BoynBlvd, Ocean Ave from NW 31d 5t to SR-5/NJ5-1/Federal Highway, and Boynton Beach BNv R- /US-1/Pederat Highway to the marina/intracoastai waterway M 718 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 w' ON No.. 939W223, 93900-224,93900-225 FM No.: 79-1-52-01 AGENCY: pity of BoVnton, Beach C.R. Na.. N/A m 719 DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 I RESOLUTION NO. R22 - 089 2i 3 A RESOLUTION OFTHE CITY I BEACH, FLORID 4 APPROVING AND AUTHORIZING THE MAYOR TO SIGN T 5 FLORIDA DEPARTMENT OF TRANSPORTATION'S (FDOT- 6 LOCAL FUNDED AGREEMENT, THREE PARTY ESCRO 7 AGREEMENT, AND FDOT HIGHWAY MAINTENAN 8 MEMORANDUM OF' AGREEMENT, AND PROVIDING A 9 EFFECTIVE DATE. 10 1 11 WHEREAS, in 2018, the Boynton Beach Community Redevelopment Agency (CRA) 12 was awarded a Federal Highway Administration Federal Lands Access Program (FLAP) Grant 13 to redevelop Boynton Beach Blvd (between NW 4th Street and US l/Feclerall Highway) into a 14 Complete Street; and 15 WHEREAS, in June 2019, the City Commission authorized the Florida Department of 16 Transportation to proceed with the design, construction, and administration of the Boynton 17 Beach Boulevard Complete Streets Project, between NW 3rd Street and Federal Highway (US 18 1); and 19 WHEREAS, in June 2020, the City Commission approved a Locally Funded Agreement 20 (LFA) and for the payment of the City's portion of the design cost; and 21 WHEREAS, the construction, and the City's portion of construction funding 22 ($1,105,383) which will be reimbursed by the CRA, is scheduled for 2023; and 23 WHEREAS, prior to construction the FDOT requires the following agreements signed: 24 State of Florida Department of Transportation Locally Funded Agreement, Three Party Escrow 25 Agreement and District Four Highway Maintenance Memorandum of Agreement. 26 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 27 recommendation of staff, deems it to be in the best interests of the City residents to approve 28 and authorize the Mayor to sign the Florida Department of Transportation's (FDOT's) Locai 29 Funded Agreement, Three Party Escrow Agreement, and FDOT Highway Maintenance 30 Memorandum of Agreement, 31 N14)W, THEREFORE, BE ITRESOLVED BY THE CITY COMMISSION OF THE CITY OF 32 BOYNTON BEACH, FLORIDA,THAT: 5ACA\RES0\8oynton Beach Blvd FDOT Agreements - Reso.Docx 720 --------- -- DocuSign Envelope ID: BFCF09C7-1D4B-415F-B52E-1664D5C12007 33 Sgction 1 � The foregoing "WHEREAS" clauses are true and correct and hereby 34 ratified and confirmed by the City Commission 35 Section 2. That the City Commission of the City of Boynton Beach does hereby 36 approve and authorize the Mayor to sign: the Florida Department of Transportation's 37 (FDOT's) Local Funded Agreement, Three Party Escrow Agreement, and FDOT Highway 38 Maintenance Memorandum of Agreement, copies of which are attached hereto, and 39 incorporated herein as, Exhibits A through C. 40 Section 3. That this Resolution will become effective imirnediately upon passage. 41 PASSED AND ADOPTEthis day of �11,1 .2022. 42 43 CITY OF BOYNTON BEACH, FLORIDA 44 45 46 47 48 49 50 51 52 53 54 55 56 57 5s ATTFU 59 60 61 62 63 64 65 66 (Corporate Seal) 67 Mayor - Ty Penserga Vice Mayor - Angela Cruz Commissioner -Woodrow L. Hay Commissioner - Thomas Turkin, Commissioner - Aimee Kelley VOTE -VON % to, gV0 2 S:\CA\RESO\Boynton Beach Blvd FDOT Agreements - Reso,Docx NXIMEEM141 721 DocuSign Envelope ID: BFCF09C7-1 D4B-415F-B52E-1 664D5C1 2007 Kennedy, Leos From: Rubio, Jessica Sent: Thursday, July 7, 2022 9:07 AM To: D4 -Program Management Subject: FW: Responsible Charge & Selection Committee Delegation - Transportation Development (7/7/22 - 7/12/22) FYI Jessica Rubio I District 4 Program Management Administrator 3400 West Commercial Blvd. Fort Lauderdale, FL 33309-3421 (954)777-4626 From: Godfrey -Baker, Monifa <Monifa.Godfrey-Baker@dot.state.fl.us> On Behalf Of Braun, Steve Sent: Thursday, July 7, 2022 9:03 AM To: D4 -MC <D4-MC@dot.state.fl.us> Cc: D4 -ASC <D4-ASC@dot.state.fl.us> Subject: Responsible Charge & Selection Committee Delegation - Transportation Development (7/7/22 - 7/12/22) While I am out of the office from Thursday July 7th through Tuesday July 12th, 2022, John Olson will be in responsible charge and have my full signature authority for D4 Transportation Development. I also delegate John Olson as the Transportation Development member of the D4 Selection Committee for Monday, July 111h, 2022. Please afford John your usual courtesy and cooperation. Monifa Godfrey -Baker can be contacted directly at (954) 777-4646 for immediate assistance while I am out of the office. Steven C. Braun, P.E. Director of Transportation Development FDOT - District Four Stag,,e.:.6�ira,uvulm..au,s;..:.fII.:.us. Office: (954) 777-4143 Cell: (954) 303-9192 FDOT I a c(° 'I:ook I I Null Uit l Xapu.0 I u,jb m^, J 1A(r:irdel re �a 722 RESOLUTION NO. R20-045 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR TO SIGN AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY TO FUND THE COMPLETE STREETS DESIGN AND CONSTRUCTION OF BOYNTON BEACH BOULEVARD BETWEEN NW 4114 STREET AND FEDERAL HIGHWAY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on May 12, 2020 the Boynton Beach CRA approved the Interlocal Agreement between the City of Boynton Beach and the CRA to fund the design and construction of the Boynton Beach Boulevard complete streets and vision zero project from NW 4th Street to Federal Highway (US-]); and WHEREAS, on June 18, 2019, the City Commission approved resolution R19-064, authorizing the Florida Department of Transportation to proceed with the design, construction and administration of the project; and WHEREAS, on April 24, 2019 the USDOT/FHA selected the Boynton Beach Boulevard complete streets project for award through the Federal Lands Access Program (FLAP) grant in the amount of $631,530 to fund design 'costs; and WHEREAS, on September 20, 2018 the Palm Beach TPA adopted the Boynton Beach Boulevard complete streets project in the FY20-24 priority projects list and was prioritized federal funding in the amount of $2,232,414 dollars; and WHEREAS, as contemplated in the ILA the CRA will fund the design up to $250,000 in fiscal year 19/20 and the construction up to $1 Million in fiscal year 22/23; and WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the recommendation of staff, deems it to be in the best interests of the City residents to approve and authorize the Mayor to sign an Interlocal Agreement with the Boynton Beach Community Redevelopment Agency to fund the complete streets design and construction of Boynton Beach Boulevard between NW 4th Street and Federal I-lighway. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. Each Whereas clause set forth above is true and correct and incorporated herein by this reference. S-1CA\RLS0\Agreernen1s\1i,A With CRA For Complete Streets Funding For NW pith Street Roadway - Reso,Doex 723 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby approve and authorize the Mayor to sign the Interlocal Agreement between the City of Boynton Beach and the Boynton Beach Community Redevelopment Agency to fund the complete streets design and construction of Boynton Beach Boulevard between NW 4th Street and Federal Highway, a copy of said Interlocal Agreement is attached hereto as Exhibit "A". Section 3. That this Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this �d day of June, 2020. CITY OF BOYNTON BEACH, FLORIDA YES NO Mayor — Steven B. Grant Vice Mayor —Ty P'enserga Commissioner --Justin Katz d Commissioner— Woodrow I_ Hay Commissioner—Christina L. Romelus VOTE ° ATTEST: v , Cr, tal Gibson, MMC City Clerk (Corporate Seal) SACMRESOlAgreements%ILA With CRA For Complete Streets Funding For NW 4th Street Roadway - Reso.Docx 724 INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT THIS AGREEMENT ("Agreement") is made by and between the CITY OF BOYNTON BEACH, a Florida Municipal Corporation, ("City"), and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, ("CRA"). The City and the CRA may be referred to in this Agreement individually as a "Party," or collectively as the "Parties." WITNESSETH: WHEREAS, the 2016 Boynton Beach Community Redevelopment Plan ("Plan") calls for the redevelopment of the Cultural District and the Boynton Beach Boulevard District as those Districts are described in the Plan; and WHEREAS, the City and the CRA desire to provide funding for a project known as the E. Boynton Beach Boulevard Streetscape Beautification and Complete Street Project ("Project"), as further described in Exhibit "A," Scope of Work, which is hereby incorporated herein; and WHEREAS, the City and CRA have obtained state and federal grants to fund portions of the Project; and WHEREAS, the City has previously adopted City of Boynton Beach Resolution R19-064 (attached hereto as Exhibit "C) authorizing the Florida Department of Transportation to design, construct, and administer the Project; and WHEREAS, the Project falls within the Community Redevelopment Area ("CRA Area"), and more specifically, in the Cultural District and the Boynton Beach Boulevard District, as shown on Exhibit `B," Location Map, which is hereby incorporated herein; and WHEREAS, the CRA desires to provide funding for certain eligible expenses related to the Project, and; and WHEREAS, the City has decided to move forward with the Project, which includes the design through construction phases of the Project; and WHEREAS, the Project furthers the CRA's Community Redevelopment Plan ("Plan") because the Project will provide traffic calming measures, enhance the pedestrian environment and connectivity of uses along the Boynton Beach Boulevard, accommodate 012%. -a 1 725 different modes of transportation within the CRA Area, and will provide the opportunity to redevelop the area within the Project in accordance with the Plan; and WHEREAS, the CRA is limited by § 163.370(3), Florida Statutes from making certain expenditures; and WHEREAS, the CRA desires to reimburse the City for certain expenses related to the Project that are not prohibited by the Florida Statutes and are consistent with the Plan; and WHEREAS, the CRA Board finds that this Agreement, and the use of the CRA's funds to implement the Project, to be consistent with the Plan and Florida Statutes; and WHEREAS, the CRA and the City find that this funding agreement serves a municipal and public purpose, furthers the Plan, and is in the best interest of the health, safety, and welfare of the residents and business owners within the CRA Area; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties hereby agree as follows: 1. Recitals. The recitals set forth above are hereby incorporated herein. 2. Obligations of the CRA. The CRA shall provide funding to the City, on a reimbursement basis only, for eligible expenses related to the Project, consistent with the terms of this Agreement. Eligible expenses are those expenses that are consistent with the requirements of Florida Statutes, consistent with the Plan, directly related to the Project as described in Exhibit A, and in compliance with the requirements of this Agreement. a. For design services associated with the Project, the CRA shall provide funding to the City in an amount not to exceed Two Hundred and Fif Thousand and 00/100 Dollars ' 250 000.00 . The City may ask for reimbursement for such design services up to and including, but no later than, September 30, 2020. Any reimbursement request for such design services submitted after September 30, 2022, will not be reimbursed unless and until the CRA Board votes to approve the funds requested as an eligible expense. b. After October 1, 2022, the City may request additional funding from the CRA for construction associated with the Project, including for any construction deposit the City is required to pay to FDOT. The CRA may, in its sole discretion, agree to provide such funding in an amount 012%900-2 2 726 'to be mutually agreed to by the Parties at a later date, but which in no case will exceed One Million and 00/100 Dollars l 000 000 ,. c. The CRA's obligation to provide funding to the City is contingent upon the inclusion of the funding in the CRA's approved Budget for the fiscal year in which the funds will be disbursed. 3. Obligations of the City. a. The City shall ensure funds provided by the CRA are not used for any purposes prohibited by § 163.370(3), Florida Statutes, or otherwise prohibited by law. b. The City shall ensure that the Project is designed and constructed in compliance with the Plan. c. The City shall be responsible for effectuating the Project and contracting with other entities, including the Florida Department of Transportation, as necessary to effectuate the Project, but shall coordinate with the CRA concerning compliance with the Plan. d. Upon request from the CRA, or an authorized agent of the CRA, including the Executive Director and the CRA Attorney, the City shall provide all documents reasonably requested by the CRA or CRA's agent documentation concerning compliance with § 163.370(3), Florida Statutes and this Agreement. 4. Reimbursement of Funds a. The CRA shall disburse funding to the City for the reimbursement of direct expenses related to the Project consistent with the Plan and the terms of this Agreement. b. When the City desires reimbursement funding from the CRA for eligible expenses, the City shall provide a written request for reimbursement ("Reimbursement Request") to the CRA, which shall include the following information: i. A summary of the status of the Project; ii. A statement and evidence that the Project is in compliance with the Plan. 727 iii. Copies of all invoices, receipts, and any other documentation necessary to evidence the amount and purpose for each payment made by the City for the Project for which the City is seeking reimbursement that year. c. Upon receipt of a Reimbursement Request from the City meeting the requirements of this Agreement, the CRA shall remit funding in the amount requested, consistent with this Agreement, to the City within thirty (30) days of receipt of the Reimbursement Request. d. If the City submits a Reimbursement Request that the CRA deems incomplete, the CRA shall notify the City in writing. The City shall have 30 days from receipt of the notice to provide the necessary documentation to complete the Reimbursement Request. If the City fails to provide the documentation required by the CRA within 30 days, only the portion of the Reimbursement Request, if any, that the CRA deems complete and eligible will be used to calculate the amount of reimbursement funding. The CRA will not reimburse the City for any portion of the request the CRA deems not to be an eligible expense or the CRA deems to be otherwise ineligible for reimbursement. 5. Limits of CRA Obligations for the Project. The Parties agree that the CRA shall be responsible to the City for providing reimbursement for eligible expenses for the Project only, and shall not otherwise be responsible for effectuating the Project. 6. Indemnification. The City shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property or other damages, or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment installation and removal) of the Project. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA or the City as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require the City to indemnify the CRA for its own negligence, or intentional acts of the CRA, its agents or employees. Each party 012% r-2 4 728 assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 7. Term of the Agreement. This Agreement shall become valid and commence upon execution by the last Party to this Agreement, and shall terminate on September 30, 2024 ("Termination Date"). The CRA shall not be required to reimburse the City for any untimely requests or requests submitted after this Agreement has terminated. The term of the Agreement may be extended one time for a period of one year and may only be extended upon approval by the CRA Board and upon the appropriation of CRA funds for intended purposes of this Agreement in the subsequent fiscal year's budget. Such extension is only effective upon the execution of a written amendment signed by both Parties. Nothing in this paragraph shall be construed so as to affect a Party's right to terminate this Agreement in accordance with other provisions in this Agreement. 8. Records. The City and the CRA each shall maintain their own records and documents associated with this Agreement in accordance with the requirements set forth in Chapter 119, Florida Statutes. All such records shall be adequate to justify all charges, expenses, and costs incurred in accordance with generally accepted accounting principles. Each Party shall have access to the other Party's books, records and documents as required in this Agreement for the purpose of inspection or audit during normal business hours during the term of this Agreement and at least 1 year after the termination of the Agreement. 9. Filing. The City shall file this Interlocal Agreement pursuant to the requirements of Section 163.01(11) of the Florida Statutes 10, Default. If either Party defaults by failing to perform or observe any of the material terms and conditions of this Agreement for a period of ten (10) calendar days after receipt of written notice of such default from the other Party, the Party giving notice of default may terminate this Agreement through written notice to the other Party, and may be entitled, but is not required, to seek specific performance of this Agreement on an expedited basis, as the performance of the material terms and conditions contained herein relate to the health, safety, and welfare of the residents of the City and CRA Area. Failure of any Party to exercise its right in the event of any default by the other Party shall not constitute a waiver of such rights. No Party shall be deemed to have waived any rights related to the other Party's failure to perform unless such waiver is in writing and signed 01246900-2 5 729 by both Parties. Such waiver shall be limited to the terms specifically contained therein. This section shall be without prejudice to the rights of any Party to seek a legal remedy for any breach of the other Party as may be available to it in law or equity. 11. No Third Party Beneficiaries. Nothing in this Agreement shall be deemed to create any rights in any third parties that are not signatories to this Agreement. 12. Compliance with Laws. The City and the CRA shall comply with all statutes, laws, ordinances, rules, regulations and lawful orders of the United States of America, State of Florida and of any other public authority which may be applicable. 13. Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the Parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 14. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of the Agreement if the rights and obligations of the parties contained herein are not materially prejudiced and if the intentions of the parties can continue to be achieved. To that end, this Agreement is declared severable. 15. Governing Law and Venue. The validity, construction and effect of this Agreement shall be governed by the laws of the State of Florida. Any and all legal actions necessary to enforce the terms of this Agreement shall be conducted in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, if in federal court, in the United States District Court for the Southern District of Florida, to which the Parties expressly agree and submit. 16. No Discrimination. Parties shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 0,296460-2 730 17. Notice. Whenever either Party desires to give notice to the other, such notice must be in writing and sent by United States mail, return receipt requested, courier, evidenced by a delivery receipt, or by overnight express delivery service, evidenced by a delivery receipt, addressed to the Party for whom it is intended at the place last specified; and the place for giving of notice shall remain until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective places for giving of notice. CITY: Lori LaVerriere, City Manager Mrs-MOTWO 100 E. Boynton Beach Boulevard Boynton Beach, FL 33425 CRA: Michael Simon, Executive Director Boynton Beach CRA 710 N. Federal Highway Boynton Beach, Florida 33435 Copies To: James A. Cherof Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Tara Duhy, Esquire Lewis, Longman & Walker, P.A. 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 18. No Transfer. The Parties shall not, in whole or in part, subcontract, assign, or otherwise transfer this Agreement or any rights, interests, or obligations hereunder to any individual, group, agency, government, non-profit or for-profit corporation, or other entity without first obtaining the written consent of the other Party. By signing this 7 731 Agreement, the CRA provides its written consent for the City to assign the City's obligations under this Agreement for the design, construction, and administration of the Project to MOT as provided for in City of Boynton Beach Resolution R19-064, but does not provide its written consent for the City to assign any of the City's rights under this Agreement to any party. 19. Interpretation. This Agreement shall not be construed more strictly against one Party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the Parties. The Parties declare that the terns of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 20. Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed electronically. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 21. Survival. The provisions of this Agreement regarding indemnity, waiver, and termination, and records shall survive the expiration or termination of this Agreement and remain in full force and effect. 22. Time is of the Essence. The parties acknowledge that time is of the essence in the performance of the provisions in this Agreement. 23. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the each party shall be responsible for its own attorneys' fees and costs. 012469W2 8 732 IN WITNESS WHEREOF, the CITY and the CRA hereto have executed this Agreement as of the law of the dates set forth below. ATTEST: MY OF BOYNTON BEAM Ar XJ MIJ r r Clerk as to Office of the Approved Attorney Form: Office of the CRA Attorney otogya" 9 a Florida I corporatism Steven B. Grant, Mayor REDEV'ELOP'MENT AGENCY Steven B. Granit,cha�� S '7 �/ 7 L—�— .. .... ....... 733 EXHIBIT "A" SCOPE OF WORK. The following details the description of the project services to be performed by the Florida Department of Transportation (Department) under the project FM Number 444079-1 (City of Boynton Beach Various Locations) on behalf of the City of Boynton Beach utilizing the FHWA FLAP Grant along with the Local Funds as agreed with the City, Scope Definition: The project consists of Complete Streets improvements along Boynton Beach Blvd, between NW 4th Street and US l/Federal Highway. The proposed improvements consist of lanes width reduction, the expansion of the existing sidewalk on the south side of Boynton Beach Blvd to a 15' shared use path and to a 9' sidewalk on the north side, the addition of pedestrian lighting, and the installation of one pedestrian crossing. Enhanced connectivity to the intracoastal waterway and City Marina is proposed by adding shared lane markings (sharrows) from US 1 to the intracoastal. As a component of this project shared lane markings (sparrows) and signage will be added on SW 3rd Street from Ocean Ave to Boynton Blvd and on Ocean Ave between SW 3rd Street and US 1. Scope Elements: ADA ADA compliant sidewalk with curb ramps. Detectable warning surfaces shall be provided at the existing sidewalks and curb ramp locations in addition to any proposed curb ramp locations. All improvements shall meet the current ADA and FDOT standards. Drama e Drainage modifications are associated with the proposed improvements due to the expansion of the existing sidewalk. New inlets will connect to the existing drainage system in Boynton Beach Blvd. Specific permitting associated with drainage will be obtained. 