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Agenda 11-20-03COMMUNITY REDEVELOPMENT AGENCY Thursday November 20, 2003 Commission Chambers Boynton Beach 6:30 P.M. Call to order. II. Roll Call. 1'11. Agenda ApProval. A. Additions, Deletions, Corrections to the Agenda. IV. B. Adoption of Agenda. Consent Agenda 3 A. Approval of Minutes October 14th Special 'Meeting October Meeting & October 30 B. Financial Report. 14th Regular C. Recommendation for Signer on the Public Depositor Annual Report to'the Chief Financial Officer 2~ ~-4, V. Public Audience. VI. Public Hearing 3~b,q New Business Zoning Code Variance PROJECT: AGENT: Buchanan Variance (ZNCV 03-019) James E. Buchanan OWNER: James E. Buchanan Any person who decides to appeal any decision of the Community Redevelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. 3874 The CRA shall furn/sh appropriate auxiliary aids and services where necessary to afford an individual with a disability an equal opportunity to participi~te in and enjoy the benefits ora service, program, or activity conducted by the CRA. Please contact Douglas Hutchi~.qon at 561-737-3256 at least twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. LOCATION: 807 Ocean Inlet Drive DESCRIPTION: Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 5.C.2.a, requiring a twenty-five (25) foot rear yard setback to allow a seven (7) foot variance, resulting in an 18 foot rear yard setback within the R-l-AA single family-zoning district. B. Abandonment 1. PROJECT: Mangrove Walk Alley (ABAN 01-004) ..O)°['1 c~ AGENT/OWNER: City Initiated LOCATION: 600 & 700 block of NE 8th Avenue and NE 9th Avenue DESCRIPTION: Request for abandonment of a 15-foot wide alley within the Lake Addition' to Boynton subdivision. VII. Director's Report: A. Updates VIII, Old Business: ~bO q .... IX. New Business z~Oo~ A. Consideration of the Marina Parking agreement. B. Consideration of CRA Participation in a Temporary Month to Month Parking Lot Rental with BODA. Agreement Cost for the Budget year is $1,800. ~O ~'~ Any person who decides to appeal any decision of the .Community Redevelopment Board with respect to any matter considered at this meeting will'need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, wkich record includes the testimony and evidence upon which the appeal is to be based. 3875 The CRA shall furnish appropriate auxiliary aids and services where necessary to afford an individual with a disability an equal oppommity, to participate in and enjoy the benefits of a service, program, or activity conducted by the CRA. Please Contact Douglas HutcM*~.~on at 561-737-3256 at least'twenty-four hours' prior to the program or activity in order for the CRA to reasonably accommodate your request. Xm XI. XI. Xlll. XIV. C. Consideration of The Urban Group Task Orders and Authorization for Contract Deposits for the MLK Area Acquisitions. ufo ?,5 D. Consideration of Establishing an Agenda Material Submittal policy for CRA Agenda Items. E. Adoption of Resolution No. 03-02 for 457 Deferred Compensation Plan. ~Oq'-/ F. Approval of Plan Administrator for 457 Deferred Compensation Plan. G. Consideration of Approval of the CSC Financial Advisory Committee Recommendation for Financial Advisory Services q 1:50 H. Consideration of Funding for the Multi Cultural Winter Carnival and Heritage festival I. City cooperative Purchasing Amendment. utC0,-/ Commission Action ~..3_0 ~ A. Passage of Texaco request for Carwash with Approval of Variances Requested by the Project (CRA Denied the Rear Variance and the Sign Variance.) Board Member Comments ~:)~ Legal ~ 2..oq A. Status of the $9,000 Invoice Investigation. Otherltems L/~_o~ Future Agenda Items A. Consideration of Contract for the independent Feasibility Study for the Savage Creatures of Ancient Seas Proposal ( December).' B. Consideration of Traffic Concurrency Exemption Area Study (December). Any person who decides to appeal any decision of the Cornrmlnity Redevelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes thc testimony and evidence UPon which the appeal is to be based. 3876 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 ora service, program, or activity conducted by the CRA. PleaSe contact Douglas Hutchln.qon at 561-737-3256 at least twenty-four hours prior to the Program or activity in order for the CRA to reasonably accommodate your request. C. Ocean District Plan (December). D. Consideration of Burkhart Construction Contract Amendment for 100% Construction (December). E. Architectural Model of the CBD to Seacrest Area (January). F. Boynton Beach Boulevard Design Build Authorization to go to 100% Drawings (December) G. Consideration of Pilot Program for Trolley Service in the CBD (January). H. Consideration of Special Pilot Program for Police Patrol in Heart of Boynton and the CBD (January). i. Way finding Signage Workshop (January). J. CRA Audit Report (January). K. Consideration of Securing CBD Surface Parking Rights (March). XV. Adjournment. Any person who decides to appeal any decision of the Cornrm. mity Redevelopment Board with respect to any matter considered at this meeting will need a record of thc proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based, 3877 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 Douglas Hutchi~.qon at 561-737-3256 at least twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. IV. Consent Agenda Any person who decides to appeal any decision of the Community Redevelopment Board with 'respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. 3878 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 Douglas Hutchinson at 561-737-3256 at least twenty-four hours prior to the prdgram or :aclivity in order for the CPA to reasonably accommodate your request. MINUTES OF THE COMMUNITY REDEVELOPMENT AGENCY SPECIAL MEEETING HELD IN COMMISSION CHAMBERS, CITY HALL, BOYNTON BEACH, FLORIDA, ON TUESDAY, OCTOBER 14, 2003 AT 5:00 P.M Present Larry Finkelstein, Chairman Jeanne Heavilin, Vice Chair Alexander DeMarco D°n Fenton Chariie Fisher Michelle Hoyland Henderson Tillman Douglas Hutchinson, CRA Director Lindsey Payne, Board Attorney Susan Vielhauer, Controller I. Call to Order Chairman Finkelstein. called the meeting to order at 5:00 p.m. He announced that this meeting would .be devoted entirely to 'the two finalists' presentations for the Savage Creatures of Ancient Seas Feasibility Study as recommended by the selection committee. Mr. Hutchinson explained that the two finalists would eaCh be making a 30-minute presentation, after which the Board could ask questions. The first presentation will be made by Lord Cultural Resources Planning and Management and the second by the Baker Leisure Group. The order of presentation does not reflect any type of' preferenCe. II. Roll Call The Recording Secretary called the roll and declared that all members were present. II1. Public Audience None IV. New Business A. Presentation of qualification from the two.finalists selected through the. RFQ process for the Savage Creatures of Ancient Seas Feasibility Study The following made up the team of the Lord Cultural Resources Group: > Ted Silberberg of Lord Cultural Resources, who is responsible for market and financial planning ~' Larry Riser of McBride.Design · ~' Sergio Bacchus and Tom Westberg of Arguitectonica 3879 ' Meeting Minutes Community Redevelopment Agency Special Meeting Boynton Beach, Florida October 14, 2003 RuSsell Barnes of Kimley Horne Tilden Lobnitz Cooper (TLC) Hall Train Studios Mr. Silberberg stated that they were a multi-disciplinary team and cover all the areas that the study requires. Copies of the PowerPoint presentation were distributed to the Board. The salient points of the presentation were as follows: 1. The project should be entertainment orientated and be able to generate substantial earned income. 2.' The project needs to attract foundation, corporate, individual and government support. 3. The project should be a museum-related attraction. If the project were just a theme park, it would not be able to receive grants. 4. The Lord Group is a creative and realistic team. 5. They will look for ways to maximize the feasibility of the project. 6. They would do a study to determine how the project could meet wider community needs, such as downtown and waterfront revitalization and economic and tourism development. 7. The team is a multi-disciplinary team that will be covering concept and design; facilities planning; and market and feasibility. 8. Mr. Silberberg would be the principal in charge working with all the other members of the team. Mr. Silberberg.next reviewed the background and qualification of his company. 1. The Lord Group was founded in 1981. It is the largest museum planning firm in the world, headquartered in Toronto with offices in Washington D.C. and San Francisco and elsewhere throughout the world. 2. They have performed all types of feasibility studies, which were outlined in their brochUre. 3. They have experience performing multi-disciplinary master plan work, including a project they are currently working on in South Florida for Vizcaya. 4. The Lord Group specializes in museums and has worked with science and children's museums. Mr. Larry Riser, representing the McBride Design Company, presented the qualifications of their firm, which is located in Miami. Their firm specializes in concept design and planning. Mr. Riser gave a brief overview of the work that they have performed. Their role with the team would be the entertainment portion of the project. McBride Design Company were the designers for: All the patron amenities and the pre-show theater at Biosphere 2 near Tucson, Arizona 3880 2 Meeting Minutes Community Redevelopment Agency Special Meeting Boynton Beach, Florida October 14, 2003 · Asian River Life at the Miami Metro Zoo · A project for the Discovery Channel that was filmed at the Atlantis Hotel and Casino in the Bahamas. The project is geared for children 6 to 12 years and teaches them about the environment of the Caribbean. · A project in conjunction with the Smithsonian for the Miami Museum of Science. Hall Train Studio that has a very good reputation in the theme park business will be working with them. Their specialty is creating animatronic dinosaurs. Sergio Bacchus, Senior Vice President of Arguitectonica, would be the architect for the project. They are located in South Florida and specialize in architectural planning and interior design. They have participated in many feasibility and planning studies including the following: · The Miami Children's Museum; · Discovery Science Center located o.n the west coast of the U.S.; · Walt Disney World; and · The Cruise Terminal at Port Canaveral. They would also be working with Tilden Lobnitz Cooper, which is one of the largest engineering firms in Florida. They will be doing the structural, mechanical, electrical and plumbing engineering work for the project. Kimley-Horne. will be doing the civil engineering and environmental work. Russell Barnes of Kimley-Horne and Associates is currently wOrking with the CRA on the Boynton Beach Promenade Extension Project. Their job would be to make sure that the ideas being produced can be constructed. They are a full service firm that deals with environmental, transportation, stormwater, and sewer projects. It is important to keep continuity between the Boynton Beach Promenade Project and the Museum. Mr. Barnes also explained all the other areas that they would be dealing with on the project. ,Question and Answer Session Mr. Fisher noted that at this point the CRA is hiring a firm to do a feasibility Study; they are not looking for a final design. Mr. FiSher inquired that when the feasibility study is completed would the CRA be informed of the cost of the project. Mr. Silberberg responded that it was important that the CRA receive credible projections on the capital and operating side. They would projeCt attendance, revenue and expenses and the sources of income, which is the purpose of assembling a team to determine these factors. ' Mr. Fisher also inquired if they would be able to project where the funds for the Museum would come from. Mr.. Silberberg stated that they could project the total dollar amount necessary for the projeot, but the' funding Would have to come from a variety of sources, 3881 Meeting Minutes Community Redevelopment Agency Special Meeting Boynton Beach, Florida October 14, 2003 which they could help identify. They cannot say who will give what. Mr. Silberberg stated that it was important to maximize the earned income to support the Museum. Mr. Fisher also asked if the number of jobs could be projected. Mr, Silberberg said that this would be included in their study. Chairman Finkelstein also requested that if the feasibility study indicates that the Museum would not work that they would be told this. Chairman Finkelstein would like all the results of the study brought back to them so that all aspects of the project could be looked at. Mr. Silberberg stated that they were a credible firm and would come back with an honest and realistic study. Mr. Fenton asked how the Lord Group chose the firms that they did to work on the study. Mr. Silberberg stated that they work all over the world and they felt that it was important that there be a balance among the team of international and local firms. They selected firms that they felt would be most appropriate for the project. Mr. DeMarco asked if they ever performed work for other CRA organizations. He would like to see other studies that they performed so that problems that came up previously could be avoided. Mr. DeMarco also inquired if Lord group would help the CRA with marketing and advertising. Mr. Silberberg pointed out that they were doing a feasibility study and it would not be credible to begin preparing marketing at this time. His firm would actually not perform this type of work that could be handled by a local company. It is important that a feasibility study'be done with independence and objectivity. Mr. Fisher inquired if the cost of the marketing would be included in the study, and Mr. Silberberg responded that it would. The architect responded that they could assist by making presentations to the community. Mr. Silberberg pointed out that McBride would normally be involved in the next phases of the project and could do the marketing. Mr. Henderson inquired how long the study would take. Mr. Silberberg responded that it could take between four and six months. Nlr. Hutchinson would like assurances that the project does not get out of control and become bigger than anticipated and requested that the size and scale of Boynton Beach not get lost when performing the study. N1r. Fisher asked when was the last time the Lord Group said that a project was not feasible. Mr. Silberberg stated that in 23 years he has never said that a project is or is not feasible. This is not their job. They present the numbers realistically and it would then be up to the CRA if they want to proceed. Chairman Finkelstein thanked The Lord Group for theirpresentation. 3882 4 Meeting Minutes Community Redevelopment Agency Special Meeting Boynton Beach, Florida October 14, 2003 Chairman Finkelstein welcomed Commissioner McCray to the meeting. The next presenter was the Baker Leisure Group Mr. Steven Baker,' representing the Baker Leisure Group, stated that they are prepared to take the project from the beginning to its future success. He noted that they would be presenting a PowerPoint presentation. The Members of the Baker Group team are as follows: > The Baker Leisure 'Group located in Orlando is comprised of 8 partners and specializes in feasibility studies, market assessments and business analysis. The JBP Entertainment Group would create the concept development and focuses on entertainment, storytelling, and artistic design. The Currie Partnership would be the architects. The Currie Partnership is committed to elevating the standards of design, while creating places for people to live, work and play. EDSA would do the landscape design and is a leading international planning and architectural firm. Their expertise is als0 in tourism and entertainment related projects, such as theme parks, urban entertainment centers, museums, zoos and much more. Applied Technology Management (ATM) is in the waterfront development business. They are a full service, turnkey environmental consulting company. Wonder Works Exhibits Company is a leader in providing the museum and zoo communities with exhibits and special programming. Their focus is teaching' through interaction, exploratiOn and discovery. ~ The Conway Company determines the needs of non-profit organizations for the application of analytical techniques and would then recommend customized solutions. Recent projects include funding for the Texas State Aquarium, Cincinnati Zoo and BotaniCal Garden, and the Indiana State Museum. Cumming McGillvary is a leading cost-estimating and project management resource and will compare warranted investment levels in relation to the feasibility study and market assessment. They will also determine the best use of funds based upon the project's budget. ,Questions and. Answem Mr. Fisher inquired who would be doing the financials and Mr. Baker responded that the Baker Group would. Mr. Fisher asked about the Conway Company and was informed that the Conway Company secures funding for not,for-profit OrganizatiOns, Mr. Fisher asked if after doing a feasibility study, The Baker Group has gone back to an organization and informed them it was not feasible. 3883 5 Meeting Minutes Community Redevelopment.Agency Special Meeting Boynton Beach, Florida October 14, 2003 Mr. Baker responded that they have said a project was not feasible. Their business is to validate projects. It is in their best interests to make certain that a project is financially doable. Mr. Baker further responded that there are any many projects that do not come to fruition. Mr. Fenton inquired what their role was in revitalizing Fremont Street in Las Vegas. Mr. Baker responded that they helped develop sponsorship for the 11 hotels that paid for the $65 million light show. Chairman Finkelstein asked how the Baker Group would approach the initial feasibility study. Mr. Baker stated that first they would try to validate the numbers furnished to them and asked his associate to elaborate on this, who explained the process they use to determine if the project is feasible. They look at certain rules based upon their research and knowledge of how these things work. After that, the financial analysis is done, and they would be able to determine estimated attendance. Mr. Tillman asked how long the feasibility study would take. Mr. Baker stated that it would take eight weeks, since they work together as a team. Mr: DeMarco inquired if they have worked with a City and County the size of Boynton Beach and Palm Beach County and created a successful project. Mr. Baker pointed out that for the project's success, you could not depend upon the population of Boynton Beach. The project must be credible enough to draw people from surrounding areas. Mr. DeMarco also questioned if the population in this area could solely fund the project Mr. Baker responded that if you have a budget, you raise money to cover that budget anyway possible. Secondly, if the project were operated correctly within the guidelines, it should not be a drain on the community, but should benefit the community.. Mr. Aguila r;esponded that their team would (1) analyze what staff has come up with to determine whether the project was feasible, (2) could it be fixed to work, or (3) would not work at all. Mr. Tillman inquired if The Baker Group would review Mr. Hutchinson's numbers or would they perform their own study. Jose Aguila, of the Currie Partnership, responded that they would do a study that would parallel what Mr. Hutchinson has done, using the knowledge that the team has garnered by doing these types of studies throughout the world. He pointed out that they do their 3884 6 Meeting Minutes Community Redevelopment Agency Special Meeting Boynton Beach, Florida October 14, 2003 own studies and perform certain analysis. After that they would prepare a report to be presented to the Board to determine the next step. Chairman Finkelstein thanked The Baker Group for their presentation. Chairman FinkelStein announced that the meeting would adjourn, and the Regular Meeting would start at 6:30 p.m. At the Regular Meeting the Board will select who would 'be doing the feasibility study, and it is being recommended that selection of the feasibility team will be moved up on the agenda. V. Other Items None VI. Adjournment There being no further, business, the meeting propedy adjourned at 6:10 p.m. Respectfully submitted, Barbara M. Madden Recording Secretary (October 20, 2003) 3885 7 MINUTES OF THE COMMUNITY REDEVELOPMENT AGENCY REGULAR MEETING HELD IN COMMISSION CHAMBERS, CiTY HALL, BOYNTON BEACH, FLORIDA ON TUESDAY, OCTOBER 14, 2003 AT 6:30 P.M. Present Larry Finke/stein, Chairman Jeanne Heavilin, Vice Chair Alexander DeMarco Don Fenton Char/ie Fisher Michele Hoyland Henderson Tillman Douglas Hutchinson, CRA Director Lindsey Payne, Board Attorney Susan Vielhauer, Controller Annette Gray, Administrative Assistant I. Call to Order Chairman Finkelstein called the meeting to order at 6:32 p.m. II. Roll Call The Recording Secretary Called the roll and declared that all members were present. Ii1. Agenda Approval A. Additions, Deletions, Corrections to the Agenda Chairman Finkelstein asked the Board if they des/red to move up item A. under New · Business, "Selection of Feasibility Study Team. for' Savage Creatures of Ancient Seas Attraction" to be heard after Public Audience. Mr. Fenton requested to move up Item B. under Old Business, "Discussion of Douglas C. Hutchinson's Employment Contract." Mr. Fenton said that he had asked that this item be placed on the agenda for reconsideration and must leave early since he just came out of the hospital. He would like to discuss this and the Feasibility Study so that he could leave. Chairman Finkelstein suggested that this be heard after the Selection of the Feasibility Study Team item. Mr. Fenton moved that Item B. under Cid Business and Item. A. under New Business be moved to be heard after Public Audience. Motion seconded by Mr. DeMarco and was carried by a majority vote. 3885 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida October :[4, 2003 Mr. Hutchinson inquired if the Board wished to identify items that they wished to address at a continuation of tonight's meeting in the event people who were in the audience to hear those items could leave. Chairman Finkelstein stated that there was discussion to move the following items to the continued meeting: Old Business, Item A, "the Jonathan Ricketts, Inc. Contract." New Business, Item C, "Consideration of the Business Genesis Program." New Business, Item D, "Consideration of Acquisition Underwriting or Heart of BoYnton Properties." New Business, Item E, "Consideration of Request for Appraisal on Phase 1 Redevelopment Properties in the.Heart of Boynton Area." New Business, Item G, "Consideration of a proposed amendment to the existing contract with Kimley-Horne., Mr. Hutchinson stated that October 30, 2003 is the proposed date for the continuation meeting. Motion Vice Chair Heavilin moved to remove Item VIII.A, and Items IX. C.D.E. and G. to the continuation meeting of October 30. Motion seconded by Ms. Hoyland and unanimouSly carried. B. Adoption of Agenda The agenda was accepted, as amended. IV. Consent Agenda Approval of Minutes: September 9, 2003 Meeting and September 24., 2003 Workshop Ms. Hoyland had a question under the paragraph entitled "Consideration of Employment Contract for CRA Executive Director" on page 3492 of the minutes. She recalled asking a question about subsequent year pay increases and noted that this was not included in the minutes. Ms. Hoyland asked if the minutes were prepared verbatim or by discussion. Chairman Finkelstein noted that the minutes are not verbatim minutes, but present a general overview of what transpired at the meeting. Ms. Hoyland requested that this discussion be included in the minutes. With regard to the September 24, 2003 Workshop Minutes on page 3496, Ms. Hoyland noted that the word "City" appearing after Ms. Gray's name should be removed and on page 3497 the word "identify" should be changed to "identity." 3887 2 Meeting Minutes Community Redevelopment Agency · ,Boynton Beach, Florida OcLOber 14~ 2003 B. Financial Report Included in the agenda packet C. ApprOval of Petty Cash Form With regard to the Petty Cash Form, Chairman Finkelstein pointed out that there is no place to list the payee's name and requested that this be included on the form. He recommended including it in the second sentence of Section 1 so that it would read, "This form provides for identification of: dollar amount of receipt or expenditure, reason for purchase, payee and signature of employee receiving petty cash." Mr. Fisher recommended changing the column entitled "Purpose" to" ', · Purpose/Payee. Motion Ms. Hoyland moved to approve the Consent Agenda, as amended. M°tion seconded by Vice Chair Heavilin and unanimously carried. V. Public Audience None· IX. New Business (Addressed Out of. Order) A. Selection of Feasibility Study Team for Savage Creatures of Ancient Seas Attraction Motion Mr. Tillman moved to select the Baker Leisure Group Partnership to do the Feasibility Study for the Savage Creatures of Ancient Seas AttractiOn: Motion seconded by Ms. Hoyland. Mr. Fisher pointed out that both finalists presented excellent presentations, but he felt more comfortable with the answer-given by the Baker Group that they would inform the Board if the project were not financially doable. He was not comfortable with the response from the Lord Group. Mr. Fisher felt that there was a comfort level if the City went with the Baker Group since many members of that team were local. ,.Vote . The motion carried 7-0. VIII. Old BUsiness (Addressed Out of Order)' 3888 3 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida OctOber 14, 2003 B. Discussion of Douglas C. Hutchinson's Employment Contract Chairman Finkelstein said that if the Board wished to reconsider this item, one of the members of the prevailing side must make a motion to reconsider it. Mr. Hutchinson added that if there were any questions, he would like them referred to him early in the discussion, after which he will dismiss himself from the hearing. Mr. Fisher asked Mr. Hutchinson if there was any information not presented at the. last meeting that would justify this Board re-looking at the pay increase. Mr. Hutchinson responded that the information furnished at the last meeting was accurate. It included a survey of the average salaries of CRA Directors' in the area conducted by the human resources consultant, the work that he has done, and he has not had an opportunity to do an analysis. He wished to rely on what has already been presented and the work he has performed over the past year. Motion Ms. Hoyland moved to reconsider the item. Motion seconded by Mr. Tillman. 'The Recording Secretary called the roll and the motion carried 4-3 (Chairman Finkelstein, Charlie Fisher and Vice Chair Heavilin dissenting). Ms. Hoyland pointed out that at the previous meeting she posed the question as to whether Mr. Hutchinson would be expecting a similar pay increase in subsequent years and would this Board be looking at another 16% pay increase every year until Mr. Hutchinson is priced out. Ms. Hoyland said that she has spoken with other CRA's and the memorandum presented at the last meeting was current, but was prior to the new budget year and salaries would be going up. Ms. Hoyland felt that Mr. Hutchinson and the entire staff are doing a good job, .but she cannot support a 16% pay increase every year after this year. She would, however, be supportive this year to bring him closer to the average of other CRA's Directors in the area and closer to his median. In the following years, she would request' that Mr. Hutchinson be subject to pay increases that other employees receive, which would probably be around 3%. Ms. Hoyland has discussed this with Mr. Hutchinson and he is comfortable with this. Mr. Tillman said that even though he was not present at. the previous meeting, he still supports his figure of $93.,500. He felt that $93,500 was a medium figure and he considered this a fair number due to how effective Mr. Hutchinson has been in his position. Mr. Tillman pointed out all the activities that are now taking place downtown and he has put a lot of thought into this. It would be a bad signal to developers if the Board did not retain Mr. Hutchinson as CRA Director. He further felt that Mr. Hutchinson was worthy of the 16% increase 3889 4 Meeting Minutes . Community Redevelopment Agency ·-Boynton Beach, Florida October 14, 2003 Mr. Fisher pointed out that it is taxpayer money that is being spent for Mr. Hutchinson's salary and this Board is accountable to the taxpayers. He noted that Mr. Hutchinson's contract was reviewed six months after the initial signing and now it is being reviewed a second time. He questioned if this would be a continuing practice. He pointed out that Mr. Hutchinson could be paid $120,000 and he could still leave tomorrow. Mr. Fisher said that it was business, not personal. He did not think that-'Mr. Hutchinson's salary should be compared to the Delray Beach CRA Director's salary, since Delray Beach is more established and larger than Boynton Beach's CRA. Giving Mr. Hutchinson a 16% raise is not a good use of people's tax dollars. He felt M'r. Hutchinson was doing a very good job, but if he wanted to leave, it was his choice. Mr. Fisher also noted that Mr. Hutchinson could come back to the Board in another six months and ask for an increase. Vice Chair Heavilin agreed with Mr. Fisher's comments. The Board was very.fair in granting Mr. Hutchinson a 10% raise and it was written into the contract that his salary would be reviewed within six months. She further pointed out that the figures presented did not accurately reflect the benefits that Mr. Hutchinson receives. Vice Chair Heavilin questioned if Mr. Hutchinson was actually the driving fOrCe for all the development coming into the City and thought it would have come in regardless of who the Director was. She wished to remain with 10% with a six-month review. Mr. Fenton disagreed with the previous comments. He pointed out that Boynton Beach's CRA was the laSt in the County and he felt strongly that Mr. HUtchinson was the dynamics behind what is happening in the City. He pointed out that Mr. Hutchinson has between 15 and 20 years experience in the business. The TIF income has greatly increased under his leadershiP and this Board. Mr. Fenton was in support of Mr. Hutchinson receiving at least $93,500, which is $500 above the lowest paid CRA Director. Mr. DeMarco concurred with Mr. Fenton's comments. He pointed out that every person that he has brought to the CRA office spoke highly of Mr. Hutchinson and his staff. He felt that they are doing a fantastic job and pointed oUt that there is almost $1 billion on the drawing board, involving six to eight different developers. He would like to see Mr. Hutchinson receive the recommended $93,5'00 and that the Board move onto other things. Ms. Hoyland asked Attorney Payne if the Board could remove language from Mr. Hutchinson's contract or would it have to be brought back to an advertised meeting. Ms. Hoyland said that if she supported the higher salary, she woulc~ like the language in Mr. Hutchinson's contract that his salary be reviewed again in six months removed. Attorney Payne said that.this language could be included in the motion. Attorney Payne pointed out that the contract is on the agenda and therefore has been advertised. MS. Hoyland stated that if Mr. Hutchinson's salary were increased to $93,500, she would not want the contract to come back to the Board in six months for review. 3890 5 Meeting Minutes Community Redevelopment Agency Boynton Beach~ Florida October.14~ 2003 Ms. Hoyland thought that Mr. Hutchinson should be dealt with the same way other employees are and that he should have an annual performance evaluation and then receive a merit raise' based upon that evaluation. She was not in favor of Mr. Hutchinson receiving such a large increase each year. Attorney Payne noted that the raise would be retroactive to June 1st and asked if the 12- month period would go to June 1st. Ms. Hoyland felt that his pay should be retroactive, but his contract date should begin today and his annual performance evaluation would be the date he Signs his cOntract. Chairman Finkelstein thought that going from $80,000 to $88,000 was a substantial increase and was only $5,000 below the salary of the Delray Beach CRA Director. He also noted that Mr. Hutchinson receives $1,100 more in car allowance than the Delray Beach CRA Director, in addition to all the.other benefits he receives. Motion Ms. Hoyland moved to approve the Executive Director's salary at $93,500.00 with the contract 'being modified to remove the language that refers to consideration of a bonus or pay increase six (6) months from the contract signing and that the annual increase should be one (1) year from the signing of the contract. Motion seconded by Mr. Tillman. Mr. Fisher poinl~ed out that Mr. Hutchinson would be receiving more than a 10% increase without showing any goals attained or presenting any documentation of how he attained his goals and what his future goals are. To him, this was no justification for spending this amount of money. IVIr. Henderson called for a point of order. The Recording Secretary called the roll. Vote Motion carried dissenting). 4-3 (Chairman Finkelstein, Vice Chair Heavilin and Mr. Fisher Attorney Payne administered the oath to all persons who would be testifying. (Mr. Fenton left the meeting at 7:15 p.m.) VI. Public Hearing Mr. Rumpf inquired if the Board wished to hear a summary of all items, including the variances and conditional use application with staff providing the corresponding recommendations, or to address each item separately. Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida October 14, 2003 Chairman Finkelstein stated that since staff's report is for the same project, he suggested that staff present an overview and the Board could then address each item. A. Zoni-n.q Code Varianc~ Project: Agent: Owner: Location: Description: Gateway Texaco (ZNCV 03-010 thru 03-012) Beril Kruger, Planning & Zoning Consultants SUAU Enterprises 2360 North Federal Highway Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations L.3.d. (1) requiring Parking lot driveways to be located 120 feet from the intersection of the right-of-way lines along streets of higher classification to allow a 97 'foot variance, resulting in a distance of 23 feet, and to allow a 88 foot variance for a second driveway, resulting in a distance of 32 feet from the intersection of Federal Highway and Las Palmas Avenue for an existing gas station business; and request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, SupPlemental Regulations L.3.d.(3) requiring that driveways shall not be located less than thirty (30) feet from any interior property line to allow a 10-foot variance, resulting in a distance of 20 feet from an existing gas station business; and request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations, L.3.d.(4) requiring that driveways will be limited to one (1) per street frontage to allow two (2) driveways along the street frontage for an existing gas station business. Project: Agent:. Owner: LOcation: DescriPtion: Gateway Texaco (ZNCV 03-013) Beril Kruger, Planning & Zoning Consultants S UAU Enterprises 2360 North Federal Highway Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental 3892 7 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida October 14, 2003 4, Project: Agent: Owner: Location: Description: Project: Agent: Owner: Location: Description: Regulations L.3.e. (3) requiring a twenty (20) foot rear setback to allow a 10-foot variance, resulting in a rear setback of 10 feet for an addition to an existing gas station. Gateway Texaco (ZNCV 03-014 and 03-015) Beril Kruger, Planning & Zoning Consultants SUAU Enterprises 2360 North Federal Highway Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations L.3.e. (a) requiring that no canopy shall be located less than twenty (20) feet from any property line to allow a 10.5-foot variance, resulting in a distance of 9.5 feet for an existing canopy for a gas station's business; and Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations L.3.e. (b) requiring that no gasoline pump island shall be located less than thirty (30) feet from any property line to allow a 10,2 foot variance, resulting in a distance of 19.8 feet for an existing gasoline pump island for a gas station business. Gateway Texaco (ZNCV 03-016 and 03-017) Beril Kruger, Planning & Zoning Consultants SUAU Enterprises 2360 North Federal Highway Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations L.3.f. (1) requiring a ten (10) foot wide landscape buffer along the street frontage and to include one tree ten (10) to fifteen (15) feet in height with a minimum three-inch caliper every forty (40) feet, a continuous hedge twenty-four (24) inches high, twenty-four (24) inches on center at time of planting with flowering groundcover to allow a variance of 10 feet, resulting in a zero (0) landscape buffer along the street frontage for an existing gas station building; and Request for relief from the 8 3893 Meeting Minutes Community Redevelopment Agency · ~ B, oynton Beach, Florida October 14, 2003 · City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations L.3.f. (d) (a) requiring a ten (10) foot wide landscape buffer on all interior property lines to allow a variance of 5 feet, resulting in a five (5) foot buffer for an existing gas station business. Project: Agent: Owner: Location: Description: Gateway Texaco (ZNCV 03-023) Beril Kruger, Planning and Zoning Consultants SUAU Enterprises 2360 North Federal Highway Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 21, Signs, Article III, Section 5 requiring that all 'signs must meet a minimum ten (10) foot-setback from the property line to the closest surface of the sign to allow a five (5) foot variance from the property line, resulting in a five (5) foot setback for an existing gas station business. 6. Project: GateWay Texaco (ZNCV 03-024) Location: Beril Kruger, Planning & Zoning Consultants Owner: SUAU Enterprises Location: 2360 North Federal Highway Description: Request for relief from the City of BOynton Beach Land Development Regulations, Chapter 7.5, Environmental Regulations, Article II, Section 3.B.4, to allow parked vehicles to encroach two and one-half (2.5) feet into the rear five (5) foot landscape buffer area required by code for an existing gas station business in a C'3 zoning district. 'Maxime Ducoste-Amadee presented the items on behalf of staff. All items being reviewed are in conjunction with a major site plan application and conditional use approval for a 600 foot addition to a non-conforming gasoline establishment. The first three items are the driveway variancesl With ·regard to 'the first request, the Land Development Regulations require that driveways be located 120' from the intersection of right-of-way lines along streets of high classification. Referring to the site plan, there are two driveways along Federal Highway that do not meet the 120' distance separation. The second request requires that interior driveways shall be located not less than 30' from any interior property line 9 3894 Meeting Minutes Community Redevelopment Agency Boynton BeaCh, Florida October 14t 2003 (the driveway to the north), and the third request is that the driveway should be limited to one per street frontage. In this particular instance, there are two driveways on Federal Highway. With regard to the building setback, the applicant is requesting a 10' rear yard setback for a 600 square foot addition and the code requires a 20' rear setback. Regarding the canopy and gas pump island setback variances, the LDR.requires that no canopy shall be located less than 20' from any property line and the applicant is requesting a 10.5' variance that would result in a distance of 9.5' for an existing canopy. The variance request forthe pump island is to allow a 10.2' variance that would result in a distance of 19.8' for the existing gasoline pump island. The LDR requires that no gasoline pump island shall'be located less than 30' from any property line. The code requires a 10' wide landscape buffer along street frontage and the applicant is requesting a zero landscape buffer along Federal Highway and Las Palmas Avenue. Lastly, the LDR requires a 10' wide landscaPe buffer on all interior property lines and the applicant is reqUesting a variance of 5' to allow a 5' buffer for an existing gas dispensing establishment. With regard to the sign setback, the code requires that a freestanding sign must be located a minimum of 10' from the property line and the existing sign is 5' along North Federal Highway, resulting in a 5' setback. The last item deals with parking vehicles to allow an encroachment of 2~' into the existing rear 5' landscape buffer area. Mr. Eric Johnson, Planner, presented the Conditional Use Item on behalf of staff. B. Conditional Use Project: Agent: Owner: Location: Description: Gateway Texaco (COUS 03-007) Beril Kruger, Planning & Zoning Consultants SUAU Enterprises 2360 North Federal Highway Request for conditional use/major site plan modification approval for a 681 square foot addition to an existing gas station/conVenience store on a 0.48-acre .parcel in a C-3 zoning district. Mr. Johnson explained-that the applicant is proposing new parking spaces and an access drive that would link the subject property to the proPerty directly to the east and 3895 10 Meeting Minutes Community Redevelopment Agency Boynton Beach`, Florida October 14,, 2003 a general cosmetic makeover 'of the gas station. The gas station property is totally separate from the property directly east. Mr. Johnson said that discussion would be limited at this time to the gas station and the gas station property. The car wash will be addressed later.. The gas station is a legal non-conforming use because it does not comply with the City's LDR that requires gasoline stations to be located at intersections that have four lanes or wider. Las Palmas Avenue is not four lanes. Last year the applicant requested to b'uild an addition to the property as well as making some site improvements, and the Planning and Zoning Division issued an Administrative Determination Letter denying the request. The .applicant appealed the denial on July 31, 2002 and the Planning and Zoning Division recommended denial of the appeal with .the CRA concurring. However, the City Commission aPproved the applicant's request to conceptually approve the addition. The appeal was conditional that the building would be 600 square feet or less. The application should be considered a major site plan modification, as well as a conditional use. Conditional uses must meet a number of criteria, one being ingress and egress to the site. The gas station has three .existing driveWays and .since none will be altered, two variances are required. There is no sidewalk along Las Palmas Avenue and the Engineering Division is requiring that a sidewalk be put in, which the applicant does not wish to install. The parking requirement for gas stationS is based on one parking space for 250 sqUare feet of gross floor area and the project meets this requirement. The project requires 10 parking spaces and the applicant is Proposing 12. One of the parking spaces encroaches into the required rear yard buffer. A third criterion for evaluating a conditional use is refuse and service areas. The dumpster is currently located in the southeast corner of the property and the applicant is proposing a slight readjustment of the location. Staff agrees with this location. The utilities are consistent with the Comprehensive Plan and all potable water and sanitary sewer service will be maintained, and the addition would have no impact on these services. Gas stations are required to maintain a 10' wide landscape buffer along rights of way and a 10' wide landscape buffer along the interior property lines. The proposed plan is deficient, thus requiring the variances. Mr. Johnson noted that a buffer wall will be required for the gas station since it will abut the car wash. The project is proposing an additional sign on a non-conforming structure that would be located on the corner of Las Palmas Avenue and Federal Highway. Staff is unaware if the additional signage being proposed on the existing sign would be in compliance 3896 11 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida October :L4,.2003 since the dimensions have not been furnished. Staff wants to avoid having signage that would degrade the development's appearance. The proposed building addition does not meet the rear setback requirements and the applicant is requesting a variance. The use is an existing use and, generally speaking, it.is compatible with the surrounding area. The existing gas station also meets the height restrictions of a C-3 zoning district. The City Commission approved the Administrative Appeal to allow a 600 square foot addition and the proposed addition is 681 square feet. There are 40 conditions of approval and staff is recommending approval, contingent upon the granting of the variances that are included in the 40 conditions of approval. Beril Kruger, representing the petitioner, addressed the. sidewalk, which is being required by the Engineering Division to be placed along the gas station and the car wash. Mr. Kruger requested a waiver for the sidewalk because the project being built across the street will have a sidewalk along the entire length of Las Palmas. Thus, in his opinion there would be no need for the applicant to .put in a sidewalk since it stops at the end of the applioant's property. If the sidewalk were extended to the end of Las Palmas, they would be agreeable to putting one in. They Would like to have a waiver of the sidewalk until it is extended. He also saw no reason for the sidewalk since there are only five or six hOuses on Las Palmas. Mr. Kruger said that they were withdrawing the request for a variance for the parking space encroachment into the rear buffer since they only have to provide 10 parking spaces. Mr. Kruger pointed out that the addition to the building would only be 600 square feet. The distance between the existing gas station and the new building is only 8' and. all the air conditioning and refrigeration equipment will be placed in that location on the north side. It is buffered from the residences and would not be visible or cause any noise.to the residents. Because of this, they are requesting the 10' setback. With regard to the sign, it is an existing sign. It is located 5' from both rights of way. It.is a Texaco sign with the Texaco colors and lists the prices .of the gasoline. They do not intend to change the sign or the existing driveways. The gas station has been at this location since 1960 and the convenience store is supported by the neighborhood by providing the residents an opportunity to purchase what they need without having to drive up to Hypoluxo Road. Mr. Kruger requested that the Board approve the variances with the exception of the rear encroachment into the buffer. Chairman Finkelstein opened the public hearing. 3897 12 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida October 14, 2003 Sally Dalton, 650 Las Palmas Park, has lived at her current address for 31 years, and she had concerns for the children that would be moving into The Harbors that would have to pass by the gas station. Ms. Dalton was concerned about the traffic inthe area and for the safety .of the children. Jim Warnke, 6'!7 Lakeside Harbor, resides north of the gas station. He felt that the amount of variances that the applicant was requesting was extreme and questioned why the City had codes. This is a very busy intersection, and he did not want to see any more driveways added. He was against the applicant's requests for all the variances. He also would like to know if the Car wash were permitted, whether it would be a full service or self-service. He brought up the possibility of noise and lighting that would emanate from the car wash. He requested that the applicant address his concerns and asked what guaranties the City had that the applicant would abide by the decisions of the Board. · Chairman Finkelstein .said that the car wash questions wOuld be addressed When that item is heard. He also reported that he had received a letter from Mr. Warnke in opposition to the variances. Carol Muchel, 637 Las Palmas Park, pointed out that there are 21 houses on Las Palmas Park, and she is oppOsed to any expansion or increase to the gas station because she considers them not a good neighbor. She said that the store not only sells grocery items, it sells beer, knives and pornographic material, With the addition of The Harbors, traffic would increase and if the gas station were enlarged, this would increase traffic more. She reported that there have been between 70 to 80 police calls to the gas station in one year. There are drunks that sleep on the berm under the sign and the beer truck deliverieS block one 'lane of Las Palmas, which is only a two-lane street. Ms. Muchel requested that the variances be denied. Brian Edwards, 629 NE 9th Avenue, said that he has been patronizing this establishment for many years and felt that the congestion in this area needs to be addressed.' He felt that the congestion would greatly increase once the IntraCOastal Park and The Harbors opens. Mr. Edwards stated that it was the responsibility of the CRA to help faCilitate the traffic and to address the neighbors' concerns. He was in favor of granting the variances, but asked the Board what they intended to do about the parking issue. Sergio Casaine, 13 Meadows.Park Lane, has been a customer of the gasoline station for a long time. He feels that they are good neighbors. He has counted the number of people that frequent the gas station and in five hours over 250 people used their services, with a majority of people being Boynton Beach residents. He pointed out that the owner is serving the residents of the City and that the prices are reasonable. He also shared the concerns of the residents regarding the buffering and variances. Mr. Casaine felt that the services that the gas station provideS are necessary in the area and he requested that the Board support the applicant's requests for the variances. 13 3898 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida October 14,2003 Ardith Teitsma, 656 Las Palmas, presented a letter from other neighbors that were in opposition to the expansion of the Texaco station, citing safety as a factor due to the construction of The Harbors. They had a meeting at their house with the Boynton Beach Police Departmentthat informed them that there is continued illegal activity taking place at the gas station, such as drug dealing and soliciting of prostitution, which is visible at all times. Because of the overflow from the station, there are many undesirable people entering their neighborhood, affecting their security. She further stated that the City Commission is not listening to their concerns and that people in this area pay double the taxes that the gas station does. She was also opposed to the car wash and felt that the lot was too small to support a car wash, thus affecting property values. She further pointed out that there are drainage problems that were never addressed in the neighborhood. Sandra Bailey, 644 Las Palmas, has lived at her house for 31 years. She said that they were informed that the two lots could not be joined because they were non- conforming, and if the driveway were put in, it would join the two lots. She pointed out that the placement of the driveway would be very close to a utility pole. She presented photographs of a woman sleeping on the swale between Las' Palmas and the gas station at 8:30 a.m. She pointed out that when Hurricane 'Irene came through, their street was totally flooded. She questioned whY there was no gate proposed to close off the driveway to the car wash. Without a gate, the property would be left entirely open. Ms. Bailey asked if the parking was sufficient fOr a gas station and a grocery store. Julie Szymkowski, 655 Las Palmas, has been a Boynton Beach resident for 33 years. She was also speaking on behalf of Colleen Beckner, Mark Mordaunt, Dr. and. Mrs. Stanley Chi and the Delong family. She pointed out that the owner of the gas station does not live in Boynton Beach and is asking for far too many variances for a non- conforming business. She felt that the variances would compound and block traffic and presented a safety hazard. She said that visibility within the-property is not good when people exit the gas station building to get to their vehicles. She also was concerned about the children moving into The Harbors that would have to wait for a school bus during the gas station's busiest time. Robert Muchel is a resident of Las Palmas Park and had letters from residents who were unable to attend. One of these residents has an autistic child and another one cannot speak. Mr, Muchel read the letters into the record, which dealt mainly with their concern about the increase in 'traffic and safety. Also mentioned were the type of people that would enter the neighborhood. The letter suggested that if the owner of the gas station wanted a larger station that he should move to a larger property: Mr. Muchel presented photographs of the flooding that has taken place in the area. He also brought up the point that if the two properties were joined they would become one. David Teitsma, 656 Las Palmas, stated that he has lived in Boynton Beach for over 20 years and has .frequented the gas station for many years. He is familiar with the owner. 