01296900-2 10 734 Environment Permit Department will acquire all necessary Environmental/ Drainage Permits. Landsca)in , ardsca e Landscape enhancements include the addition of trees and shrubbery added along the corridor in both the median as well as incorporated into the widened pedestrian sidewalk. Irrigation sleeves shall be included in the project cost. Due to work mix and funding type, landscape will not be eligible to be included with the project, even with local funds. Lighting The existing streetlights will be impacted by the roadway modifications. Lighting along both sides of the corridor will be replaced with dual head light poles that provide a light facing the street for vehicles and a light facing the pedestrian zones for pedestrians. Si °�nalization A midblock crosswalk to be installed on Boynton Beach Boulevard just east of SW/NW 2"a Street, along with the rectangular rapid flashing beacons (RRFB) to enhance the visibility. The midblock warrant analysis has been completed and approved by the Department. Pedestrian crossing will facilitate school children walking from school to adjacent neighborhoods. New pedestrian push buttons will be installed at Seacrest intersection since the wider sidewalk will make buttons too far from proposed ramps. Sign nin and Markin Update signs and pavement markings to accommodate the proposed bike lanes, reduced travel lanes widths and widener sidewalks. Additional markings to be included due to proposed pedestrian crossing. Sharrows are proposed east of Federal Hwy on both directions on Boynton Beach Blvd. Sharrows to be also included along SW 3rd St from W Boynton Beach Blvd to W Ocean Ave and along W. ocean Ave from SW 3rd St to US1/ Federal Hwy. Dynamic Envelope pavement marking will be provided on the rail crossing (272480N). 01795900.2 11 735 Typical Section Existing Typical Section The existing typical section consist of an urban section of two (2) 11' lanes in each direction with a l l' dual left turn lane in the median with 3' shoulder, curb and gutter and 7.5' sidewalk on both sides. Proposed Typical Section The proposed typical section consists of two (2) 10' lane in each direction (sharrows) with a 10' dual left turn lane in the median, curb and gutter at the outside at both sides with a 15' shared use path on the south side and a 9' sidewalk on the north side. Utilities Existing and future utility infrastructure will be improved along the corridor by undergrounding but will be funded by the City. There are no proposed utilities associated with this project. However, some existing utilities may need to be relocated. Local Agency is responsible for any utility adjustments/costs. 0[294900-2 12 736 EXHIBIT `B" LOCATION MAP 012%9+0-2 13 737 5 6 7 a 9 10 11 12 13 14 is 14 17 is 19 7o 21 22 23 24 25 26 27 28 29 AO 31 32 33 34 35 36 37 EXHIBIT `C" MOLUTION NO. 1119-M A RESOLUTION OF THE CITY OF UOYNYON' REACH, FIAMIDA. AUTHORIZING' THE FLORIDA DEPARIAWNT OF TRANSPORTATION TO PROCEED WITH' THE DESIGN, CONSTRU04ON AND ADMINISTRATION OF THE BOVNTON BEACH BOULEVARD COMPLETE STREETS PROJEC-FHET"UN NW 3JU) STREETAND FEDERAL HIGHWAY; AND PROVIDING AN LFFECTIVE DATE. W11FREAS, the Pedeml Lands Access llrog=i (FLAP)'was Created bthe "Mok-ine., Ahead fi)r Progress in the 21"a Ctoltury Act" and continua in the "Fixin Artietica's Surface TrariNportation" (J'AS'l') Act (if 2015 to improve state and local transportation facilities that provide access to and though fcdcral lands for visitors and rccrcationists, and WHEREAS, the Roynton Beach Community Redevelopment Ageitcy ((`KA), on behalf of the Cii), submitted a project application for a FLAP Grant that would help fund the Royal ion Reach Boulevard Complete Streets Irroject; and WHEREAS, on Apiii 24, 2019, this project was selected and fully funded (for $01,5-10) for tise towards Engineering design of the full project is attachment I - AwaW Letter), and WHFRFAN, the prt.1ject is currently, included in the Florida Department of' Transp,orurtion C11) 1) work program for design in Fiscal Year 2021 and construction in Fiscal Ycur 2023; and MIEREAS, FDOT will he responsible fiir the design, construction, and administration of, the project. NOW, I 1JEREVORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BLACH, FLORIDA. THAT; S, �iqn 1, 11w to Tegoing "Alhereas' clauses are hereky ratified and confinned a,% being, true and corree(and my hereby, made as specific part of this Resolution upon adoption hereof. S ' ucliol"2, '111c 00, Commission audiorizes FDOI to proceed with design md, cosistructi,n or the stiynwn (leach Boulevard (7ornplete Street Prqiect, I his Rtsolu(ioj, will hiecollic 04Mtk! iniolediately ulvall rassage. 14 738 � PASSED AND ADOPTED W le Q0 2M 9. Cl I Y' 0Tip Y10 ON BEACH, FT OR I DA 41 ITS NO lr� rr� i� i o r 15- VOTE of WifT!" C Ink WHEMMOMM 15 739 740 I RESOLUTION NO. R22-170 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING 3 AND AUTHORIZING THE MAYOR TO SIGN A FIRST AMENDMENT TO THE 4 INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND 5 THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY TO 6 PROVIDE AN ADDITIONAL $500,000 IN FUNDING FOR THE 7 CONSTRUCTION OF THE BOYNTON BEACH BOULEVARD COMPLETE 8 STREETS PROJECT; AMENDING THE ADOPTED FY 2022/2023 BUDGET FOR 9 THE 302 FUND FROM $4,921,527 TO $5,315,527; AND PROVIDING AN 10 EFFECTIVE DATE, 11 WHEREAS, in 2018, the Boynton Beach Community Redevelopment Agency (SBCRA), 12 on behalf of the City of Boynton Beach (City), was awarded the Palm Beach Transportation 13 Planning Agency (TPA) 2018 Local initiative Grant and Federal Highway Administration Federal 14 Lands Access Program (FLAP) Grant to redevelop Boynton Beach Boulevard (BBB) between NW 15 4th Street and US 1 /Federal Highway into a Complete Street; and 16 17 WHEREAS, in June 2020, City Commission an Interlocal Agreement with the BBCRA for 18 the funding of the City's portion of the design ($250,000) and construction ($1 Million) costs; 19 and 20 21 WHEREAS, in July 2022, City Commission authorized the City of Boynton Beach to sign 22 the Locally funded Agreement with FDOT which documented the terms and conditions 23 regarding the total construction cost of the project at $5,105,383 and the City of Boynton 24 Beach's portion of construction funding at $1,105,383 25 26 WHEREAS, the First Amendment to the Interlocal Agreement between the City and 27 BBCRA for funding of the BBB Complete Street Project increases construction funding frcp $1 28 Million to $1.5 Million due to increased construction costs and accounts for potential escalation 29 of construction costs up to Fiscal Year 2023 - 2024; and 30 31 WHEREAS, a budget amendment is required in order to complete this; and 32 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 33 recommendation of staff, deems it to be in the best interests of the City residents to approve 34 and authorize the Mayor to sign a First Amendment to the Interlocal Agreement with Boynton 35 Beach Community Redevelopment. Agency to provide an additional $500,000 in funding for 36 the construction of the Boynton Beach Boulevard Complete Streets Project; and to amend the 37 Adopted FY 2022/2023 budget for the 302 Fund from $4,921,527 to $5,315,527. 38 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 39 BOYNTON BEACH, FLORIDA, THAT: C:\Users\Dejesusm\Apirdata\Les= Microsoft\Windows\lnetcache\Content.OutiooklOISAOYU2\First Amcndment To ILA With CRA For Funding East BBB Complete Streets Project AND Budget Amendment - Reso,Doex 741 40 Section 1. Each Whereas clause set forth above is true and correct and 41 incorporated herein by this reference. 42 43 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby 44 approve and authorize the Mayor to sign a First Amendment to the Interlocall Agreement with 45 Boynton Beach Community Redevelopment Agency to provide an additional $500,000 in 46 funding for the construction of the Boynton Beach Boulevard Complete Streets Project. A copy 47 of the First Amendment to the Interlocal Agreement is attached hereto and incorporated herein 48 as Exhibit "A'. 49 Section 3. The Adopted Fiscal Year 2022!2023 budget for the 302 Fund is hereby 50 amended fr rn $4,921,527 t $5,315®527, 51 Section 4. That this Resolution shall become effective immediately upon passage, 111 11 Ili 111 Pill Ili ii� gli'll 11; 53 CITY OF BOYNTON BEACH, FLORIDA 54 55 YES NO 6 7 Mayor - Ty Pensera��.�." .............. 5 9 Vice Mayor -- Angela Cru � ,m. _..... 60 fit. Commissioner - Woodrow L Hay 62��.,,, 3 Commissioner - Thomas Turkirl �.... �m 64 65 Commissioner — Aimee Kelley ..... .... 66 7 VOTE Y t°fid 69 70 �.�,�,.�. ... .. _.' ��. ..�.. ��.. ................ .. ........ 71 ayle/ sus, P SIC r Ty Penserga 72 City Cl l m0 F Mayor 73 74 ., All n 75 (Corporate Seal) r 76 77 ffi�e�*� BCI�1 1rl�llar,...o.. ............... 7 7 �t ._ _ . City Attorney C:lUserslD*susmlAppdataN,ocalWlicrosoMWindows\lnetcache\Content.Outlook\O1SAOYU2\First Amendment To ILA. With CRA For Funding East BBB Complete Streets Project .AND Budget Amendment - Reso.Docx 7421 FIRST AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT This FIRST AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR. THE FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT ("First Amendment") is entered into by and between the City of Boynton Beach ("CITY") and the Boynton Beach Community Redevelopment Agency ("CRA") (collectively referred to as the "Parties'). WHEREAS, the Parties previously entered into the INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT ("Interlocal Agreement"); and WHEREAS, the CITY has requested and the CRA desires to provide additional finding for a project known as the E. Boynton Beach Boulevard Streetscape Beautification and Complete Street Project ("Project"); and WHEREAS, the CRA Board finds that the Project site is within the CRA Area and that the Project and will provide traffic calming measures, enhance the pedestrian environment and connectivity of uses along the Boynton Beach Boulevard, accommodate different modes of transportation within the CRA Area, and provide the opportunity to redevelop the area within the Project in accordance with the Plan; and WHEREAS, the changes to the Project precipitating the request for additional funding are consistent with the intent of the Project described in the Interlocal Agreement; and WHEREAS, the CRA Board finds that this First Amendment, and the use of the CRA's funds for the Project, are consistent with the CRA's Redevelopment Plan and Chapter 163, Florida Statutes; NOW THEREFORE, in consideration of the promises contained herein and in the Interlocal Agreement, the sufficiency of which both Parties hereby acknowledge: 1) Incorporation. The recitals and other information above is hereby incorporated herein as if fully set forth. 01797337-1 743 2) Amendment. Paragraph 2.b, of the Interlocal Agreement is amended as follows: b. After October 1, 2022, the City may request additional funding from the CRA for construction associated with the Project including for any construction deposit the City is required to pay to FDOT. The CRA may, in its sole discretion, agree to provide such funding in an amount to be mutually agreed to by the Parties at a later date, but which in no me will exceed One Million Five Hundred Thousand and 00/100 Dollars ($1,000,000 $ 1,500,000.00). 3) General. Except as expressly set forth in this First Amendment, the Interlocal Agreement is unmodified and remains in full force and effect, and is hereby ratified and confirmed by the CRA and the CITY. This First Amendment any be executed in any number of counterparts, any one and all of which shall constitute the agreement of the Parties and each of which shall be deemed an original. To the extent of any conflict between the Interlocal Agreement and this First Amendment, this First Amendment shall control. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. of the CRA Attorney BOYNTON BEACH COMMUNITY REDEVELOPMENT A�MNCY 'hoard By: Chair Ty P se,�a Approved"a to Form., CITY OF BOYNTON BEACH By: ............ of the CITY Attorney qL-,,c Ty Penserga, Mayor I 01787S37-1 744 745 746 747 SECOND AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT This SECOND AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT ("Second Amendment") is entered into by and between the City of Boynton Beach ("CITY") and the Boynton Beach Community Redevelopment Agency ("CRA") (collectively referred to as the "Parties"). WHEREAS, on June 9, 2020 the Parties previously entered into the INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT ("Interlocal Agreement"); and WHEREAS, on November 14, 2022 the Parties entered into the FIRST AMENDMENT FOR THE ADDITIONAL FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT ("First Amendment") due to increased construction costs and accounts for potential escalation of construction costs up to Fiscal Year 2023-2024; and WHEREAS, the CITY has requested and the CRA desires to provide additional funding based on the Florida Department of Transportation's (FDOT) updated project costs known as the E. Boynton Beach Boulevard Streetscape Beautification and Complete Street Project ("Project"); and WHEREAS, the CRA Board finds that the Project site is within the CRA Area and that the Project and will provide traffic calming measures, enhance the pedestrian environment and connectivity of uses along the Boynton Beach Boulevard, accommodate different modes of transportation within the CRA Area, and provide the opportunity to redevelop the area within the Project in accordance with the Plan; and WHEREAS, the changes to the Project precipitating the request for additional funding are consistent with the intent of the Project described in the Interlocal Agreement; and WHEREAS, the CRA Board finds that this First Amendment, and the use of the CRA's funds for the Project, are consistent with the CRA's Redevelopment Plan and Chapter 163, Florida Statutes; 01797537-I 749 NOW THEREFORE, in consideration of the promises contained herein and in the Interlocal Agreement, the sufficiency of which both Parties hereby acknowledge: 1) Incorporation. The recitals and other information above are hereby incorporated herein as if fully set forth. 2) Amendment. Paragraph 2.b. of the Interlocal Agreement is amended as follows: b. After October 1, 2022, the City may request additional funding from the CRA for construction associated with the Project, including for any construction deposit the City is required to pay to FDOT. The CRA may, in its sole discretion, agree to provide such funding in an amount to be mutually agreed to by the Parties at a later date, but which in no case will exceed Two Million Seven Hundred Fifty Thousand and 00/100 Dollars ($2,750,000.00). 3) General. Except as expressly set forth in this Second Amendment, the interlocal Agreement is unmodified and remains in full force and effect, and is hereby ratified and confirmed by the CRA and the CITY. This Second Amendment any be executed in any number of counterparts, any one and all of which shall constitute the agreement of the Parties and each of which shall be deemed an original. To the extent of any conflict between the Interlocal Agreement and this Second Amendment, this Second Amendment shall control. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. Approved as to Form: ZOO, ...... . ....... ce of the CRA Attorney Approved as to Form: Office of the CITY Attorney BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY BY_..._............. " µ Ty Penserga, %K&86'at°d Chair CITY OF BOYNTON BEACH BY..w__..w_..�........_ ............... Ty Penserga, Mayor 01787537-1 750 From: Wetherell, Leslie To: Shutt, Thuy Cc: Emile, Milot; Guzman, Mario; Mack, Andrew; Tack, Timothy; Hill, Vicki Subject: RE: updated local cost estimate; 444079-1 Date: Tuesday, August 29, 2023 5:52:48 PM Attachments: Hi Thuy, Correct. The current cost estimate of the project is: $6,603,588 Therefore, the current local portion is: $2,603,588 Per the LFA executed, the check previously provided by the City was in the amount of $1,105,282 The current cost differential is: $1.498.306. As you noted, if you currently have set aside $900K additional, then your differential would currently be $598,306 (approximately $600K) Please note we are still pre-bid. Whatever the bid comes in at will dictate the ultimate differential. As such, I would recommend setting aside more than the —$600K differential to ensure the City can cover the actual bid amount as that will be what is required after the bids come in and I notify the City of the differential. I look forward to receiving a response from the City by Sept 1St affirming the commitment to local funding for this project. Thanks. L. Wetherell Design (954) 777-4438 From: Shutt, Thuy <ShuttT@bbfl.us> Sent: Tuesday, August 29, 2023 3:16 PM To: Wetherell, Leslie <Leslie.Wetherell@dot.state.fl.us> Cc: Emile, Milot <EmileM@bbfl.us>; Guzman, Mario <GuzmanM@bbfl.us>; Mack, Andrew <MackA@bbfl.us>; Tack, Timothy <TackT@bbfl.us>; Hill, Vicki <HiIIV@bbfl.us> Subject: RE: updated local cost estimate; 444079-1 Hi Leslie, Just following up on our phone conversation last week. Please confirm that this additional local is 751 approximately $600,000 more than the previously requested amount per your correspondences with Gary below. We currently have $900,000 budgeted in FY 2023-2024 for the project. We have an upcoming CRA meeting on September 12th where our Board will adopt the FY 2023-2024 so I just want to make sure we present the correct additional cost differential for the project ($2,603,588 current estimated local funding). The City will still need to discuss this internally prior to commitment as they will need to front the funds prior to seeking reimbursement from the CRA through our ILA with the City. Thank you. --AAAtw.boyntonbeachcra.com America's Gateway to the Gulfstream Ne,lse Yh fl i cq (],i a h" i'`_Vi'V i'+W9ihhc m i;rni a I 1 Ad alnd °II dci me ,6 1 ernl i"II Ilp 1��,,r" be o7 fi �clo,m..@w I lmi , I nrld,i record" I h',v"em,IH pIJUHi, k?+-°wi )rel ,t:rM n%:1il dR7, o I:MI"V1pIIrplk::oi,km anci vow c, fel )H oddes'„> Yep puhhc From: Wetherell, Leslie <Leslie.Wetherell@dot.state.fl.us> Sent: Thursday, August 24, 2023 1:54 PM To: Emile, Milot <EmileM@bbfl.us>; Shutt, Thuy <ShuttT@bbfl.us> Cc: Alam, Majharul <maj@propel-engineering.com>; Guzman, Mario <GuzmanM@bbfl.us>; Abdurakhmanov, Moisey <AbdurakhmanovM@bbfl.us> Subject: RE: updated local cost estimate; 444079-1 Thanks Milot. Please let me know if you need any additional information to review/discuss internally. L. Wetherell Design (954) 777-4438 From: Emile, Milot <E.m_il_n1�..(_b_bfl.aa_ > 752 Sent: Thursday, August 24,20231:37PK4 To: Wetherell, Leslie Shutt, Cc: Alam, Majharu| ; Guzman' Marin;Abdurakhmanov, K4oisey Subject: RE: updated local cost estimate; 444O79'l Hi Leslie, | hope you are doing well today. VVeapologize for the delayed response. We will meet with our Director of Public Works, and get back to you. Thank you for your understanding Emile, PE EnBineer|V 8oynton8eachUti��i��En�neerinQ C10yof8oynton8each 124EBN Fid Beach, Florida 33435 America's Gateway tothe Gulfstream PIeasethat� oridahasabroadpub|icmcmds|awandaUcorrespondencetome�aemai|maybe su�ectto Under � orido records kaw\ emaH addresses are pubUc recovdsTherefore, youre-maH communi��iunandvow re-maHaddressmaybeyuL��ocItupub|icdisc|osure From: Wetherell, Leslie Sent: Thursday, August 24,202311:O7AK8 To: 5hutt,Thuy � Emile, K4i|ot Cc: Alam, Majham| Subject: FW: updated local cost estimate; 444079-1 nimi|nt Please see below. | kindly need aresponse bvCOB, Sept Istconfirming the City's additional local contribution. Please feel free tocall me with any questions. Thuy—copying you too. L. Wetherell 753 Design (954) 777-4438 From: Wetherell, Leslie Sent: Thursday, August 24, 2023 8:07 AM To: Dunmyer, Gary <D n_m.. r a) fl. a > Cc: Maj Alam <rn.j..(propel er�ineering.:_c:om> Subject: RE: updated local cost estimate; 444079-1 Hi Gary, Just touching base to see how your conversations are going internally to ensure we meet next week's deadline. Please LMK. I am in the office today if you would like to discuss. Thanks. L. Wetherell Design (954) 777-4438 From: Wetherell, Leslie Sent: Friday, August 18, 2023 7:36 AM To: Dunmyer, Gary <.QL.0m.y..e_E.G(( kbbfl.u.s> Cc: Maj Alam <m.. a, r Subject: updated local cost estimate; 444079-1 Hi Gary, We have the updated cost estimate so that we can put the project out to bid, and I wanted to give you an update and seek the City's concurrence. The current cost estimate of the project is: $6,603,588 Therefore, the current local portion is: $2,603,588 As you know, the City previously provided $1,105,282; thus, the current cost differential is: 51.498.306. As previously discussed below, upon receipt of the bid, I will advise of the local cost differential. At that time, the City will have 14 calendar days to provide the $ or provide a timeframe in which the City will provide the differential, per the LFA (screenshot below). If the City is unable to provide the cost differential, the Department reserves the right to remove the project from the Work Program. Before moving forward with the Department putting the project out to bid, I kindly need a confirmation, in writing, that the City is still committed to the project, and will be able to provide the cost differential if the bid amount comes in more than what we already have on retainer from the City. Thanks. 754 SECOND AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT This SECOND AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT ("Second Amendment") is entered into by and between the City of Boynton Beach ("CITY") and the Boynton Beach Community Redevelopment Agency ("CRA") (collectively referred to as the "Parties") WHEREAS, on June 9, 2020 the Parties previously entered into the INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT ("Interlocal Agreement"); and WHEREAS, on November 14, 2022 the Parties entered into the FIRST AMENDMENT FOR THE ADDITIONAL FUNDING OF THE E. BOYNTON BEACH BOULEVARD STREETSCAPE BEAUTIFICATION AND COMPLETE STREET PROJECT ("First Amendment") due to increased construction costs and accounts for potential escalation of construction costs up to Fiscal Year 2023-2024; and WHEREAS, the CRA previously approved a version of ahe Second Amendment For The Additional Funding Of The E. Boynton Beach Boulevard Streetscape Beautification And Complete Street Project due to increased construction costs and accounts for potential escalation of construction costs up to Fiscal Year 2023-2024, but such amendment was not approved by the City; and WHEREAS, the CITY has requested and the CRA desires to provide additional funding based on the Florida Department of Transportation's (FDOT) updated project costs known as the E. Boynton Beach Boulevard Streetscape Beautification and Complete Street Project ("Project"); and WHEREAS, the CRA Board finds that the Project site is within the CRA Area and that the Project and will provide traffic calming measures, enhance the pedestrian environment and connectivity of uses along the Boynton Beach Boulevard, accommodate different modes of transportation within the CRA Area, and provide the opportunity to redevelop the area within the Project in accordance with the Plan; and 01787537-1 4888-4825-2044, v. 1 755 WHEREAS, the changes to the Project precipitating the request for additional funding are consistent with the intent of the Project described in the Interlocal Agreement; and WHEREAS, the Parties desire to amend the Interlocal Agreement to provide for additional funding in response to increased construction costs and to account for potential escalation of construction costs in Fiscal Year 2023-2024; WHEREAS, the CRA Board finds that this Second Amendment, and the use of the CRA's funds for the Project, are consistent with the CRA's Redevelopment Plan and Chapter 163, Florida Statutes; NOW THEREFORE, in consideration of the promises contained herein and in the Interlocal Agreement, the sufficiency of which both Parties hereby acknowledge: 1) Incorporation. The recitals and other information above are hereby incorporated herein as if fully set forth. 2) Amendment. Paragraph 2.b. of the Interlocal Agreement is Agreement is hereby deleted in its entirety and replaced with the following : b. After October 1, 2022, the City may request additional funding from the CRA for construction associated with the Project, including for any construction deposit the City is required to pay to FDOT. The CRA may, in its sole discretion, agree to provide such funding in an amount to be mutually agreed to by the Parties at a later date, but which in no case will exceed Three Million One Hundred Thousand and 00/100 Dollars ($3,100,000.00). 3) General. Except as expressly set forth in this Second Amendment, the Interlocal Agreement is unmodified and remains in full force and effect, and is hereby ratified and confirmed by the CRA and the CITY. This Second Amendment any be executed in any number of counterparts, any one and all of which shall constitute the agreement of the Parties and each of which shall be deemed an original. To the extent of any conflict between the Interlocal Agreement and this Second Amendment, this Second Amendment shall control. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. Approved as to Form: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 01787537-1 4888-4825-2044, v. 1 756 Office of the CRA Attorney Approved as to Form: Office of the CITY Attorney By: Ty Penserga, CRA Board Chair CITY OF BOYNTON BEACH Ty Penserga, Mayor 01787537-1 4888-4825-2044, v. 1 757 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 NEW BUSINESS AGENDA ITEM 15.13 SUBJECT: Discussion and Consideration of a Interlocal Agreement between the Boynton Beach CRA and the City of Boynton Beach for the Funding of Development Projects SUMMARY: On September 12, 2023, the CRA adopted the CRA Budget for Fiscal Year 2023-2024 Project Fund, General Fund, and Debt Service Fund budgets for the Boynton Beach Community Redevelopment Agency. Included in the Project funds are specific projects that the CRA will provide funding to the City of Boynton Beach. As described in the Interlocal Agreement (ILA) and consistent with the 2016 Boynton Beach Redevelopment Plan and Chapter 163, Florida Statutes, CRA funds will be used for design activities, material and equipment, and installation costs associated with the physical improvements of the project. The City will be responsible for overseeing the Project, coordinating with the contractor(s) and other entities as necessary for the completion of the project. Additionally, the City will also be responsible for the maintenance of the improvements as a result of the project, along with contracting with other entities as necessary to comply with applicable codes. The attached draft Interlocal Agreement (ILA) details the responsibilities of the City and CRA, the procedures for fund reimbursement to the City, and the reporting requirements by the City to ensure compliance with the Plan and Florida Statutes (see Attachment 1). The document was forwarded to the City for review and will be on the November 7, 2023 City Commission Agenda for approval. FISCAL IMPACT: FY 2023-2024 Budget, Project Fund, Line Item 02-58200-406, $800,000. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the Interlocal Agreement between the Boynton Beach CRA and the City of Boynton Beach for the Funding of Development Projects in the amount not to exceed $800,000 and authorize the Board Chair to execute subject to final legal review. 758 2. Do not approve the Interlocal Agreement between the Boynton Beach CRA and the City of Boynton Beach for the Funding of Development Projects. 3. Provide alternative direction to staff upon further Board discussion. ATTACHMENTS: Description Attachment I - Professional Construction Services Interlocal Agreement 759 INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR FUNDING CONSTRUCTION/PROFESSIONAL SERVICES THIS AGREEMENT is made this day of 2023, by and between the CITY OF BOYNTON BEACH, a Florida municipal corporation, (hereinafter referred to as "CITY"), and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic, duly created and operated pursuant to Chapter 163, Florida Statutes (hereinafter referred to as the "BBCRA") WITNESSETH: WHEREAS, the CITY will be performing various construction projects located in the Community Redevelopment Area as shown in Exhibit "A" (collectively, the "Projects" and each individually a "Project"); and WHEREAS, the Projects provide improvements to the Community Redevelopment Area ("CRA Area") that are anticipated to reduce slum and blight and enhance the redevelopment potential of properties with the CRA Area; and WHEREAS, the BBCRA is providing funding for the Projects in the amounts identified in Exhibit "A"; and WHEREAS, the parties anticipate updating Exhibit "A" on at least an annual basis; and WHEREAS, the CITY and the BBCRA find that this Agreement serves a municipal and public purpose, and is consistent with and in furtherance of the 2016 Boynton Beach Community Redevelopment Plan ("Plan") and the requirements of Chapter 163, Florida Statutes; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the sufficiency of which both parties hereby acknowledge, the parties hereby agree as follows: 1 of 8 4891-6338-4455, v. 3 760 1. Incorporation. The recitations set forth above are hereby incorporated herein. 2. Funding. The BBCRA shall provide funding to the CITY for the Projects included in Exhibit "A." The amount of funding for each Project shall not exceed the amount listed for each Project included in Exhibit "A". Such payment shall be made to the CITY for physical improvements as part of the Projects, consistent with the terms of this Agreement, to be used for reimbursement of certain eligible costs. The BBCRA shall make payments to the CITY upon receipt of a complete written request from the CITY for payment, which request shall comply with all requirements of this Agreement. Funding described in Exhibit A may not be transferred between Projects without the express consent of the BBCRA. 3. Limitations on Use of Funding. Funding for the Projects included in Exhibit "A" shall be used for actual planning, design and construction costs, as well as other costs directly related to the Projects construction including, but not limited to, testing, inspection, and utility relocation costs (collectively, "eligible expenses") This provision does not preclude the BBCRA from performing the referenced tasks for Projects included in Exhibit "A" if mutually agreed upon by the CITY and BBCRA. 4. Annual Update to Exhibit "A." Exhibit "A" to this Agreement may be updated at any time by the mutual consent of both parties and shall be updated at least annually in a form mutually consented to by both parties. At such time as each party adopts an identical Exhibit "A" in a duly noticed public meeting, this Agreement shall be deemed amended such that the most recently adopted Exhibit "A" replaces the prior version of the Exhibit "A" in this Agreement without further action by the parties. Except as expressly stated in this paragraph, all modifications to the Agreement shall be in accordance with Paragraph 11 -Entire Agreement. 2of8 4891-6338-4455, v. 3 761 5. Reimbursement Request. The CITY shall provide a complete written request for reimbursement of eligible expenses ("Reimbursement Request") to the BBCRA no later than 180 days after payment by the CITY of funds for which it is seeking reimbursement, and in no case later than 180 days after the Project achieves final completion. For purposes of this Agreement, final completion shall be deemed achieved upon issuance of a Certificate of Completion, or the equivalent. The request shall include the following information: i. The amount of reimbursement requested; ii. A summary of the Project improvements for which the CITY seeks reimbursement; iii. A statement that the Project is in compliance with the Plan and Florida Statutes, that the funding will be used only for reimbursement of eligible expenses that are consistent with the BBCRA's requirements and restrictions pursuant to Florida law, and evidence supporting the statement; iv. Copies of all invoices, receipts, and any other documentation necessary to evidence the amount and purpose for each payment made by the CITY for the Project for which the CITY is seeking reimbursement. V. For any Reimbursement Request submitted after final completion, a fully executed Certificate of Completion, or equivalent. a. The CRA shall remit funding in the amount requested, consistent with this 3of8 4891-6338-4455, v. 3 762 Agreement, to the CITY within thirty (30) days of receipt of a complete Reimbursement Request from the CITY that meets the requirements of this Agreement. b. If the CITY fails to submit a Reimbursement Request within 180 days after the Project achieves final completion, the CITY will no longer be eligible to receive any reimbursement and this Agreement shall terminate with respect to that Project. If the CITY submits a Reimbursement Request that the BBCRA deems incomplete, the BBCRA shall notify the CITY in writing. The BBCRA may ask for additional documentation that could reasonably be used to evaluate or support the Reimbursement Request. The CITY shall have 30 days from receipt of the notice to provide the necessary documentation to complete the Reimbursement Request. If the CITY fails to provide the documentation required by the BBCRA within 30 days, the CITY shall only be eligible for the portion of the Reimbursement Request, if any, that the BBCRA deems complete and eligible. The BBCRA will not reimburse the CITY for any portion of the request the BBCRA deems ineligible for reimbursement. 6. Limitation of Responsibility. The Parties agree that the BBCRA shall only be responsible for providing reimbursement to the CITY for eligible expenses for the Project after receiving a complete Reimbursement Request that meets the requirements of this Agreement, and shall not otherwise be responsible for effectuating the Project. 7. Change Orders. The CITY shall provide a written request to the BBCRA for approval of any change order that will result in a request for an increase in the funding for a 4of8 4891-6338-4455, v. 3 763 Project to be provided by the BBCRA. The CITY shall submit the written request to the BBCRA prior to the CITY's approval of the change order or execution of any work covered by the change order. Failure to obtain the BBCRA's approval of the funding for the change order shall be a basis for the BBCRA to deny additional funding to the CITY for the Project identified in the change order. The CITY and the BBCRA agree and acknowledge that the approval of a change order does not require an amendment to this Agreement so long as the total amount of funding identified is Exhibit "A" is not exceeded. 8. Term. The term of this Agreement shall commence upon execution by both parties, and this Agreement shall continue until either party delivers written notice to the other party of its intent to terminate this agreement, or 60 days after the CITY receives the final invoice from the contractor or professional for the last of the Projects included in Exhibit "A". Notwithstanding the foregoing, once the CITY has executed a contract with a contractor or professional for a particular Project, the BBCRA shall not be allowed to withdraw its funding for that particular Project for the amount identified in Exhibit "A." If the CITY terminates this Agreement, the CITY shall refund to the BBCRA any funding that was provided to the CITY but was not paid to the contractor or professional for the Project as of the date of determination. If the total funds the CITY requires to complete a particular Project, as identified in Exhibit "A", are less than the amount paid by the BBCRA to the CITY for a particular Project, the CITY shall refund to the BBCRA any and all funds provided to the CITY that exceed the amount the CITY paid to the contractor or professional for the particular Project. 9. Reporting Requirement. Once the BBCRA provides any funding for any of the Projects identified in Exhibit "A", the CITY shall provide the BBCRA with monthly reports detailing the progress of such Projects, including, but not limited to, the contract amount, the amount of funds paid to the contractor or professional, the status of the Project, and the total 5of8 4891-6338-4455, v. 3 764 of any change orders related to the Project. 10. Publicity. The CITY shall ensure that all publicity, public relations, advertisements and signs related to the CITY's involvement in a Project also recognize the BBCRA for the support of all activities conducted with the funds provided by the BBCRA. The use of the BBCRA logo is permissible, but all materials using the BBCRA logo must be approved by the BBCRA Executive Director or his or her designee prior to use. Upon request by the BBCRA, CITY shall provide proof of the use of the BBCRA logo as required by this paragraph. The BBCRA may also produce and utilize publicity, public relations, advertisements and signs to indicate its involvement with a Project. 11. Entire Agreement. No prior or present agreements or representations with regard to any subject matter contained within this Agreement shall be binding on any party unless included expressly in this Agreement. Any modification to this Agreement shall be in writing and executed by the parties. 12. Severability. The validity of any portion, article, paragraph, provision, clause, or any portion thereof of this Agreement shall have no force and effect upon the validity of any other part of portion hereof. To that end, this Agreement is declared severable. 13. No Third Party Beneficiaries. No provision of this Agreement is intended to, or shall be construed to, create any third party beneficiary or to provide any rights to any person or entity not a party to this Agreement, including but not limited to any citizen or employees of the CITY or the BBCRA. 14. No Assignment. The Parties may not transfer or assign this Agreement in whole or in part, without prior written consent of the other, which may be granted or withheld at the such Parties' absolute discretion. 15. Indemnification. The CITY shall indemnify, save, and hold harmless the BBCRA , its agents, and its employees from any liability, claim, demand, suit, loss, cost, 6of8 4891-6338-4455, v. 3 765 expense or damage which may be asserted, claimed, or recovered against or from the BBCRA , its agents, or its employees, by reason of any property damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct of persons or the faulty equipment (including equipment installation and removal) associated with the Project. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the BBCRA or the CITY as set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require the CITY to indemnify the BBCRA for BBCRA's own negligence, or intentional acts of the BBCRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers, employees and agents. 16. Public Records. The CITY and the BBCRA each shall maintain their own records and documents associated with this Agreement in accordance with the requirements set forth in Chapter 119, Florida Statutes. All such records shall be adequate to justify all charges, expenses, and costs incurred in accordance with generally accepted accounting principles. Each Party shall have access to the other Party's books, records and documents as required in this Agreement for the purpose of inspection or audit during normal business hours during the term of this Agreement and at least 1 year after the termination of the Agreement. 17. Filing. The CITY shall file this Interlocal Agreement pursuant to the requirements of Section 163.01(11) of the Florida Statutes. 18. Governing Law; Venue. This Agreement shall be governed by and in accordance with the Laws of Florida. The venue for any action arising from this Agreement shall be in Palm Beach County, Florida. 19. This Agreement shall not be valid until signed by the Mayor, the Board Chair of the BBCRA, and the City Clerk. The Effective Date shall be the date the last of the Mayor or 7of8 4891-6338-4455, v. 3 766 Board Chair signs this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed on the day and year first above written. ATTEST: City Clerk Approved as to Form: City Attorney ATTEST: Witness I HEREBY CERTIFY THAT I HAVE APPROVED THIS AGREEMENT AS TO FORM: BBCRA Attorney CITY OF BOYNTON BEACH, FLORIDA By-------------------------------------------------- Mayor BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, FLORIDA a Board Chair 8of8 4891-6338-4455, v. 3 767 EXHIBIT "A" Fiscal Year 2023-2024 Projects City Project # Project Name BBCRA Funding 1 MLK JR. BOULEVARD STREETSCAPE PROJECT (DESIGN) $250,000.00 2 JAYCEE PARK PROJECT (CONSTRUCTION) $250,000.00 3 SEACREST BOULEVARDIMPROVEMENT (DESIGN) $100,000.00 4 E. OCEAN AVENUE STREETSCAPE (DESIGN) $100,000.00 5 2023 US 1 BEAUTIFICATION PROJECT (DESIGN) $100,000.00 9 of 8 768 4891-6338-4455, v. 3 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 NEW BUSINESS AGENDA ITEM 15.0 SUBJECT: Discussion and Consideration of Options for Recruitment of New Executive Director SUMMARY: During the October 10, 2023 Board Meeting, the CRA Executive Director was relieved of her duties. The CRA staff and legal team have investigated four options for procuring a new Executive Director: 1. Advertise for the position. • A draft advertisement has been prepared for consideration by the Board (see Attachment 1). 2. Release a Request for Proposals (RFP) seeking a firm specializing in recruiting executive, government employees. • A draft RFP has been prepared for consideration by the Board (see Attachment 11). It is anticipated that the proposals received in response would range between $24,000 and $43,000 for the costs and services sought. 3. "Piggyback" on an existing contract for a firm specializing in placement of executive employment. • After contacting multiple search agencies and multiple entities, no appropriate piggybacking contract was located. 4. Utilize online recruitment platform "Gov HR." • Gov HR is an online recruiting service that has been successfully used by other local government entities in Palm Beach County, and offers four different levels of recruitments service, including executive recruitment. It is anticipated that the costs to use Gov HR would be less than the estimates to use a search firm. The Executive Recruitment website can be found at: https://www.govhrusa.com/services/executive- recruiting/recruiting-services/ FISCAL IMPACT: FY 2023-2024 General Fund Budget, Executive Department; Line Item #01-51230-100 769 CRA BOARD OPTIONS: 1. Pursue one or more options outlined above. 2. Direct staff to further develop one or more options above and bring the options back to the CRA Board for further review. 3. Provide alternative direction based on CRA Board discussion. ATTACHMENTS: Description • Attachment I - Executive Director Job Posting • Attachment II - Executive Search Firm Draft RFP 770 31 go BOYNTO R IN`11 "fC H, X41"' 'A"",,IVE.i,Aa Ew G BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY TITLE: EXECUTIVE DIRECTOR REPORTS TO: BBCRA BOARD GENERAL DUTIES: Position manages the day-to-day operations, for the Boynton Beach Community Redevelopment Agency (BBCRA). The Executive Director is a highly responsible position that oversees a wide variety of redevelopment and economic development activities that include fiscal operations, policy making, capital project administration, BBCRA program management, redevelopment plan implementation, property acquisition, business incentives, new business development, business attraction and retention, special business promotion activities as well as the management and maintenance of BBCRA- owned properties. The Position serves as a liaison to businesses and property owners with the overall goal of enhancing the physical and economic character of the districts. Advanced professional work is focused on revitalization and community enhancement within the BBCRA Districts through redevelopment, capital improvement, and branding. EXAMPLES OF ESSENTIAL DUTIES: The examples as listed below are descriptions of essential functions and are not necessarily all inclusive. The omission of an essential function of work does not preclude the BBCRA Board from assigning duties not listed herein. Assigned duties, which are essential function of work not listed herein, are permissible if such functions are a logical assignment to the position. • Carries out the policies established by the five -member BBCRA Board which oversees the redevelopment of the six BBCRA Districts. • Oversees the day-to-day agency operations. • Provides oversight and management of Federal/State Grant programs designed to assist with redevelopment goals within the BBCRA area. • Provides comprehensive knowledge of redevelopment programs and their financing. • Develops potential incentive packages, provides market assessments/impacts, and monitors development trends. • Writes developer requests for proposals for the purpose of disposing of BBCRA land for redevelopment. • Evaluates and drafts recommended updates and amendments to the BBCRA Plan. 771 • Attend training sessions and conferences pertaining to BBCRA operations. • Prepares and manages annual BBCRA budget and compliance monitoring with F.S. Chapter 163 Part III • Assists with the development of capital projects included in the 2016 Boynton Beach CRA Redevelopment Plan; tracks the economic impact of those projects on Redevelopment activities City-wide. • Makes public presentations to the BBCRA Board, City Commission and other public/private organizations regarding BBCRA redevelopment, BBCRA business, initiatives, and focus. • Acts as a technical advisor to the Community Redevelopment Agency Board (City Commission) and BBCRA Advisory Board. • Prepares and manages BBCRA budget; identifies and accesses funding sources; maintains relationships with funding sources; administers contractual agreements with other governmental agencies. • Oversees the management and administration of capital projects within the BBCRA districts. • Promotes and disseminates information about BBCRA activities to stakeholders through media, print and social media; attends and conducts various meeting and presentations. • Negotiates and administers contracts, incentives, developer agreements, and projects; administers same. • Assist private developers and business owners with: site planning, zoning, platting, variances, incentives, and other regulatory issues associated with redevelopment and economic development in the BBCRA. • Attends monthly BBCRA Board meetings and City commission meetings in order to keep abreast of activities and programs, and to provide information and/or answer questions as necessary. • Represents the BBCRA at community meetings regarding BBCRA matters within the scope of the BBCRA activities. • Oversees hiring of BBCRA employees, consultants, and experts as provided for in • the annual budget • Supervises BBCRA employees, consultants, and special projects. • Other duties as assigned. KNOWLEDGE, SKILLS AND ABILITIES: • Knowledge of public and private financing and various debt financing mechanisms. • Knowledge of professional services contracting, bidding procedures, and contract administration. • Knowledge of the principles of budget administration and financial forecasting. • Knowledge of business correspondence and report writing. • Knowledge of the basic functions of Community Redevelopment Agencies. • Knowledge and experience with Public -Private Partnership developer negotiations and agreements. • Knowledge of the principles, techniques and objectives of a Community Development Block Grant program and HUD housing programs. 