14 3899 Meeting Minutes Community Redevelopment Agency :.B, oynton Beach, Florida October :!.4, 2003 and felt he was a good neighbor. However, he felt that the proposed zoning variances will make the area dangerous and he has had several close calls with his automobile. He felt' the area was too small for any additional traffic. Chairman Finkelstein closed the public audience. Mr. Kruger stated that they are asking to build a 600 square foot addition on the rear of the building for storage only, which would not increase traffic. The reason that they need these variances is that they are requesting approval for a major site plan and staff asked them to apply for the variances. Nothing would change if they did not build the addition. He pointed out that they would be changing the colors of the building. Mr. Kruger presented an artist drawing of how the new colors would look, which would be a great-improvement. The landscaping will be increased. They will be removing any landscaping between the property line and the street and will be putting landscaping on their property along the south border that will consist of a 7' landscape strip. Anywhere that landscaping could be added, .they will add it. Staff has approved the site plan and landscape plan and they have tried to accommodate all staff requestS. Mr. Kruger said that there would be a rolling gate to lock the property on the north side entrance to the car wash and a gate on the Las Palmas exit. With regard to lighting, there will be no lighting on the site, except for security lighting and the car wash Will only be open.during daylight hours. That was a condition when the .car wash was originally approved. With regard to flooding on the property, they will be installing exfiltration trenches to eliminate any flooding. The car wash will be smaller than intended and there will be exfiltration trenches for the drainage. Mr. Kruger pointed out that because the business is successful, there is traffic and there will' always be traffic. Mr. Kruger felt that within time the prostitution problem would be eliminated as · Mr. Fisher pointed out that the problem with prostitution and drugs was not being generated as the result of the gas station: Federal Highway is the problem. Since Delray Beach moved prostitution and drugs out of their City, it has moved to Boynton Beach. Mr. Fisher noted outthat the undercover police are constantly working in this area. With regard to the flooding, Mr. Fisher felt that this was a separate problem from the project and should be brought to Mr. Sugerman's attention in order to get it fixed. Mr. Fisher felt that the improvements to the property WOuld actually help the neighborhood. Ms. Hoyland thought that because the property is legally non-conforming, it presents a hardship on the property owner. She is in full support of the property being upgraded and noted that improving the property would be beneficial to the area. Hopefully, with better site circulation, the delivery trucks could move off the street and onto the property to make deliveries. 3900 15 Meeting Minutes Community Redevelopment Agency Boynton Beach~ Florida October :1.4~ 2003 Ms. Hoyland stated that there are some variances that she cannot support, but she is supportive of the variance for the driveway, the canopy along Federal Highway, and the landscape variance. Staff has stated that the sign is not being modified except for the content of the sign, yet the Board has been told to treat the two sites separately. She finds this difficult since they have the same owner, there will be cross access and the sign on the Texaco site will advertise the car wash on the adjacent site. Ms. Hoyland also inquired why the equipment could not be moved to the roof and screened with a parapet wall instead of having the equipment on the ground. Ms. Hoyland pointed Out that the site plan for the Texaco station indicates that 12 spaces are required when only 10 are required. She suggested that this be modified. Further, she questioned whether it would be appropriate to have carwash/Texaco noted all over the gas station plans. Ms. Hoyland asked if the open space requirement of 14% met code and Mr. Johnson stated that the open space requirement .is zero-. Mr. Fisher inquired if the road to the north is being added to help alleviate traffic. He was informed that it is an ingress easement that will be given to the City. Mr. Kruger stated that when they appeared before the City Commission last year, the Commission asked the applicant to .put the ingress to the car wash to the north of the gas station and the egress from the car wash would only go west on Las Palmas. Therefore, there will be no egress from the car wash through the gas station. Everything will curve to the left, which means that when a car eXits the car wash, it can only go right. Ms. Hoyland questioned why' the easement would be dedicated to the City. Laurinda Logan, Senior Engineer, explained that the easement would not be dedicated to the City; the eaSement would be dedicated to the car wash for ingress purposes into the adjacent Property. Mr. Tillman stated that when this project came up last year, he was under the impression that the major issues had been resolved. He is not supportive of maintaining non-conforming uses, and he is opposed to putting in another building for storage, questioning what they are making space for. He does not feel that the site is large enough to support an increase to the facility. Since there is so much congestion in the area, he wondered why the City would approve adding even more congestion and he was not in favor of the project. Vice Chair Heavilin asked if the storage would help reduce deliveries. Mr. Kruger stated that the storege area would definitely reduce deliveries. Vice Chair Heavilin felt it would not be fair to penalize the improvement to this' property due to traffic caused by other developments on Federal Highway. This was a Citywide issue that needed to be addressed. Vice Chair Heavilin would like to see-the property improved through granting of the variances, rather than have it remain as is. Chairman Finkelstein inquired if there would be any road markings to indicate that the road leads to the car wash. He has visited the property and noted that it' is very 3901 16 Meeting Minutes Community Redevelopment Agency .Boynton Beach, Florida October 14, 2003 crowded. Chairman Finkelstein said it was important that this road be identified beCause of the circulation problems. Mr. Johnson responded that the car wash is a separate project from the gas station and it will be a condition of approval that the applicant provide a monument sign for the car wash. Staff is recommending that the monument sign be relocated from the point of egress to somewhere else on site Where it would be more beneficial. Mr. Johnson stated that there are paver markings on the site plan and there will be directional arrows. Ms. Logan responded that the paver markings are shown on sheet 1 of 4. Ms. Hoyland recommended that a condition be added that a sign be added on the north side of the driveway proViding direCtions to the car wash. Mr. Johnson stated that the directional sign would have to meet code and cannot be taller than 5' in height and 4 square feet in.area. Chairman Finkelstein noted that there are 40 staff comments and Mr. Kruger stated that they agree with all staff comments. Ms: Logan pointed out that the code requires that sidewalks be placed along all new properties, especially in light of a major site plan mOdifiCation. The Harbors were required to put in a new. sidewalk all along, their property. This would also provide a linkage from Federal Highway to the end of the property line that would include the car wash. If the neighborhOod so desired, this would also provide them an opportunitY to bring their sidewalks up to Code as well. This is condition #6 in the staff comments. Chairman Finkelstein pointed out that Mr. Kruger agreed to all Staff comments. Ms. Logan responded that the applicant has requested an Administrative Waiver from Engineering, which Engineering turned down. Mr. Rumpf explained that this requirement is included When the opportunity exists because over time it is anticipated that the sidewalks' would be fully extended into areas where there are none now. Mr. Rumpf said that installing sidewalks now would benefit the neighborhood because people like to walk. He also pointed out that by adding sidewalks for walking would increase the safety of the area. Mr. Kruger said that last year they were granted a waiver for the sidewalks. The waiVer stated that when sidewalks are installed down the street, they would put the sidewalks Chairman Finkelstein requested that'each item be dealt with individually. A. _Zonin~q COde Variances - 1. Zoning Code Variance Gateway Texaco (ZNCV 03-010 thru 03-0'12) 3902 17 Meeting Minutes Community Redevelopment Agency ~oynton Beach~ Florida October 14~ 2003 Description: Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations L.3.d. (1) requiring parking lot driveways to be located 120 feet from the intersection of the right-of-way lines along streets of higher classification to allow a 97-foot variance, resulting in a distance of 23 feet, and to allow a 88-foot variance for a second driveway, resulting in a distance of 32 feet from the intersection of Federal Highway and Las Palmas Avenue for an existing gas station business; and Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations L.3.d.(3) requiring that driveways shall not be located less than thirty (30) feet from any interior property line to allow a 10-foot variance, resulting in a distance.of 20 feet from an existing gas station business; and Request for relief from .the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations, L.3.d.(4) requiring that driveways will be limited to one (1) per street frontage to alloW two (2) driveways along the street frontage for an existing gas station business. Motion Ms. Hoyland moved for approval. Motion seconded by Vice Chair Heavilin. Motion carried 4-2 (MeSsrs. DeMarco and Tillman dissenting). 2. ZOning Code Variance - Gateway Texaco (ZNCV-03-013) Description: Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations L.3,e.(3) requiring a twenty (20) foot rear setback to allow a 10-foot variance, resulting in a rear setback of 10 feet for an addition to an existing gas station. Chairman FJnkelstein reported that staff is recommending denial'of this application. Motion Ms. Hoyland moved to deny. Motion seconded by Mr. Tillman. Mr. Fisher inquired that if this item were denied, how would it affect the plans. Mr. Kruger said that they. would have to move the building to make it longer and narrower. They will loose 2' and some of the depth of the building. 3903 18 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida ,Vote Motion for denial carried 6-0, Oc:ober :L4, 2003 Zonin.g Code Variance. Gateway Texaco (ZNCV 03-014 and 03-015) Description: Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 11, Supplemental Regulations L.3.e. (a) requiring that no canopy shall be located less than twenty (20) feet from any property line to allow a 10.5-foot variance, resulting ina distance of 9.5 feet for an existing canopy or a gas station's business; and Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning~ Section 11, supplemental Regulations L.3.e. (b) requiring that no gasoline pump island shall be located less than thirty (30) feet from any property line to allow a 10.2-foot variance, resulting in a distance of 19.8 feet for an existing gasoline pump isla. nd for a gas station business .Motion Vice Chair Heavilin moved for approval. Motion seconded by Mr. Fisher and unanimously carried. 4. Zoning Code Variance -Gateway Texaco (ZNCV 03-016 and 03-017) Chairman Finkelstein noted that there was one staff condition. Description: Request for relief from the City of BOynton Beach- Land Development Regulations, Chapter 2, zoning, Section 11, Supplemental Regulations .3.f. (1) requiring a ten (10) foot wide landscape buffer along the street frontage and to include one tree ten (10) to fifteen (15) feet in height with a minimum three-inch caliper every forty (40) feet, a continuous hedge twenty-four (24) inches high, twenty-four (24) inches on center at time of planting with flowering groundcover to allow a variance of 10 feet, resulting in a zero (0) landscape buffer along the street frontage for an existing gas station building; and Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 21 Zoning, Section 1, Supplemental Regulations L.3.f. (2)(a) requiring a ten (10) foot wide landsCape buffer on all interior property lines to allow a variance of 5 feet, 'resulting in a five (5) foot buffer for an existing gas station business. 19 3904 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida October :~4, 2003 Motion Vice Chair Heavilin moved for approval, subject to staff's recommendation of providing a substitute form o.f screening of the site along North Federal Highway where possible, such as planter pots or boxes. Motion seconded by Ms. Hoyland and carried 4-2 (Messrs. Tillman and DeMarco dissenting). 5. Zoning Code Variance- Gateway Texaco (ZNCV 03-023) Descriptio.n: Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 21, Signs, Article III, Section 5 requiring that ali signs must meet a minimum ten (10) foot setback from the property line to the closest surface of the sign to allow a five (5) foot variance from the property. line, resulting in a five (5) foot setback for an existing gas station business. Chairman Finkelstein noted that staff is recommending denial of this item. Motion Mr. Tillman moved to deny. Motion seconded by Mr. DeMarco. Mr. Fisher felt that the sign should be left where it is so that it would be visible from Federal Highway. Vote The vote was 3-3, therefore the motion failed (Vice Chair Heavilin, Ms. Hoyland and Mr. Fisher dissenting). Chairman Finkelstein read staff's recommendation that the sign could be moved and it would not interfere with the vehicular use, would meet the code, and would maintain the same visibility for the applicant's business.- Mr. Kruger felt that if the sign were moved back it would not be visible. Ms. Hoyland did not agree that the sign should also state "car wash.,' Mr. Kruger said that the reason the name of the statiOn is "car wash" was because the City Attorney told them to do this. The City Attorney recommended that the name of the. gas station be changed from Gateway Texaco to "Car Wash Texaco." Ms: Hoyland did not think that this was the intent of the City Attorney's request. Chairman Finkelstein called for another motion. 3905 20 Meeting Minutes Community Redevelopment Agency _,,Boynton Beach, Florida Oc~ober 14~ 2003 Motion Mr. Fisher moved to approve. Motion seconded by Ms. Hoyland and carried 4-2 (Chairman Finkelstein and Mr. T/I/man dissenting.) Zoning Code Variance. Gateway Texaco (ZNCV 03-024) Description' Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 7.5, Environmental Regulations, Article II, Section 3.B.4, to allow parked vehicles to encroach two and one-half (2.5) feet into the rear five (5) foot landscape buffer area required by code for an existing gas station business Chairman Finkelstein noted that staff recommended denial and that this variance was no longer necessary. Mr. Rumpf responded that the agent could withdraw the application for the :record. Mr. Kruger stated that, for the record, they withdraw their petition to encroach into the rear landscape buffer 2.5 feet by removing the one parking space. Conditional Use. Gateway Texaco (COUS 03,007) 1. Description: Request for conditional use/major site plan modification approval for a 68t square foot addition to an existing gas station/convenience store on a 0.48- acre parcel in a C-3 zoning district. Chairman Finketstein pointed out that the approval is for a 600 square foot addition, not 681 square feet. There are 40 staff conditions and staff is recommending approval. Mr. Johnson noted that since one of the variances .is being withdrawn, this has to be identified and removed from the conditions of approval for the conditional use. Mr. Johnson noted that it was condition #29 that would not apply anymore. Ms. Hoyland inquired if the project would come back to the BOard for site plan approval, and Mr. JohnsOn stated it would not. The conditional use would serve as the site plan approval. If this were approved, the applicant would submit rectified site plans during the permitting process. Ms. Hoyland inquired if the mechanical equipment would be placed on the roof. Mr, Kruger stated that it would probably be placed in back of the building. Ms. Hoyland said that if the equipment were rooftop mounted she would like it a condition that the parapet 3906 21 Meeting Minutes Community Redevelopment Agency .,Boynton Beach, Florida October :[4, 2003 be high enough to adequately screen any rooftop equipment. Mr. Johnson noted .that this is a-code requirement and does not have to be added as a condition. Mr. Fisher asked the applicant why they did not want to put the sidewalks in at this time. Mr. Fisher asked for a show of hands from the audience that would like to have sidewalks installed. Ms. Logan reported that The Harbors was installing a.sidewalk that would begin at Federal Highway to the end of their property. The Engineering Division is requesting that the applicant do the same thing for their property on Las Palmas, Motion Ms. Hoyland moved to approve the Conditional Use for the Gateway Texaco Station (now called the Car Wash Texaco),, subject to staff conditions; subject to the deletion of conditions #23 and #29; and subject to the addition of the condition that indicates that directional signage to the car wash shall be provided along the north, side of the drive aisle on the subject property. Vice Chair Heavilin seconded the motion that unanimously carried. RECESS WAS DECLARED AT 9:05 A.M. THE MEETING RECONVENED AT 9:'15 P.M. Discussion ensued on whether the meeting should conclude at 9:30 p.m. and that the remaining items be moved to the continuation meeting or to continue this meeting. It was decided that the new site plan item for the car wash would be heard, after which the meeting would adjourn.. Vice Chair Heavilin suggested addressing the remaining pUblic hearing items and to continue the remaining items. Ms. Hoyland requested that Item IX,B. also be' heard. Vice Chair Heavilin felt that Item IX.B. would require a great deal of discussion. Mr. Tillman requested that the remaining items be moved to the next meeting. Ms. Hoyland pointed out that the applicant for Item IX.B. would not be in town for the next meeting and she felt it was important that this be addressed and noted that the applicant was still present. Mr. Hutchinson stated that the November meeting date has to be changed because it falls on a. Holiday. Staff is recommending that the meeting be, changed to November th 20th. Vice Chair Heavilin recommended moving the November 20 date up. Mr. Hutchinson pointed out that some items might have already been advertised. Mr. Hutchinson said that they will check into this and report back at the October 30th meeting. Chairman Finkelstein recommended just hearing the car wash item-and mOving the remaining items to the October 30th meeting. 22 3907 Meeting Hinutes Community Redevelopment Agency Boynton Beach, Florida October 14, 2003 Ms. Nancy Graham from Boynton Ventures (The Arches) addressed the Board. She appreciated the Board trying to accommodate her schedule, but said that she would be willing to change her plans so that she could attend the October 30~h meeting. They want to start their.marketing campaign in November and it is important that they t their item addressed. Ms. Hoyland noted that she could not be Present on October 30~.e (Mr. T/I/man left the meeting at 9:30 p.m.) C. New Site Plan Project: Agent: Owner: Location: Description: Marouf's Car Wash (NWSP 03-011) Beril Kruger, Planning & Zoning consultants Zuhair Marouf 2360 North Federal Highway Request for new site plan approval for a 1,311 square foot car wash on a 0.22-acre parcel in a C-3 zoning district. Mr. Johnson presented the'item o.n behalf of staff. The property had previously been approved for a variance for a 9,908 square foot lot. The site was approved for a car wash and the site plan expired. No permits were pulled and a request for a site plan extension was never submitted.' The structure would contain.a wash bay, storage area and bathroom. One employee would be on site during regular business hours to collect money for the car wash service and Provide detailing in the knock down tent area. A traffic statement was provided to the City and has been submitted to the County. The County has determined that the Project meets the traffic performance standards of Palm Beach County. ConCeptual drainage information was provided and the City reviewed it and found it to be adequate. The City is recommending that specific drainage solutions be deferred Until the time of permitting. The site plan shows that there will be one point of egress on Las Palmas Avenue, which has 'been designed to accommodate right turn only traffic and no left turn traffic should occur at the point of egress. The car wash would be accessed through the cross access agreement of the easement in the northeastern portion or the property. The car wash will be gated off at night and staff is recommending that another gate be placed at the point of. ingress, which is one of the conditions of approval. The applicant has agreed to this. There will be two parking spaces, one for the employee and one handicap space that will be located east of the building. Exflltration trenches will be inStalled and there will be 18.52% of pervious area. The building meets the. height 'restrictions since it is a one-story building and has been designed to look like a house to be compatible with the surrounding properties. The sidewalk is required along Las Palmas and the applicant is requesting a waiver. 23 3908 Meeting Minutes Community Redevelopment Agency @oynton Beach, Florida October :L4~ 2003 There is a monument signed Proposed at the point of egress and staff feels that this is not an appropriate location. Staff would like to have the sign at the point of ingress and 'he feels that the applicant is agreeable to moving the sign. There will be no signage on the car wash building. Staff is recommending approval, subject to the 33 conditions of approval. Chairman Finkeistein inquired if everything is the same as approved the first time except for the new egress and ingress and the signage. Mr. Johnson pointed out that the building was smaller. Ms. Hoyland inquired if there was a detail area during the first application and was informed that there was one. Mr. Kruger agreed with ail conditions and said that they would withdraw their requeSt for the sidewalk waiver and agree to install the sidewalks. Chairman Finkelstein opened the public hearing. Robert Muchel passed out a roadmap to the Board. Mr. Muchel stated that there is a flooding problem and this property, has been a natural retention pond for the run off and if removed, there would only be 18% of percolation. He did not think that the drain could accommodate all the water. Mr. Muchel requested that this be reviewed before.any permits are issued. He further felt that the lane where cars would line up to enter the car wash would be closest to Federal Highway, which already blocks the line of vision for people exiting Las Palmas, which would add to the congestion in the area. Brian Edwards, 629 NE 9th Avenue noted that there is a drainage issue uP and down Federal Highway. He pointed out that for the past five years, his neighborhood association has worked with the City to have stormwater drainage improvements installed. He suggested that this neighborhood should take the same approach to improve their drainage problems. Mr. Edwards did not think that the car wash would make much difference to the traffic problems that already exist at that location. Carol Muchel, 637 Las Palmas Park, is opposed to having a car Wash on Las Palmas. She pointed out that there are already two other car washes in the area. Las Palmas is a residential street, and she felt that the car wash would decrease the value of their properties. She pointed out that there are 21 houses on Las Palmas and 54 at the Harbors. She estimated that the value of' all these properties is around $31 million, whereas the land that the car wash will be built is only worth apProximately $25,000. Julie Szymkowski, 655 Las Palmas Parks, stated that there will be a perimeter road for vehicles exiting the car wash on Las Palmas. Even though they can only turn toward Federal Highway, she asked where the gate would' be located to prevent access from the car wash when it is closed. Chairman Finkelstein informed Ms. Szymkowski that no 3909 24 Meeting Minutes Community Redevelopment Agency Boynton Beachi Florida O~:tober 14~ 2003 one would be able to go onto the property because there would two gates-one at each end. Chairman Finkelstein closed the public hearing. Mr. DeMarco garnered from reading the staff report that the car wash would be self- service and asked if this was correct. Mr. Kruger responded that it was self-service. People would put their money in and drive through the car Wash. Mr. DeMarco inquired if there would be waxing available. Mr. Kruger said .that this might be possible in the detail tent. Mr. DeMarco pointed out that if cars are being detailed, this will require parking spaces. Mr. DeMarco questioned the wisdom of putting in a car wash that would take up a great deal of space when there already is a successful business operating on the property. He felt that the space could be better utilized to improve the current business. With regard to the hours of operation, Mr. Kruger noted that it was a condition of approval that the car wash would be limited to daylight hours only, not to exceed 7:00 a.m. to 7:00 p.m. Ms. Hoyland pointed out that this is not a "true" automatic car wash, since a knock down detail tent would be utilized. She inquired if this had been previously approved .and was informed that it was. Ms. 'Hoyland was uncomfortable having a detail tent. Since the staff report states that there wOuld be-one on site employee to monitor, handle and accept payment for service, who would be detailing the car. Mr. Kruger stated that the same person would do it. Ms. Hoyland pointed Out that it was not mentioned that this employee would be doing detailing also. Ms. Hoyland noted that the plans indicate that one space is required, but staff stated if one space is required, a handicap space is also required. Ms. Hoyland asked for clarification. She was informed that the parking requirement is two. She noted that the' plans need to be updated. Chairman Finkelstein stated that it shows parking for two autos on the site plan. Ms. Hoyland said that she was speaking about the tabular data. The tabular states one auto required and four autos provided, which is not correct. Mr. Johnson responded that one space is actually required, but it is unlikely that the person who works on site would be handicapped. . Ms. Hoyland inquired if there would be vacuums on the site and Mr. Kruger stated they might be located at the entrance to the car wash, but the car wash has n°t been designed to show where a vacuUm would be located. Ms. Hoyland did no~ think that one employee could handle all this work and she requested that the detail tent be removed. She also felt that the vacuums would create a lot of noise and would probably be heard by the neighbors. Ms. Hoyland inquired if the roof would be concrete tile. The applicant responded that the roof would be broom swept cement tile. Ms. Hoyland would also like the doors that face Meeting Minutes Community Redevelopment Agency Boynton Beach~ Florida October :!.4, 2003 Las Palmas to be more decorative. Mr. Kruger stated that the car wash openings would be closed with hurricane shutters. Chairman Finkelstein questioned why the existing wall could not be fixed instead of building a new one. This would allow for a larger buffer between the car wash and the residential. Mr. Johnson noted that the existing buffer wall is not located on the subject property; Mr. Kruger stated that the Police Department asked the applicant to take down the current wall because they do not want to have two walls. Mr. Kruger disputed the' comment that the lot was worth only $30,000. He stated that .it is a $400,000 lot and would not cause the property values to decrease. Vice .Chair Heavilin thought that when the car wash was originally approved it was strictly an automated mechanical car wash, and she did not think that detailing and vacuuming would be appropriate. Mr. Kruger stated that the tent would be used for appointments only so that there would be no cars waiting, Vice Chair Heavilin inquired if staff agreed with this. Mr. Fisher asked if the detail tent was a permanent structure and Mr. Kruger responded that it was not. Mr. Rumpf agreed with the Board's comments that there would be one employee for the property. Staff questiOned how one employee could perform all this work, which imPlies there is'intent to run a separate business under the tent. If this were the case, it would .require a separate license, especially if they are done by appointments. Mr. Rumpf stated that there was not enough space to stack vehicles to offer this kind of service. Ms. Hoyland would .like to eliminate the knock down tent to allow that the entire paved area be cut back and straightened so that there would not be an area large enough for detailing. Ms. Hoyland would also like to have more landscape area on the east side so that a car would be forced to drive directly into the turn lane. Motion Mr. Fisher moved to approve, without the detail tent on the property, subject to all staff comments, and the elimination of comment #21, and that the parking be correctly indicated on the tabular data of the site plan. Motion seconded by Ms. Hoyland. Ms. Hoyland requested to add to the motion that the drive aisle be narrowed. Mr. Fisher did not wish to include this in his motion. Chairman Finkelstein asked if there is a vacuum stand proposed for the car wash. He was not opposed to having a vacuum stand in'place of the detail tent. He pointed out that if the drive aisle were narrowed, there would be no place for a vacuum. 3911 26 Meeting Minutes Community Redevelopment Agency Boynton Beach~ Florida October 14, 2003 Vote Motion carried 5-0. D. Site. Plan Time Extension 1. Project: Sunbelt Hydraulics 9SPTE 03-003) Agent: Joseph Houston Kerns Construction, Inc. Owner: C & C Realty Investments Location: Lot 9 West Industrial Avenue Description: Request for one (1) year site plan time extension for a one (1) story, 12,480 square foot indUstrial building with related parking for a business that services truck bodies on a t.44 acre parcel in the M-1 zoning district Chairman Finkelstein opened the public hearing. Since there was no one that wished to speak, the public hearing was closed. Vote Vice Chair Heavilin moved to approve. Motion seconded by Ms. HOyland and unanimoUsly carried. Code Review VII. Director's Report: Project: Owner: Description: A. Updates Sign code amendments - Sign Heights City initiated Request for amendments to the. Land Development Regulations, Chapter 21 Signs, to provide definitions for .monument and pole signs and establish maximum sign heights that correspond with road type. VIII. Old Business: Consideration of Approval of the Contract with the Owner's Representative (CRA) Firm Jonathan Rickets Inc. for the Boynton Beach BOulevard Extension, Promenade and RiverWalk Design/build Project Discussion of Douglas C. Hutchinson's Employment Contract (moved up on the agenda) 273912 Meeting Minutes Community Redevelopment Agency .,Boynton Beach, Florida October Z4, 2003 Xf IX. XI. XII. XIII. XIV. New Business A. Selection of Feasibility Study Team for Savage Creatures of Ancient Seas Attraction (moved up on the agenda) B. Consideration of the Arches Contract C. Consideration of the Business Genesis Program D. Consideration of Acquisition Underwriting for Heart of Boynton Properties E. Consideration of Request for Appraisal on Phase 1 Redevelopment Properties in the Heart of Boynton Area F. Consideration of waving the title work for Boynton Seafood, Inc. Development Regions Core Grant Contract G. Consideration of a proposed amendment to the existing contract with Kimley-Home H. Recommendation of Members to be Selected fro the CSC Committee to review the Financial Advisory Services RFQ I. Consideration of Rescheduling the CRA November Board meeting due to the holiday Commission Action A. City Commission review of rotation of CRA Chair to another member of the CRA; No action taken (removed from agenda) Board Member Comments Legal Other Items Future Agenda Items A. Consideration of Special Pilot Program for Police Patrol in Heart of Boynton and the CBD Consideration of Pilot Program for Trolley Service in the CBD Marina Parking Garage Expansion 3913 28. Meeting Minutes Community Redevelopment Agency . . .Boynton Beachf Florida October 14~ 2003 D. Consideration of Securing CBD Surface Parking Rights Motion Mr. Fisher moved to continue the remaining agenda items to the next meeting. seconded by Vice Chair Heavilin and unanimously carried. XV. Adjournment There being no further business, the meeting propedy adjourned at 10:15 p.m. Respectfully submitted, Barbara M. Madden Recording Secretary (October 15, 2003) Motion 3914 29 MINUTES OF THE CONTINUED REGULAR MEETING OF THE COMMUNITY REDEVELOPMENT AGENCY HELD IN COMMISSION CHAMBERS, CITY HALL, ON THURSDAY, 'OCTOBER 30, 2003 AT 6:30 P.M. Present Larry Finkelstein, Chairman Jeanne Heavilin, Vice Chair AleXander DeMarco Don Fenton Chadie Fisher Douglas Hutchinson, CRA Director Lindsey Payne, Board Attorney Susan Vielhauer, Controller Annette Gray, Administrative Assistant Absent Michelle Hoyland Henderson Tillman .Call to Order Chairman Finkelstein called the continued Community Redevelopment Agency meeting to order at 6:30 p.m. The Recording Secretary called the roll and a quorum was present. Chairman Finkelstein requested that City staff present the first item. VI. Public Hearing E. Code Review 1. Project: Sign Code Amendments - Sign Heights Owner: City. Initiated Description: Request for Amendments to the Land Development Regulations, Chapter 21, .Signs, to provide definitiOns for monument and pole signs and establish maximum sign heights that correspond with road type Ed Breese, Principal Planner, Stated that the item is staff generated. Since staff has been reviewing many new s? plans they have had to deal with signage issues. The City Code currently allows 20 pylon and pole signs. Developers are more interested in getting visibility and marketability on their signs, especially smaller sites, and are requesting larger type signs. Currently, staff is reviewing the Sign Code and should have the results to present to this Board, the Planning and Development Board and the Commission within the next.slx months. ' 3915 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 Staff would like to have this one item of the Sign Code approved for adoption and is requesting the following amendments to the sign code as follows: · Pylon signs would be eliminated from the code entirely if they could be freestanding or on freestanding poles, or other freestanding supports, so that the bottom edge of the sign is at least 6' or more above grade. · A definition of a monument sign would be added to freestanding signs. Currently it talks about ground-type signs, but staff is getting, very specific with the monument type sign and that definition would read: "A freestanding sign situated directly on the ground or mounted completely along the bottom of the sign cabinet to a Iow-profile. base or pedestal." · Amend the definition of freestanding signs for monument signs. Ground signs can be supported by poles but cannot have more than two feet of area beneath the sign face. With the landscaping requirements, this two- foot space wOuld be hidden. · Freestanding signs must have a numerical address prominently located on the sign for ease of finding a location. · There will be different requirements for signs along different types of right- of-ways. For a shopping center or mall, at least four acres in size, a monument sign cannot exceed 15' in height and must include the project name and be used for a directory of the businesses located within that shopping center. If the property is on the corner, it would be allowed a 10' second monument sign as a directory for.the businesses located within that center. · For all single tenants and all multiple tenant sites under four acres in size, staff tried to downsize the size of the monument sign by the number of drivable lanes in front of it. For roadways with six travel lanes or greater, there is a 12 foot 'height limitation; travel lanes of four would have a maximum of 8 foot high monument signs; and staff is also recommending other criteria that may limit or go below the 8 foot requirement, such as the type of surrounding properties, the speed limit and the scale of the. project in which it is located in front of. For travel lanes of two, monument signs would be no greater than 6' in height and the four-lane highWay regulations would also apply here. · In the Central Business District there would be a 5' height limitation on monument signs. This could be superseded by any planning documents for certain planning areas within the CRA and any future plans for which there is specific design criteria. These changes also would not supersede any planned industrial or commercial district sign programs that have been in place or are being proposed to be in place for any new projects. Pending redevelopment for Heart of Boynton, MLK and the .surrounding 3916 2 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 areas, those specific plans would take place over the general sign code and the amendments. Lastly, staff is not trying to make a lot of signs non-conforming and start fining people and creating problems. Their goal is to look at new development with a new set of regulations. Mr. Breese concluded his presentation. Mr. Fisher inquired how the Planning and Development Board voted on the item and Mr. Breese stated they voted 6-0 in favor of the changes. Mr. Fisher asked if existing businesses would be grandfathered in and Mr. Breese said that they would.' The only time this would not apply is if a sign were damaged more than 50%. Vice .Chair Heavilin asked if an existing business wished to change their sign, would they have to comply with the new regulations. Mr. Breese said that each case would have to be looked at individually. Vice Chair Heavilin felt it was a great code change and would like to have it apply to everyone eventually. Mr. Hutchinson pointed out that the CRA Fagade Grant Program does provide matching funds for signage. Mr. Fisher asked if there has been community input on these changes. Mr. Breese responded that these new amendments would only apply to new development and would not require current signs to conform. Therefore, the business community has not been consulted. Mr. Fenton asked about the cost of a monument sign versus pylon. Mr. Breese stated that they have not looked at the costs and it would depend upon the grade of the monument sign..Mr. Fenton asked why this change came about, and Mr. BreeSe said that staff is beginning to. see smaller lot owners trying to get more visibility by having a higher sign that could add to visual blight along the right-of-way. Mr. DeMarco inquired if City staff contacted the County's Planning and Zoning Department to see what they are doing regarding signs. Mr. Breese said that they have not, but it is something they could look into. Chairman Finkelstein pointed out that this City has been working on this for many years and thinks this is a step in the right direction. Chairman Finkelstein opened the public hearing. Since no one wished to speak~ the public hearing was closed. Mr. Fisher raised concerns that the business community and the County were not included in the plan. He would like to .see them included in the plan for their input. Chairman Finkelstein pointed out that the public had been included in all previous workshops and businesses were not opposed to the new code. They just did not feel that existing signage should have to come up to the new cOde. This was due mostly 3917 3 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 because of the costs assoCiated with complying with the code. Mr. Fisher did not want to see new businesses coming in and be limited in their signage that would make it difficult for them to be seen. Mike Rumpf, Planning and Zoning Director, stated that typically when Land Development Regulations are amended, they try to get public input. What is before the Board tonight is an interim fix and staff is reviewing the entire sign chapter in a comprehensive manner. When this is completed, it will be presented to the public to provide ample opportunity for them to provide input. Staff considers this to be merely some of the basics that they would like to get in place with regard to height only. Motion Vice Chair Heavilin moved to recommend approval of the Request for Amendments to the Land Development Regulations, Chapter 21, Signs, to provide definitions for monument and pole signs and establish maximum sign heights that correspond with road type. Motion seconded by Mr. DeMarco. Motion carried 3-2 (Messrs Fenton and Fisher dissenting). IX. New Business (Heard out of Order) Commissioner FiSher requested that Item F. be moVed up to be heard first. Fo Consideration of waiving the title work for Boynton Seafood, Inc. Development Regions Core Grant Contract (addressed out of order) Mr. Hutchinson reported that the CRA took over the Core Grant Program from the County, and Ms. 'Vielhauer is administering the Program. In this particular instance, a question has come up about placing a lien on the property to protect the CRA's position on the grant. There is an issue on whether the Board wants to do the title work to determine where that lien would fall. Mr. Hutchinson reported that staff called the members and everyone was comfortable moving forward with the project and the grant. The item is on the agenda tonight for formal approval. Chairman Finkelstein disagreed with the memo. He recalled saying that he was in-favor of.the lien, which would cost around $500, in order to protect the CRA and its position in the project. When Ms. Vielhauer informed him that the applicant did not want to assume the cost for a title search, he did not think that he would have told her to go ahead with the grant without doing the necessary title work. He is not in favor of moving forward unless the title work was done in order to protect the CRA's lien. Mr. Hutchinson informed Chairman FinkelStein that the CRA would have a second lien on the property, but this could not be ascertained without a title search. Vice Chair Heavilin also disputed that she would have ever agreed to move forward without a title search on any property that would put the CRA at risk. 3918 4 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 Mr. Fisher inquired who would pay for the title search and was informed it would be the applicant. Mr. Fisher asked what a title search would provide, and Chairman Finkelstein stated it would show what liens there are on the property. He recalls that the applicant stated that they have no liens, but a title search would confirm this. When the CRA records its lien, it would go by the date where it would fall. Mr. Fisher inquired if this would affect awarding the grant. Chairman Finkelstein stated if a search revealed that the CRA might be a fifth or sixth position lien holder, the CRA might never recover its money. Attorney Payne pointed out that there is also an issue of ownership and they are not Sure who owns it, since it is not the applicant. Vice Chair Heavilin pointed out that there could be liens on the property that the applicant is not aware of and without doing a title searCh, this could not be determined. Mr. Fisher said that this is a small business that has been in Boynton Beach for some time and has received other grants. He did not think it was fair to impose this cost on small businesses while they are trying to encourage them to do business in the City. Chairman Finkelstein stated that Mr. Fisher could make a motion that the CRA absorb the cost of the title search. Mr. Fenton disagreed with this and noted that anyone who wants to get any kind of a loan has to pay for the title search; the bank does not pay fOr it; This is common business practice. He would like to move forward with the grant, but felt that this should be the applicant's responsibility. Chairman Finkelstein inquired if the application stated who would pay for a title search. Mr. Hutchinson was not certain and would check on this. Mr. Fenton felt that this would Set a bad precedent and applicants Would want the CRA to absorb all the costs. Chairman Finkelstein asked what the total amount of the grant was and was informed that the CRA would contribute $10,000 and the County would contribute $15,000. Vice Chair Heavilin asked if the County required a title search. Mr. Hutchinson responded that it was up to this Board solely. Mr. Fisher inquired that if he made a motion for the CRA to pay for the title work up to $500, would this set a precedent for the next entity applying for a grant. Attorney Payne suggested that the Board establish a Policy whether to pay for title searches or not pay for them. Mr. Fisher noted that this particular applicant has received previous grants from the City and it has always benefited the City. Vice Chair Heavilin stated that a title search is part of doing business. By the CRA not paying 'for this, does not mean that the CRA is trying to penalize small businesses. 3919 5 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 Motion Mr. Fisher moved to approve obtaining a title search o'n the property and that the CRA pay for up to half the costs of that title search. Motion died for lack of a second. Chairman Finkelstein asked if the CRA was requesting that it have a second position on the property. Mr. Hutchinson said that the Board needs to determine what it wants. Mr. Fenton pointed out that it can only be determined what the CRA's position would be if a title search were done and then the Board can decide whether to proceed at that point. Motion Vice Chair Heavilin moved to amend the Development Regions Core Grant Program to require the applicant to secure a title search and title insurance and that the CRA be placed in either first or. second mortgage lien position. Mr. Hutchinson noted that the County has already approved the grant and that the CRA inherited two of these grants that had been approved. As a result, the CRA's position may have to be overlooked. The CRA could' then come up with a policy to research this for future appliCants. Mr. Fisher seconded the motion to allow discussion. · Chairman Finkelstein noted that if a future applicant already had a first and second mortgage on the property, the Board could amend the rules at that time. Right now, the CRA'has no rules. Therefore, the Board is requiring that a title search be done so that the CRA would have a first or second position. Mr. Fisher felt it would be .more realistic to require a third, fourth or fifth position, since many businesses already have first and second mortgages. He noted that the purpose of these grants was to attract small businesses and this requirement would deter many businesses by putting these types of restrictions on them. Mr. Hutchinson noted that to receive a grant, you must create jobs, and the lien would remain on the property as long as the job criteria is met, which is 20 months. Mr. Fisher inquired if the grants were for improving businesses. Chairman Finkelstein explained that the grants are not for construction improvements; the grant could be used for equipment and job creation. If the recipient of the grant receives the money and added four new employees and two month's later said business is slow and was getting rid of those four employees, they would still have the money if it was handled as suggested by Mr. Fisher. With the CRA lien on the property, the CRA would have the right to take back the $30,000 if they do not keep the jobs in place. That is the whole intent of the grant. This grant is not a CRA Program; it was inherited from the County. 3920 6 Meeting Minutes Continued Regular Community Redevelopment Agency ..Boynton Beach, Florida October 30, 2003 Mr. Fisher asked if the operator of the business could speak. Members did not think that this was relevant at this time. Mr. Fenton asked Vice Chair Heavilin if she would amend her motion to make the Board's position a third position and she said that she was not willing to do this.' .Vote Motion carried 4-1 (Mr. Fisher d/ssenting). Chairman Finkelstein asked the Board if they wanted the new regulations to apply to the application before the Board. Motion Mr. Fenton moved that the applicant, Boynton Seafood, Inc., Development Regions Core Grant contract adhere to the previously adopted motion of the Boynton Beach' CRA. Motion seconded by Vice Chair Heavilin. Motion carried 4-1 (Mr. Fisher dissenting). B. Consideration of the Arches Contract (Heard out of Order) Mr. Hutchinson reported that they went over the contract and there is a marked-up copy that they are going to read into the record. Chairman Finkelstein noted that they met with the applicant and many changes were made that will be read into the record. Mr. · Hutchinson distributed the documents to the Board. Nancy Graham' of BoyntOn Ventures I, LLC (The Arches) appreciated the time taken by the staff and the Chairperson to work with them and go through the documents. The changes that have resulted will clarify certain questions. Ms. Graham reported that they have no objections to the changes that will be read into the record. The changes were also reviewed by Attorney Payne, who agreed with all of them: Attorney Patrick Brown read the changes into the record as follows: pirect Incentive Funding AOreement · Page 2, the definition of"commencement,, has been changed by striking the words "of demolition and/or site work" that appears in two places. The words "vertical construction" would be substituted in place thereof. · Page 2, "Project Increment Revenue," the base year is 2003.and the base year number would be "$31,129." · Page 2, in the definition of "Public Improvements" the words "utilities to be dedicated to the public" have been stricken and the word "parking" has been added between the words "public" and "spaces" and a new exhibit has been added entitled "Delineation of Public Areas attached as Exhibit. C." A new exhibit will be prepared that will show the walkways and the public plaza. 3921 7 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 · Page 2, the definition for"Public Utilities" has been deleted. · Page 3, Section 4, the paragraph has been cleared up by changing the word "materially" to "substantially" and adding after the words "Public Improvements" - "or the number of commercial or public parking spaces." · Page 3, Section 4, the word "substantially" has been defined to mean "any change that would trigger a major site plan modification." · Page 3, Section 5, an outside limit on the time for construction has been set to two (2) years from the effective date of the agreement. · Page 4, Section 9, a sentence has been added at the end that reads "Provided, however, that if the CRA decides to borrow the money to fund the $2 million for the Advance Funding Agreement, the project increment revenues may be pledged for such debt." · Page 4, Section 10, "Advance Funding," after the words "advance fund" the words "a. portion of" the Project "Increment Revenues" have been added. · Page 5, I-n Section 13.2; wherever it states "Other Public Areas," these words will be deleted and the words "Public Plaza and Walkways" will be substituted. This will make it consistent with the exhibit. · Page 5, Section 13.2.1, "Exhibit C" has been added. Wherever the words "Other Public Areas" appear have been deleted and the words "Public Plaza and Walkways" have been substituted therefore. · Page 7, Section 16, the word ',Site" has been deleted. · Page 8, Section 18, "Assignment," a new sentence has been. added to read, "Provided, however, that any assignee hereunder shall assume all of the obligations of the developer under this agreement." · 'In Exhibit D, "Declaration of Restrictive Covenants .for Public Plaza and · Walkways" all the language in the Exhibit relating to useful life that was tied to an IRS Code provision has been deleted and in its place the words "thirty (30) years" from the opening of the project, will be added. · Exhibit D, the words "site plan" have been deleted and the Words "delineation of public spaces" will be substituted therefore. · Exhibit C, the words "useful life" have been deleted and the words "thirty (30) years" have been substituted on page 1 and 2 of the Exhibit. ADVANCE FUNDING AGREEMENT (UNDER DIRECT INCENTIVE PROGRAM) · Page 2, the same definitional changes were made to ."Commence" or "Commencement" to "Project Increment Revenue" and setting the base at $31,129. · Page 2, the definition of "Public Improvements" was changed in accordance with the earlier agreement. · Page 3, the definition for "Public Utilities" has been deleted. · Page 3, "Schedule of Values" the words "and then multiply that factor by the total costs for the parking garage to arrive at the allocation of the cost of public spaces to all spaces." 3922 8 Meeting Minutes Continued Regular Community Redevelopment Agency ...Boynton Beach, Florida October 30, 2003 · Page 3, "Soft Costs," the word "general" has been stricken and the words "and general conditions" have been added after the word "overhead." In the next line after the words "incurred during" the words "the construction of" have been added, as .well as the words "development of the" before the words "Public Improvements.'' · Page 4, the word "materially, has been changed to "substantially" wherever it appears. · Page 4, first paragraph, the words "the number of commercial o.r public parking spaces has been added after the words "Public ImProvements." · Page 4, the definition of "substantially" has been changed to "major site plan modifications." · Page 4, Section 5, "Commencement of Construction" has the same change. There is an outside date for commencement of two (2) years from the effective date. · Page 4, Section 6, the word "Project" has been added before the words "Completion Guarantee," wherever it appears. At the end of the first sentence the period .has been-changed to a comma and the following words 'have been added "and the CRA shall be named as co-beneficiary of such guarantee." · Page 4, Section 9, thirty days has been changed to ninety (90) days. In the same Section, fifth line, the following Sentences have been added: "The CRA shall have the right to have a third party consultant review the Schedule of Values and determine that the improvements referred to therein are as described in this Agreement and are reasonable. The CRA shall also have the right for a third party consultant t° approve the quarterly application' for disbursement." · Page 5, Section 13, the CRA Counsel will confirm that the $3 million loan does not pledge the $2 million cash that would be segregated. If it does pledge it, then Counsel will add language that will provide an exception for that amount. · Page 7, Section 18, the word "Site" in the fifth line has been deleted. · Page 8, Section 20, the same language under assignment that was added in the preVious agreement has been added to read, "Provided, however, that any assignee hereunder shall assume all of the obligations of the Developer under this Agreement." Vice Chair Heavil.in inquired if public parking was the first 167 parking spaces and Mr. Brown stated that this was correct. With regard to the $2 million set aside, Mr. Fenton asked if there was a ratio between soft and hard costs. Mr. Brown responded that there is a 25% add for all soft costs, including overhead, general conditions, architect fees, etc. This is stated on Page 4, Section 9 of the Advance Funding Agreement under "Method of Disbursement.'' Vice Chair Heavilin inquired how the 167 public parking spaces would be restricted. Mr. Brown stated that it would be cited in the restrictive covenant that it be open to the public on a first-come, first-serve basis and that it is exclusive to the public. 