772 • Knowledge of economic development trends and techniques and the functions, operations and relationships among local, state, and federal agencies related to redevelopment and housing policies. • Ability to communicate clearly and concisely, orally and in writing. • Ability to effectively analyze issues and problems and identify optimum solutions. • Ability to plan, organize, and implement duties and responsibilities defined by desired outcomes and objectives. • Ability to gain cooperation through discussions and persuasion. • Ability to use good conflict resolution skills. • Ability to manage complex problems with multiple stakeholders. • Ability to interpret and apply the principles, practices, and procedures specified in Florida redevelopment law. • Ability to interpret and apply applicable Federal, State, and local laws, rules, and regulations related to redevelopment programs. • Ability to use Windows-based word processing, electronic mail, spreadsheet, and database software. • An understanding of business attraction including lease negotiations in real estate. • Ability to take the initiative to complete the duties of the position without the need of direct supervision. • Ability to establish and maintain effective working relationships. • Ability to serve the public and fellow employees with honesty and integrity in full accord with the letter and spirit of all City ethics and conflicts of interest policies. A strong understanding of ethical behavior is required. • Ability to establish and maintain effective working relationships with the general public, co-workers, City officials and members of diverse cultural and linguistic backgrounds regardless of race, religion, age, sex, disability or political affiliation. • Ability to maintain regular and punctual attendance. MINIMUM QUALIFICATIONS: Bachelor's degree from an accredited college or university with a major in business, urban planning, finance, construction management or related field and/or have a minimum of five (5) years' experience in the public/private sector in a progressive city in real estate development, planning, project management, economic development and/or any equivalent combination of training and experience. Master's degree preferred. Affiliations or membership with trade associations exemplifying additional education is a plus, such as Florida Planning Association, Urban Land Institute, Florida Redevelopment Association, International Council of Shopping Centers, NAIOP, IEDC, or other related associations. Professional certifications are a plus. A comparable amount of training and experience may be substituted for the minimum qualifications. PHYSICAL REQUIREMENTS: 773 Must have the use of sensory skills in order to effectively communicate and interact with other employees and the public through the use of the telephone and personal contact as normally defined by the ability to see, read, talk, hear, handle or feel objects and controls. Physical capability to effectively use and operate various items of office related equipment, such as, but not limited to a, personal computer, calculator, copier, and fax machine. SPECIAL REQUIREMENTS Possession of a valid, appropriate driver's license and an acceptable driving record. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. 774 I II �I BOYNTO �I�II�I�I�II�III ll�llll r; I\A COMMUIMRY REDEVELOPMENT EN Y BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR THE EXECUTIVE SEARCH FIRM SERVICES FOR THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY EXECUTIVE DIRECTOR Issue Date: November 19, 2023 Submittal Deadline: December 18, 2023, no later than 2:00 p.m. The Boynton Beach Community Redevelopment Agency (BBCRA) is issuing this Request for Proposals (RFP) to solicit proposals from experienced and qualified executive search firms to complete the recruitment, screening, and identification for the position of BBCRA Executive Director. The BBCRA will accept sealed proposals at its office located in City Hall at 100 E. Ocean Avenue, 4th floor, Boynton Beach, FL 33435 ON OR BEFORE December 18, 2023, no later than 2:00 p.m. Eastern Standard Time (EST), as determined by the time stamp or clock at the BBCRA's reception area. Responses to this RFP ("Proposals") received after the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. All Proposals will be date and time stamped by the BBCRA. Faxed or emailed Proposals will not be accepted. The RFP documents, including all related attachments, must be obtained from the BBCRA office or website at yy�nr .ab2yntonbeach cra.com (Select RFPs/RFQs/ITBs from the Business & Development top drop down menu). 1. Background The City of Boynton Beach (City), with a population of eighty thousand (80,000), is the third largest city in Palm Beach County, Florida. It is located approximately forty-five (45) miles north of Miami and fifteen (15) miles south of West Palm Beach. This puts it in the heart of southeast Florida's rapidly growing tri -county Miami-Dade/Broward/Palm Beach metropolitan area. The CRA District is 1,650 acres in size and mainly lies along the US1 corridor. Information, plans, annual report, programs and a district map may be found on the BBCRA webpage: 2. Proposer Registration 1of18 775 All entities interested in responding to this RFP must register with the BBCRA via email by providing their name, address, telephone number, and an email address to Mr. Timothy Tack, BBCRA Assistant Director, at .a..Cll< ;.@.blb; 11„...... s. Any information concerning addenda, changes, additions, clarifications, notices, and other topics related to this RFP will be sent to registered proposers using the registration information provided. 3. Additional Information After the Proposals are received by the BBCRA, the BBCRA may make requests to proposers for clarifications, assurances, or for other details including, but not limited to, financial and disclosure data relating to the Proposal or proposer (including all affiliates, officers, directors, partners and employees). Any inquiries of a general nature applicable to all proposers will be directed to all proposers. Following submission of a Proposal, the proposer agrees to promptly deliver such further details, information and assurances, including, but not limited to, financial and disclosure data relating to the Proposal and/or the proposer (including the proposer's affiliates, officers, directors, partners and employees), as requested by the BBCRA. 4. Scope of Services a. The BBCRA is soliciting Proposals from qualified firms to conduct an executive search to assist the BBCRA Board in accordance with the listed Tabs in the Table below. b. Proposals must not exceed twenty-five (25) printed pages. Proposed Tabs Required Information Tab 1 Cover Letter and Introduction Tab 2 Demonstrated Experience for Firm and Project Personnel - Describe the qualifications and previous executive search experience including similar Executive Director searches in Florida. Tab 3 Project Methodology, Approach and Timeline - Describe the proposed recruitment process that will be undertaken. This portion of the Proposal should provide specific details the firm will follow to understand the desired qualifications, experience, and traits the BBCRA Board expects for the next Executive Director and to develop the Executive Director candidate profile and recruitment brochure. Other details including the process the firm uses to screen and complete background checks on applicants, the projected timeline to recruit an Executive Director (from profile development to hire date), recommended interview process, community engagement process and any other services that would be provided to the BBCRA Tab 4 References - Explain the success and tenure of candidates placed by your firm and provide reference contact information. Include the following information: a. The specific number of successful executive searches and placements the firm has completed within the past 10 years. 2 of 18 776 b. Tenure of all placements for the past 10 years. c. Describe the size of Previous Clients (population, annual budget, employees). d. Attach acknowledgements and compliance forms Tab 5 Cost of Services — Describe the fee structure, including all fees and reimbursable expenses. Explain the placement guarantee the firm will provide to the BBCRA. c. Fee Structure: The total fee for the executive search must be included in the proposal and must be valid for 90 days from the proposal opening date. Any additional reimbursable expenses, including, but not limited to, advertising, recruitment brochures, postage and estimated additional travel expenses should be listed in the proposal. d. Recruitment Work Plan Requirements: The selected executive search firm will be required to perform the following minimum services. • Meeting individually with the BBCRA Board members to develop the Executive Director candidate qualifications criteria. Candidate Recruitment. • Development of recruitment advertisement for local/national search. • Initial screening and recommendations. • Reference and background checks. S. Submittal Requirements a. Location and Deadline. Proposals must be received by the BBCRA at 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 on or before December 18, 2023, no later than 2:00 p.m. Eastern Standard Time (the "Deadline"), as determined by the time stamp or clock at the BBCRA's reception area set up on the 1st Floor Lobby. Proposals received after the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. Proposers may withdraw submitted Proposals and resubmit at any time prior to the Deadline. b. Form and Number of Copies. Proposals must be delivered in a sealed box or envelope. Faxed and emailed Proposals will not be accepted. In total, one (1) bound original Proposal document must be submitted with a title page listing the name of the RFP and the submitting proposer along with one (1) unbound but clipped copy of the complete Proposal and one (1) digital copy of the complete Proposal in PDF format on a labeled CD/DVD or thumb drive. Proposals shall be clearly marked on the outside of the envelope or delivery box container as follows: 3of18 777 Request for Proposals and Developer Qualifications for the Executive Search Firm Services for The Boynton Beach Community Redevelopment Agency Executive Director Boynton Beach Community Redevelopment Agency City of Boynton Beach, Florida Issue Date: November 19, 2023 Submittal Deadline: December 18, 2023, no later than 2:00 p.m. (EST) c. Completeness. All Proposals must be complete upon submittal to the BBCRA. d. Signature. The Proposal, and any documents submitted with the Proposal that require a signature, must be signed by an individual authorized by proposer to legally bind and represent proposer. e. Failure to Meet Submittal Requirements. The failure to meet the Deadline, submit a Proposal that complies with the form and number of copies requirements, or submit a complete Proposal may result in the Proposal being rejected and returned at the sole discretion of the BBCRA. f. Proposal validity. Proposals shall remain valid and binding on proposers for ninety (90) days after the submittal date. 6. RFP Proposal Evaluation and Selection Process The BBCRA staff shall review each Proposal and make a determination as to whether each Proposal meets the minimum submission requirements for review, including whether the Proposal is complete, and whether it fully complies with the terms and conditions outlined in this RFP. A proposer's failure to provide a substantially complete RFP response submission may result in the submission not being evaluated. The BBCRA may request clarification of submitted information from any proposer. The confidentiality of proprietary information from competing proposers shall be maintained to the extent permitted by law. In addition to meeting the minimum requirements of this RFP, each Proposal will be evaluated based on the information provided and on the following criteria, which are listed below in order of importance. As noted below, adequate capability to successfully undertake the proposed Project is a minimum standard which shall be met before any other criterion is considered. Criteria Provided in Information Tab # Cost of Services 5 Demonstrated Experience for Firm and Project Personnel 2 Project Methodology, Approach and Timeline 3 References and Acknowledgements & Compliance Forms 4 4of18 778 After the BBCRA staff reviews the proposals for completeness and evaluates the proposals based on the criteria above, the BBCRA staff will present the results of the review and evaluation process to the BBCRA Board at a public meeting. The proposers will present their proposals and their PowerPoint slide presentations before the BBCRA Board at their regular scheduled meetings in the City Commission Chambers at City Hall located at 100 E. Ocean Avenue. In the selection of the successful proposer (if any), the BBCRA Board will consider all proposals that meet the minimum submission requirements for review, the BBCRA staff review, the BBCRA Advisory Board recommendation if required, and/or any other relevant data. At the conclusion of the public presentations, a proposer may be selected by the BBCRA Board. However, the BBCRA Board is under no obligation to select a proposer regardless of their ranking, and can, at its sole discretion, opt to terminate the RFP process or continue the process to a subsequent meeting. 7. Tentative Schedule The following tentative schedule is anticipated for actions related to this RFP. All dates, times, and locations are subject to change. All changes will be posted to the BBCRA's website at www.boyntonbeachcra.com. RFP Approval by CRA Board (subject to legal review): November 13, 2023 Issue Date of RFP: November 19, 2023 Question/Request for Clarification Deadline: December 4, 2023 Submittal Deadline: December 18, 2023 Presentation to BBCRA Board and Approval: January 9, 2024 CRA Advisory Board Review TBD (Note: Dates above subject to change — registered interested parties will be notified by email of changes, if any.) 8. Contact and Questions a. Contact Information. All correspondence, questions, and requests for clarifications related to this RFP must be directed to the person designated as the procurement officer for this RFP: Timothy Tack, Assistant Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue 4t" Floor Boynton Beach, Florida 33435 Phone: (561) 600-9091 Email: TacII<?-V.lbll,.us 5of18 779 b. Form of Contact; Answers in the Form of Addenda. All correspondence, questions, and requests must be submitted in writing via email to the person identified above and may be submitted at any time but no later than December 4, 2023. All answers to questions, clarifications, and interpretations will be issued in the form of an addenda, which becomes a part of this RFP. The proposer must acknowledge receipt of each addenda by completing the Addenda Acknowledgement Form and including it with the submitted Proposal (see Attachment "E"). It is the responsibility of all proposers to obtain, review and respond to any and all addenda issued. Oral explanations, information, and instructions shall not be considered binding on the BBCRA. All proposers are encouraged to independently verify the accuracy of any information provided. Neither the BBCRA nor any of its agents or employees shall be responsible for the accuracy of any oral information provided to any proposer, or to any assumptions made by proposer. Written responses to all written questions submitted shall be maintained by the BBCRA in the RFP file. c. Limitations on Communications; Cone of Silence; No Lobbying. Proposer or persons acting on proposer's behalf may not contact, between the release of the solicitation and the end of the seventy-two (72) hour period following the BBCRA posting the notice of intended award (excluding Saturdays, Sundays, and state holidays), any employee, officer, or Board Member of the BBCRA concerning any aspect of this RFP, except in writing to the procurement officer or as provided in the RFP documents. Violation of this provision may be grounds for rejecting a Proposal. Further, during the same time period, proposer or persons acting on proposer's behalf may not contact any BBCRA Advisory Board Member, or any other person working on behalf of the BBCRA on any matter related to this RFP. Communication prohibited by this RFP, or by any other state, federal, or local law or regulation, may cause an individual or firm to be disqualified immediately from participating in the Proposal or selection process. Any violation of this condition may result in rejection and/or disqualification of the proposer's Proposal. For purposes of this section, persons acting on proposer's behalf shall include, but not be limited to, the proposer's employees, partners, attorneys, officers, directors, consultants, lobbyists, or any actual or potential subcontractor or consultant of the proposer. This "Cone of Silence/No Lobbying" is in effect from the date of publication of the RFP and shall terminate at 1) the time the BBCRA Board selects a proposer, rejects all Proposals, or otherwise takes action which ends the solicitation process; or 2) at the end of the seventy-two (72) hour period following the BBCRA posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, whichever is later. 6of18 780 9. Disclosure and Disclaimer Proposer understands and acknowledges that to the extent permitted by law, the BBCRA retains all rights, at its sole and absolute discretion, to: a. Withdraw this RFP at any time; b. Modify the schedule associated with this RFP; c. Issue addenda to this RFP; d. Request additional information, clarifications, or assurances from one or more proposers or prospective proposers; e. Reject any and all Proposals; f. Refrain from awarding an agreement as a result of this RFP; g. Verify the accuracy of any information provided; h. Accept Proposals that deviate from this RFP; i. Disqualify or reject Proposals that are incomplete, untimely, or unclear; j. Re -advertise this RFP and accept new Proposals; k. Obtain economic feasibility studies or third -party evaluations with regard to any part of any Proposal; I. Evaluate the Proposals through any process that complies with the BBCRA Procurement Policy, this RFP, and applicable Florida Statutes, m. Select one or more successful Proposals or proposers it deems will be in the best interests of the BBCRA, regardless of which Proposal appears to offer the best monetary value to the BBCRA; n. Waive any required element or condition found in this RFP for all Proposals or for a specific Proposal; o. Waive any formalities associated with this RFP; p. Negotiate agreements, abandon or withdraw from negotiations, approve agreements, and take other similar actions as a result of this RFP. Any proposer who submits a Proposal in response to this RFP fully acknowledges all the provisions of this disclosure and disclaimer and agrees to be bound by the terms hereof. In the event of any differences between this disclosure and disclaimer and the balance of the RFP, the provisions of this disclosure and disclaimer shall govern. If proposer fails to fully comply with all requirements of this RFP, proposer or proposer's Proposal may be disqualified. 10. Protests The Bid Protest Policy is available upon request. Submittal of a Proposal in response to this RFP constitutes acceptance of this policy. 11. Non -Discrimination The selected proposer, on behalf of itself, its successors and its assigns, agrees that no person shall, on the ground of race, color, disability, national origin, religion, age, familial status, sex, or 7of18 781 sexual orientation, be subjected to discrimination in any way that is associated with the RFP, the BBCRA, the Proposal, any agreement resulting from this RFP, or the Project. Respondents are hereby notified that pursuant to Section 287.05701, Florida Statutes, the BBCRA may not request documentation concerning or consider a vendor's social, political, or ideological interests when determining if the respondent is a responsible respondent, and may not give preference to a respondent based on the respondent's social, political, or ideological interests. 12. Sensitive and Proprietary Information The BBCRA will maintain the confidentiality of sensitive and proprietary information to the extent permitted by law. The BBCRA will consider all other information, documentation and other materials submitted in response to this RFP to be of non -confidential and/or non-proprietary in nature and therefore subject to public disclosure under Chapter 119 of the Florida State Statutes. If a proposer believes any portion of a proposal is exempt from public records disclosure, the proposer must identify the portion of the proposal it believes it is exempt, state the reason for exemption, and request the BBCRA exempt it from public records disclosure. The BBCRA will exempt portions of a proposal from public records disclosure only to the extent permitted by law. 13. Public Records The BBCRA is public agency subject to Chapter 119, Florida Statutes. The successful proposer shall comply with Florida's Public Records Law. Specifically, the successful proposer shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the BBCRA in order to perform the service; b. Provide the public with access to such public records on the same terms and conditions that the BBCRA would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; c. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and, d. Meet all requirements for retaining public records and transfer to the BBCRA, at no cost, all public records in possession of the proposer upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the BBCRA in a format that is compatible with the information technology systems of the BBCRA. IF PROPOSER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROPOSER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS RFP, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 8of18 782 (561)737-3256; 100 E. Ocean Avenue, Boynton Beach, Florida 33435, Ig.kT. .Ib.b�ll..a..us. 14. Public Entity Crimes Statement A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in F.S. Sec. 287.017 for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list. In order to qualify for consideration under this RFP, proposer must complete and attach Attachment "F" Public Entity Crimes Statement. 15. Drug Free Workplace Certification Preference shall be given to proposer(s) with drug free work programs, under the standards described in Section 287.087, Florida Statutes. Whenever two (2) or more proposals that are equal with respect to price, quality and service are received by the BBCRA or by any political subdivision for the procurement of commodities or contractual services, a proposal received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. In order to receive such preference, the proposer shall complete and submit with its Proposal the attached certification, Attachment "G," Drug Free Workplace Certification. 16. E -Verify In any agreement resulting from this RFP, the proposer will be required to warrant, for itself and its subcontractors, compliance with all federal immigration laws and regulations that relate to their employees. Proposer agrees and acknowledges that the BBCRA is a public employer that is subject to the E -verify requirements as set forth in Section 448.095, Florida Statutes, and that the provisions of F.S. Sec. 448.095 will apply to such an agreement. 17. Authorization for Release of Information Proposer consents to the BBCRA checking references and contacting prior clients. Bidders must complete Attachment "H" Authorization for Release of Information. 18. Non -Scrutinized Entity By submitting a bid, bidder certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and is not engaged in a boycott of Israel. Proposers must complete Attachment "I," Certification of Non -Scrutinized Entity. 