3923 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 Kevin Lawler of N-K Ventures responded that these would be the first spaces in the garage and the residential spaces will be above the public spaces and gated off. Vice Chair Heavilin noted that in the Direct Incentive Funding Agreement it provides in Section 13.1.3 on page 5 that public parking would be free to the public during a 10- year period. She was under the impression that this would always be public parking, and she was not comfortable with a ten-year limit. Mr. Lawler responded that when they made their application and presented it to the Board in May, they never committed that the parking would be free to the public in perpetuity. The funding that they asked for covers a portion of the parking and they are prepared to pay all the operating and maintenance costs for a 10-year period. However, after 10 years, they are asking for the right to charge, if the market permits it, in order to recover their costs of maintaining the parking. Mr. Fisher asked what the yearly costs would be to maintain the parking garage. Mr. Lawler stated that including all the costs, it would cost between $800 to $1,000 per space per year, which would be around $150,000 a year that they would be paying for during the first 1.0 years. He pointed out that it was important that the first floor of the garage be maintained to the highest standards since they have residents parking above it. He noted that the incentive funding does not' cover all the costs of the public area improvements. Chairman Finkelstein requested that Attorney Payne be allowed time to review the corrected documents and exhibits when they come back. Motion Mr. Fent0n moved to approve the Direct Incentive Funding and the Advance Funding Agreement, as amended today, with approval of the amendments and the addition of the required exhibits by Attorney Payne. Motion seconded by Mr. DeMarco and unanimously carried. VIII. Old Business Consideration of Approval of the Contract with the Owner's Representative (CRA) Firm Jonathan Ricketts, Inc. for the Boynton Beach Boulevard Extension, Promenade and RiverWalk Design/Build Project Mr. Hutchinson stated that staff has been working with Legal Counsel on Mr. Ricketts' contract, which was distributed prior to the meeting. The contract contains "not to exceed provisions" and allows the CRA to pick and chose services as needed. This would prevent as little oversight as possible. The contract.is based on an AIA Contract 3924 lO Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 and provides for broader definitions than the original contract. The insurance and indemnification issues have been worked out with legal staff. Mr. Fisher stated ~that if the three contracts were added together it would come to under $300,000 and asked if this in the budget. Mr. Hutchinson responded that the phasing has provisions and they are waiting for the costs analysis. He felt that by the next meeting they would have exact costs. Also, Mr. Hutchinson was not certain if they were going to need all the services contained in the contract. Chairman Finkelstein discussed the costs of the contract and the hourly rates. Mr. Hutchinson said that he spoke with Dale Sugerman, who thought the fees were very reasonable. Chairman Finkelstein asked where the 78 weeks came from in the .contract. Mr. Ricketts responded that all the timeframes listed in the outline are based upon their review of the CRA's contract with Burkhart COnstruction. Mr. RiCketts noted that the contract has a seven-day termination clause so that any time during the contract if the Board was not happy with services or the term of the project, they could terminate it. Chairman Finkelstein asked if the hourly rates were fixed and Mr. Ricketts responded that they were for the duration of the contract. .Motion Mr. Fenton moved to accept the contract with JOnathan Ricketts, Inc. Motion seconded by Vice Chair Heavilin and unanimously carried. IX. New Business A. Selection of Feasibility Study Team for Savage Creatures of Ancient Seas Attraction (previously heard) B. Consideration of the Arches Contract (previously heard) C. Consideration of the Business Genesis Program Chairman Finkelstein distributed a memo dated October 30, 2003 and he would like the Board to table this, as well as the launch program. Legal Counsel has recommended this. Mr. Fisher requested that Chairman Finkelstein elaborate briefly on this. Attorney Payne asked Chairman Finkelstein to report on the facts and she would report on the legal aspects. Chairman Finkelstein said that a call and complaint were received, as well as legal accusations, that the CRA does not own the project and-that somebody was hired to create the project. He further stated that a contract was signed and payment was 11 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 refused. They are now seeking payment based on the contract and an acknowledgement that it signed. He felt that if the Board moved forward with utilizing this project there could be some additional liabilities to the CRA and the fact that we are using a project that we do not own and have refused to pay for. Chairman Finkelstein said that he could'not furnish all the details because he just received this information today. He felt it was a significant amount of money. Commissioner Fisher asked for legal's input. Attorney Payne said that Chairman Finkelstein's statement was correct since they have been furnished with limited information. To be caUtious, since it is unknown where the claims will come from, she felt that if they moved forward with the event this weekend, they would be increasing their liability. If the CRA does not own the program, which is the claim at this time, as she understands it. It may not be true, but they have not had an oPportunity to speak with Mr. Hutchinson about this. Mr. Fenton asked for clarification on "own the program." Chairman Finkelstein explained that there is a claim that this program was created by someone else under contract. Mr. Fenton said that the Business Genesis Program had been discussed at their meetings several times and he had not been aware that this was an "owned" program. Mr. Hutchinson responded that this is just a claim and staff can respond to all this since there are extensive meeting notices and minutes; staff has done a great deal of work on this; and there are other witnesses. This is one of things where anybody can say anything and put a claim in. We will have to respond to it, which they are prepared to do. Mr. Fisher inquired if this was the consultant that the CRA was considering to hire for this program and Mr. Hutchinson responded affirmatively. He stated that they did not provide the required information, consulting or documents, and a contract to the CRA office. At .a certain point, staff let them go because they were unable to perform. Mr. Hutchinson thinks that this person already had a factoring company forward her money and she wants them to force our issue. By doing so, this would put pressure on the Executive Director to say okaY, let's do it. He said that this is not the case and he stands firm and has documents and other parties thatWill support his position. Mr. Fenton felt that the first paragraph of Chairman Finkelstein's memo contained serious allegations. Mr. Fenton asked what those were and by whom. Chairman Finkelstein said that the details Mr. Fenton was asking for were included in the memo. Attorney Payne noted that Chairman Finkelstein provided a brief explanation of the facts because he was the one who received the phone calls and the faxes today. Mr. Hutchinson responded that when the CRA let her go, which was done officially by email, because their own .consultants were fighting among themselves. There was no 3926 12 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton BeaCh, Florida --- October 30, 2003 problem until she had borrowed money against this and that company is now going after her to collect. Mr. Hutchinson said that he asked to see what signatures that they have of his. Attorney Payne pointed out that one document did contain Mr. Hutchinson's signature. He said that they are prepared to produce the exact dates and what happened and when these things were created. Mr. Fisher referred to the Saturday event and inquired how much of the Genesis Program was going to be roiled out at that event. Mr. Hutchinson stated that they were going to be doing a business survey of the businesses in the area. He further stated that the survey was developed in-house between Annette Gray and himself. They did not use any forms that were given to them. After that, they would evaluate the businesses interested in coming in over the next two months. A consulting Will be selected once staff determines what their needs are, which cannot be done until the results of the survey are known. Mr. Fisher inquired if the Saturday night community event at which a needs assessment was discussed and a questionnaire was completed, Would that make the CRA liable. Attorney Payne nOted that if the CRA "used her material," which she is alleging, and if the CRA did take, there could be liability, but if the CRA did not use her material, then there is none. Attorney Payne stated that if the CRA did take her material, the CRA has no right to use them at this time, assuming the allegations are true. Mr. Fisher Would like to cancel the event, without looking foolish, but also to prevent any possible liabilities on the CRA. If the event moved forward, he would recommend that the questionnaire be removed from the event and that the Saturday event would become a social event between the' CRA and the business community. Is this possible without increasing the CRA's liability? Attorney Payne stated that she did not know the details of the claim, but if the CRA did not use any of her materials, this would lessen the claim. She did nOt think that holding a social event would encroach on anything she would have done. Mr. Fenton said that he distinctly remembers being at the CRA office and he distinctly remembers the first order of business for Annette is that I am going to give her the Business Genesis Program and she would be putting it together. Mr. Fenton thought that this was a good management decision when Ms. Gray became Administrative Assistant. He had no idea until tonight that there was a third party involved. Chairman Finkelstein stated that no one on the Board knew this. However, in the claimant's documentation she claims that she hired September 2002 by Mr. Hutchinson. Mr. DeMarco inquired if there was anything in writing and Mr. HutchinSon stated that there was no contract.. Mr. Fenton noted that over 100 people have been invited to Saturday's event and he would like to go ahead without exposing the CRA to any legal implications. Mr. Fisher asked if the CRA's legal exposure is $9,000. Attorney Payne said it would not only be 3927 13 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 the $9,000, but whatever her work was worth on top of that. It would come down to what the questionnaire is worth and Attorney Payne did not think that a questionnaire could be worth that much money. Mr. Fisher recommended not handing out the questionnaire on Saturday. Mr. Fenton asked Ms. Gray to take the podium to present her point of view. Annette Gray, CRA Administrative Assistant, stated that they never got any survey from Lori's company. Chairman Finkelstein acknowledged this and noted that she refused to give Ms. Gray the questionnaire because staff refused to pay the invoice. Ms. Gray affirmed that she did not give them a survey and she did not give them an invoice. Mr. Hutchinson stated that she does not have a contract. Ms. Gray stated that it was she who designed the goals and program description with assistance from Mr. Hutchinson. What Lori did was spend time in trying to get the contract. Consultants have to put in legwork in order to be considered for a contract. She did that, and we had several meetings and what she turned, into staff was a proposed contract, which was redlined, edited and returned to her for corrections. Mr. Hutchinson said that the contract was unacceptable and in one and one-half-hours after that, she was terminated. The material you see in front of you was done after ail this happened. Ms. Gray said that She and Doug wrote the program and she was the one who got the sponsorship money for the program and she wrote the survey with Mr. Hutchinson. Ms. Gray stated that the only thing the claimant wrote was a proposed contract, which was not accepted and could not be accepted before' it was brought to the Board. Mr. Fisher questioned the use of the word "terminated" and if this person did not have a contract, how could she be "terminated." Ms. Gray said that "terminated" is probably an incorrect term. Mr. Finkelstein asked why staff signed an invoice agreeing to pay $9,000. Mr. Hutchinson said he did not think he signed the invoice with all the information on the page. Mr. DeMarco asked if there was anything else in writing furnished to the claimant and Chairman Finkelstein stated that there is an agreement signed by the Direct°r to pay $9,000 to a funding company where the claimant factored her invoice. Mr. Fenton asked Mr. Hutchinson if that was his signature and he said it was, but he is not sure that this was the document that he signed. Chairman Finkelstein noted that the fax cover sheet was the CRA cover sheet and stated "Acknowledgement and Invoice attached." Vice Chair Heavilin recommended not going any further with this until legal counsel has had an opportunity to. check into everything. She has concerns about Saturday night and Mr. Fisher was not comfortable 3928 14 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida with canceling Saturday night. He felt that this Would still provide the CRA an opportunity to build relationships with the community. Mr. DeMarco noted that City Manager Bressner was present tonight and asked if he had anything he would 'like to add. Mr. Bressner stated that this the first time he heard about this as well and he felt that the CRA could be facing a claim for "intellectual property rights" and is a separate issue. From the CRA's prospective, he felt that they should move forward with a genera. I/zed program and still hold the function on Saturday night, but felt that they should hold back on the questionnaire until the claims can be looked into. He suggested doing a type of meet and greet function and inform people that the CRA is working on a survey that will be distributed at a later date. Mr. Bressner also suggested that the CRA consider trademark or register the "Business Genesis Program" to protect the Program, if the CRA decides to move forward with it. Vice Chair Heavilin asked if Genesis they came up. with this nam was the CRA's name. Mr. Hutchinson said that that th~s entire ton =,-~ .... ~, but .they have not P ora.,, ~v~ ~ .... copyrighted it. Mr. Hutchinson stated' ,~ve~oped and wr/tten by internal with the assistance of business leaders in BODA and others over many months. He pointed out that this was discussed at several budget Workshops. Chairman Finkelstein if this was included in the budget workshops and money was set aside, but the Program was not approved and that is why he rec/uested it be on the agenda tonight because the CRA was having a launch Program for a Program that was not approved. He felt this was another reason they were in the hot seat, because they planned a Program, a launch party and invitations for a project and Program that Was never approved by the Board. He pointed out that just because something Was in the budget, did not necessarily mean that the money had to be spent for a particular project or Program. Chairman Finkelstein did not have a Problem with moving forward With event, since the event is being paid for by another entity, which Mr. Hutchinson confirmed. Chairman Finkelstein Stressed caution on what they Would do .at that.event, since it is not just a claim for intellectual Property, it is a claim for work Performed, whiCh the CRA agreed to pay for and did not pay. Mr. Hutchinson said that they COuld move forward with the Saturday event and have it sort of a "read/ness event," and people could be asked for their input. Mr. Fisher. asked if staff w ~_U!ch,nson stated that th,,,. ~o._uld...be showing ann. .... -~ . also was not comfortable moving forwa ..... pment informa+~^- L : · this time. Vice Chair Heavilin noted that the invitation does not mention a survey or roi with the Business Gen~..~'~oo/(. Mr. --.o r-rogram at questionnaire. Chairman Finkelstein pointed out that the invitation does-state "to the launch the Business Genesis Program." 3929 15 Meeting Minutes Continued Regular Community Redevelopment Agency October 30, 2003 Bo. ynton Beach, Florida .---- Mr. DeMarco stated that he had concerns that there are communication in writing between the claimant and the CRA and did not want to become involved in any type of legal situation at a future date. Chairman Finkelstein pointed out that Attorney Payne would be looking into all of this. Mr. DeMarco felt that the affair should move forward. Mr. Fenton pointed out that the Board is not terminating the Business Genesis Program, but is merely delaying it. Mr. Fisher moved to table the Business Genesis Program until the first available CRA meeting where legal has had an 'opportunity to confer about this particular issue. Motion seconded by Vice Chair Heavilin. Mr. Fenton requested that Mr. Fisher amend his motion to a time certain. Mr. Fisher did not. wish to amend his motion since the Board cannot determine when legal will be ready. Motion carried 5-0. Mr. Fisher moved to direct staff to cOntinue with the event scheduled for Saturday with the thorough 'understanding tl~at the Business Genesis Program is not part of the event. Motion seconded by Vice Chair Heavilin. Motion carried 4-1 (Mr. Fenton dissenting). Mr. Fisher moved to reconsider his motion to allow discussion. Motion seconded by Vice Chair Heavilin. ' Mr. Fenton asked what the invitation stated and was informed it read "to the. launch of the Business Genesis Program," yet we cannot talk about the Business Genesis Program. Mr. DeMarco did not want to have this motion on record. Mr. Fisher said that the reason his motion was that specific was that it was on the record that the CRA is not doing a Business Genesis Launch Saturday night. Mr. Bressner recommending referring to it as an emerging business development program for Boynton Beach and the CRA and talk around the issue, but not use the wording. There should be someone to speak about the business development opportunities and that a program such as this could develop, without giving it a name. He felt it was important that the program have S°me content. 3930 16 Meeting Minutes Continued Regular Community Redevelopment Agency .Boynton Beach, Florida October 30, 2003 Mr. Fisher requested that Chairman Finkelstein review the. agenda for the Saturday event. Ms. Gray said that she would edit the program and have it approved by Chairman Finkelstein. Mr. Fisher amended his motion to direct staff to ensure that the Chairman has an opportunity to see the updated program. Vice Chair Heavilin agreed to the amended motion. Vote The motion unanimously carried. The meeting recessed at 8:25 p.m. and reconvened at 8:35 p.m. D. Consideration of ACquisition Underwriting for Heart of Boynton Properties Mr. Hutchinson reported that the CRA has been working with the Development Department and neighborhood associations and is now ready to move forward' with some options. Referring to the map in the agenda packet on page 3862, Mr. Hutchinson pointed out the properties in "green" as properties being considered for acquisition. Chairman Finkelstein had a list of five properties in the area for acquisition, but since there were other properties as well, it made sense to purchase those properties also. Staff is asking the Board to utilize the City services through their procUrement and appraisal services and, if necessary, the City's power of condemnation' to acquire the "green" properties and the CRA would reimburse the City for all costs incurred. Secondly, there is a series of properties that staff would like to haVe appraised in order to determine 'what the market rate of assembling properties would be in the area. They are not prepared to do anything further with these properties, other than ascertaining their property values. Vice Chair Heavilin inquired if the Urban Group would handle this. Mr. Hutchinson said that Mr. Greene's office would utilize the process they have in place. Mr. Fisher recommended letting people in the audience speak first. David Zimet, Boynton Beach Faith Based Community Development Corporation, 2191 North Seacrest Boulevard, understood that there would not be an RFP to do an accumulation process, which is commonly done by CRAs. Mr. Zimet' appreCiates it being done in this manner. He is present to speak on behalf of his Board and R.M. Lee CDC as well. He was excited about seeing development come to the Heart of Boynton and is interested in seeing that things proceed as smoothly as possible. He Would like the CRAto do the best job possible for his communityl He had concerns about how the development process would proceed and how the CRA would be able to select the best 3931 17 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 developer. He also questioned whether it was too late for developers to approach the CRA with proposals. He would like to have some guidance and clarification. Reverend Clarence Ellington, Executive Director of the R.M. Lee CDC, had the same concerns as Mr. Zimet. He would like assurances that the people are taken care of and to insure that the residents have an ownership in their community. He pointed out that a lot of studies and meetings have taken plaCe over the past two' years seeking community input. He would like to see the input used in the development of the plans for the Heart of Boynton. Mr. Fisher inquired if the Board was being asked to purchase properties that were available at this time. Chairman Finkelstein said that this has been approved previously; there is money in the budget to buy these particular properties; and to date nothing, has been bought. He thinks this is a CRA project and the City has been coming to the CRA on how this would be done. The CRA would .do the MLK commercial area and the City would do the residential portion, along with the Section 108 loan from the Federal Government. He pointed out that usually other CRAs purchase the property, accumulate it, and then go out for an RFQ or RFP to put together projects, referring .to Delray Beach's award winning Atlantic Grove project. Chairman Finkelstein asked why the CRA would consider purchasing the two pieces of properties that are part of the "buy/condemn now" category since it is not near the core' area. Mr. Hutchinson responded that these two properties are for sale. Chairman Finkelstein questioned the wisdom of appraising the entire neighborhood. He is unaware of the costs associated with doing this and if they have money budgeted. There is $500,000 available to purchase specific properties, but it appears that they are not coming up with a concerted plan to get this going. Chairman Finkelstein brought this up to Mr. Greene and Mr. Hawkins sometime ago, and he was not certain if this project should be given to the City staff. He felt that there are certain planning steps that need to be done to make it come to fruition. Chairman Finkelstein noted that there is the Heart of Boynton Plan and this Board needs to decide if the properties are going to be acquired one way or another; put the plan together; and move forward. He felt that nothing was being accomplished, and he would like to move forward with the purchase of the properties. He was uncertain why the properties on the map in "blue" were to be "appraised only" and why would so much property be needed. In summary, Chairman Finkelstein felt it was a CRA project, they should start working with the people to purchase the property, but there needs to be a plan to show people why the CRA is buying the property and what the CRA intends to do with it after it is purchased. 3932 18 Meeting Minutes Continued Regular Community Redevelopment Agency Bo.._..[ynton Beach, FlOrida -- __ October 30, 2003 Mr. Hutchinson responded that some of the "green" properties might be unwilling sellers, which means that titles would have to be split between the City and the CRA because the CRA does not have the power of condemnation. Attorney Payne stated that the City would deed the property over to the CRA since the CRA is paying for them. Mr. Hutchinson pointed out that many of these parcels would become City property. Mr. Fenton pointed out that a City park was not part of the original plans and was never discussed. Now the CRA is being asked to pay for condemnation of properties that the CRA did not want in the first place. Mr. Fenton was not in favor of using CRA money for condemnation of private residences. Mr. Hutchinson stated that they should have these properties appraised for the next stage, of assembly, Even though the area is big, it would still be less than 10 acres that would trigger a major comprehensive plan. Also the CDCs may be included in the entire project, and they are looking at multiple projects in that area. Mr. Hutchinson pointed out that there are many property owners in that area that do not wish to sell and want to be part of the new development. He would like to see a program that would allow these people to be part of the new development. This cannOt be done until the appraisals have been done. Staff had a problem understanding how title could be transferred if some properties were City owned and others were 'not. Legal was consulted on this, which took six weeks, and staff is now comfortable with moving forward using either option. Mr. Fenton asked what the City has done over the past two years regarding this project and questioned if anything has been accomplished. Kurt Bressner, City Manager, said that the City has been waiting for a deciSion from the CRA regarding the "green" parcels and 'pointed out that was before the CRA Board previously and there has been no action taken with regard to moving forward. Chairman Finkelstein responded that the Board did take action, and Mr. Bressner inquired what that was. Chairman Finkelstein stated the consultants were informed to buy the property and that funds were put aside to purchase the property. Mr. Fisher asked why the properties were not purchased. Mr. Hutchinson stated that there is a logistics problem, depending upon the type of projects and how they are assembled. Mr. Bressner requested to address this. He noted that there has to be a systematic approach to purchasing the property. Regardless of the colors on the map, he felt that appraised values for these properties needed to be established. The Original approach to acquiring the commercial properties east of Seacrest was okay and will probably develop as a mixed-uSe combination of commercial, residential, institutional, and 3933 19 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 religious. In conversations with the CRA staff, the City is trying to come to terms with trying to get an assemblage of property or an area of interest. By approaching it this way, it would give the CRA and the City an opportunity to move forward in a more systematic way to .acquire land. With this approach, the CRA and the City could then move forward with more in-depth conversations with the stakeholders and determine the level of involvement they want to have in a project, if one develops, Mr. Bressner said that the City was willing to take the entire project on and would ask the CRA to support the concept of turning it back over to the City. Chairman Finkelstein inquired who would be in charge of the project. Mr. Bressner responded that it would probably be Dale Sugerman, who has established an effective relationship with the Urban Group in terms of getting things done. Chairman Finkelstein pointed out-that everything the City was asking the CRA to do was started and has been in progress for over a year or two. They had conversations with the Urban Group; staff was meeting with all the property owners in the area; and the property owners were hooked up with the developers; and the City should have all this information. Mr. Bressner was not certain whether appraisals were authorized by the. CRA. Chairman Finkelstein responded that appraisals were approved for these specific properties and funds have been earmarked for them. Mr. Hutchinson responded that they asked the Urban Group to make sure that all sellers were willing and some people indicated that they had not been-contacted by them. Chairman Finkelstein noted that there was confusion with the Urban Group that stated they did everything.they were supposed to do, but the chart' they fumished the CRA indicated that they could not contact many of the people. Mr. Bressner said that he initiated this because he was waiting to see the appraisalS and they never came. He did not remember the Urban Group getting appraisals for the properties. Chairman Finkelstein acknowledged that they did not get appraisals for all these properties. Mr. Bressner pointed out that under the City's rules and regulations, as City Manager, he has the ability to authorize the appraisals. He also does not recall specific authorization coming back to the CRA for specific appraisals for specific properties that are marked in green. Chairman Finkelstein inquired, since the property owners in "blue" were contacted, what was their response. Mr. Hutchinson said that they have talked to many of the people in phase 1, "blue," and many are ready to remain and some wish to be bought out. Mr. Hutchinson said that he is not ready to offer to purchase any proPerties until he knows what the appraised value is of those properties. Chairman Finkelstein inquired why the CRA could not go out now and purchase the properties of the people who indicated they wanted to sell. Mr. Hutchinson said again that appraisals must first be done. Chairman 3934 20 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 Finkelstein recommended putting these properties under :contract, subject to the appraised value and Mr. Hutchinson said if he was directed to do so by the Board, he would. ' Mr. Hutchinson inquired how you can determine which properties would be taken .by condemnation and which ones would not. Attorney Payne said that the title issues Could be worked out between the City and the CRA. Further, Attorney Payne stated that the City and the CRA can transfer title to each other at any time, and for any reason. Mr. Hutchinson felt that if the CRA wanted to do this it would probably result in hit and miss properties. He pointed out that there are Board members that haVe strong opinions on this and he works for the Board. Chairman Finkelstein said that they would give Mr. Hutchinson that direction once the Board understands what he is trying to accomplish. Chairman Finkelstein still felt that this was a CRA project, but if the Board wanted the City to do it, he would go along with that. Mr. Hutchinson said that he has received all the direction he needs, except for the condemnation. Chairman Finkelstein pointed out that the Board could not do condemnation. Mr. Bressner noted that the Board is not in a position to make a recommendation for eminent domain until it is known that the property is not for sale. At that point, the Board would have to make a decision on a Case-by-case basis to recommend eminent domain to the Commission. Mr. DeMarco recalled that several months ago, the Board was having problems with getting appraisals and the associated costs. What this Board did was to tighten up the ship and not go all over town to get appraisals because of the costs. Mr. DeMarco said that it was up to this Board to give some' direction to staff on getting these appraisals done. Mr. DeMarco felt that they should proceed in purchasing some of the properties that are Willing sellers. Mr. Bressner said that he would lend the City staff to the CRA to work with the consultant to pursue the acquisition of the parcels of property the CRA would like to purchase. Mr. Bressner pointed out that the CRA is swamped with work, and he felt that by allocating City staff, this would expedite things. When the appraisals are done, they can be brought to the Board for a decision. M-r. Hutchinson stated that staff also needs direction on Which side of Seacrest to proceed. Chairman Finkelstein said if there was not enough CRA staff, it might be best to consider hiring additional staff. Mr. Fisher inquired if the "green" properties were for sale. Mr. Hutchinson responded that some are for sale or they have been identified as high priority for acquisition. Chairman Finkelstein explained that money has been set aside to purchase property at the intersection of MLK and Seacrest and now the Board has to make a decision as to whether itwants to reverse its decision not to land bank. 3935 21 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 Mr. Fenton is not in favor of condemning property and forcing people to move out of their homes. He felt that people should be allowed to live in their homes, and 'he was against allocating any money for eminent domain and/or condemnation. Mr. Fenton felt that when Mr. Greene and Mr. Hawkins were at a previous meeting, that this was moving forward. Mr. Hutchinson stated that a Section 108 loan had been applied for to cover relocation costs. Mr. Bressner pointed out that this was for the residential properties on the west side of Seacrest Avenue and is a separate project that the City is working on.. The HUD loan only applies to acquisition of those properties, Chairman Finkelstein stated that they were informed that the HUD loan was being used for relocation of residential properties in the Heart of Boynton.. Mr. Hutchinson said they cannot assemble a project by picking up these properties piecemeal. Also, there is a park area that might need to have some help, and they have to make a commitment to that as well. Mr. Hutchinson stated that he has not been given absolute direction on how to proceed on which properties the Board wants to have appraisals for. Chairman Finkelstein recommended moving forward with a section that has a proposed development. Mr. Fisher pointed out that neither this Board nor the City Commission favors condemnation. It has to be looked at on a case-by-case basis and the overall focus must be what is best for the entire area, not just one block. Chairman Finkelstein noted that the Board was going to take the MLK area and the Board needs to live up to this promise. Chairman Finkelstein agreed with Mr. Bressner that the properties that are available should be purchased. This is a project for the people who live in the Heart of Boynton. Chairman Finkelstein noted that the Board earmarked an area from the railroad to Seacrest and then from 9th through 11th as the area they would concentrate on. They should go into this area and purchase what they can and move forward. If there were a few holdouts, then those properties would probably have to be taken. Mr. Fisher said that this dialogue could continue all night, but it is October 30th and the Board needs to decide on how they want to move forward. Does the Board want to focus on the "green" properties and direct staff to go out and obtain a contract for each of the 17 "green" properties for November 30th? Chairman Finkelstein would like staff or whoever to go out and speak with the property owners who have already indicated that they want to sell, regardless if the properties were "green" or "blue." Mr.. Fisher was agreeable with this and recommended that they should go out and get contracts and appraisals for property that has been identified as being for sale within the targeted area. Mr. Hutchinson said that he is going to have to be authorized to try to negotiate prices and then bring them back to the Board. He would like to know how the Board wants to handle this. Does this Board want him to get a contract and then obtain appraisals? 3936 22 Meeting Minutes COntinued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 The City does it the other way around; they get the appraisals and then write the contracts. Chairman Finkelstein noted that Mr. Hutchinson informed the Board that he had people who were willing to sell based on appraisals. Chairman Finkelstein said that these people should be wrapped up immediately with a contract, subject to the appraised value. The Board would approve the contracts; staff will obtain the' appraisals, and then close on the property. Mr. Hutchinson said he could do this. Mr. Hutchinson did. not want to purchase these properties on a hit and miss basis. He asked the Board how they wanted him to move forward with the acquisition. Mr. Bressner suggested that the area from NE 1st Street extending north, and behind St. John, everything west of that in the "blue" area, plus the "green" should be the first area of concern. This is the first area in the Heart of Boynton Plan that was identified as a potential development area. Mr. Bressner suggested expanding upon Mr. Fishe.r's comment about just doing the "green" and suggested that they move in on the area generally west of NE 1st Street, as extended, to NE 9~ Avenue. Chairman Finkelstein informed Mr, Bressner that the Board has already approved this. Vice Chair Heavilin felt that the Board needs to decide that it is going to take on this project and to-land bank proPerties. Mr. Fisher inquired if a motion would be necessary, and Chairman Finkelstein said that a motion was needed. Mr.' Hutchinson' requested that the phase 1 area be defined. Mr. Hutchinson inquired whether the Board wished to address the property acquisitions on the west side of Seacrest and that he needed clear direction in this area. Chairman Finkelstein said that this would be included in the motion. Motion Mr. Fisher moved to direct the CRA to land bank within the Heart of Boynton. Motion seconded by Mr. DeMarco. Vice Chair Heavilin felt that the mOtion should be more specific and Mr. Fisher pointed out that the motion is only to land bank in the Heart of Boynton. Chairman Finkeistein stated that the next motion woUld be more specific. This vote will give the CRA an opportunity to purchase certain substandard lots. Mr. Bressner suggested that the subsequent motion should reference the October 7, 2003 memorandum and to focus in on that as a priority Within the areas depicted in "green" on the exhibit, plus the area that is generally located west of NE 18t Street along the MLK Boulevard. This could also include the "blue'' parcels on the west side of Seacrest. 3937 23 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 Mr. Hutchinson further requested that the motion include that he have the authorization to bring a contract with a price to the Board, pending the Board's approval for purchase. Vote The vote on the motion was unanimous. Motion Vice Chair Heavilin moved that phase 1 acquisition by the CRA in the Heart of Boynton would include the properties immediately west of. Seacrest, j~reviously identified; properties along Martin Luther King, Jr. Boulevard, west of NE lStStreet; running from NE 9th Avenue to NE 11th Avenue. Mr. Fenton pointed out that NE 1st Street does not go through and Mr. Finkelstein recommended adding "contiguous properties south that front on Martin Luther King, Jr. Boulevard." Mr. Fenton stated that if you go up using a straight line it would give the CRA more properties, and Mr. Bressner stated that waS his intent. Mr. Bressner suggested changing the motion to include "beginning at a point at the northwest corner of NE 1st Street and NE 9~ Avenue, thence north a certain distance. Chairman Finkelstein said that this was not neceSsary and could merely state "continuing directly north to NE 11th. Vice Chair Heavilin restated her motion as follows: Motion ViCe Chair Heavilin moved that the CRA start acquiring properties in the Heart of Boynton, Phase 1, being commercial properties on the west side of Seacrest as previously identified; properties along the Martin Luther King, Jr. Boulevard extending from a corner of NE 9th Avenue and NE '1st Street, due north to NE 11th Avenue with the initial properties to be those identified as available for purchase. Motion seconded by Mr. Fenton and unanimously carried. Vice Chair Heavilin stated that the Board still has to give staff direction with regard to the appraisals. Chairman Finkelstein stated that the Board must also give direction as to who is spearheading and funding the project. Vice Chair Heavilin recommended that the Board accept the City Manager's offer of a volunteer. Mr. Fisher would like the CRA to maintain control, but will utilize City staff. Motion Vice Chair Heavilin moved that the CRA request that City staff provide the necessary assistance in the acquisition process, as outlined by the CRA. Motion seconded by Mr. Fisher and unanimously carried. 3938 24 Meeting Minutes Continued Regular Community Redevelopment Agency ,Boynton Beach, Florida October 30, 2003 Mr. Bressner referred to the "green" parcels east of the designated area and Chairman Finkelstein thought the land bank motion covered this. Mr. Fisher said that they should be specifically addressed. Mr. HUtchinson said that some of these properties are not for sale. Vice Chair Heavilin inquired if these properties are not for sale and not immediately adjaCent to phase 1, why should the Board be concerned with acquiring these properties now. Vice Chair Heavilin suggested making a motion that in addition to phase 1 that the CRA acquire the properties identified as "green" on the map. Mr. Hutchinson stated that the four properties on the right would be used for right-of-ways and this should be done now so that they can start planning for the streets and utilities. Mr. Fenton felt that the Board should concentrate on phase 1 for now. Mr. Bressner said that he would look into the four parcels on 9~h Avenue. Motion Vice Chair Heavilin moved that .in addition to the Phase 1 that has been previously identified that the CRA purchase any other available parcels along the MLK Boulevard. Chairman Finkelstein requested that'Vice Chair Heaviiin amend her motion to include "should other parcels come available, north of NE 9th, west of the Florida East CoaSt Railway and south of NE 1'1th that the CRA'Would entertain the purchase of those parcels." Vice Chair Heavilin amended her motion to include Chairman Finkelstein's recommendation. Mr. Fisher seconded the motion and carried 4-1 (Mr. Fenton dissenting). Mr. Bressner inquired if the Board was going to authorize the Director to get appraisals as necessary. Mr. Fisher stated appraisals would be obtained for properties that are for sale and willing sellers, which was included in Vice Chair Heavilin's motion. Vice Chair Heavilin stated that her motion did not. include appraisals. She felt that they should go to contract, subject to appraisals, ratherthan do appraisals first. Mr. Hutchinson inquired how he was to handle property owners that wanted to stay and the CRA wanted to purchase their Properties. Mr. Bressner said that this was a separate isSue. Mr. Hutchinson said that he would bring back an inventory of the status of each of the properties and pointed out that there are different appraisals for different kinds of properties. Vice Chair Heavilin inquired'if the CRA could use the 108 funds for purchasing Properties. Mr. Bressner stated that a policy decision needs to be made as to whether the CRA, in dealing with residential property, wants to adopt the Federal Uniform Relocation Act requirements and whether federal funds would be used. Once the Board 3939 25 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October '30, 2003 determines this, regardless of where the funds come from, the Board could deal with this issue. Mr. Bressner said that the money from the 108 program would not be available until at least March of 2004. He did point out that many CRA agencies have some kind of uniform relocation policy and he thinks this is something the Board should have. Chairman Finkelstein recommended that they follow those guidelines. Vice Chair Heavilin inquired if the CRA would have to do this separate from the City. Mr. Bressner said that in order for the CRA to use those funds, the CRA would have to work with the City. He stated that the City is pledging a portion of their future Community Block Grant funds as a surety for the bond issue that will be funded to get the lump sum cash for the 108 program. Mr. Bressner thought, however, that if the CRA pledged increments, they might be able to participate in the City'S 108 program, and they would work with the CRA on this. He would be agreeable to talking to HUD about this. Chairman Finkelstein said that he looked into this and it is available. Chairman Finkelstein noted that the CRA took out a $3 million loan for land acquisition that is available. Mr. Hutchinson reported that the CRA has an additional $453,000 that could also be used for other projects. Vi.ce Chair Heavilin asked Mr. Hutchinson if he needed any further direction tonight and he stated that the motions are clear, and he was pleased to receive backing from the Board in order to move forward. Vice Chair Heavilin asked if an update would be available at the next Board meeting. Mr. Hutchinson felt that he could have the tax values for the next meeting. Chairman Finkelstein said that he has this information available. Mr. Fisher requested that beginning the first of the New year that the Heart of Boynton become a bigger focus of the CRA. He would like the Board to get together with the two groups and do another tour of the Heart of Boynton area. Chairman Finkeistein also recommended that a workshop could be held as well. E. Consideration of Request for Appraisal on Phase 1 Redevelopment Properties in the Heart of Boynton Area (previously discussed) F. Consideration of waiving the title work for Boynton Seafood, Inc. Development Regions Core Grant Contract {previously discussed) G. Consideration of a proposed amendment to the existing contract with Kimley-Horne Mr. Hutchinson requested that Item G be removed from the agenda. Staff will bring this item back to the Board in .November. 3940 26 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida Motion October 30, 2003 'Commissioner Fisher moved to remove Item G (Consideration of a proposed amendment to the existing contract with Kimley-Horne). Motion seconded by Mr. DeMarco and unanimously carried. H. Recommendation of members to be selected for the CSC Committee to review the Financial AdviSory Services RFQ Mr. Hutchinson said that staff is recommending several people for the selection committee to review the RFQ for a financial advisor. With bigger projects coming in, these services will be important and will have an effect upon the TIF. Chairman Finkelstein noted that only two responses were received. Motion Vice Chair Heavilin moved t° approve the staff recommended CSC Committee. Motion seconded by Mr. Fisher and unanimously carried. I. Consideration of Rescheduling the CRA November Board Meeting due to tl~e Holiday Mr. Hutchinson announced that the next Regular Meeting would be held on Thursday, November 20th in the Library at 6:00 p.m. Mr. Hutchinson said'that he would be speaking with the Clerk's Office to discuss reserving the Chambers on the third Thursday of each month in the event a second-meeting is necessary. XI. -Board Member Comments None XII. Legal None Xlli. Other Items None XIV. Future Agenda Items A. Consideration of special pilot program for Police Patrol in Heart of Boynton and the CBD B. Consideration of pilot program for trolley service in the CBD 3941 27 Meeting Minutes Continued Regular Community Redevelopment Agency Boynton Beach, Florida October 30, 2003 C. Marina Parking Garage Expansion D. Consideration of Securing Surface Parking Rights XV. Adjournment There being no further business, the meeting properly adjourned Respectfully submitted, at 9:55 p.m. Barbara M. Madden Recording Secretary (November 3, 2003) 3942 28 ' 'MEMO TO: CRA Board FROM: Susan Vielhauer SUBJECT: Financials DATE: November 12, 2003 Linda Dufresne & Associates CPA, which the CRA has contracted with to perform our annual audit, performed their preliminary work on November 4th and 5th. Staff will have a preliminary report from the AUditors by December 2003. We received $4,388.02 in interest from the Money Market Account this month. The CRA paid out two payrolls in the month of October along with October and November Health Insurance payments and Rent payments. Accrued Liabilities include Accrued Salaries of $448.39, Accrued Payroll Taxes of $4,573.25 and Accrued Health Insurance of ($306.20) for a total of $4,715.44. The CRA paid $16,000 to the RMPK Group for Task #2 Analysis and #3 Concept Plan completions for the Boynton Beach Plan Contract. The CRA also paid $391.60 in reimbursable expenses. The CRA contracted with Jack of Arts for the development of the CRA logo, letterhead, brochure covers, information package, and brochure. The CRA logo designs will be presented to the CRA Board in December. The CRA also contracted with Jack of Arts. for the design and creation of the CRA Web Site and Design. Deposits were placed on both contracts. 3943 Innovative Window, Inc., our first Regions Development Grant, has submitted their first invoice for reimbursement for 31% of the project. Staff submitted their reimbursement request to the county and has since received the funds. Three Staff and four CRA Board members attended the FRA Conference held in Tampa, Florida. The CRA and City of Boynton Beach had several members speak at the conference. 3944 ASSETS -' Community Redevelopment Agency of Boynton Beach Balance Sheet Government Funds October 31, 2003 Total Community Redevelo men~ Cash and Cash Equivalents Receivables Prepaid Expenses Inventory Fixed Assets Real Estate Relax Inn RiverWaik / Promenade / BBB Extension RiverWalk / Promenade / Land MLK Accumulated Depreciation- Fixed Assets Work in Progress Assets Relax Inn RiverWalk / Promenade / BBB Extension RiverWalk / Promenade / Land MLK Total Work in Progress Assets Furniture / Equipment Accumulated DePreciation-Fum./Equip Total Assets LIABILITIES AND FUND BALANCES Liabilities: Accounts Payable Accrued Liabilities Note Payable Total Liabilities Fund Balances: General Fund Change in Fund Balance Total Fund Balances Total Liabilities and Fund Balances 5,125,324.76 $ $, $ $ $- $ $ $ 886,135.30 116,674.22 283,871.49 3,400.00. $ 15,550.46 $ (2,017.18) $ 6,428.,939.05' $ $ 4,715.44 2,752,345.10 2,757,060.54 3,742,189.87 .(70,311.36) 3,671,878.51 6,428,939.05 3945 INCOME STATEMENT October 31, 2003 -:'Revenue Tax Increment Funds Tax increment Funds: Total Tax Increment Funds City Funds City Transfer Funds Total City Funds Grants, Project Reimbursements Grant Funding Total Grants and Projects Interest Income Interest Income Total Interest Income Other Income Other Income Total Other Income Total Sources of Funds Current $0.00 20.00 20.00 ~o.oo $o.oo 20.00 $4,388;02 $4,388.02 $o.oo $0,00 $4,388.02 YTD $0.00 $o.oo $o.oo 2o.oo 2o.oo $o.oo $o.oo $o.oo $o.oo 20.00 2o.oo Current Total $0.00 $o.oo 20.00 $o.oo 20.00 20.00 $4,388.02 $4,388.02 $o.oo 2o.oo $4,388.02 3946 · -Debt Service Debt Service Principal Payment Interest Expense Payment Debt Issue 1 Sinking Fund Issuance Cost Total Debt Service Program Expenses Web Site Updates / Expansion Printing & Promotional Programs Police Programs Transportation / Trolley Festivals / Events / Bus. Programs Facade Grant Program Economic Incentive Program · Miscellaneous Programs Total Program Expenses Project Expenses Riverwalk/Promanage Project HOB Commercial / Improvements Way-Finding Signage Marina Parking Garage CBD Parking Site Savage Creatures Complex Miscellaneous Projects Total Projects Expenses General & Administrative Salaries & Contract Labor Payroll Tax Disability Retirement 457 Plan Workers Compensation Health Insurance Life Insurance Professional Fees - Audit Professional Fees - City Staff Professional Fees - Contracted Services Professional Fees - Legal Professional Fees - Maint. & Cleaning Professional Fees - IT Support Rent Expense Telephone Expense Electric Expense Equipment Leases Office Leasehold Improvements Property/General Insurance Bonding Insurance Professional Insurance Promotional/Business Meeting CRA Meetin / Presentation Association Meeting Seminars INCOME STATEMENT Uses of Funds Current YTD $0.00 $o.oo $o.oo $o.oo $o.oo $o.oo $0.00 $o.oo $o.oo $o.oo $o.oo $o.oo $9,950.00 $o.oo $o.oo $o.oo $942.24 $o.oo $9,750.00 $o.oo $20,642.24 $0.00 $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $0.00 $o.oo $o.oo $o.oo $o.oo $o,oo $o.oo $o.oo $2o,515.93 $1,074.07 $132.o2 $o.oo $o.oo $1,971.94 $o.oo $o.oo $537.33 $18,391.60 $2,163.44 $34o.oo $647.50 $2,240.00 $480.11 $190.21 $59.25 $o.oo $o.oo $o.oo $o.oo $178.7o $148.62 $20.00 $2,967.63 3947 $0.00 $0.00 $0.00 $0.00 $0;00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 '$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo Current Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $9,950.00 $0.00 $0.00 $0.00 $942.24 $0.00 $9,750,00 $0.00 $20,642.24 $0.00 $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $o.oo $20,515.93 $1,074.07 $132.02 $0.00 $o.oo $1,971.94 $o.oo $o.oo $537.33 $18,391.6o $2,163.44 $340.00 $647.50 $2,240.00 $48o.11 $19o.21 $59.25 $o.oo $o.oo $o.oo $o.oo $178.7o $148.62 $20,00 '$2,967.63 Mileage & Delivery Serivces _.