9of18 783 END OF MAIN DOCUMENT PROCEED TO ATTACHMENTS 10of18 784 LIST OF ATTACHMENTS: A. PROPOSER(S) INFORMATION B. ACKNOWLEDGMENT LETTER C. ADDENDA ACKNOWLEDGEMENT D. PUBLIC ENTITY CRIMES STATEMENT E. CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM F. AUTHORIZATION FOR RELEASE OF INFORMATION G. CERTIFICATION OF NON -SCRUTINIZED COMPANY 11 of 18 785 Name: Street Address: Mailing Address (if different): City, State, Zip: Telephone No.: Email Address of Contact Person: ATTACHMENT "A" PROPOSER(S) INFORMATION Fax No.: Ownership Status - Is the company currently for sale or involved in any transaction to expand or to be acquired by another business entity? If yes, please explain the impact to the organization and management efforts. Age of Organization — In continuous business since: Leadership - List Corporate Officers, Principals, Partners or owners of your Organization with titles and addresses. If a publicly held company, list Chairman of the Board, CEO, and President: Federal Identification No.: State of Incorporation & Registration No.: If not a corporation, explain your status: 12 of 18 ATTACHMENT "B" ACKNOWLEDGMENT LETTER PROPOSER(S) SHALL INCORPORATE THIS ACKNOWLEDGEMENT LETTER IN THEIR SUBMITTAL PACKAGE ***************************************************************************** Re: Boynton Beach Community Redevelopment Agency Request for Proposal (RFP) dated Executive Search Firm Services for The Boynton Beach Community Redevelopment Agency Executive Director To Whom It May Concern: The undersigned has read and understands all the procedures and requirements of the Boynton Beach CRA (BBCRA) Request for Proposal/Request for Qualifications (RFP) for the Executive Search Firm Services for The Boynton Beach Community Redevelopment Agency Executive Director dated November 19, 2023. On behalf of proposer identified below and our proposal team, we agree to and accept the terms, specific limitations, and conditions expressed therein. We have read, rely upon, acknowledge and accept the BBCRA's disclosure and disclaimer, which is fully incorporated by reference into this letter, and certify that all of the requirements as described in the RFP are met and all required documents are enclosed. We further certify that all information presented in this proposal, and all of the information furnished in support of the proposal, is true and complete to the best of our knowledge and belief, and we are aware of the fact that making false statements or presenting false information that results in an Agreement may be penalized to the maximum extent allowed by law. Sincerely, Name of Proposer Print Name and Title Authorized Signature Date 13 of 18 787 ATTACHMENT "C" ADDENDA ACKNOWLEDGEMENT Receipt is hereby acknowledged of the following addenda to the The Boynton Beach Community Redevelopment Agency Request for Proposals Executive Search Firm Services for The Boynton Beach Community Redevelopment Agency Executive Director By entering checking YES or NO in the space provided and indicating date received. No. 1 ❑ Yes ❑ No Date No. 2 ❑ Yes ❑ No Date No. 3 ❑ Yes ❑ No Date No. 4 ❑ Yes ❑ No Date No. 5 ❑ Yes ❑ No Date RFP INFORMATION WAS OBTAINED FROM: ❑ BBCRA Website ❑ Newspaper Ad ❑ City Hall ❑ Other, please specify: Authorized Signature Print Name Title 14 of 18 788 ATTACHMENT "D" PUBLIC ENTITY CRIMES STATEMENT A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not: submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; submit a bid proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; submit bids, proposals, or replies on leases of real property to a public entity; be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; or transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list. As the person authorized to sign the Statement, I certify that proposer has not been placed on the convicted vendor list within the past 36 months and complies fully with the above requirements. Proposer Name Authorized Signature Print Name Title Date 15 of 18 789 ATTACHMENT "E" CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM I certify that , the proposer responding to this RFP, maintains a drug-free workplace program, and that the following conditions are met: (1) Proposer publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace; and specifying the actions that will be taken against employees for violations of such programs. (2) Proposer informs employees about the dangers of drug abuse in the workplace, the company's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) Proposer gives each employee engaged in providing the commodities or contractual services included in this RFP a copy of the statement specified in Subsection (1). (4) In the statement specified in Subsection (1), proposer notifies the employee that, as a condition of working in the commodities or contractual services covered under this RFP, he/she will abide by the terms of the statement; and will notify the employer (proposer) of any conviction of, or plea of guilty or nolo contendere to any violation of Chapter 893 or any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. (5) Proposer imposes a sanction on, or requires the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by, any employee who is convicted. (6) Proposer makes a good faith effort to continue to maintain a drug-free workplace through implementation of this Section 287.087, Florida Statutes. As the person authorized to sign the statement, I certify that proposer complies fully with the above requirements. Authorized Signature: Name & Title (typed): 16of18 Date: 790 ATTACHMENT "F" AUTHORIZATION FOR RELEASE OF INFORMATION To whom it may concern: The undersigned hereby authorizes you to release to the Boynton Beach Community Redevelopment Agency (BBCRA) or the City of Boynton Beach any information in your possession regarding the undersigned either of a professional credit or personal nature including the statement of your opinions with regard to the undersigned's professional credit and personal character, or of the proposer identified below. The undersigned also authorizes you to release to the Boynton Beach Community Redevelopment Agency (BBCRA) or the City of Boynton Beach any information in your possession regarding the business identified as "proposer" below. Proposer (Business) Name (D/B/A if applicable): Current Business Address: Federal Tax ID#: STATE OF FLORIDA COUNTY OF Print Name: Title: State of Incorporation: THE FOREGOING INSTRUMENT was acknowledged before me this day of , 20_, by who is personally known to me or who has respectively produced as identification and did not take an oath. Print Name: Commission No: My Commission Expires: Notary Public: 17 of 18 (Seal) 791 ATTACHMENT "G" CERTIFICATION OF NON -SCRUTINIZED COMPANY as proposer, hereby certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and is not engaged in a boycott of Israel. If the BBCRA determines that this certification is falsified or contains false statements, or that proposer is placed Scrutinized Companies that Boycott Israel List or engages in a boycott of Israel after the submittal of the Proposal or the execution of any agreement arising out of this RFP, the BBCRA may disqualify the Proposal and/or terminate the agreement. Proposer Name MI - Authorized Authorized Representative of Proposer Date: STATE OF FLORIDA COUNTY OF THE FOREGOING INSTRUMENT was acknowledged before me this day of , 20_, by who is personally known to me or who has respectively produced as identification and did not take an oath. Print Name: Commission No: My Commission Expires: Notary Public: 18 of 18 (Seal) 792 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 NEW BUSINESS AGENDA ITEM 15.13 SUBJECT: Discussion and Consideration of the Acting Interim Director of the CRA & Terms of Position SUMMARY: During the October 10, 2023 Board Meeting, the CRA Executive Director was relieved of her duties (see Attachment 1). At the same meeting, the CRA Board approved a motion granting the the Assistant Director, Timothy Tack, to temporarily fulfill the responsibilities of the Executive Director as Acting Executive Director until an Executive Director is appointed. The Board must consider the terms of the Acting Executive Director position. Specifically, the Board should establish the duration of the position and any salary adjustment deemed appropriate. Timothy Tack has been the Assistant Director for the Boynton Beach CRA since November 15, 2021, and his salary as of October 1, 2023, is $147,852. The former Executive Director's salary was $187,837 plus a $6,000 car allowance. The salary range for both the Executive Director and the Assistant Director positions are as follows: Executive Director Assistant Director Minimum Mid -Point Maximum $140,000 $175,000 $210,000 $110,000 $120,000 $160,000 FISCAL IMPACT: FY 2023-2024 General Fund Budget, Executive Department; Line Item #01-51230-100: $187,837; Line Item #01-51230-115: $9,600 CRA BOARD OPTIONS: 1. The CRA Board may determine that it is in the best interest of the Agency to keep Timothy Tack as the Acting Executive Director under the same terms and conditions of his existing position with the exception of salary. The salary shall be set by the CRA Board effective October 11, 2023, through such time as a new Executive Director is chosen, at which time Mr. Tack will resume his position as Assistant Director. 2. Alternative direction based on CRA Board discussion. ATTACHMENTS: Description • Attachment I - October 10, 2023 CRA Meeting Minutes 793 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 D. Discussion and Consideration of Transfer of City Owned Property at 1101 N. Federal Highway to CRA. Thuy Shut, CRA Executive Director, introduced the item and provided background. She said the City recently acquired the property and there is opportunity for the CRA to seek grant funding for curb and debris removal. She stated the deadline to submit the application to Solid Waste Authority is October 18, 2023. She noted one eligibility requirement for the grant is that the CRA owns the property, which is the basis for the request. She added that it is too small a lot for development but could be a good location for an entrance feature. She said the grant would also provide an opportunity to install lighting. Board Member Kelley asked if the City is willing. Ms. Shutt said she wrote a letter to Deputy City Manager Mack and the City concurs. She stated, with approval, it would go to City Commission on October 17, 2023. Board Member Hay said the building on this parcel has been on his demolition list for a while, and he is glad it is gone. He would like to see complementary entrance features and agreed that signage would serve a good purpose on the northwest corner. He said they need to continue to beautify that area. Vice Chair Turkin asked about the specific City response. Ms. Shutt said the City agrees with the transfer. She said the City does not have the bandwidth to focus on this area for beatification purposes. Board Member Cruz agrees with Board Member Hay. Chair Penserga opened public comments. Ernest Mignoli, 710 NE 7th Street, Boynton Beach, said he hopes there is widespread notice and widespread public participation. No virtual comments. Chair Penserga closed public comments. Motion: Board Member Hay moved to approve the transfer of the property located at 1101 N. Federal Highway from the City of Boynton Beach to the CRA. Vice Chair Turkin seconded the motion. The motion passed unanimously. E. Discussion on the lack of communication between CRA staff and City Staff, Board Member Kelley said she continues to have concerns between City and CRA staff, particularly around City events. She said they represent all residents and communication is key. She recently became aware of communication issues between the City staff and CRA staff regarding downtown development. She is worried that lack of communication will impede progress and the City will miss opportunities. She said the CRA leadership may not be the right fit at this time. 794 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Board Member Hay said he is concerned that Board Member Kelley has those concerns. He said he does not know enough about the specifics that Board Member Kelley is referring to in order to make a comment or a recommendation. He is not aware of the issues and would need additional information. Vice Chair Turkin shared similar concerns about downtown development. He said the ball was dropped with Pirate Fest. He agreed with Board Member Kelley that it may be time for new leadership. He said his trust was previously violated and he wants to be able to trust the CRA staff. Ms. Rossmell advised that this is not a published agenda item and would need good cause to continue the discussion. Chair Penserga said that he has heard about the concerns to warrant there is good cause to continue the discussion. Board Member Cruz said she is concerned to hear about this. She said communication is a two- way street. She said Ms. Shutt has years of experience managing CRAB and this CRA as a Deputy. She is shocked to hear what is happening right now. She noted the CRA, and not the City, is the entity that has applied for grant for Boynton Beach Boulevard. She wants to have someone in the position who has experience. She stated that Ms. Shutt has demonstrated that she supports the residents and taxpayer dollars. She reiterated that she is shocked and disappointed that they are having this conversation right now. She strongly opposes a change of CRA leadership. Board Member Hay asked where this conversation is coming from and said they do not need disruption at high levels. He said they need to be upfront, and he is not aware of the problems. He said they have a great Board and have done a lot of great things together. He said they do not need to handle these types of issues in a public arena. Board Member Kelley said her concerns are not made up. She spoke with Planning and Development about downtown projects, and they have expressed communication issues with the Executive Director and City staff. She does not take her concerns lightly and has had discussions with the Executive Director privately. Board Member Cruz said she has never heard any of Board Member Kelley's concerns. She said they need to hold two entities responsible for lack of communication. She said they need more information to validate the claims being made. She said they also need to give people an opportunity to improve. She agreed with the Pirate Fest situation regarding the communication but noted there was an Interim City Manager during that time as well. She said she does not appreciate someone's job being threatened. Vice Chair Turkin said there is a lot of good work that has been done but wants to ensure there is continuity. Chair Penserga said if a motion is made to terminate the Executive Director, he requests that it be done without cause. 795 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Board Member Hay said this is sudden and surprising. He said Ms. Shutt has had a tremendous track record and it is mind boggling they are discussing termination. He stated she has a lot of experience, and he will not be a part of this. He said they need more time to discuss, and something is missing. He spoke about the respect Ms. Shutt receives from other cities. He asked for more clarification. Board Member Cruz said they do not want special interests like developers to run the CRA. She said they want to have someone in the Executive Director position that is for the people and protecting tax dollars. She cautioned the Board members to be careful who they take advice from. She asked for clarification about the rules, Ms. Rossmell stated she pulled the Executive Director's contract and termination may be accomplished unilaterally by the Board at any duly noticed public meeting. She said a termination must be stated if it is with or without cause. She added that without cause would entitle Ms. Shutt to severance pay of between 3-20 weeks from the effective date of termination. Board Member Cruz asked how many votes would be needed tonight to terminate Ms. Shutt. Ms. Rossmell confirmed it would be three votes. Board Member Hay said they just gave Ms. Shutt an increase in salary. He asked where she fell off the track in the last few months. Board Member Cruz said if they move in the direction of termination, they will kill the morale of the CRA. She said they could have added the item to a future agenda in order to determine whether emails were sent to City staff regarding Blarney Bash. She encouraged the Board to consider their reputations when making this decision. Vice Chair Turkin stated that the public should look at campaign donations if they are going to discuss special interests. He said there is only one person who has not taken donations from developers and or special interests and that is him. He noted, for the record, this is not about special interests. Chair Penserga said if there is no motion, then the discussion is over. Board Member Hay said that no one is perfect, and it is difficult to be Executive Director. He said they will destroy the trust and they need to be careful moving forward. He asked if someone did something to the level that would make them lose their job. Board Member Kelley said she discussed her concerns privately and this is not coming lightly. She stated she has heard over and over again about Ms. Shutt not willing to work together. She said they need to look at the big picture and moving forward. She said her observations have come from conversations with City staff. Board Member Kelley moved to terminate the Executive Director without cause. Vice Chair Turkin seconded the motion. 796 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Ms. Shutt said this is a surprise for her and she is pained that there is a split decision. She said she has tried to set up joint meetings with City senior staff, including a monthly meeting with Planning and Development staff. She said she is happy to serve the whole Board as long as she has their confidence. She said she has ample emails to back up her efforts to coordinate meetings. She said they have the best staff, and she does this for a community. She does not want them to divide themselves. She asked for the opportunity to learn more about her shortcomings. She said they should act with their heart and professionalism and asked them to consider the work she has done. Board Member Cruz said if Ms. Shutt loses her job there needs to be accountability on both sides of the communication spectrum. She said they cannot pick one person and put all the blame on them. Board Member Hay wants a copy of whatever information is being passed around, including names of who says what. He said there is no information presented to justify the motion. He is questioning the process. He stated this is not what he signed up for. Chair Penserga requested a five-minute recess to confer with Counsel. Chair Penserga opened public comments. Mark Karageorge, Boynton Beach, said he remembers when Ms. Shutt was hired because she was one of the best people in the state. He said she made things happen and partners with the right people. He stated she is a proven professional and this is repugnant. He said they could have gone to a closed -door session to air out the issues. He noted they recently evaluated Ms. Shutt and gave her the highest marks. He spoke about previous challenging relationships between the CRA and City. He said they need to keep Ms. Shutt. Renee Rosario, 3448 Quantum Lakes Drive, Boynton Beach, said there has been more done in the eastern portion of Boynton Beach then in her entire lifetime. She said that happens due to leadership. She said she is desperately asking them to reconsider their decisions. Ernest Mignoli, 710 NE 7th Street, Boynton Beach, said he expects the vote to go on an agreed with the evidence that is out there. He said there are tremendous facts out there with developers, City officials, and communication. He said the former City Manager was terminated in a similar way. He said everything heard in the back room should be heard by the public, Mildred Hay, Boynton Beach, said she has never witnessed a meeting like this. She said the Board Members did not have much experience when they started in their positions. She stated that Ms. Shutt has tremendous experience. She said the City is vulnerable due to lack of experience. She spoke about past CRA Executive Directors who were also in-house staff members. She said that City Council members do not need to have any experience. She noted the City Manager has no experience. She said they do not know enough to make these decisions about someone's life. She stated the CRA is complicated. Christine Roberts, Boynton Beach, joined virtually. She said they have the best CRA Executive Director that the City has ever had, and this seems like a witch hunt. She said there may be a violation of Sunshine Law here since three Board Members seems to have known about the item. She said they should look at the City's top management if they are going to fire Ms. Shutt. 797 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Chair Penserga closed public comments. Ms. Rossmell said the motion needs to provide the termination effective date. Chair Penserga stated October 10, 2023, at 12:00 A.M. would be appropriate. Board Member Kelley and Vice Chair Turkin accepted the amendments to the motion. The motion passed 3-2 with Board Member Hay and Board Member Cruz dissenting. Board Member Cruz left the dais. Ms. Rossmell said the Board will need to set severance and provide direction on who will service in the interim Executive Director capacity. Chair Penserga recommended the full 20 weeks of severance pay. Motion: Vice Chair Turkin moved to approve 20 weeks of severance pay. Board Member Kelley seconded the motion. The motion passed 3-1 with Board Member Hay dissenting. Board Member Cruz was not present for the vote. Motion: Vice Chair Turkin moved to appoint Timothy Tack as the Interim Executive Director. Board Member Kelley seconded the motion. Ms. Rossmell noted that Mr. Tack would need to accept the appointment. She noted that the Board could proceed with the rest of the agenda if Mr. Tack needs some time to consider. Chair Penserga agreed to proceed with the rest of the agenda. Ms. Shutt asked Mr. Tack to accept the appointment, noting she hired him for a reason. Ms. Rossmell recommended another five-minute recess. The Board agreed. The Board reconvened. Ms. Rossmell stated that Mr. Tack requested to keep his title as Assistant Director and be named Acting CRA Director until the Board names a permanent replacement. Motion: Vice Chair Turkin moved to designate Timothy Tack as the Acting CRA Director and retaining his position as Assistant Director. Board Member Kelley seconded the motion. Chair Penserga opened public comment. Ernest Mignoli, 710 NE 7th Street, Boynton Beach, agreed with Mr. Tack's request. 