-- Car Allowance Director Office Supplies Office Expense Office Equipment/Furniture Licenses, Fees, Permits Membership, Subscriptions Books & Publications Advertising Expense Career Development Office Printing Miscellaneous Interest Expense Depreciation Expense Total General & Administrative Total Application of Funds Fund Sources in Excess of Application INCOME STATEMENT Current $o.oo $276.92 $580.30 $33.15 $o.oo $20o.00 $621.85 $o.oo $o.oo $286.57 $o.oo $o.oo $o.oo $o.oo $54,057.14 $74,699.38 ($70,311.36) YTD $o.oo $o.oo $o.oo $o.oo $o.oo $o,oo $o.oo $o.oo $o.oo $o,oo $o,oo $o.oo $o.oo $o.oo '$o,oo $o.oo $o.oo Current Total $o.oo $276.92 $58o.3o. $33.15 $o.oo $2O0.00 $621.85 $o.oo $o.oo $286.57 $o.oo $o.oo $o.oo $o.oo $54,057.14 $74,699.38 ($70,§11.36) 3948 REVENUES lnterest Income SunTrust Bank Interest Total interest Income TOTAL REVENUES EXPENDITURES Salaries Expense Douglas Hutchinson Douglas Hutchinson DougJas Hutchinson Susan Vielhauer Susan VieJhauer Annette Gray Annette Gray Garine Ghazadan Garine Ghazadan Total Salaries Expense Payroll Tax Expense 941 Deposits Total Payroll Tax Expense Health Insurance Expense Aetna Aetna American Dental Plan Total Health Insurance Expense Life Insurance Expense STATEMENT OF CASH FLOWS $ 4,388.02 2,305.58 2,305.58 3,233.27 1,452.57 1,452.57 1,312.22 1,312.22 404.46 911.54 -$ 4,308.56 $ 1,2O2.10 1,202.10 38.22 $ $ 4,388.02- 14,690.01~ 4,308.56 2,442.42 October 2003 $ 4,388.02 Total Life Insurance Expense ST/LT Disability Principal Financial Group Total ST/LT Disability Professional Fees - City Staff City of Boynton Beach City of Boynton Beach Total Professional Fees. City Staff Professional Fees - Contracted Kimle¥-Hom Associates RMPK Group Total Professional Fees- Contracted Professional Fees. Legal Goren, Cherof, Dood¥ & Ezrol PA Total Professional Fees- Legal' Professional Fees. Maint. & Cleaning Green Team Pest Control Stiles Landscaping Cleaning Systems Inc. Total Professional Fees. Maint. & Cleaning Professional Fees - 13' Support Carillon Financials Corp. Total Professional Fees - IT Support 3952 $ 132.O2 $ 136.61 $ 400.72 $ 2,000.00 $ 16,391.60 $ 2,163.44 $ 20.00 $ 170.00 $ 150,00 $ 647.50 132.02 537.33 18,391.60 2,163.44 - 340.00 647.50 Rent Expense Gene Moore rent for Oct Gene Moore rent for Nov Total Rent Expense Electric FPL FPL Total Electric Expense Telephone Cingular Wireless Bell South FDN Communications Total Telephone Expense Car Allowance Director Douglas Hutchinson Total Car Allowance Director Promotional / Business Meetings America Express SunTrust Total Promotional / Business Meetings CRA Meeting/Presentation Petty Cash- CRA Presentation of Feasible Study Total CRA Meeting / presentation Association Meeting ULI Young Leaders ULI Total Association Meetings Seminars Hyatt Regency Tampa Jeannie Heavilln Per Diem Alexander Demarco Per Diem, Hotel, Mileage, Tolls Larry Fin'kelstein Per Diem Annette Gray Per Diem Michelle' Hoyland Per Diem ~, Douglas Hutchinson Per Diem Petty Cash Tolls, Book for conference Susan Vielhauer Per Diem Total Seminars Mileage & Delivery Federal Express Total Mileage & Delivery Licenses, Fees, Permits Bank Fee - will be reimbursed by bank in Nov. Department of Community Affairs Total Licenses, Fees, Permits Membership, Subscriptions The Business Journal The Palm Beach Post The Chronicle of Philanthropy Urban Land Institute Total Membership, Subscriptions Career Development Expense 3953 Fred Pryor Seminars Sun Trust- Affordable Housing Conference Total Career Development Expense $ 1,120.00 $ 1,120.00 $ 190.21 $ 2O8.69 $ 68.21 $ 220.00 $ 191.90 $ 276.92 $ 51.59 $ 127.11 $ 148.62 $ 15.00 $ 5.00 2,085.00 49.00 518.33 49.00 61.00 49.O0 61.00 34.30 61,00 $ 257.01 $ 25.00 $ 175.00 $ 75.95 $ 101.40 $ 69.50 $ 375.00 $ 198.00 $ 88.57 $ 2,240.00 $ .398.90 $ 480.11 $ 276.92 $ 178.70 $ 148.62 $ 20.00 $ 2,967.63 $ 257.01 $ 200.00 $ 621.85 $ 286.57 Office Expense Petty Cash - Office Supplies America Express - Water, CRA Board Supplies Aqua Springs & Coffee America Express - Water, CRA Board Supplies Total Office Expense Office Supplies American Express - Postage for Meter Office Depot · · Office Depot Hand Stationers Total Office Supplies Equipment Leases Pitney Bowes, Inc Imagistic Total Equipment Leases Principal and Interest Payment (Loan) Total Principal and Interest Payment (Loan) Festivals / Events/Bus. Pro/Banners Premier Party Rentals Sponsorship Total Festivals / Events/Bus. Pro/Banners O Eco. Business Development Grant Match Innovative Window ConCepts Core Grant Palm Beach County Reimbursement Total Eco. Business Development Grant Match . Web Site Expansion/Update Jack of Arts-Logo & Graphics Jack of Arts-Web Site Total Web Site Expansion/Update Riverwalk / Promenade/BBB Extension Burkhardt Construction, Inc Total Riverwalk / Promenade/BBB Extension TOTAL EXPENDITURES TOTAL REVENUES OVER EXPENDITURES 14.45 23,88 52.50 33.15 $ 200.00 $ 444.58 $ 719.68 $ 73.50 $ 59.25 $ 343.00 $ 1,442.24' $ (500.00) $ 29,250.00 .$ (19,500.00) $ 4,975.00 $ 4,975.00 $ 123.98 $ 1,237.76 $ 402.25 $ 942.24 $ . 9,750.00~ -$ 9,950.00 $ 11,580.00 11,580.00 $ $ 85,715.42 (81,327.40) 3954 LAUNCH PROJECT SPONSORS INCOME Kimley- Horn (received 11/1) $1,000.00 Burkhardt Construction $ 500.00 ~Pending Main Street CarWash $ 100.00 Salefish Realty $ 500.00 TOTAL INCOME VENDORS EXPENSES Preimer Party Rentals Sounds by Michael Able Sanitation Delray Blue Print Invitation paper TOTAL EXPENSES TOTAL INCOME / EXPENSE ,492.18 250.00 188.00 90.00 89.73 $ 2,100.00 _$ 2,109.91 $ (9.91) 3955 MEMO TO: CRA Board FROM: Susan Vielhauer DATE: November 7, 2003 SUBJECT: Recommendation for the CRA Executive Director and Controller .to be the Signatory Designation for the Public Depositor Annual Report The Boynton Beach CRA is required to file a Public Depositor Annual Report to the. Chief Financial Officer of the State of Florida, which I have attached for your viewing. The report verifies that the Boynton 'Beach CRA funds are deposited with a qualified public depoSitor with the State of Flodda. The Boynton Beach CRA 'is compliant with this requirement. This will be the first time the Boynton Beach CRA will file this report as a separate agency from the City..The Annual Report is due by 'November 30, 2003. I spoke to the Division of the Treasury Public Deposits Program Administration on Monday November 3, 2003 and inquired as to who signs as the Authorized Signature for Public DePositor. The response I received from the staff at the Division of Treasury Public Deposits was that the governing body should designate a person or position to Sign the form as a matter of public record. I am recommending to the CRA Board 'that both the CRA Executive Director and Controller positions be designated to sign the form. 3956 TOM GALLAGHER CHIEF FINANCIAL OFFICER DEPARTMENT OF FINANCIAL SERVICES DIVISION OF TREASURY MEMORANDUM NO. 03-PA-02 October 3, 2003 Florida Public Deposits Program Public Depositor Annual 'Report to the Chief Financial Officer (Form DFS-Jl-1009) The purpose of this memorandum is to provide public depositors with instructions for filing the Public Depositor Annual Report to the Chief Financial Officer (annual report). Note: The annual report should not be completed by the qualified public depository (QPD) that holds the funds. Section 280.17, Florida Statutes (FiS.), specifies the requirements for public depositors to receive protection from loss for a public deposit account. 'Each public depositor should be familiar with the requirements of this section of Florida law and we have attached it for your review. Important Notes: · The annual report must. be submitted by November 30, 2003. In an effort to reduce the regulatory burden on public depositors, the annual rePort has been changed in two important respects. First, the information that you must report on page two of the annual report has been streamlined to require only the FEIN and name of the QPDs at which you have accounts - eliminating the requirement for account number, account type, and account balance. Also, the requirement for proof of authority regarding the signing of the report has been eliminated in favor of a simpler, more direct signature block. Do not submit any of your .Public Deposit Identification. and Acknowledgment forms with your annual reports. Those forms are to be retained by you and only submitted to this office in the event of a QPD failure, for which you suffer a 'loss of public depositSl- Section280.17(3)(a),' F.S. details the circumstances in which a new form must be completed. Please make a copy of your completed annual report for future reference. Additional copies of forms and attachments associated with the Public Depositor Annual Report to the Chief Financial Officer can be provided by mail, facsimile, or e-mail. Please direct questions to: Division of Treasury Public Deposits Program Administration 200 East Gaines Street Tallahassee, Florida 32399-0345 Telephone: (850) 413-3164 Fax: (850) 488-0216 Attachments: Public .Depositor Annual Report to the Chief Financial Officer List of Qualified Public Depositories Section 280.17, F.S. 3957 (, DEPARTMENT OF FINANCIAL SERVICES Division of Treasury x:g~' Bureau of Collateral Management PUBLIC DEPOSITOR ANNUAL REPORT TO THE CHIEF FINANCIAL OFFICER For the Period Ended September 30, 2,003 Public Depositor (PD) Information PD's Full Legal Name: PD's Mailing Address: n . m ni e ev lo ment A enc PD'.s Federal Employer Identification Number (FEIN): 4 3-1 9 7341 0 PD's Internet E-Mail Address: Vielhauers @ cl. boynton-beach, fl. us mmmmmmm~mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm WE ASSERT that we are an official custodian of moneys that meet the definition of a public deposit as defined in Chapter 280, Florida Statutes and that such moneys are placed in Qualified Public Depositories (QPDs) unless exempt under the laws of this state. We acknowledge our responsibility for any research or defense required to support such assertion. WE VERIFY that we have: (1)· Performed an annual confirmation of all open public deposit accounts as of the close of business on September 30 for each QPD. All discrepancies found in the confirmation process were reconciled before November 30. Information confirmed included the following: a. FEIN of the QPD. b. Name on the depbsit account record. c. FEIN on the deposit account record. d. Account number.' e. Account type. f. Actual account balance on deposit. (2) Confirmed that a current Public Deposit Identification and Acknowledgment Form has been completed for each public deposit account and is in our possession. (3-) Provided as part of this report a separate listing of QPDs at which we have open public depOsit accounts This filing has been completed in the report format prescribed by the Chief Financial Officer, State of Florida for this year. Under penalties of perjuryl t attest that I am authorized to sign on behalf of the Public Depositor identified above, and also declare that I have read the information provided on this Public Depositor Annual Report to the Chief Financial Officer and that the facts stated in it are true to the best of my knowledge and belief. Authorized Signature for Public Depositor: Date: Printed Name and Title: Phone: (_ ) Suncom: DFS-J 1-1009 REV. 09103 _Fax:(..._.._.__) 3958 PUBLIC DEPOSITOR ANNUAL REPORT TO THE CHIEF FINANCIAL OFFICER 2003 For the Period Ended September 30, List of Qualified Public Depositories for Boynton Beach Community Redevelopmen Public Depositor's Full Legal Name Agency Listed below are the FEIN and name for all Qualified Public Depositories at which we have open public deposit accounts, including accounts with zero balances. FEIN of Qualified Public Depository Name of Qualified Public Depository 58-0466330 Suntrust Bank 3959 DFS-JI-1009 2 REV. 09/03 FEIN 3O 59~3460497 65-0031869 59-2577296 59-2324433 31-0412725 59-2069491 59-2552647 59-0143850 56-1708585 59-2608698 63-0371391 59-1463900 65-0794645 59-2164828 59-1913063 65-0878433 58-0214350 59-3492706 59-0201930 63-0022787 58-0466330 59-1562868 63-0374307- 59-3741457 :59-1500459 59-1498440 59-2422390 ~-37ff5374 64-018O81O 59;2346559 52-2371258 59-1318090 62-0859006 59;1951289 25 59-049181O 32 147O33 -1541981 )-0500870 01 LIST OF QUALIFIED'PUBLIC DEPOSITORIES AS' OF SEPTEMBER 30, 2003 INSTITUTION' PERKINS STATE BANK VI BANK POINTE BANK PREMIER COMMUNITY BANK OF FLORI PROSPERITY BANK PROVIDENT BANK PUBI~IC BANK PUTNAM STATE BANK QUINCY.STATE BANK RBC CENTURA BANK REGENT BANK REGIONS 'BANK REPUBLI'C BANK RIVERSIDE BANK OF THE GULF ~ RIVERSIDE NATIONAL BANK OF FL~ SECURITY BANK, N.A. SOFISA BANK OF FLORIDA SOUTHEASTERN BANK SOUTHERN COMMUNITY BANK SOUTHERN EXCHANGE BANK SOUTHTRUST BANK SUNTRUST BANK MAIN OFFICE LOCATION WILLISTON BRANDON BOCA RATON TALLAHASSEE STATE BANK THE BANK THE BANK OF TALLAHASSE---'~~ TIB BANK Of THE KEYS TOTALBANK TRANSATLANTIC 'BANK TRI-COUNTY BANK ~ TRUSTMARK 'NATIONAL BANK TURNBERRY BANK U.S. CENTURY BANK UNION BANK OF FLORIDA UNION PLANTERS BAN N.A. UNITED BANK & TRUST COMPANY UNITED HERITAGE BANK UNITED SOUTHERN BANK VANGUARD BANK & TRUST CO~ VISION BANK, F.S.B. WACHOVIA BANK, N.A. WAKULLA BANK WAUCHULA STATE BANK WHITNEY NATIONAL BANK # of QPDs 202 1'. AUGUSTINE OH ST. CLOUD QUINCY ROCKY ~T, NC DAVIE ~IRMINGHAM, AL F. CORAL FORT PI E NORTH LAUDERDALE MIAMI GA' _ORLANDO TAMPA ATLANTA, GA TALLAHASSEE ' TALLAHASSEE KEY LARGO - MIAMI M IAM.___......L__I -- TRENTON JACKSON, MS ~ AVENTURA MIAMI TN - PETERSBURG ORLANDO IMATILLA VALPARAISO PANAMA CITY · ~HARLOTTE, NC LA -- * Institutiohs with limited participation in the Public Deposits Program. ** Institutions withdrawing from the Public Deposits Program. If your institution doesn't appear on this list, please contact the Public Deposits SectiOn at (850) 413-3164. 3960 . Page 4 SUNTRUST BRNK 550 Fax:954-?65-?675 Nov 5 '0:~ 13:55 ~,02 it. Bureau od Collat~'~l Managert~rrt , . PUBU~ DEPOWT IDENTIMICATION AND ACKNOWLEDGMENT FORM Fl~a ~t~ (F,S.), ~d te not exempl under Q~llfl~ ffubffa Depottlo~ ~kflo~gm~ h OR~.J142~ SUNTRUST BANK 330 FIUBLIG DEpogrr IDENTIFICATION AND ACKNOWLEDGMENT FORM P, 03 .: 3962 · ' ' . ' .... '!....:.:~, .'. , ;~ ;..;'," .qign~ (or labbtlc Oepoil~;. Pl'~t~! kO & Title; _ ACOO~ .'..r~Oiv', Fec:~r~l Employer IclSntiffr.4~tion Number QPD'/,~1 Legal N.me: ~o~ ~m~.c~m UndlrJ~C~plw V. Public Audience Any person who decides to appeal any decision of the Community Redevelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. 3963 The CRA shall furnish appropriate auxiliaz7 ai~ and services where necessary to afford an individual v~th a disability an equal opportunity to participate in and enjoy the benefits of a service, program, or activity conducted by the CRA. Please con~act DoUglas Hutchinson at $61-737-3256 at least twenty-four hours prior to the program or activity .in Order for the CRA to reasonably accommodate your request. VI. Public Hearing Any person who decides to appeal any decision of the Community Redevelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. 3964 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 Douglas Hutchinson at 561-737-3256 at least twenty-four hours prior to the program or activity in Order for the CRA to reasonably accommodate your request. Meeting Date: File No: Location: Owner: ProJect: Variance Request: DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM #03-265 Staff Report Community Redevelopment Agency Board and City Commission November 20, 2003 ZNCV 03-019 807 Ocean Inlet Drive (Lot 12 Coquina Cove) James Buchanan Rear setback variance for an addition to an existing single-family dwelling. Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 5.C.2.a, requiring a twenty-five (25) foot rear yard setback to allOw a seven (7) foot variance, resulting in a 18 foot rear yard setback within the R-l-AA single family zoning district. ,BACKGROUND The subject property and surrounding neighborhood is currently zoned R-l-AA, single family residential (see Exhibit "A" - Location map). The lot was developed in 1960, and it conforms with the current R-l-AA zoning district building and site regulations. The subject property is surroUnded by developed lots Some of which are undergoing renovation as well. The property is located at the north side of Ocean Inlet Drive and has a depth of 98 feet. For comparison, those properties located at the south side of Ocean Inlet Drive have a depth of 112 feet. Some of the parcels on the north side, including the subject property, have rear yards with · open views, to-the Intracoastal Waterway. Staff surveyed the area and it was observed that all properties along both. sides of Ocean Inlet Drive appear to comply With the minimum front setback requirement of 25 feet, as estimated by the straight alignment Of the front building lines with few exceptions. A nine (9) foot variance was granted on October 10, 2000 to allow a' 16- foot rear setback for Lot #13 to the east. The subject variance is requested in conjunction with a plan to expand the existing single-family home with a second story including an additional one-car garage. It should be noted that previous variances for a front yard setback reduction and the maximum lot coverage were granted for the subject property in February 2003 (ZNCV 02-017~. The requested setback variance is only for a rear balcony overhanging on the second floor of the' proposed addition to the house. This planned expansion is consistent with new construction · and redevelopment projects observed in the subject neighborhood. ANALYSIS The code states that the zoning code variance cannot be approved unless the board finds the following: 3965 Page 2 Buchanan File No. ZNCV 03-019 a. That special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are not applicable to other/ands, structures or bu#dings in the same zoning district. b. That the special conditions and circumstances do not result from the actions of the applicant. Co That granting the variance requested wi//not confer on the applicant any special privilege that is denied by this ord/nance to other/ands, buildings, or structures in the same zoning district. That literal interpretation of the provisions of this ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the ordinance and would work unnecessary and undue hardship on the aPplicant. e. That the variance granted is the minimum variance that will make possible the reasonable use of the land, building, or structure. That the granting of the variance wi//be in harmony with the general intent and purpose of this chapter [ordinance] and that sUch variance Will not be injurious to the area involved or otherwise detrimental to the public welfare. (Exhibit "D" contains the applicant's response to the above criteria.) The subject parcel totals 7,350 square feet, which is less than the minimum 7,500 square feet required for a lot platted before 1975 (the lot was platted in 1952). The lot is considered a legal non-conforming parcel according to the Land Development Regulations Chapter 2, Section 11.1. C. 3. This section of the code allows the development of a lot within.the R-l-AA zoning district as-long as: the parcel contains one whole platted lot, the lot cannot be assembled to increase the size to a conforming size, and the lot is not less than 6,750 square feet (see Exhibit "B"- Survey), The Coquina Cove Subdivision was platted in 1952 with typical lot dimensions of 75 feet (wide) by 98 feet (deep) for the lots located north of Ocean Inlet Drive. In contrast, other subdivisions throughout the city that are similarly zoned have typical lot dimensions of 80 feet (wide) and 100 feet to 120 feet (deep). The shallow depths of typical lots within this subdivision, when combined with the required minimum rear and front setbacks (totaling 50 feet), may limit expansion design flexibility. Given that the subject property has been improved with a single-family home, and occupied since 1955, and since most other lots along the north side of Ocean Inlet Ddve have identical dimensions to the subject lot, criteria items "a", "d" and "e" are not met. Furthermore, since the property is currently improved, and that the necessity of the vadance has been caused by the proposed home expansion, condition "b' above is also not satisfied. Regarding the intent of the zoning regulations, and impacts on adjacent properties, staff acknowledges that if-the rear setback is reduced, the standard building envelope could be expanded closer to the north property line, thereby theoretically impacting on adjacent properties through reduced light, air flow, and views. The applicant proposes to extend the balcony portion of the second story addition to 18 feet from the rear (north) property line (see Exhibit "C" - Variance requested), which is an additional 4 feet beyond the applicant's existing 3966 Page 3 Buchanan File No. ZNCV 03-019 screen room and only 2 feet beyond the overhang/eave of the screen room. It should be noted that the existing rear setback (20 feet) of the subject property is non-conforming. -CONCLUSIONS/RECOMMENDATiON Staff recommends that the subject request for rear variance be denied, due to the lack of traditional hardship, and due to the circUmstance being-created by simple home improvements on a standard platted lot. No conditions of approval are recommended; however, any conditions of approval added by the Planning and Development Board or City Commission will be placed in Exhibit "E". Staff· should indicate that past vadance requests have been reviewed by the city using more than the traditional criteria, or: interpretations of this criteria placing greater emphasis on the magnitude of the proposed improvement, economic potential and characteristics of surrounding properties. For this reason, and to indicate the consequence of denial, staff offers the following information for consideration: The redevelopment potential of-this neighborhood, as evidenced by newly.constructed and redeveloped homes in the area, tends to encourage similar improvements regardless of lot constraints; Although the proposed variance would allow relatively minimal improvements, it would allow the value of the improvements to more closely match the value of the land as well as the value of other improvements in the neighborh0odi ' The proposed variance would allow physical improvements that' are needed to accomplish certain architectural design goals related to the second-story, addition, without negatively impacting adjacent or nearby properties (the rear setback variance would allow the home to simply encroach toward.the Intracoastal Waterway, and that additional 2 foot encroachment is an open-air balcony); 4. No objectiOn from adjacent property owners has been received by staff; and 5. As noted earlier, the lot to the east was granted a nine (9)- foot variance for the rear setback to allow a 16 foot rear yard in October of 2000; 6. Rear setbacks regulations are being evaluated as part of the Land Development Regulations rewrite, and preliminarily, the subject circumstance would be one that staff desires to have accommodated by future amendments. MR/mda J:\SHRDATA\Plannlng\SHARED\WP\PROJECTS\Buchanan Vadance~ZNCV 03-019\STAFF REP.doc 3967 Location Map ."BUCHANAN VARIANCE' R3 LAKE WORTH/ICWW BOYNTON CANAL C-18 3968 I ELEVATIONS BASED ON' BENCHId~ EXHIBIT , 3970 N .EXHIBIT. "C ! I I I I I I I ! I I I ! I ! 3972 · EXHIBIT" ._-- VARIANCE APPLICATION Buck and Susan Buchanan 807 Ocean Inlet Drive Boymon Beach, Florida 33435 .STATEMENT OF SPECIAL CONDITIONs Special conditions and circum.~nces existing that are pemfi/ar to this property are the size of the lot andits loca6on on the Intracoastal Waterway Ce Thi~ lot is. on the north side of Ocean Inlet Drive and is 75 feet w/de but only 98 feet deep. The lots on the south side Of Ocean Inlet Drive are also 75 feet wide but are 112 feet deep. If this lot-were as deep as those on the south side, a variance would not be needed for the contemplated expansion of this home. Further, this property is located directly on the ICW and hos a wide water view to the B0ynton ~nlet with no houses to obstruct that view. The Properties on'the south side are located on a canal which is not as desirable but can accommodate a larger house because of the greater depth ofthe lot. The original developer erred /n not sizing the lots such'that the more desirable lots on the ICW could accommodate as large or larger homes as those on the canal. The spec/al conditions and.circumstances discussed above are not the result of the actions of the appl/cants S/nce · the lot size is the same .as it was or/g/nally platted · the home was built by others in 1'959, and · the applicants did not purchase the home until 1987. Granting the variance will not confer a special privilege on the applicants because it wffi allow the creation of a structure cons/~tent with'new and · remodeled homes in- the neighborhood, some .of which have obtained var/ances or were originally cons~l~ucted with less of a setback. .- In fact, the adjacent property to the east was constructed within the past year with a rear var/ance of 9 feet and a front variance of 5 feet for a two story structure. The var/mace requested here is for a rear var/ance that w/Il only affect overhangs and not affect the footPrint of the residence. 3973· EXHIBIT"D" Currently the edge of the screened porch is 22feet and the two-foot overhang of the roof20 feet from the rear property line, well within the 15 feet in the original deed restriction but now non-compty/ng. The variance being requested is to allow for an additional two feet into .the current setback for overhangs. Literal interpretation, would deprive the applicants of rights commOnly enjoyed by other properties 'in the neighborhood and would cause undue hardship for the following reason. The pr/mary impetus for the remodeling project/s to prepare to accommodate an aging mOther. Given the design of the house and the lot s/ze, the only way to accomplish this is to add a second story. For reasons of aesthetics, function, and value, the current screened, porch will have a second story porch above it which will serve as the roof for the screened porch. In order to better protect the screened porCh from the severe weather from the north, it/s necessary to extend this secOnd story porch an additional two feet beyond the current roof overhang thus providing a four-foot overhang to shelter the screened porch. Thi.q two-foot projection beyond the current roof overhang results in a var/ance of seven feet and a setback of 18 feet. Denying the variance would negatively affect the utility, value, and overall aesthetics ofthi.q remodeling project. The 7-foot var/ance (two feet beyond the current structure)/s the minimum needed to shelter the screened porch, an integral element in the open,a/r, flow- through design of the project. The intrusion into the setback is minimal since it affects only overhangs and does not affect the footprint of the residence. 3974 'F. EXHIBIT" The variance requested is not injurious to .the area involved or detr/mental to the public welfare. In fact, it would have a positive effect. The adjacent neighbors to the east and west will be unaffected beeause in bOth cases their ~arages face th/s property, and they h~ve no .windows facing this property. Further, dense vegetation separates the properties. The new structure will be more attractive and impressive than the current structure and will add value and beautY to the neighborhood. It wil/take advantage of the natural environment and breezes, have a Florida style with a large amount of outdoor living space, be harmonious with the env/ronment, and, be one of the' most beautifully designed and landscaped residences in this emerging neighborhood. 3975 EXHIBIT "E" Conditions of Approval Project name: Buchanan Variance File number: ZNCV 03-019 Reference: DEPARTMENTS INCLUDE REJECT PUBLIC WORKS- General Comments: None PUBLIC WORKS- Traffic Comments: None UTILITIES Comments: None FIRE Comments.: None POLICE Comments: None ENGINEERING DIVISION Comments: None BUILDING DIVISION Comments: None PARKS AND RECREATION Comn;ents: None FORESTER/ENVIRONMENTALIST Comments: None PLANNING AND ZONING Comments: None 3976 ADDITIONAL COMMUNITY REDEVELOPMENT AGENCY BOARD CONDITIONS Conditions of Approval 2 DEPARTMENTS INCLUDE REJECT Comments: .. 