798 Meeting Minutes CRA Board Meeting Boynton Beach, FL October 10, 2023 Mildred Hay, Boynton Beach, said Ms. Shutt is a woman of high honor and she is courageous. She said she appreciates her service and help. She stated she did all she could. She thanked the CRA staff and said Ms. Shutt brought peace to their work. She blessed her and thanked her for staying tonight to see it through. No virtual comments. Chair Penserga closed public comment. The motion passed 3-1 with Board Member Hay dissenting. Board Member Cruz was not present for the vote. 15. CRA Projects in Progress A. Boynton Beach Art Walk Recap B. Social Media Outreach Program 3rd and 4th Quarterly Report (April 2023 -September 2023) C. Social Media & Print Marketing Update D. CRA Economic & Business Development Grant Program Update E. MLK Jr. Boulevard Corridor Mixed Use Project (d/b/a Heart of Boynton Village Apartments) update Motion: Vice Chair Turkin moved to table additional items 15A and 15E. Board Member Kelley seconded the motion. The motion passed 3-1 with Board Member Hay dissenting. Board Member Cruz was not present for the vote 16. Future Agenda Items A. Discussion and Consideration of a Second Revised Interlocal Agreement and the Purchase and Sale Agreement with the City of Boynton Beach for the Historic Woman's Club of Boynton Beach located at 1010 S. Federal Highway - November B. Discussion and Consideration of an Interlocal Agreement (ILA) with City of Boynton Beach regarding Ride Sharing Program - November C. Discussion and Consideration of a Contract regarding Ride Sharing Program - November 799 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 NEW BUSINESS AGENDA ITEM 15.E SUBJECT: Approval of 2024 CRA Board Meeting Dates SUMMARY: CRA Board meetings are held on the second Tuesday of every month at 6:00 p.m. in Commission Chambers at City Hall located at 100 E. Ocean Avenue, Boynton Beach, FL 33435. The following is a list of the CRA Board meeting dates for the period January - December 2024: • January 9 (Palm Beach County Days January 9-10, 2024 in Tallahassee, FL) • February 13 • March 12 (National League of Cities Congressional City Conference March 11-13, 2024 in Washington, DC with pre -conference activities happening on March 9-10) • April 9 • May 14 • June 11 • July 9 • August 13 • September 10 • October 8 • November 12 (National League of Cities City Summit November 13-16, 2024) • December 10 Alternative dates for the above conflicts: • Tuesday, January 9 (Palm Beach County Days January 9-10, 2024 in Tallahassee, FL): o Wednesday, January 17 • Tuesday, March 12 (National League of Cities Congressional City Conference March 11- 13, 2024 in Washington, DC with pre -conference activities happening on March 9-10): o Monday, March 18 or Wednesday, March 20 • November 12 (National League of Cities City Summit November 13-16, 2024) : o Monday, November 11 or Monday, November 18 It should be noted that the presentations for the 401-411 E. Boynton Beach Boulevard 800 Request for Proposals (RFP) and Developer Qualifications for the USPS Boynton Beach Downtown Station Project were tentatively scheduled for the December 12, 2023 Board meeting. Staff anticipates the presentations of the two development proposals received will take approximately one hour. The Board has discretion to select an alternative date for the presentations. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the 2024 CRA Board meeting dates as presented. 2. Approval of alternate dates and times after discussion by the CRA Board. 801 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 CRA PROJECTS IN PROGRESS AGENDA ITEM 16.A SUBJECT: Boynton Beach Art Walk Recap - "1mm' II[1I1..II[ ID "10/10/2023 SUMMARY: On Saturday, September 16, 2023, the BBCRA partnered with the Boynton Beach Art District (BBAD) for the Boynton Beach Art Walk - Caliente business promotional activation. Highlights from the promotion, included: • A showcase of artist studios and businesses located within the BBAD • Unique art and retail vendors, as well as food and beverage vendors • Live entertainment and activities • Family -Friendly Activities The CRA provided logistical support in the areas of: coordinating lawn maintenance and cleaning of the Industrial Craft District event site, and procuring various rentals and entertainment services, such as: Tents, seating, portable toilets, power, light towers, and cafe lights. MARKETING RECAP Coastal Star - A quarter -page ad was published in the Coastal Star to promote the event. The Coastal Star newspaper serves the eastern community of Hypoluxo Island, South Palm Beach, Manalapan, Ocean Ridge, Briny Breezes, Gulf Stream and coastal Delray which reaches out to that specific demographic (see Exhibit A). Cost: $525 Gateway Gazette - A full-page ad was published in the Gateway Gazette to promote the event. The Gateway Gazette is a community publication that shares comprehensive neighborhood news, related to city government, business and real estate, sports, and events (see Exhibit B). Cost: $452 Neighborhood News - A full-page ad was featured in the Neighborhood News to promote the event. The Neighborhood News publication is a great way to reach out to the western Boynton Beach communities. The publication is mailed to 17,500 homes/clubhouses, with over 10,000 additional subscribers that read the digital edition online and on Facebook (see Exhibit C) Cost: $450 802 Posters - A promotional poster was created and distributed to various locations throughout Boynton Beach, including City of Boynton Beach facilities and local businesses (see Exhibit D). Cost: $116 Social Media - The Boynton Beach CRA social media platforms were utilized to promote a variety of paid and organic social media marketing initiatives. (see Exhibit E). Cost: $250 Street Signs - Seven (7) custom street signs were designed and installed at various locations throughout Boynton Beach to promote the event (see Exhibit F). Cost: $1,000 Billboard - A billboard promoting the event was displayed at the 1-95 and Gateway exit (see Exhibit G). Cost: $0 Blog - A blog was created to provide specific details about what event goers could expect during the Art Walk (see Exhibit H). Cost: $0 E -Blast - A designated email blast was created and shared with the CRA email subscribers to promote the event (see Exhibit 1). Cost: $0 Press Release - A press release outlining details about the event was released to the CRA media list (see Exhibit J). Cost $0 Atlantic Current - A full page ad was published in the Atlantic Current magazine (Exhibit K). Cost $800 FISCAL IMPACT: FY 2022-2023 Budget, Project Fund, line item 02-58500-480 - $15,000 for the event and $3,593 for marketing CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required from the CRA Board at this time. ATTACHMENTS: Description • Exhibits A - K 803 Exhibit A — Coastal Star 804 Exhibit B — Gateway Gazette 805 Exhibit C — Neighborhood News 806 Exhibit D — Posters 807 Exhibit E — Social Media Boynton Beach CRA creab:.d wn i::�ubdksr-"Ecl b -v 5Reree 'Rlos,-v^o 0 August .2 1r5 Boyinton Beach Art Walk Cafiente Busyntcjunc Be:&dh, Art . 65 I�Nenit 956 intene�;te"'.1 ME Ij ) II..,;q k Per f o rruiia ince Event IRespGnses 185 post te,,gagzqn�f't NOMAKAEffAFM Eve -t rt:rcjrsts Post rczfct of -'s J, )� S h G:)irnnnent Fleach 2,5116 Cost per Eveiwt Responim iwr $11,35, Im See al I onyc,w,,veb-1 to � E's w 808 Exhibit E (continued) — Social Media fludience Per.xpf,e 2011"� Pncement= 096 -IIIIILM 111 Oil 2V34 L.a.at uns Audkocede"Hs Cir'v -,te ptFsior, vv�-,,c crtatec�, t s &T, car se,--,7ud .x!` al s, 809 Exhibit F — Street Signs 810 Exhibit G — Billboard Exhibit H — Blog htt s: b® roto beach insidero ord ir�ss� our .f 2 bo too ...................................................................................................................................................................................................................................................................................................................................................................................... beach :�tIk: llien ..... ... . .............l.... ... 811 Exhibit I — E -Blast Boynton Beath Art Walk. - CALUENTE safiulla„, Sd:,Plten,lllbeii 16 2023 frarw SA.'10, llINA ly"', :) 0110 1'111"1 t "! In llclushSaA Aveimue! The fiee fallnnPhy FdenedE��'d o�%,,ent Vs i daltxoratxve afftnt bielhree�ns �he Lo,,,Lflon Bea,,±� IPA Fr(6cla L,ds Assciclaficin 4�A allmJ Blo.".�.fl-!-) A0 lDISIlk,fl, .'aiN& fleaflulle a kKall [),11, a ,,allnetv of tiffs our encu retM verdcm exhHbIlts, bie canvas al pa. vnfing. a rock pairding craft alr,,fivH-yl Purfluost uMCJ gNall taflll�x�� allist, erroellrlls, allm"I fruch moire rnerriblells alr<J vtsllalrs are irAexJ ex1plore Uht afea and towi dhc of 111he :aftsj,'s ancli lmasinesses 11 "HI"ll[le"cJ lcrIln slroe�� Parking v;lfl bie ava[Nallz,,e ak"rrg hxJustduh 6"'v)8nue ,'0 IY tencleies we ed tal pa at FDalm B,,eacllh ededi :0 EC) jjg,,L�jton B-,aich Bicm.flliew.a d, C�,,ictsshmg guards; (,,hIl blie kmci:A,:M1 at thle asslM villh pedestharn :ross�rgs +, kk loek,,wv tcji diearn, in,,,icire: vvfnat �mui can expecA dmuflnig I)hle n enll. 812 Exhibit J — Press Release BOYNT 0111, li wMEACH IC�I(IIIA ONM C,C)MMIUMTY REDEVELOPMENT AG,ENCY Media Contact. Thuy Shutt Executive Director (561) 6010-9098 ShuttT@bbfll.us September 8, 2023 Beach Art Wallk — CALIE'NTE! FOR IMMEDIATE RELEASE Boynton Beach - The Boynton Beach Community Redevelopment Agency (BBCRA) is thrilled for the return of the Boynton Beach! Art Wallk — CALIENITE! Come experience the sights and sounds of the Art Wallk on Saturday, September 16, 2023, from 5:00 PM to 9:00 PM at 410 W. Industrial Avenue. The free, faimilly-f6endly event, which is a collaborative effort between the BB,CRA Norlda Arts Association Art Synerg , and Boynton Beach Art District (BRAD), will feature a variety of artisan and retail vendors, live music, Instagrammable elements, and much more. The, lively event will) feature, ai Latin flair in honor of Hispanic Heritage Month, aind include a Ilocail DJ, Latin dancers, vendor exhibitions, studio tours, food and beverages, costume characters, live art pailintings, and a rock painting art activity. Community members and visitors are, invited to explore the area and tour the, studios whiffle immersing themselves into the artistic elements that are naturally within the BBAD. With a, variety of colorful miuralls, the space, is the perfect place to capture sellfie,s or photos with, friends and family. Vendor space for the event is stili available. Interested parties can visit the HAD website or emaill B2�LrLtonBeachAirtDistrifIf -naiLcorn to learn, more about the vendor opportunity. IFor more information about the Boynton Beach Art Walk, please visit the Faceboolk event page, or the Boynton Beach CRA website. About: Boynton Beach CRA The Boynton Beach Community Redevelopment Agency (BBCRA) serves the community by guiding redevelbiament activities such as affordable housing, free business prornotionai events, and small business funding Iprograrms that create a vilbrant downtown core and revitalized nelghborhoods with the Agency's 1,650 acres iocaited alloing the eastern edge of the City of Boynton Beach. To learn more viisit. www.lBoyntonIBeacii�CRA,.com,. 813 Exhibit K —Atlantic Current 814 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 CRA PROJECTS IN PROGRESS AGENDA ITEM 16.13 SUBJECT: 2023 Boynton Beach Pirate Fest Recap SUMMARY: EVENT RECAP Pirate Fest was held on Saturday, October 28, 2023, and Sunday, October 29, 2023, from 10 AM to 5 PM each day. The free festival took place in Downtown Boynton Beach at 100 E. Ocean Avenue, and along portions of the avenue between Seacrest Boulevard and NE 4th Street. The festival featured multiple areas of live entertainment and activities, including: Wheel Walkers, Live Music, Cannons, Pirate Reenactments, Silk Dancers, Live Mermaid Encounters, Pirate Characters, Kids' Activities, Retail and Food/Beverage Vendors, and much more. An onsite feedback survey (Attachment 1) was conducted at the BBCRA information booth. A total of 661 responses were received. Survey results indicated the following: • 42.4% reside within Boynton Beach, 41% within Palm Beach County, 13.9% outside of Palm Beach County, and 2.4% outside of the state. • 46.2% were first time attendees, with 53.8% being returning guests. • 74.4% of people found the overall experience of the event to be excellent. As part of the business development initiative, nineteen (19) BBCRA area businesses, offering retail, food, and professional services were featured with the Enchanted Market section of the festival. Patrons who participated in the festival's treasure hunt were guided to interact with the following BBCRA area businesses: • A Taste of Africa • ArtSea Living Studio • Bond Street Ale & Coffee • Coastal Palms Realty • Common Grounds Brew & Roastery • Eye and Ear of the Palm Beaches • Front Door Detailing • Guaca Go 815 • Imperial Insurance & Tax • Island Grill Take Out • Mancave for Men • Salon South Flow • Simple' WHOA! Nutrition • Stretch Zone • The Boardwalk Italian Ice & Creamery • Tiki Taxi & Cruises • Trilogy Fitness MMA • Tropical Smoothie Cafe • Troy's Bar-Be-Que Additionally, Boynton Beach Bucks promotions were promoted for six (6) of the participating businesses: A Taste of Africa, ArtSea Living Studio, Boardwalk Italian Ice & Creamery, Mancave for Men, Tiki Taxi and Cruises, and Tropical Smoothie Cafe. MARKETING RECAP Atlantic Current Magazine - A digital marketing ad was run with the Atlantic Current Magazine to promote the event to the publication's Instagram and Facebook followers (see Exhibit A). Cost: $800 Coastal Angler - A full-page ad was published in the Coastal Angler Magazine to promote the event. The Coastal Angler Magazine is a source for anglers, boaters, and conservationists and is the second largest free outdoor publication in the nation with 40,000 circulation per month in Palm Beach, Broward, Dade, and Monroe counties (see Exhibit B). Cost: $775 Coastal Star- Two ads were featured in the Coastal Star to promote the event. A quarter -page ad in September and a double -page spread in October. The Coastal Star newspaper serves the eastern community of Hypoluxo Island, South Palm Beach, Manalapan, Ocean Ridge, Briny Breezes, Gulf Stream and coastal Delray which reaches out to that specific demographic (see Exhibit C). Cost: $1,525 Gateway Gazette - Two ads were published in the Gateway Gazette to promote the event. A full-page ad in September and a double -page spread in October. (see Exhibit D). Cost: $1,143 Neighborhood News - A full-page ad was featured in the Neighborhood News to promote the event. The Neighborhood News publication is a great way to reach out to the western Boynton Beach communities. The publication is mailed to 17,500 homes/clubhouses, with over 10,000 additional subscribers that read the digital edition online and on Facebook (see Exhibit E). Cost: $1,350 Pure Honey Magazine - A 5x10 page ad was featured in Pure Honey Magazine and also on the mediums social media accounts to promote the event (see Exhibit F). Cost: $1,000 Street Signs - Seven (7) custom street signs were designed and installed at various locations throughout Boynton Beach to promote the Enchanted Market portion of the event (see Exhibit G). Cost: $1,160 Treasure Hunt Map - A treasure hunt map was created to highlight the nineteen (19) 816 participating BBCRA area businesses that were featured at the event. The treasure hunt maps were distributed to event patrons at the event to encourage them to interact with participating businesses (see Exhibit H). Cost: $495 Social Media Campaign - A variety of paid and organic social media marketing initiatives were promoted across the BBCRA social media accounts. Various posts were created to promote the overall event, designated event page, participating BBCRA businesses, and other businesses that could be patronized following the event (see A Exhibit 1). Cost: $1,300 Blogs - Three promotional blogs were published to promote various elements of the festival, as well as to promote the participating businesses that would be onsite with vendor booths, and brick -and -mortar businesses located within the Downtown District and surrounding area (see Exhibit J). Cost: $0 E -Blast - A designated a -blast was distributed to BBCRA e-mail subscribers to promote the festival (see Exhibit K). Cost: $0 FISCAL IMPACT: FY 2023-2024 Project Fund, line item 02-58500-480, $85,000 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. ATTACHMENTS: Description • Attachment I - Pirate Fest Survey Results • Exhibits A -K 817 Question 1 has 660 answers (Radio Buttons) "Please select your age ran ge " 78-24 82, 2, --34 14/ 35-44 •,,,-f,/ (;a,4 4,. 1109 (16 55.,[ 4 52 4:3 (61 55111 Question 2 has 656 answers (Radio, Buttons) "Please select which best applies to yoT I five Ire Boynion IE3eachr I I'IvC 11-1 PaI11,11.3eachcourly 269 (41.0%� I I'IvC 11-1 Hcmda, I have a terrpu a ry ve,,(dence in F I u id a 818 Question 3 has 623 answers (Open Text) "What is.your zip code?" Unknown conlact olcL 33435" Unknown conlact olcL 33435" Unknown contact '33426"' Unknown contact "33435" Unknown comact aualdk 33436" 1-5of623 ' > Question 4 has 647 answerers (Radio Buttons) "Do yoa plan to stay in a hotel during the event weekend? 11 Yes 11111111111111111111111111111 22 No iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillilliillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillillI E, 1,b 819 Question 5 has 647 answers (Checkboxes) "How did you hear about this event? Please select all that apply- " Soc I a IM1 r,a iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliillilliillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliililI 364 (bb. I Diqi�al Ad 111111111111111111111111 2 FJ (.12% NE'RVSPa[-Jer,/Ma9a2 i ne 111111111111111111111 24 1� I'D "t e rj G I'D "t ca rel 11111111111111111111111 2 1'% Flyei received in th& nnad 3 1b. E., Sticet VVC,rd of Mouth, 2T (3.2%� Question 6 has 616 answers (open Text) I low many adults are in your party?" Unknown rico pact "4" Unknown comao snld� Unknown contam �<s,aidk "W" Unknown comam —,ilck Unknown contam scald. 1-5 uf 616 " > 820 Question 7 has 603 answers (Open Text) "flow many children are in your party?" Unkinown cOMMM 1nld, "0" UBVawmwn contAm snid, Unknowit uuntwn s,dh L "2" mkinown contact s;,,a.h "4" 1-5 of 6C3 > Question 8 has 637 answers (Radio Buttons) "Is this Your first time attending the Boynton Beach Pirate Fest?" M ffm 2',,.))4 (46.2'%) JA3 (53.89.) 821 Question 9 has 645 answers (Radio Buttons) "How would you rate your overall experience of the event? "' Excellert iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillillillilillillillillillillillillillilliillillillillillillilliillillilillillillillillilillillillillillillillillillilliillillillillillillilliillillilillillillillillilillillillillillillillillillilliillillillillillillilliillillilillillillillillilillillillillillillillillillilliillillillillillillilliillillilillillillillillilillillillillillillillillillilliillillillillillilI 480 (/4.4%) G C'u d (f31.4%) iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliilillilillillillillillillillillilliillillillillillillilliillillillI 146 (22.6%� HIMMUMM 1aa 15 (2.3%) Rock the Block III 3 (C) 5%) Lxvcm4V fa sappointing 10,7%) Bopton Beach Might Makl t 1 (4_}.2"61 Question 10 has 519 answers (Checkboxes) "Which previous BBCRA Events have you attended? Please select all that apply. " Boynton Beach Rate Fest 40b (f31.4%) -tockk the 11 aza HIMMUMM 1aa (15 "q Rock the Block iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillilI 10,7%) Bopton Beach Might Makl t HOMMEM 19b (14 B`%) Rock the Marro MEM 53 (8 0'1,6) Boyntnn Beach I kdhda y Boat Parade MEMMEME= 101 (119 81110 Bopton Beach Art Walk MMEMEMM 114 (1120) Blarney Bash ME= 60 822 Question 11 has 219 answers (Open Text) "To receive more information about upcoming free events & promotions sponsored by the BBCRA enter your email below.  " Unkitown contact wird: "Morgc(m Z@80I.CWTI" Unkirmawn cointact "a ceva III os88@ �iicIou d.corr i"' Unknown contact wfld� "kayl yi tredwa y@gn iai I curn" Unknown contact ahh " PI I 'na roach@aol.coit t' Unknom contact .,cliff n a calla brese4@out look. coin"' 1-5 of 219 1 823 Questiori 12 has 93 aTiswers (Opeii Text) "Please submit any additional comments here:" Unknown cootam ,aich "Love what you dur Unknown coi mam wflk I, "Cute event!" URknowii contao L "Good, Unknown cootam ,aich "None" Unknown conzacv Sold, "Kwkdhc" 1-5oI93 > 824 EXHIBIT A — Atlantic Current 825 EXHIBIT B - COASTAL ANGLER MAGAZINE 826 EXHIBIT C - COASTAL STAR LlVt MIUM 9: FNtZAtAf,,NlM'ENV PIRAT9 ENCAMPMtN115 STUNTSIROW'S MPJMAIIDS C&MMON$ UNROVEYRNPORA I ISDS ACTIVITIES 827 EXHIBIT D - GATEWAY GAZETTE ADVENTURE AWALl"', ASA msyg "m tuTs ar Rand viii F'g 1N flaww" 'A' mms 'ew a q°1orr lis" 1rr wURNINT Fifo & n 828 EXHIBIT E - NEIGHBORHOOD NEWS 4 829 EXHIBIT F - PURE HONEY TRE awl It I colill't 830 EXHIBIT G - STREET SIGNS 831 EXHIBIT H -TREASURE MAP F THANK YOU TO OUR PARTi(WAIIING ARTSEA ILII IN6 STUDIO ISLANU GRILL TAKE OUT 412 E, Ocean Avo. 10117N. e4 al Hwy. �561)737-2600 (561) i3M6-455,50 A, TASTE OF AFRICA MA FOR MEN 411 F1940(fM flwy 1503 Federal Hwy (5161),7W72,39 (561) 2,10.1771 BOND STREET ALE & SALON SOUTH FLOW COFFEE 1815 Rderal Hwy',,N,3 1626 Fedl Hwy (6m) 266 26111 (6fil) 977ara-M, SIMPLE" WHOM NUTHITWN COASTAL PALIMS RIEALT V t55O N. Federal Homy, Ste,, 12 6391 E. Ocean7AvowQW ('561) 336,P951 (56),489-549 STRIETCH ZONE COMMON GROUNDS 3111 'E'rrwoolbirighl 114' BREW& A0ASTFR7 561) 739-801401 1'517 Frrderel Hwy THE HOAR DWALK ITALIANI E & CREAMERY EVE AMID EAR 209 N. Fodrel Hwy. Of THE PALMI BEACHES 1`6o1) floD-%A-j G14 E., Woolbrighl Rd. (561), 73-4.2972 TIM TAXA & CROMES 720,Casa Loma WWI, FRONT DOOR DETAILIPIG (772) 621 -M'4 422 W. Industrial Ave. (954),700-6279 TRILOGY FITNESS MMA 155,0 N. FEDERAL KWY, # 4-10 GUACA W 304414-43,17 510 E ftean An- #116 TROPICAL SRN OOTHIC CAFE �5561)376-91885 512 E, wbollmlp ht Rd. (561) 077 -N 9,5 IMPERIAL INSURANCE & TAX 'T'ROY'S BAR-lat,-QUE 3,22 Boynton: 8,8ach Bllwd. 1920,roderal Hwy, (561), RFA -03M (661) 740-1112f lul Til- in 91m,11111141 832 EXHIBIT H -TREASURE MAP 833 WCOU d*gllltb fllq rvi v um vc r Unk dkkm A Awflfierwe EXHIBIT I - SOCIAL MEDIA Boynton Reach C�RA S 0 ped 7h e 51 o n ch P�: rM rn 3y be wr2 pp cng upr ea d y this ypar, bul that doesn't irrreanr the adventure has to end, Dovintovin Boypton Beach fls bustfingv,rith vbFant businesses eager to vvelcor7ne you Into their embracE. Discover a triaBsure trove of excAmg exppnences and drfibous delights as Continue the Adventure hi Downtown Boynton Learn more Beach this Halloween Weekenffl (DC) I r[afliy Frafi.y and, 18,4 c��hels 41 S��Nva re 10"A' Cost pa, Ll Wk Oki K), KIM Ire wn-- &"J 834 EXHIBIT I - SOCIAL MEDIA Boynton, lBeach CRA 101:,"'YN h I N`511) [ ", W (DR N Rl- TNA Experience an Unforgettable Jloun,iiey at the, Learn more Bloynton Beach Pirate (Fest's Enchanted Market 00 lwnohy 3P00 3�11,;' Kaaren HoIlland Rfley This was my first time and I thought it was arrazmg� My 3 year old grandsan had a blast. It was wonderfulseeing so many people in the Pirate and Hallokveen Sp6V Thal* you BE CPA V -w —IoAl* P" H ei o q m 11 aw�m wO 00); kwh 1,326 e+ U,kCkhh " 01, J ki"14 835 Perfminaince Folclws or I ikes 137' Activfty Pact engaglzll'rers milmommillmllm �,--,-,.oncl video plays FcdflovvS' or Res IM t37 Post react: ons = 128 Audiemu c & pa,,±Pd 5,280 peopie M "'OUr EXHIBIT I - SOCIAL MEDIA DetaflL, Nib, - 0 Reach, '05,280 Get moi e Page fts e 0 Cost perfollaworflke $0.73 W-33 12 clays See M ONESSEEMENESSEEMINIM 2452 Pi,eview Peel aip to cn-baik uiu 3 thrilUng adventwe as v":' count s to the Bqmtcr Peach P'ciaru 25t' L j,,a eeaH se Lc, wst the Ench,-'4nteid N43'.et, U Like Page, 836 EXHIBIT I - SOCIAL MEDIA Boynton 16,each CRA Re3dy the heHn and point YOUr sails, toward The Enchanted Market at this year's 15'rfy-M,on PPE"DKI-11 Fen l Take a, IN# kat OLJF blog to learn more on what to eypect and how you can 4 80'VT',HC)NP';F.A� H I N'SCE. Vllsilt the Enchanted MParket at the Boynton Learnmore Beach Pirate Fest O'C) VVilscpXmcthy V m4e'y ard 824 ,ii)yrs; i4.r 6."J I Sy nFfjo%w gOoAltt Pvdn'-r,-.— Whk dkk% 70839 (01 Cwt pw, umk, Urk '4, 5 Moro &n 'r n app'w EMV ( — "'0 837 Vilew resu.ullts View iresults EXHIBIT I - SOCIAL MEDIA Follows Barr hikes 243' Actillvlty Post er.ga1�;%Iim arts 3-secrrrc# vfd1c, lslays mommosommom Follows cn lik;es MINIM 243 Post reactilerrrs MEN oI P'elrfrairmar,ce Ewremtr Responses 6910 ctilivi ty on IFaceR,o olk EveTlt responses mommummoommossommom Post enclag&m cnts mommommommommommom Link clicks mommummoommossommim Post. I"eacfi U n, MONSEEMENNEEM 196 �IIIR; 0 Reach klt5"803 Cost! pier F'ooll,owwr or like 10 +0.41 WE v sepall +IIPa�ti^ Reach +k;So R fl Q$ R Cost: pier Event Response $0.14 v See all yctiorlty on youl ioseTrlte- v4? Poustagain, pi's: ost agrca8 n W 838 EXHIBIT J - BLOGS 839 EXHIBIT J - BLOGS 840 EXHIBIT J - BLOGS 841 EXHIBIT K — E -Blast e r I,,," �on a fihirdhing a t this yeal�,'s Fe:st, a M[Tk.lrkabh,.:,! &venl that volfl cace aclak,� grac,� fl -e stVtees V.lih Duvvlrkrk,�),Ovn Fk,'wyirdfl on i3ea,,-t1 SFiie�,JR Oecl ti'D ta[','lic° p�.ac.e on 28th and, I 8,closed , 2.191h. fi!onn, 1 OM ANd tec) 5 00 PIK anrllm.fl el vvor�d', pinni,ites and Ccxnrr�lunlltv ancl, viis�,,tom are, invae,,,J toi expbres the dnvivii-tolvvin a.ma la erip�v fl - h rnesnierizinc.), SIghtls, whll�,.,h wffl pmle sS em,,:ouinlleil�`E� stiur�,[ h�,uvvsi, ��;ve a v,,.,ir��:Ay of: uiml,,�que vend�xs, chkJTien',S aclmid.Je�s. and niiucj�i morO 842 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 CRA PROJECTS IN PROGRESS AGENDA ITEM 16.0 SUBJECT: Social Media & Print Marketing Update SUMMARY: Throughout the month of October, a variety of social media and print marketing efforts were made to promote various BBCRA initiatives and projects, as well as, a variety of local businesses that operate within the BBCRA area. Social Media • BBCRA Project Posts: Promoted the Business Booster Workshop Series and the completed Ocean Breeze West project. • BBCRA Event Posts: Promoted the Boynton Beach Pirate Fest activation. • Business Promotional Posts: Utilized Facebook and Instagram feed and stories to promote a variety of businesses, such as: Cafe Prelude, East Ocean Cafe, and Found at Sea Charters. Print Marketing • Atlantic Current • Coastal Angler • Coastal Star • Gateway Gazette • Neighborhood News • Pure Honey Magazine See Attachment I for an overview of the social media and print marketing that were published in October and Attachment II for a full listing of the Facebook and Instagram posts that were shared. FISCAL IMPACT: FY 2022-2023 Budget, Project Fund Line Item 02-58500-480 - $4,856 CRA PLAN/PROJECT/PROGRAM: 843 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required unless otherwise determined by the CRA Board. ATTACHMENTS: Description • Attachment I - October Social Media and Print Marketing • Attachment II - October Facebook & Instagram Posts 844 O cn F- cn O CL 67J LU mnO w CL Q D W 2 J Q U O cn co It w U) U) O CL z W W Q D W 2 ti It w cn LU z cn D 1 W J Q H Co It w u; fry H"¢y u r, u; fry H"¢y z W D U U Z Z w CL rn It w 0 Z H W Y Q Z w CL CD w a cn J Q W- 0 0 U Z w CL w 0 z LLI z w CL N Oo LLI z 0 0 0 0 W z 0 z LLI z 1= CL Cl) Oo Z O W D CL Z DC le w A LO LO co A co LO co 'n 'n "I M 1 Y. 19 Cy k" nl M 1, 19 w P, S 8' 1 t, "I "I I L F. El F 13 'Y 'Y co LO co A I- LO co 0., A It "I lAl r ""I k"ll q c, 8 IT k", co LO co 1% "1 co LO co A 0 1 i "1 1 1-1 k9 1 1 kl-ll11 k" .1 41 19 "I a) LO co A I v 0 r. o L I I I 81 1 I i- L (A O LL A 0 Cr Cr C, 1� 0 0 0 [CI fCi 0 0 0 0 15' AMP 1:1 6, c, 1) 11 6 ri Yll 1� 1 L I, iI C, I'll o is 1; 4 o Y 0 Cr Cr C, 1� 0 0 0 [CI fCi 0 0 0 0 15' AMP (A O LL A CV CD co Ili o '3 i M, CV CD co (A O O LL A o 3 ii i1 18 8 "1 8 8 8 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 CRA PROJECTS IN PROGRESS AGENDA ITEM 16.1) SUBJECT: Neighborhood Officer Program 4th Quarter Report for FY 2022-2023 SUMMARY: The CRA funded Neighborhood Officer Program (NOP), in partnership with the Boynton Beach Police Department, has submitted their Unit Activity Report for the 4th Quarter (July 1 - September 30) Fiscal Year 2022-2023, along with the Heart of Boynton (HOB) District Crime Stats for the same time period (see Attachments 1-11). The NOP Quarterly report is required under the the funding terms of the Interlocal Agreement between the CRA and the City of Boynton Beach for FY 2022-2023 (see Attachment III). The FY 2022-2023 NOP Budget is provided as Attachment IV. FISCAL IMPACT: FY 2022-2023 Budget, Project Fund 02-58500-460: $497,646 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Heart of Boynton District (pages 105- 118) CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. ATTACHMENTS: Description • Attachment I - 4th Quarterly NOP Report • Attachment II - Crime Stats • Attachment III - Executed Fourth Amendment to the Interlocal Agreement Between the City and CRA for NOP Operations Funding • Attachment IV - NOP Budget 864 0000/0" /////////, 11111J�)1)J111!�y)J J�iI11111JJJ�JJJIIUJJJJ1Jill))J)J)�� °°°� �Illllllllllllll�ll�ll�lll�ll�ll�l�ll�lBOYNTO BE AC �II BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY NEIGHBORHOOD OFFICER POLICING PROGRAM Quarterly Report July 1, 2023 to September 30, 2023 sia TABLE OF CONTENTS L Community Oriented Policing Defined page 3 II. Quarterly Report Requirements page 3 III. CRA & Boynton Beach Police ILA Activities page 4 IV. Neighborhood Officer Program (NOP) • NOP Organizational Chart page 5 • Mission Statement & Tasks page 5 • Officers Quarterly Work Hours page 7 • Significant Quarterly Activities page 7 • Photos — Community Events & Business Walks page 13 • CRA Area Crime Statistics page 32 2 Community Oriented Policing Defined Community policing definitions typically focus on three components that characterize many programs: some level of community involvement and consultation; decentralization, often increasing discretion to line -level officers; and problem solving. Because community policing is focused on close collaboration with the community and addressing community problems, it has often been seen as an effective way to increase citizen satisfaction and enhance the legitimacy of the police and the evidence is supportive in this regard. A major goal of this proposed neighborhood officer program is to cultivate high levels of mutual trust, understanding and respect between police and the residents of the neighborhoods they patrol and to ensure there is a visible presence of police in the community. In order to achieve this, it is necessary that these Community Partners develop relationships which transcend the confines of ordinary community policing activities and instead focuses upon building sustainable problem - solving partnerships. Additionally, the building of problem -solving partnerships and substantive relationships with invested members of the community will lead to a greater understanding of some of the challenges members of the public face and help the police department garner unique insights which might aid in addressing these challenges. This program helps effectively integrate police personnel into the fabric of our community. Reducing crime and disorder and improving the quality of life within historically blighted neighborhoods requires the development of these types of productive and meaningful relationships between citizens and representatives of their local government. As the most visible and accessible municipal agency, police personnel are uniquely postured to serve as a catalyst to an array of city services, community resources and organizations which can aid those in need as they work to better their circumstances and work in concert with other Community Partners to confront the challenges they identify within the community. Quarterly Report Requirements: The scope of this quarterly report is to fulfill the Program requirements set forth in the Inter -Local Agreement (ILA) between the City of Boynton Beach and the Boynton Beach Community Redevelopment Agency (CRA); whereas the CRA shall be provided a written report outlining the following: • Hours worked by the Program Officer; • Name, rank and badge number of Program officers who have worked the Program during the reporting period; • Activities undertaken to achieve the goals of the Program; and • Crime statistics for the reporting period 3 CRA & BOYNTON BEACH POLICE DEPARTMENT ILA ACTIVITIES • The Boynton Beach CRA and the City will provide a visible base of operations for this Program located at 119 E. Martin Luther King Jr. Blvd. Unit #8, which will act as a neighborhood storefront police station (Under Construction). • Police personnel assigned to this Program will be assigned within the CRA area. • Assist with public education and crime prevention within the CRA area. • Identify neighborhood specific problems and help with the coordination of other City services to resolve the issues. • Implement the use of an automatic license plate reader (ALPR) as an intelligence gathering platforms. • On a quarterly basis, the Police Department shall provide the CRA with crime statistics for the CRA area along with data gathered by the ALPR and a GIS map identifying where crimes are occurring in the area. • Police personnel assigned to this unit shall patrol: (a) On foot, (b) on bicycle, or (c) on Segway vehicles, (d) on golf carts, or (e) other department issued vehicles. • Police personnel assigned to this function shall work a minimum of 40 hours a week. Twenty of these hours should be spent being visible in the community, building relationships, collecting information and providing resources and information to residents and business owners who seek to promote positive change within their neighborhood. Specific emphasis should be given to those actions which will contribute to the attainment of the goals established with Community Partners such as but not limited to attend regularly scheduled Community Partners' meetings and establish attainable goals with measurable outcomes with Community Partners. • The schedule for these Police personnel shall not be set, established or publicly posted. Their presence should be anticipated at any time by those who may be disrupted by their integration into the CRA area. • Police personnel assigned to this function will be furnished with either cell phones or, at minimum, voicemail accounts, which will be used to correspond with police personnel directly. CRA staff shall be provided with a list of these phone numbers and protocol for telephone contact or dissemination of information by the CRA to the Officers assigned to the Program. • CRA staff shall be informed of the Neighborhood Officers hours on a regular basis. • The CRA shall be provided with an organizational chart of the Officers assigned to the Program listing rank, badge numbers and years of service. • The CRA shall be provided a quarterly written report outlining the following: o Hours worked by the Program Officer o Name, rank and badge number of Program officers who have worked the Program during the reporting period. o Activities undertaken to achieve the goals of the Program o Crime statistics for the reporting period. E • The Police Department shall provide an annual written report summarizing the goals achieved along with a crime statistics report and associated map. Included in the report shall be recommendations for Program changes for the next fiscal year. • Funding for the Neighbor Officer Policing Program shall be at the discretion of the CRA Board and appropriated annually. • While the CRA will provide funding to support this program, operational and supervisory control remains with the Police Department. CRA Officers & Organizational Chart: GFC�.I[ AVIS 110#918, OFC. IBORRERO Ia#1101 OFC. VAZQUIEZ 0#976 CRA Officers Mission Statement & Tasks: Mission Statement: The NOP Program is a collaborative commitment with the CRA to create a prosperous and vibrant downtown district while providing safety to the business owners, residents, and visitors. This will be accomplished by having motivated, interested, and engaged officers who know their business owners, clergy and residents and stay in tune and engaged with the community through regular face to face contacts. Crimes and community problems will be proactively and promptly addressed and enforced. When a community is well cared for and 5 appropriately policed, it is more inviting to potential business owners, residents and guests and crime is collaboratively controlled through a whole of community approach. Tasks: • Solicit Trespass Agreements from all business in the CRAB district • Solicit retailers in the CRA's district to sign up for the Telegram App. This app will be used as an information sharing mechanism between retailers and the department regarding theft suspects, vandals, trespassers etc. • Serve as the first line of engagement with business owners, citizens and guests to resolve needs and conflicts. • Monitor radio for in -progress crimes and nuisance calls in the CRAB District and respond and investigate those crimes. Specifically, CRA Officers are required to respond to all in progress calls to include but not limited to robberies, retail thefts, shootings, aggravated assaults & batteries, etc. • Instances of Public Nuisance have the potential to affect the health, safety, welfare, and/or comfort of the general public. Therefore, CRA Officers are required to address all observed and reported instance of public nuisance offenses, to include but not limited to public intoxication, public drinking, public urination and defecation, harassment, intimidation, and passing out in public places. • Patrol the CRA areas of the city with a positive solution -based approach. • With CRA input, identify people with significant influence within the community (members of the clergy, community activists, longstanding residents who are well- respected); work with them to cultivate partnerships and organize activities which will address the needs and challenges identified. • Work closely with Community Standards to identify and efficiently resolve code violations. • Collaborate with and develop relationships with city departments so that relevant community complaints can be promptly resolved or mitigated. • Monitor panhandlers and trespassers and take appropriate action to resolve the activity. • Utilize "My Civic App" to log and monitor code violations and community concerns when the matter cannot be immediately addressed. • Partner with the agency's victim advocate and community programs to provide outreach and assistance to the unhoused. • Attend monthly CRA meetings, events, and special meetings when assigned. no 27 Hours worked by the CRA Officers during the quarter: The CRA Officers are assigned to work four (4) ten (10) hour shifts during a calendar week. During the quarter, the officers were assigned to work Monday to Thursday. The total number of eligible work hours per Officer in this quarter was 520 Hours. The table below depicts the officers' individual time during the quarter: Officer Eligible Actual Approved Approved CRA Comp. Quarterly Patrol Leave Training Overtime Time Normal Work Hours Hours Hours Hours Earned Hours Hours Davis 520 437 43 40 15 0 Vazquez 520 375 68 80 16.5 0 Borrero 520 377 43 100 10.5 0 Note: The overtime hours listed above do not include CRA Detail hours worked, or other department overtime or detail hours worked by the listed officers not attributable to the CRA. Additionally, Actual Patrol hours do not include overtime hours worked of any kind. Significant Quarterly Activities Executive Summary: During the quarter the CRA Officers attended 18 community events/meetings, conducted 45 separate business/checks walks, performed 31 extra patrols, obtained 5 trespass agreements with local businesses, attended 3 CRA Board Meetings, made 21 arrests and performed 151 traffic stops. Business walks and checks, whether conducted solely by the CRA Officers or in collaboration, with CRA staff, are opportunities to build bridges and relationships with the CRA District's business Community. During these self -initiated contacts, the CRA Officers and staff listen to concerns and problems and provide information and solutions to the business community. These grass root contacts, serve as a critical information source and as a foundational basis for creativity and problem solving. Like business walks and checks, community meetings and events serve to inform the CRA Officers and Police Department Command Staff of concerns, but the concerns voiced in these venues are generally more individual and community based. At these meetings, community concerns regarding traffic problems, crime and community cleanliness are brought forward, among others. The CRA Officers and Police Staff respond to the community's concerns by providing input and recommendations and when appropriate work with other city departments to resolve these concerns swiftly and efficiently. Community confidence in law enforcement increases when the 7 27 community sees their police department values and responds to their concerns and needs and works in conjunctions with other city departments to institute positive change. Significant Quarterly Activities Undertaken by Week: Week 1— 07/01/2023 to 07/09/2023 • Officers arrested an individual at 300 NE 10th Ave. for Grand Theft Auto, Resisting arrest without violence and Driving without a License, Case#23-029857. • Officers secured a Trespass Agreement for ALA Liquors, Case#23-030009 • Officers secured a Trespass Agreement for 312 E. Boynton Beach Blvd, Case#23-030224 • Officers secured a Trespass Agreement for 217 NE 3rd Street, Case#23-030225 • Officers secured a Trespass Agreement for 422 E. Boynton Beach Blvd, Case#23-030233 • Officers provided security at the 4th of July Celebration at Intracoastal Park • Officers performed a business check/visit at 400 E. Ocean Ave., Case#23-030214 • Officers performed a business check/visit at 1600 S. Federal Highway, Case#23-030217 • Officers performed a business check/visit at 100 MLK Blvd, Case#23-030219 • Officers arrested an individual at 1900 N. Seacrest Blvd, for narcotics possession, Case#23- 030240 • Officers conducted five (5) traffic stops Week 2 — 07/10/2023 to 07/16/2023 • Officers performed a business check/visit of Industrial Ave., Case#23-031147 • Officers attended a Community Meeting at Carolyn Sims Center • Officers attended the Heart of Boynton Meeting at Carolyn Sims Center • Officers attended the CRA Board Meeting • Officers arrested an individual for being wanted at Gateway Blvd. & Fed. Hwy., Case#23- 031366 • Officers conducted business walks with the CRA on E. Ocean Ave. • Officers performed an extra patrol at Palmetto Greens Park 421 NE 13th Ave., Case#23- 031124 • Officers performed business checks at Sunshine Square, Case#23-031504 • Officers participated in Cook with a Cop at Sara Sims Park • Officers conducted ten (10) traffic stops Week 3 — 07/17/2023 to 07/23/2023 • Officers assisted with a Shooting Investigation at 1410 NW 1st Court, Case#23-032424 • Officers arrested an individual for being wanted at 1410 NW 14th Court, Case#23-032450 • Officers conducted a business check/walk of Sunshine Square, Case#23-032701 • CRA Officers assisted the Detective Bureau with a Homicide that took place at 147 NW 13th Ave., Case#23-032819 • Officers attended the Community Conversation Meeting at Sara Sims, Cas#23-33229 • Officers attended "I am" event • Officers conducted twelve (12) traffic stops Week 4 — 07/24/2023 to 07/30/2023 • Officers arrested an individual for driving without a license, Case#23-034046 • Officers conducted two business walks at Sunshine Square, Case#23-034072 & Case#23- 034614 • Officers arrested an individual on traffic charges, Case#23-034094 • Officers performed an extra patrol of Palmetto Greens Park, Case#23-034262 • Officer performed an extra patrol of Carolyn Sims Center, Case#23-034560 • Officers arrested an individual for traffic charges and resisting arrest without violence, Case#23-034334 • Officers arrested an individual on drug charges, Case#23-034580 • Officers conducted a business walk at Ocean Plaza, Case#23-034837 • Officers participated in two community back pack giveaways for children • Officers participated in the CRA's Night Market • Officers performed sixteen (16) traffic stops Week 5 — 07/31/2023 to 08/06/2023 • Officers arrested an individual for possession of marijuana, Case#23-035490 • Officers conducted a business check of E. Ocean Ave., Case#23-035963 • Officers attended the Library's Community Heroes Event • Officers conducted to field interviews at 1200 N. Railroad Ave., Case#23-035942 • Officers performed twenty-two (22) traffic stops Week 6 — 08/07/2023 to 08/13/2023 • Officers conducted an extra patrol at 640 E. Ocean Ave., Case#23-037008 • Officers arrested two individuals on drug charges, Case#23-037023 • Officers performed extra patrol/outreach at Carolyn Simms Center, Case#23-037209 • Officers performed an extra patrol of Cherry Hill, Case#23-037216 E • Officers arrested an individual for carrying a concealed firearm, Case#23-037272 • Officers attended the CRA Board Meeting on 08/08/2023 • Officers arrested a motorist for driving on a suspended license, Case#23-037483 • Officers performed a business walk of Sunshine Square, Case#23-037717 • Officers conducted fourteen (14) traffic stops Week 7 — 08/14/2023 to 08/20/2023 • Officers attended two community meetings at New Disciples Worship Center • Officers performed a business walk of Sunshine Square, Case#23-038546 • Officers performed a business walk of One Boynton, Case#23-038549 • Officers assisted with a drug overdose at Palmetto Greens Park, Case#23-038558 • Officers performed a business check of 400 E. Ocean Ave., Case#2 3 -03 8 5 8 8 • Officers performed a business check at 3625 S. Federal Highway, Case#23-038791 • Officers conducted an extra patrol of 600 NE 10th Ave. • Officers conducted a business check of 640 E. Ocean Ave., Case#23-039352 • Officers conducted a business check of 799 E. Ocean Ave., Case#23-039349 • Officers arrested a motorist on traffic charges, Case#23-039357 • Officers performed fifteen (15) traffic stops Week 8 — 08/21/2023 to 08/27/2023 • Officers performed an extra patrol on Ocean Ave., Case#23-040198 • Officers located and arrested a burglary suspect, Case#23-040184 • Business checks were done of Riverwalk and Sunshine Plaza, Case# 23-040352 & 23- 040362 • A business check was conducted at One Boynton, Case#23-040574 • A business check was done at 743 NE 1st Ave., Case#23-040594 • Officers arrested an individual on traffic charges, Case#23-040433 • A business walk was done on Industrial Ave., Case#23-040603 • Officers attended the monthly community meeting at Carolyn Sims Center • Officers attended the Community Conversation at Sara Sims • Officers conducted sixteen (16) traffic stops Week 9 — 08/28/2023 to 09/03/2023 • Officers conducted a business check at One Boynton, Case#23-041711 • Officers arrested an individual for being wanted by Broward County, Case#23-042139 • Officers arrested an individual for being wanted, Case#23-041743 • Officers attended a community meeting at the Carolyn Sims Center • Officer attended the Circles Meeting at St. Pauls Church, 315 NE 10t" Ave. 10 27 • Officers performed a business walk at Boynton Beach Marina, Case#23-042143 • Officers conducted a business walk of 400 Industrial Ave., Case#23-042164 • Officers performed a business check of 580 E. Woolbright Rd., Case#23-042216 • Officers conducted an extra patrol of 1600 S. Federal Highway, Case#23-042219 • A Business check was done at 1415 S. Federal Highway, Case#23-042224 • Officers performed fourteen (14) traffic stops Week 10 — 09/04/2023 to 09/10/2023 • Officers conducted a business check at 100 E. Ocean Ave., Case#23-043131 • Officers performed a business walk at Sunshine Square, Case#23-043160 • A business check was done at 100 Martin Luther King Blvd., Case#23-043154 • A business check of Boynton Marina was performed, Case#23-043351 • Officers performed a business walk at Ocean Plaza, Case#23-043355 • Officers conducted an extra patrol at Riverwalk Plaza, Case#23-043384 • Officers did an extra patrol at Ocean Breeze East, Case#23-043584 • Officers performed an extra patrol of Sara Sims Park, Case#23-043790 • A business check of 315 NE 10th Ave. was done, Case#23-043797 • Officers attended the CRA Board Meeting • Officers conducted fifteen (15) traffic stops Week 11— 09/11/23 to 09/17/2023 • Officers conducted an extra patrol at 101 S. Federal Hwy, Case# 23-044587 • Officers performed a business check at 640 E. Ocean Ave, Case# 23-044593 • 23-044596 • Officer performed an extra patrol of 743 NE 1St Ave., Case #23-044594 • Officers did a business check of 225 NW 12t" Ave., Case#23-044607 • Officers performed a business check at 3625 S. Federal Hwy., Case#23-044636 • Officers did an extra patrol at 225 NW 12th Ave., Case#23-044640 • Officers met with Michael Pinkney regarding coordination and collaboration with the Park Rangers • Officers attended a community meeting on Ocean Breeze Circle, Case#23-044799 • Officer obtained a Trespass Agreement for Seabourn Cove, Case#23-044817 • Officers conducted an extra patrol at 234 NW l Otn Ave., Case#23-044992 • Officers conducted checks of the business along Ocean Ave., Case#23-045034 • Officers performed a business check of Walmart, Case#23-045192 • Officers performed an extra patrol of 100 E. Martin Luther King Blvd., Case#23-045229 • Officers conducted seven (7) Traffic Stops 11 Week 12 — 09/18/2023 to 09/24/2023 • Officers conducted an extra patrol at 580 E. Woolbright Rd., Case#23-045992 • Officers performed a business check at 3625 S. Federal Highway, Case#23-046024 • Officers arrested an individual for Indecent Exposure, resisting arrests, and battery on a law enforcement officer, Case#23-046009 • Officers conducted an extra patrol at 100 E. Boynton Beach Blvd., Case#23-046212 • Officer performed an extra patrol at 100 E. Ocean Ave., Case#23 -04623 1 • Officers conducted two extra patrols at 1005 N. Seacrest Blvd., Case#s23- 046204/046236 • Officers conducted an extra patrol at Sunshine Square, Case#23-046270 • Officers arrested an individual at Carolyn Sims Center for possession of cocaine, Case#23-046497 • Officers performed an extra patrol at Palmetto Greens Park, Case#23-046654 • Officers conducted an extra patrol of Boynton Marina, Case#23-046659 • Officers conducted an extra patrol of Sunshine Square, Case#23-23-046674 • Officers performed a business check of Seaborne Cove, Case#23-046683 • Officers conducted an extra patrol of Sara Sims Park, Case#23-046704 • Officers performed a business check of 422 W. Industrial Ave., Case#23-046708 • Officers conducted three (3) traffic stops Week 13 — 09/25/2023 to 09/30/2023 • Officers performed a business checks along E. Ocean Ave. & Federal Highway, Case#23-047446 • Officers conducted an extra patrol of 1005 N. Seacrest Blvd., Case#23-047481 • Officers conducted an extra patrol of Palmetto Greens Park, Case#23-047490 • Officers performed a business check at Dollar General, Case#23-047502 • Officers attended the monthly community meeting at Carolyn Sims • Officers completed an extra patrol at 100 E. Martin Luther King Blvd., Case#23-047725 • Officers conducted a business check of Walmart, Case#23-047740 • Officers performed an extra patrol at One Boynton, Case#23-047746 • Officers performed an extra patrol of Sunshine Square, Case#23-047742 • Officers assisted road patrol with a Baker Act investigation, Case#23-047751 • Officers arrested an individual for having an active warrant, Case#23-047895 • Officers performed an extra patrol of Industrial Ave., Case#23-047951 • Officers held Movie Night for the Kids at Carolyn Sims Center • Officers conducted two (2) traffic stops 12 Community Events & Business Walk Photos: Community Meeting Carolyn Sims Center — July 10, 2023 13 27 14 27 Business Walks E. Ocean Ave. - July 13, 2023 15 27 m 22 July 22, 2023, "I am" Event fill/// '' ��flrlrrr��'N✓'i�i�o��l!�rrllww�V�ll'f//e/l'/�/'Urf/��t/�VIU�/l��ip / � �ll ''r✓d�l/ �l/��rgrrrlr/l(lwykti � �w1�'u(�if�� r�I x iV�lfl!Iiliitl I'r PYd 00� 101 17 RR1 July 15, 2023 - Cook with a Cop — Sara Sims Park QQ 19 QQ July 19, 2023 — Heart of Boynton Meeting Carolyn Sims Center 20 QQ July 29, 2023 — CRA's Night Market 21 22 July 29, 2023 — Community backpack giveaway Carolyn Sims Center 22 QQ July 30, 2023 — Metro PCS Back Pack Giveaway 23 QQ August 10, 2023 — First Day of School Poinciana Elementary School 24 QQ August 15, 2023 — Community Meeting with Congresswomen Lois Frankel at New Disciples Worship Center 25 QQ August 29, 2023 — Circles Meeting Greater Saint Paul's Church saa September 25, 2023 - Coalition of Clergy Community Meeting, Carolyn Sims Center 27 saa September 29, 2023 - Movie Night at Carolyn Sims Center 20 29 Qa 30 Qa 31 Qa CRA Crime Statistics July 1, 2023 to September 30, 2023: 32 szo 33 Qa 34 Qa 35 Qa NONEW �1 �.a Q.1 i1A I..i.f V1 � li.f 6",' �� in j :� ia_7 car fig Ci � fid' aw � „�` ism I� Imll IWi lo 1 ua� � �'ioi.✓��ir�ii�ori�c �I illi i� ; ii amu. ,� oi,mv �rpcmad 9 19411,3N m Am .. .. "anp 1�9a}smpu4 N H a4 7 92 FOURTH AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE NEIGHBORHOOD OFFICER POLICING PROGRAM This FOURTH AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE NEIGHBORHOOD OFFICER POLICING PROGRAM (Fourth Amendment) is entered into by and between the City of Boynton Beach (City) and the Boynton Beach Community Redevelopment Agency (CRA) (collectively referred to as the Parties). WHEREAS, the CRA and the City entered into the INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE NEIGHBORHOOD OFFICER POLICING PROGRAM ("Agreement") on October 26,2016; and WHEREAS, the CRA and the City amended the Agreement pursuant to the FIRST AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE NEIGHBORHOOD OFFICER POLICING PROGRAM (First Amendment) on November 21, 2017; WHEREAS, the CRA and the City amended the Agreement pursuant to the SECOND AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE NEIGHBORHOOD OFFICER POLICING PROGRAM (Second Amendment) on September 30,2018; WHEREAS, the CRA and the City amended the Agreement pursuant to the THIRD AMENDMENT TO THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE FUNDING OF THE NEIGHBORHOOD OFFICER POLICING PROGRAM (Third Amendment) on December 9, 2019; WHEREAS, the THIRD AMENDMENT provided the Agreement: shall automatically renew every year effective October 1 at the discretion of the CRA Board, so long as the annual CRA budget for the applicable fiscal year contains a budget line item specifically for the Neighborhood Officer Policing Program that designates a dollar amount greater than $0.00. The amount provided for in the CRA budget shall be the maximum amount of financial obligation of the CRA for the applicable fiscal year. If the annual CRA budget for any year does not 909 contain a line item specifically for the Neighborhood Officer Policing Program, or the line item for the Neighborhood Officer Policing Program designates $0.00 or equivalent, the Agreement shall be deemed terminated as of 11:59 pm on September 30 following the adoption of the budget. The renewal shall be under the same terms, conditions, and procedures provided for the in the Agreement. and WHEREAS, the Parties wish to make certain changes to the Agreement, as amended; NOW THEREFORE, in consideration of the promises contained herein and in the Agreement, as amended, the sufficiency of which both Parties hereby acknowledge: 1) Incorporation. The recitals and other information above are hereby incorporated herein as if fully set forth. 2) Effective Date. This Fourth Amendment shall be deemed to be effective on the last date that this Amendment is executed by the Parties. 3) Agreement. Unless specifically stated otherwise, the term Agreement means the Agreement as it may have been or may be amended from time to time. 4) Amendment. Nothing in this Fourth Amendment shall be construed so as to prevent the parties from extending or otherwise amending the Agreement, or this Fourth Amendment. 5) Modification of Exhibit A. Exhibit A to the Agreement, shall be deleted in its entirety and substituted with Exhibit A to this Fourth Amendment for Fiscal Year 2022-2023. Exhibit A may be amended anytime through written amendment signed by the City Manager and the CRA Executive Director. 6) General. Except as expressly set forth in this Fourth Amendment, the Agreement is unmodified and remains in full force and effect, and is hereby ratified and confirmed by the CRA and the City. This Fourth Amendment may be executed in any number of counterparts, any one and all of which shall constitute the agreement of the Parties and each of which shall be deemed an original. To the extent of any conflict between the Agreement and/or the First Amendment, Second Amendment, Third Amendment, and this Fourth Amendment, this Fourth Amendment shall control. [Signatures on following page.] 910 IN WITNESS WHEREOF, the CITY and CRA hereto have executed this Fourth Amendment as of the date set forth below. ATTEST: CITY OF BOYNTON BEACH, a Florida municipal corporation BY �""Ma lee D � . �'.... °" �.,* � ....:.., � � an .u� er .......�� .... - y e Je Is, City Clerk � Daniel ��i; �ti�� Approved as to F°� i � Date. ' "ell EAL) ._.... �� i iVi" i' Office of the City Attorney om BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: ....w�....... .. ' Thuy Shutt, Pxecutive Director Date: 911 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY NEIGHBORHOOD OFFICER POLICING PROGRAM June 2, 2023 912 Community Oriented Policin a Defined Community policing definitions typically focus on three components that characterize many programs: some level of community involvement and consultation; decentralization, often increasing discretion to line -level officers; and problem solving. Because community policing is focused on close collaboration with the community and addressing community problems, it has often been seen as an effective way to increase citizen satisfaction and enhance the legitimacy of the police and the evidence is supportive in this regard. A major goal of this proposed neighborhood officer program is to cultivate high levels of mutual trust, understanding and respect between police and the residents of the neighborhoods they patrol and to ensure there is a visible presence of police in the community. In order to achieve this, it is necessary that these Community Partners develop relationships which transcend the confines of ordinary community policing activities and instead focuses upon building sustainable problem solving partnerships. Additionally, the building of problem solving partnerships and substantive relationships with invested members of the community will lead to a greater understanding of some of the challenges members of the public face and help the police department garner unique insights which might aid in addressing these challenges. This program helps effectively integrate police personnel into the fabric of our community. Reducing crime and disorder and improving the quality of life within historically blighted neighborhoods requires the development of these types of productive and meaningful relationships between citizens and representatives of their local government. As the most visible and accessible municipal agency, police personnel are uniquely postured to serve as a catalyst to an array of city services, community resources and organizations which can aid those in need as they work to better their circumstances and work in concert with other Community Partners to confront the challenges they identify within the community. The Bovnton Beach Police Department shall im dement the followin . activities in order to achieve the goals of the Neighborhood Officer Policing Program • The Boynton Beach CRA and the City will provide a visible base of operations for this Program located at 119 E. Martin Luther King Jr. Blvd. Unit #8, which will act as a neighborhood storefront police station. • Police personnel assigned to this Program will be assigned within the CRA area. • Assist with public education and crime prevention within the CRA area. • Identify neighborhood specific problems and help with the coordination of other City services to resolve the issues. • Implement the use of an automatic license plate reader (ALPR)as an intelligence gathering platforms. • On a quarterly basis, the Police Department shall provide the CRA with crime statistics for the CRA area along with data gathered by the ALPR and a GIS map identifying where crimes are occurring in the area. 913 • Police personnel assigned to this unit shall patrol: (a) On foot, (b) on bicycle, or (c) on Segway vehicles, (d) on golf carts, or (e) other department issued vehicles. • Police personnel assigned to this function shall work a minimum of 40 hours a week. Twenty of these hours should be spent being visible in the community, building relationships, collecting information and providing resources and information to residents and business owners who seek to promote positive change within their neighborhood. Specific emphasis should be given to those actions which will contribute to the attainment of the goals established with Community Partners such as but not limited to attend regularly scheduled Community Partners' meetings and establish attainable goals with measurable outcomes with Community Partners. • The schedule for these Police personnel shall not be set, established or publicly posted. Their presence should be anticipated at anytime by those who may be disrupted by their integration into the CRA area. • Police personnel assigned to this function will be furnished with either cell phones or, at minimum, voicemail accounts, which will be used to correspond with police personnel directly. CRA staff shall be provided with a list of these phone numbers and protocol for telephone contact or dissemination of information by the CRA to the Officers assigned to the Program. • CRA staff shall be informed of the Neighborhood Officers hours on a regular basis. • The CRA shall be provided with an organizational chart of the Officers assigned to the Program listing rank, badge numbers and years of service. • The CRA shall be provided a quarterly written report outlining the following: o Hours worked by the Program Officer o Name, rank and badge number of Program officers who have worked the Program during the reporting period. o Activities undertaken to achieve the goals of the Program o Crime statistics for the reporting period. • The Police Department shall provide an annual written report summarizing the goals achieved along with a crime statistics report and associated map. Included in the report shall be recommendations for Program changes for the next fiscal year. • Funding for the Neighbor Officer Policing Program shall be at the discretion of the CRA Board and appropriated annually. • While the CRA will provide funding to support this program, operational and supervisory control remains with the Police Department. 914 NOTE: All amounts provided by Police Department with exception of Contingency and ILA amount for FY 2022-2023 Revised by CRA to include promotional/marketing materials and additional equipment. 915 FY 2023 Category QTY Unit Cost BURCET � �� Note$ Personnel Officer Salary & Incentive(Paramore) 1 107,945 107,945 Salary, Education Incentive Officer Benefits -Pension 1 45,081 45,081 Pension Officer Benefits 1 18,200 18,200 Healthcare, Dental, Vision, FICA Officer Salary & Incentive(] Rivera) 1 88,780 88,780 Salary, Education Incentive Officer Benefits -Pension 1 37,076 37,076 Pension Officer Benefits 1 16,721 16,721 Healthcare, Dental, Vision, FICA Officer Salary & Incentive 1 62,659 62,659 Salary, Education Incentive (AVG) Officer Benefits -Pension 1 18,840 18,840 Pension (AVG) Officer Benefits 1 15,090 15,090 Healthcare, Dental, Vision, FICA (AVG) Police Service Aide (Civilian) Salary & Incentive 1 36,513 36,513 Salary, Education Incentive (AVG) Police Service Aide (Civilian) Benefits -Pension 1 10,978 10,978 Pension (AVG) Police Service Aide (Civilian) Benefits 1 12,883 12,883 Healthcare, Dental, Vision, FICA (AVG) Total Personnel Costs $ 470,766 r Uniform 4 500 $ 2,000 uniforms,belts Community Events/Promotions 1 4,000 4,000 Youth Programs Misc. Equipment - As needed 1 2,500 2,500 Segway (Maintenance) 3 333 1,000 Preventative maintenance Total Equipment Costs 1 is 9,500 60 rr a°n , ;e;ro Cell Phones Service Plan 4 675 2,700 $56.25/mo for staff Office Supplies / Misc Supplies 1 2,000 2,000 Office Supplies (incl printer/ copier) Office Electric, Cable/ Internet, water/sewage 12 515 6,180 Monthly operating costs Office Space Monthly Maintenance 12 0 - Monthly Maint. Ocean Palm Plaza Office Cleaning 1 1,500 1,500 City Cleaning Crew (Gail) Computer equipment 4 250 1,000 Misc, Cameras Training 4 1,000 4,000 CPTED, STEP academy Total Office Expenses $ 17,380 �i r' ; l NOTE: All amounts provided by Police Department with exception of Contingency and ILA amount for FY 2022-2023 Revised by CRA to include promotional/marketing materials and additional equipment. 915 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 CRA PROJECTS IN PROGRESS AGENDA ITEM 16.E SUBJECT: CRA Economic & Business Development Grant Program Update SUMMARY: The CRA's reimbursable Economic Development Grants provide 50% of the project costs in matching funding for rent and commercial property improvements. The grant programs continue to further the CRA's mission to activate vacant commercial space, assist businesses, create jobs and develop a vibrant downtown. Grant guidelines and applications can be downloaded from the CRA website www.boyntonbeachcra.com. Below is a status report of the CRA's Economic Development Grant Programs and Business Development activities for FY 2023-2024: FY 2023-2024 Budget $600,000 Grants Awarded Since October 10, ($137,000) 2023 Remaining Fund Balance as of $463,000 11/6/23: List of CRA Board approved Economic Development Program Grantees since October 10, 2023: FY2023-2024 CRA Economic Development Grant Recipients Total Business Business Business Funds Funds Name Address Type Grant Approved Disbursed Year -to - Date 916 Squeeze and 1600 N. Business Type Trinity Health Care Center Complete Home Care Registry Drip Boynton Federal Bakery and Rent Engineering Office Beach LLC Highway, Coffee Reimbursement $24,000 $0 d/b/a The Seed Unit 14-15 Shop 1550 N. Trilogy Fitness Federal Fitness Rent $21,000 $0 & MMA LLC Highway, Center Reimbursement Unit 4-10 Nate & Maddie 1729S. Rent LLC d/b/a ROK Federal Restaurant Reimbursement $74,000 $0 Prime Korean Highway Property BBQ I I I Improvement Pending November 13, 2023 1200S. Stoic Financial Federal Professional Rent $18,000 $0 LLC Highway, Office Reimbursement Suite 201 New Business Tax Receipts issued in October 2023 within the CRA boundaries: Business Name Business Address Business Type Trinity Health Care Center Complete Home Care Registry 1114 N Federal Hwy 1200 S. Federal Highway Home Health Care Services Nursing Registry Condo MEP Solutions 488 N. Federal Highway Engineering Office FISCAL IMPACT: FY 2023-2024 Budget, Project Fund, Line Item 02-58400-444, $600,000 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action needed at this time unless otherwise determined by the Board. 917 10YN10N Levo %BEACH ��e�� uououuu �RA OII,�00�U'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 CRA PROJECTS IN PROGRESS AGENDA ITEM 16.F SUBJECT: MLK Jr. Boulevard Corridor Mixed Use Project (d/b/a Heart of Boynton Village Apartments) Update - October 2023 - 11' II[ II[ JI['_" : 10/10/2023 SUMMARY: The MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi -Family Rental Apartment Project will provide 124 affordable multi -family rental units, as well as, 8,250 square feet of leasable commercial space (Attachments 1 -III). Since the last CRA Board meeting, the following progress has been made (see Attachment IV): East Building Centennial Management Corp. (CMC) is working on installing the metal roof and painting the exterior. Drywall, molding, hot water heater, tile, lighting, windows, doors, balcony railings and cabinets have been installed on the rental units. The electrical, plumbing, elevator, mechanical and fire sprinklers are also being installed in the building. North Building CMC has painted the interior hallway and doors and are currently working on site grading. Drywall, dishwashers, fixtures, molding, hot water heater, tile, windows, doors, balcony railings and cabinets have been installed on the rental units. The electrical, plumbing, elevator, mechanical and fire sprinklers are also being installed in the building. West Building CMC is working on the metal roofs and painting the exterior of the building. Drywall, molding, hot water heater, tile, lighting, windows, doors, balcony railings and cabinets have been installed on the rental units. The electrical, plumbing, elevator, mechanical and fire sprinklers are also being installed in the building. The CRA staff is continuing to coordinate with CMC on leasing the commercial spaces. The construction timeline estimates the Project will be completed in the Winter of 2023. Until completion, monthly project construction updates will be provided to the CRA Board. FISCAL IMPACT: Fiscal Year 2021-2022 Budget; Project Fund Line Item 02-58200-406 - Local Government Match Contribution $625,750 and Commercial/Retail Component $2,025,815 (commercial component); TIRFA $1,630,280 and $433,008.45 Second Development Agreement for the 918 Residential Component. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: No action is required at this time unless otherwise determined by the CRA Board. 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Irl W w41 zo ♦ r Hw LL r e o ♦ 5 11 1, SI -- .t I `•I d�i F I \ dl is t ii '�� ! n r 1 I y J �� RR777 - y Ii-_ �♦ �. 9 / 111110,10 d - w r I w w 4 Y_ 0 w rn 10YN10N Levo %BEACH ��e�� uououuu �RA OII��UV�V'�h�1�' "!1 I COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING OF: November 13, 2023 CRA PROJECTS IN PROGRESS AGENDA ITEM 16.G SUBJECT: MLK Jr. Boulevard Corridor Mixed Use Project (d/b/a Heart of Boynton Village Apartments) Update - November 2023 SUMMARY: The MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi -Family Rental Apartment Project will provide 124 affordable multi -family rental units, as well as, 8,250 square feet of leasable commercial space (Attachments 1 -III). Since the last CRA Board meeting, the following progress has been made (see Attachment IV): East Building Centennial Management Corp. (CMC) has completed the metal roof and painting the exterior. Drywall, molding, hot water heater, tile, lighting, windows, doors, balcony railings and cabinets have been installed on the rental units. The acoustical ceiling panels, electrical, plumbing, elevator, mechanical and fire sprinklers are also being installed in the building. North Building CMC has painted the interior hallway and doors and are currently working on hardscaping. Drywall, dishwashers, electrical fixtures, plumbing fixtures, molding, hot water heater, tile, windows, doors, balcony railings and cabinets have been installed on the rental units. The electrical, plumbing, elevator, mechanical and fire sprinklers are also being installed in the building. West Building CMC is working on the metal roofs and painting the exterior of the building. Drywall, molding, hot water heater, tile, lighting, windows, doors, balcony railings and cabinets have been installed on the rental units. The acoustical ceiling panels, electrical, plumbing, elevator, mechanical and fire sprinklers are also being installed in the building. The CRA staff is continuing to coordinate with CMC on leasing the commercial spaces. The construction timeline estimates the Project will be completed in the Winter of 2023. Until completion, monthly project construction updates will be provided to the CRA Board. FISCAL IMPACT: Fiscal Year 2021-2022 Budget; Project Fund Line Item 02-58200-406 - Local Government Match Contribution $625,750 and Commercial/Retail Component $2,025,815 (commercial 960 component); TIRFA $1,630,280 and $433,008.45 Second Development Agreement for the Residential Component. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: No action is required at this time unless otherwise determined by the CRA Board. ATTACHMENTS: Description • Attachment I - MLK Jr Blvd Project Site Plan - North • Attachment II - MLK Jr Blvd Project Site Plan - South • Attachment III - MLK Jr. Blvd. Mixed Use Development Project Renderings • Attachment IV - Construction Progress Photos 961 ee 3e �aa�a 9 nM � e �.9u D2u.Illd uv a ip d!�,o�M3H �d��ilw�O ❑ U 1 a f fc - — — — ------------------------------------- pfw ......... .... Q 1 r�� } z°PR W�w u_k m w r ry Y z y LL rc a o w a i a m p W a � o a c L FO-, a a _ 9 z � rf a o� o w_ ow m ME- o'Li w 9I` Ir m o r m a o� o n lj e� a� a w , d w vv t ,o ❑ e � I � QaN a ° <o m � W Z �z o 9A'D2AIjHbwv Ull!U213M3114 0-11IVO 1-Z CN 0 MA "Jo Wf LLJ --ILI . ...........� I I I I P of o a a Olm Fl �F] El IE F5 Ffl ]z 0 z 0 f - 0 n ME= z 0, - EU < > -FR R LU P: LU LU LU LU ------------- -- M3 H 0-1 IVO - --------- Z > < 0 Z 0 V) ------------ LU F- 0 o z LU 111PIN W, IMP7111 FOR' Al I Blab JOIN u0n, 11 0 MON 11/1 ulffimll , fIZ17 EIF 0 EIRETIP El ---- ------- .......... 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