1. To be determined. ADDITIONAL CITY COMMISSION CONDITIONS Commen~: 1. To be determined. $ :~P lanningkS HARI~\WPkPKOJF_,CrSkBuchanan Varianc~kZNCW 03-019\COA.doc 3977 DEVELOPMENT ORDER OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA PROJECT NAME: Buchanan Variance APPLICANT'S AGENT: James E. Buchanan APPLICANT'S ADDRESS: 807 Ocean Inlet Drive Boynton Beach FL 33435 DATE OF HEARING RATIFICATION BEFORE CITY COMMISSION: December 2, 2003 TYPE OF RELIEF SOUGHT: Request for relief from the City of Boynton Beach Land Development Regulations, Chapter 2, Zoning, Section 5.C.2.a, requiring a twenty-five (25) foot rear yard setback to allow a seven (7) foot variance, resulting in a 18 foot rear yard setback within the R-l-AA single family zoning district. LOCATION OF PROPERTY: 807 Ocean Inlet Drive DRAWING(S): SEE EXHIBIT "B" ATTACHED HERETO. THIS MATTER came before the City Commission of the City of Boynton Beach, Florida appearing on the Consent Agenda on the date above. The City COmmission hereby adopts the findings and .recommendation of the Planning and Development Board, which Board foUnd as follows: OR THIS MATTER came on to be heard before the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above. The City Commission having considered the relief sought by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows: Application for the relief sought was made by the Applicant in a manner consiStent with the requirements of the City's Land Development Regulations. The Applicant HAS HAS NOT established by substantial competent.evidence a basis for the relief requested. The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included". The Applicant's application for relief is hereby GRANTED subject to the conditions referenced in paragraph 3 hereof. DENIED This Order shall take effect immediately upon issuance by the City Clerk. All further development on the property shall be made in accordance with the terms and conditions of this order. 7. Other 3978 DATED: City Clerk 8:~Plannlng\SHARED\WP~PROJECTS~uchanan Vadance~ZNCV 03-O19~:)O.doc DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISION MEMORANDUM NO. PZ 03-226 TO: THRU: FROM: DATE: SUBJECT: Chairman and Members Community Redevelopment Agency Board W. Planning and Zoning Director Maxime Ducoste-Am~d6e ~.~. 'Planner November12,2003 Abandonment of a 15-foot wide alley running east-west in Block 4, Lake Addition to Boynton (ABAN 01-004). ,NATURE OF. REQUEST The City of Boynton Beach is requesting abandonment of an unim roved ~ · · . . between N.E. 8th Avenue and N.E. 9th Ave . ' ,P. 15 foot.wide a!ley right of way located segment: nue This abandonment is for the fellowing unimproved alley A 15-foot alley lying in Block 4 of Lake Addition to Boynton, as recorded in Plat Book 11, Page 71, of the Public Records of Palm Beach County, Florida, being more particularly described as follows: A 15-foot wide alley running east-west in said Block 4, being bounded on the east by the west right-of-way line of N.E. 7th Street, on the west side by the northerly projection of lot 27 of said Block 4. The location map attached as Exhibit "A" shows the general vicinity of the alley right-of-way to be abandoned. The attached Exhibit "B"- "Proposed AbandOnment" is a survey of the subject property, which indicates its proximity to adjacent properties. The following is a description of the zoning districts and land uses of the properties that surround the subject request. North - A single-family neighborhood, zoned R-l-A, and farther north, is N.E. 9th Avenue right-of- way; South A Single-family neighborhood, zoned R-l-A, and farther south, is N.E. 8th Avenue right-of- way; East West A single-family neighborhood, zoned R-l-A; and - An auto repair business (ND Auto Repair shop), zoned C-4; ,BACKGROUND .~arch ofl925, the PlatofLake Additionto Boynton was approved, ltincludedseveralalleys d.edicated, tothe Pe~etualuse ofthe public, reserving untothe developem orsuccessom the rightofrevemionifnotused as such. 3979 Page 2 Memorandum No. PZ 03-226 A B..~N 01;004 The properties located on the noah and south sides of the alley segment to be abandoned are developed with single-family residences. The applicant (City of Boynton Beach) has the intention of vacating the 15-foot wide alley because adjacent properties were not improved to utilize the alley and it therefore provides no public service for access purposes. The 15-foot wide alley as shown on the survey will be converted to a utility easement equivalent in width to the existing alley. When abandoned the alley segment will revert to the adjacent property owners. It should be noted that the City had previously abandoned an alley.segment running noah and south within the same block, which connects to the alley segment subject to this request. ANALYSIS Pursuant to Chapter 22, Article III, Section 4, public notice was given to the property owners that abut the right-of- way to be abandoned, all utility companies have been notified and the request has been advertised in the newspaper. A summary of the responses from the utility companies and city staff is as follows: CITY DEPARTMENTS/DIVISIONS Engineering Public Works/Utilities Planning and Zoning PUBLIC UTILITY COMPANIES Florida Power and Light Bell South - Florida Public Utilities Company - Cable Company (Adelphia) - Cable Company(Comcast) - No objection Approval with conditions (see Exhibit "C") No objection Approvai with conditions (see Exhibit "C") Approval with conditions (see Exhibit "C") Approval with conditions (see Exhibit "C") Approval with conditions (see Exhibit "C")' N/A RECOMMENDATION Staff finds that the subject alley provides no public purpose except for utilities, and therefore recommends that this request to abandon the 15-foot wide alley.as described above, be apprOved, subject to the comments included in E×hibit"C" - Conditions of Approval. Any conditions required by the Community Redevelopment Agency Board and the Commission will be placed in Exhibit "C" - Conditions of ApprOval. xc: Central File S:~Iannlng~HARED~WP~PROJECTS~4angrove Alley Abandonment!ABAN 01-004~taff report.doc 3980 1 In, = 175.0 feet ~R Mangrove Walk Alley 3981 EXHIBIT"A" EXHIBIT "C" Conditions of Approva! Project name: Mangrove Walk Alley File number: A.BAN 01-004 DEPARTMENT8 INCLUDE -REJECT PUBLIC WORKS- General Comments: 1. The proposed replacement easement shall be no less in width than the existing alley. The fifteen (15) foot wide alley shall be replaced with a fifteen {157 foot wide ut/lit~ easement. PUBLIC WORKS- Traffic Comments: None UTILITIES Comments: None Comments: None POLICE Comments: None ENGINEERING DIVISION Comments: None BUILDING DIVISION Comments: None PARKS AND RECREATION Comments: None FORE STERJENVIRONMENTALIST Comments: None 3983 PLANNING AND ZONING OonditioTM of Approval 2 DEPARTMENTS INCLUDE RE~CT Coam~nt~: 2. No structures shall be constructed or landscaping placed within thc utility easanent without express written consent of all legal entities occupying said easement. PRIVATE UTILiTiES Commenm: 3. Adelph~a has no objections to the abandonment as long ~s Adelphia facilities arc granted the proper easement. 4. Florida Power & Light has no objections to the abandonment as long as Florida Power & Light facilities arc granted the proper easement. A minimum ten:foot wide utility easement shall be required. 5. l~ortda Pubic Utilities Company has no objections to the abandonment as long as F.P.U.C. facilities are granted the proper easement. F.P.U.C. has under~r°und gas distribution located within the limits of the proposed abandonment. 5. Bellsouth has no objections to the abandonment of the alley right-of-way. Bellsouth shah require a utility easement. ADDITIONAL COMMUNITY REDEVELOPMENT AGENCY BOARD CONDITIONS Commen~s: 1. To be determined. ADDITIONAL CITY COMMISSION CONDITIONS Comments: 1. To be determined. 3984 DEVELOPMENT ORDER OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA PROJECT NAME: Mangrove Walk Alley Abandonment APPLICANT'S AGENT: Dale Sugerman, Assistant City Manager - City of Boynton Beach APPLICANT'S ADDRESS: 100 E. Boynton Beach BIvd, Boynton Beach, FL 33425 DATE OF HEARING RATIFICATION BEFORE CITY COMMISSION: December 2, 2003 TYPE OF RELIEF SOUGHT: Request abandonment of that 15-foot alley lying in Block 4 of Lake Addition to Boynton, as recorded in Plat Book 11, Page 71, of the Public Records of Palm Beach County, Florida, being more particularly described as follows: A 15-foot wide alley running east-west in said Block 4, being bounded on the east by the west right-of-way line of N.E. 7th Street, on the west side by the northerly projection of lot 27 of said Block 4. LOCATION OF PROPERTY: Block 4 of Lake Addition to Boynton DRAWING(S): SEE EXHIBIT "B" ATTACHED HERETO. THIS MA'I-I'ER 'came before the City Commission of the City of Boynton Beach, Florida appearing on the Consent Agenda on the date above. The City Commission hereby adopts the findings and recommendation of the Planning and Development Board, Which Board found as follows: OR THIS MATTER came on to be heard before the City Commission of the City of Boynton Beach, Florida on the date of hearing stated above. The City Commission having considered the relief sought.by the applicant and heard testimony from the applicant, members of city administrative staff and the public finds as follows: Application for the relief sought was made by the Applicant in a manner consistent with the requirements of the City's Land Development Regulations. The Applicant HAS HAS NOT established by substantial competent evidence a basis for the relief requested. The conditions for development requested by the Applicant, administrative staff, or suggested by the public and supported by substantial competent evidence are as set forth on Exhibit "C" with notation "Included". The Applicant's application for relief is hereby GRANTED subject to the conditions referenced in paragraph 3 hereof. DENIED This Order shall take effect immediately upon issuance by the City Clerk. All further development on the property shall be made in accordance with the terms and conditions of this order. 7. Other 3985 DATED: 8:!Plallnlng~SHARED~WP~PROJECTS~langrove Walk AIIsy~ABAN~X).doc City Clerk VII. Director's RepOrt A.ny person who decid.es to appeal any decision of the Community Redevelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. 3986 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 Douglas Hutchinson at 561-737-3256 at least twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. MEMO To: From: Date: Subject: CRA Board Douglas Hutchinson November 12, 2003 CRA Activities Development Items: Group A Boynton Beach Blvd/Promanade/Riverwalk Design/Build RFQ Work has begun on the next phase of work for projeCt des~qn. Multiple meetings have taken plaCe in the past several weeks. Updates are'received weekly from Burkhardt and Kimley. Horn, Their updates and pro/ect timeline are supplied for your review. DH · Way-Finding Signage Program - Next workshop will be on Iohasin~;. si.qn .type, locations, and content. Chair Larry Finkelstein and ! met with Bob TrescOtt to select key s(qn location and types. We also reviewed enlar.qed s(qn examples, colors, and maps. The map will be amended to reflect the selected location and types. W® are working with them tn finish the enlar.qed map and workshop scheduling (January). DH · Direct Incentive Program and loan for the Arches. - The final contract document changes and attachments are being finished for s(qnatures. DH Ocean District Redevelopment Plan UPdate - City Planning · De, Bartment is drafting the plan study. Plan was accepted in May 13"'.The CRA Staff is working with City Staff and CRA Board onthe revisions. The final draft will be completed and presented to the .CRA Board in December 2003 by City Staff. · MLK Property Acquisition Phase I - See agenda Item DH 3987 CBD Parking Acquisitions - Negotiations have been underway to acquire future public parking spaces. Project scope includes several existing owners in the targeted Block. Comprehensive Redevelopment Master Plan for the Block is being completed by the private sector. Target March for "letter of understanding" between the various parties. DH Boynton Beach Blvd District Redevelopment Plan Update- A workshop has been set for November 13~ to review final dr~f and comments. DH Desi.qn Guidelines Overlays - RMPK.qroup will be presen tin.q,, brief ove~i~ew__o_f_.,the_D..esi n Guideline O~ N--~vem~13 meetin.q. DH · Financial Investment Strategies - See a.clenda item. SV Museum Feasibility Study Team - A draft Contract is bein.r, written and. reviewed by the Baker Group and CRA Legal staff Projected CRA Board 'contract resentation is set for December. DH · CRA Brochure and Web Site DeveloPment_ WOrk has be.qun on the Lo o Conce t Develo ment and Web~' Structure. Lo o chOices will be presented'in December for review. D! ~ Events - The overall event strategy is being formally formatted for each event with goals, projections, and time schedules. Alliances, Resources a nd sponsors a re being developed, Initial contact h as been made with the identified partners and the first draft of the plan has been completed. _Tar.c~eted for December. AG Genesis Business Program- This has been placed on hold. Staff is writin.q new survey, considerin.q consultin.q service;= role in I~ro.qram verses staff. AG Group B · High School Adaptive Re-Use Task Force - The full report wa-~ · Land Development Regulation (LDR) - LDR re-write will be by the City of Boynton Beach over the next several months. CRA 3988 BUDGET TO ACTUAL COMPARISON October 31, 2003 Beginning Balance Revenues TIF Taxes Grant Funding Interest Income Other Income Total Revenue Expenditures Personel Cost Salary Expense Payroll Taxes Retirement 457 Plan Short Term / Long Term Disability Workers Comp Health Insurance Life Insurance Total Personel Cost Professional Services Legal City Staff Contracted Services Audit Maint. & Cleaning I.T. Support Total Professional Services Dffice Rent Expense Phone Expense Electric Expense Office Total Equipment Leases Expenses Insurance Property/General Insurance Bond/Liability Insurance Professional Insurance Insurance Total Travel / Entertainment Expense Promotional/Business Meetings CRA Meeting / Presentation Association Meeting Seminars Mileage & Delivery Services Car Allowance- Director Total Travel Expenses Office Supplies Office Expense Office Supplies Total Office Supplies Licenses, Books, Publication Licenses, Fees, Permits Memberships, Subscriptions Books & Publication Total Licenses, Books, Publication Advertising & Public Notices Career Development Office Printing Expense Miscellaneous Expense Community Redevelopment Agency of Boynton Beach Year To Current YTD 2003/2004 Date Period Totals Including Bud~let Totals October Current Month 4,751,917.00 5,207,216.12 5,207,216.12 5,207,216.12 2,361,158.00 0,00 0.00 0.00 0,00 0.00 0.00 0.00 75,000.00 0.00 4,388.02 4,388.02 0.00 0.00 0.00 0.00 7,188,075.00 0.00 4,388.02 4,388.02 207,500.00 0.00 20,515.93 20,515.93 15,563.00 0.00 1,074.07 1,074.07 9,375.00 0.00 0.00 0.00 0.00 0.00 132.02 132.02 1,824.00 0.00 0.00 0.00 16,800.00 0.00 1,971.94 1,971.94 540.00 0.00 0.00 0.00 251,602.00 0.00 23,693.96 23,693.96 44,000.00 0.00 2,163.44 2,163.44 6,000.00 0.00 537.33 537.33 170,000.00 0.00 18,391.60 18,391.60 7,500.00 0.00 0.00 0.00 2,800.00 0.00 340.00 340.00 13,360.00 0.00 647.50 647.50 243,660.00 0.00 22,079.87 22,079.87 14,112.00 0.00 2,240.00 2,240.00 7,800.00 0.00 480.11 480.11 1,875.00 0.00 190.21 190.21 23,787.00 0.00 2,910.32 2,910.32 4,356.00 0.00 59.25 59.25 1,438.00 0.00 0.00 0.00 350.00 0.00 0.00 0.00 3,900.00 0.00 0.00 0.00 5,688.00 0.00 0.00 0.00 4,800.00 0.00 178.70 178.70 3,000.00 0 148.62 148.62 504.00 0.00 20.00 20.00 6,735. O0 O. O0 2,967.63 2,967.63 1,080.00 0.00 0.00 0.00 3,600. O0 O. O0 276.92 276.92 19,719.00 0.00 3,591.87 3,591.87 1,500.00 0.00 33.15 33.15 7,500.00 0.00 580.30 580.30 9,000.00 0.00 613.45 613.45 03/04 % of Budget Budget Remainin~l Remaining 4,751,917.00 100% 2,361,158.00 100% 0.00 N/A 70,611.98 94% 0.00 N/A 2,431,769.98 186,984.07 90% 14,488.93 93% 9,375.00 100% -132.02 n/a 1,824.00 100% 14,828.06 88% 540.00 100% 227,908.04 91% 41,836.56 95% 5,462.67 91% 151,608.40 89% 7,500.00 100% 2,460.00 88% 12,712.50 95% 221,580.13 91% 11,872.00 84% 7,319.89 94% 1,684.79 90% 20,876.68 88% 4,296.75 99% 1,438.00 100% 350.00 100% 3,900.00 100% 5,688.00 100% 4,621.30 96% 2,851.38 95% 484.00 96% 3,767.37 56% 1,080.00 100% 3,323.08 92% 16,127.13 82% 1,466.85 98% 6,919.70 92% 8,386.55 93% 1,250. O0 O. O0 200. O0 200. O0 1,050. O0 84% 3,316.00 0.00 621.85 621.85 2,694.15 81% 500.00 0.00 0.00 0.00 500.00 100% 5,066.00 0.00 821.85 821.85 4,244.15 84% 4,000.00 0.00 0.00 0.00 4,000.00 100% 4,000.00 0.00 286.57 286.57 3,713.43 93% 4,500.00 0.00 0.00 0.00 4,500.00 100% 500.00 0.00 0.00 0.00 500.00 100% Debt Service Principal Payment Interest Expense Debt Issue 1 Sinking Fund Issuance Cost Total Debt Service BUDGET TO ACTUAL COMPARISON 134,925.23 0.00 0.00 0.00 182,372.73 0.00 0.00 0.00 200,000.00 0.00 0.00 0.00 20,000.00 0.00 0.00 0.00 60,000.00 0.00 0.00 0.00 597,297.96 0.00 0.00 0.00 134,925.23 182,372.73 200,000.00 20,000.00 6O,000.0O 597,297.96 100% 100% 100% 100% 100% 100% Operating Expense 1,173,175.96 0.00 54,057.14 54,057.14 1,119,118.82 95% PROGRAMS Office Equipment/Furniture Office Leasehold Improvements Web Site Update/Expansion Printing & Promotional Programs Police Central Business District Heart of Boynton Total Police Transportation / Trolley Festivals/Events/Bus. Program Facade Grants EconomicDevelopment Grants PROJECTS Riverwalk / Promanade Projects HOB Commercial / Improvements Way-Finding Signage Marina Parking Garage CBD Parking Site Savage Creatures Complex Miscellaneous Projects TOTALS EXPENSES Total Reserve Balance Before Debt Proposed Bonds TOTAL RESERVE BALANCE BUDGET TO ACTUAL COMPARISON Year To Current 2003/2004 Date Period Bud~let Totals October YTD Totals Including Current Month 2,500.00 0.00 0.00 0.00 1,500.00 0.00 0.00 0.00 10,000.00 0.00 9,950.00 9,950.00 17,500.00 0.00 0.00 0.00 175,000.00 0.00 0.00 0.00 175,000.00 0.00 0.00 0.00 350,000.00 0.00 0.00 0.00 150,000.00 0.00 0.00 0.00 50,000.00 0.00 942.24 942.24 100,000.00 0.00 0.00 0.00 50,000.00 0.00 9,750.00 9,750.00 2,150,000.00 0.00 11,580.00 11,580.00 600,000.00 0.00 0.00 0.00 50,000.00 0.00 0.00 0.00 1,050,000.00 0.00 0.00 0.00 1,750,000.00 0.00 0.00 0.00 75,000.00 0.00 0.00 0.00 50,000.00 0.00 0.00 0.00 O3/O4 Budget Remainin~ 2,500.00 1,500.00 50.00 17,500.00 175,000.00 175,000.00 350,000.00 150,000.00 49,057.76 100,000.00 40,250.00 2,138,420.00 600,000.00 50,000.00 1,050,000.00 1,750,000.00 75,000.00 50,000.00 7,629,675.96 0.00 86,279.38 86,279.38 7,543,396.58 -441,600.96 5,207,216.12 5,125,324.76 5,125,324.76 -359,709.60 2,000,000.00 0.00 0.00 0.00 2,000,000.00 1,558,399.04 5,207,216.12 5,125,324.76 5,125,324.76 1,640,290.40 %of Budget Remainin~ 100% 100% 1% 100% 10O% 1 O0% 100% 100% 98% 100% 81% 99% 100% 100% 100% 100% 100% 100% asked to submit concerns, ideas, etc. Staff is interfacing on re-write language and reviewing the Second draft concept. DH Affordable Spaces Incentive - Program to reward projects for inclusion of below Market Retail, Commercial and Residential SPaces, developing incentives and possible criteria guidelines for program. The CRA Board has received a complete Draft. Workshop tar.qeted for January. DH · Develop Project Flow Chart with Budget and Personnel Forecasts - The chart will contain all bucl.qeted Ioroqrams, projects, and operating issues with projected timellnes and staff ass~qnments. DH & SV Group C · GISMO Mapping System - The system has been stabilized and will continue to undergo improvements. Awards Program - Staff has scheduled meetings to collect existing program materials to use as a starting point for the CRA program. · Possible Office Options · Grants Update The Facade Grant pro.qram has been awarded to Gracc Fellowship' Church, which is 50% completed, Boyntot~ Boundless, LLC, which is $0% completed and Fred and Joe,~ Automotive, which should start in the next 45 days. Ail of the proiects are =ro_oressin.q towards completion this bud.qet year. .SV .The Re_eions Development Grant was awarded to Innovativ,~ Windows, InC and BOynton Seafood. SV Innovative Windows h as submitted t heir first reimbursement request at 31% completion on the project. Staff has requested and received Palm Beach County's portion for this project. SV Staff and Le.qal Counsel are workin.q with Boynton Seafood on the issue of security for the .qrant. SV 3989 Hutchinson, Dou~llas Froi~l: * Sent: To: Subject: Jody RJvers [Jody@rmpkgroup.com] Monday, November 03, 2003 2:39 PM Hutchinson, Douglas Update on Projects We have not spoken ina while so I want to give you an update: Boynton Beach Blvd. Corridor Plan - the draft Will arrive tomorrrow in your office. Please review as soon as you can and send me the comments. Corey is working on the DesiGn Guidelines and is makeinG Good progress. I asked Kurt to talk to you at the conference about the scope of services for the consolidation and coordiation of the different CRA plans. I hope that he did. I sent Kurta draft scope of services for his review so we will be Getting that to you soon. I heard the your and Kurt's session was Great!!! as in GREAT! Talk to you soon. Jody Rivers The RMPK Group 1016 Clemons St., Ste 406 Jupiter, FL 33477 (561) 745-2401 (561) 746-3380 (fax) 3990 OLD BURKHARDT CONSTRUCTION, INC. 1400 Alabama Avenue, #20 'West Palm Beach, Florida 33401-7048 Tel: (561) 659-1400 Fax: (561) 659-1402 MEETING NOTES No. 0003N PROJECT TITLE: B.B. Promenade & Riverwalk MEETING DATE: 10/29/2003 LOCATION: B.B.C:R~A. Office SUBJECT: B.B. Promenade and Riverwalk Y BC Bill Cat-~ Kimley-Hom and Assoclat~n~ lne Y DEH Dennis Haynes Bm'khardt Construction, [nc. Y DH Douglas Hutchin,~on BoynWn Beach CRA Y MB Michael Belduwlcz Kimtey-Horn and_ Associates? Inc. Y RRB Russell Barnes Kimley-Horn and Associates, Inc. ITEM DESCRIPTION STATUS STARTED DUE 010000 REVIEW OLD 020112, 020202, 020203, 020205, 030101, 110104, 110201, 120102, 140101, 140102 DESIGN/PERMITTING ISSUES 020000 OLD BALL IN COURT 020101 South Florida Water Management District (SFWMD) INITIAL DRAINAGE CALCULATIONS HAVE BEEN COMPLETED. ERP PERMIT MODIFICATIONS IN PROGRESS. PERMIT TO BE READY TO SUBMiT TO S.F.W.M.D. BY 11/10/03. OLD KIMLEY RRB 020102 United States Army Corp of Engineers CUSACE) OLD KIMLEY RRB 020103 National Marine Fishery Services (NMFS) OLD KIMLEY RRB 020104 United States Fish and Wildlife Services (FWS) OLD KIMLEY RRB Prepared By: Burkhardt Construction, Inc. 3997 Dated: 11/5/2003 BURKHARDT CONSTRUCTION, INC. 1400 Alabama Avenue, ~20 -:West Palm Beach, Florida 33401-7048 Tel: (561) 659-1400 Fax: (561) 659-1402 PROJECT TITLE: B.B. Promenade & Riverwalk LOCATION: B.B.C.R.A: Office ITEM 020105 DESCRIPTION United States Coast Guard (USCG) ~MEETING NOTES No. 0003N tVIEETING DATE: 10/29/2003 SUBJECT: B.B. Promenade and Riverwalk STATUS STARTED DUE BALL IN COURT OLD KI3ALEY RRB 020106 Florida Fish and Wildlife Conservation Commission (FWC) OLD KIMLEY RRB 020107 Florida Department of Tansportation (FDOT) OLD KIMLEY RRB 020108 Palm Beach County Traffic Engineering OLD ~EY RRB 020111 Southern Bell OLD KllviLEY RRB 020112 Gas Company OLD * INITIAL CONTACT HAS OCCURRED. GAS COMPANY HAS NO CURRENT PLAN FOR UPSIZING. HOWEVER, PROPOSED DEVELOPIvIENT IN AREA MAY NECESSITATE UPSIZING. * KHA HAS RECEIVED PLAN OF EXISTING FACILITIES AND WILL REVIEW AND COMMENT Update 10/29/03 020113 Cable Company OLD KIMLEY RRB 020115 Boynton Beach CRA OLD Prepared By: Burkhardt Construction, Inc. 3998 Dated: 11/5/2003 P~e 2 of 10 BURKHARDT CONSTRUCTION, INC. 1400 Alabama Avenue, ~20 West Palm Beach, Florida 3340%7048 Tel: (561) 659-1400 Fax; (561) 659-1402 PROJECT TITLE: B.B. Promenade & Riverwalk LOCATION: B.B.C.I~.A. Office ITEM 020117 DESCRIPTION Florida Department of Enviromentat Protection MEETING NOTES No. 0003N MXET/NG DATE: 10/29/2003 SUBJECT: B.B. Promenade and Riverwalk STATUS STARTED DUE BALL IN COURT OLD 020118 Review & coordination with Police/Fire Departments. OLD Prepared By: Burkhardt Construction, Inc. 3999 Dated: 11/5/2003 Pa8~3 ~'10 BURKHARDT CONSTRUCTION. INC. 1400 Alabama Avenue, #20 .--West Palm Beach, Florida 33401-7048 Tel: (561) 659-1400 Fax: (561) 659-1402 PROJECT TITLE: B.B. Promenade & Riverwalk LocATION: B.B.C.R.A. Office ITEM 020202 DESCRIPTION Florida Power and Light (FPL) Letter submitted 10/1/03. F.P.L. timeline conflicts with and delays etwrent schedule by approximately 6 months. Easements, Plans, Design, Permitting, Coordination with Marina * KHA IS MEETINO WITH F.P,L. 10/16/03 TO DISCUSS IMPACT OF F~P.L. TIMELINE ON PROJECTED SCHEDULE: WILL UPDATE 10/29/03. F.P.L. Coordination/Construction Timing update 10/29/03 * MARINA VILLAGE PROJECT IS PROVIDING AN ELECTRICAL EQUIP~ ROOM WHICH WILL TAKE THE PLACE OF 3- CABINETS. * EXISTING OVERHEAD LINES WILL REMAIN IN PLACE AND FUNCTIONING UNTIL DUCT BANK, CABINETS AND ELECTRICAL ROOM (~ MARINA VILLAGE ARE COMPLETED AND ENERGIZED. THEN, OVERHEAD LINES WILL BE DE-ENERGIZED, LINES REMOVED AND POLES REMOVED, · * F~P.L. HAS REQUESTED NEW UNDERGROUND SYSTEM BE INSTALLED WITH H.D.P.E. PIPE FROM INTRACOASTAL WEST TO CON'I~OL ROOM ~ MARINA VILLAGE. FROM THAT POINT WEST, NEW UNDERGROUND SYSTEM IS TO BE 2- 6" CONCRETE ENCASED DUCTS. * ADDITIONAL EASEMENTS OUTS[DE ROAD R/W WiLL BE REQUIRED FROM MARINA VILLAGE, EXXON 'PROPERTY AND BLUE LAGOON VILLAGE. * KHA WILL WILL PREPARE SURVEY/LEGAL DESCRIPTIONS AND PROVIDE TO CRA FOR AQUISITION. * KHA TO SUBMIT 60% ROADWAY/PROMENADE PLAN TO F.P.L. BY 11/10/03. MEETING NOTES No. 0003N MEETING DATE: 10/29/2003 SUBJECT: B.B. Promenade and Riverwalk STATUS STARTED DUE BALL IN COURT OLD KIMLEY RRB Prepared By: Burkhardt Construction, Inc. 4000 Dated: 1/5/2003 Page4 o~lO BURKHARDT CONSTRUCTION, INC. 1400 Alabama Avenue, ~20 -West Palm. Beach, Florida 33401-7048 Tel: (561) 659-1400 Fax: (561) 659-1402 PROJECT TITLE: B.B. Promenade & Riverwalk LOCATION: B.B.C.R2A; Office ITEM 020203 DESC~ON Boynton Beach Engineering KHA TO MEET WITH CITY STAFF RE: LANE WIDTH & PARKING WIDTH STANDARDS. DISCUSSION OF TRAFFIC MOVEMENTS, TRAFFIC COUNTS AND LANE CONFIGURATIONS AT BOYNTON BEACH BOULEVARD & U.S.#1. Update 10/29/03 MEETING SCHEDULED FOR 10/29/03 ~ 11:00AM IN ATTENDANCE: JEFFREY LIVERGOOD LAURINDA LOGAN PETER MAZELLA DALE SUGERMAN RUSSELL BARNES BILL CA_KY MICHAEL BELDOWlCZ DOUGLAS HUTCHINSON DENNIS HAYNES MEETING NOTES No. 0003N MEEIING DATE:' 10/29/2003 SUBJECT: B.B. Promenade and Riverwalk STATUS STARTED DUE BALL IN COURT OLD KIMLEY RRB Prepared By: Burkhardt Construction, Inc. 4001 Dated: 11/5/2003 P~$ oflO BURKHARDT CONSTRUCTION, INC. 1400 Alabama Avenue, ~20 --~West Palm Beach, Florida 33401-7048 Tel: (561) 659-1400 Fax: (561) 659-1402 PROJECT TITLE: B.B. Promenade & Riverwalk LOCATION: B.B.C.R.A; Office ITEM 020205 DESCRIPTION Horizonlal alignment of Boyaton Beach Blvd. extension. I00' R/W 60' ~ Roundabout {~ mar/ha entrance Connection to adjacent developments * CURRENT DEVELOPMENTAL PLAN SHOWS TRANSITION FROM 100' R/W TO 60' R/W TO BEGIN IN ROADWAY/SIDEWALK DESIGN AT N.E. 6TH CT. AND TRANSITION OVER APPROX. 150'. * REVIEW DRIVEWAY ALIGNMENTS NORTH AND SOUTH AT N~E. 6TH CT. TO ALLOW SAFER NORTH/ SOUTH ALIGNMENT & FLOW. * KHA TO EXPLORE PERMITTING/MITIGATION IMPACT OF USING ADDITIONAL 15' WIDTH THROUGH MANGROVES ALONG PROMENADE CORRIDOR TO ALLOW FUTURE TEMP. ACCESS LANE TO MUSEUM SITE. Update 10/29/03 * KHA HAS PROCEEDED TOWARD 60% DESIGN FOR BOYNTON BEACH BLVD. EXTENSION. * TRAFFIC MOVEMENT FOR N~E. 6TH CT. & LA_NCO REALTY (NORTH/SOUTH) HAS BEEN REALIGNED AS PREVIOUSLY' DISCUSSED. * BUS STOP HAS BEEN ADDED EAST OF N.E. 6TH CT. * A BUS SHELTER WILL BE ADDED AT BUS STOP. * MARINA VILLAGE HAS REQUESTED ADDITIONAL ON STREET PARKING EAST OF N.E. 6TH CT. * MARINA VILLAGE HAS REQUESTED RESTROOM BE MOVED TO ANOTHER LOCATION. DESIGN/ BUILD TEAM WILL RELOCATE TO EAST END OF CUL-DE-SAC. BUILDING MAY SERVE MULTIPLE PURPOSES; RESTROOM, EMERGENCY MEDICAL, SECURITY, TICKET BOOTH, STORAGE. * K.H.A. WILL PRESENT COLOR TEXTURE PALLET FOR BOYN-TON BEACH BLVD. EXTENSION & PROMENADE FINISHES BY 11/12/03. MEETING NOTES No. 0003N MEETING DATE: 10/29/2003 SUBJECT: B.B. Promenade and Riverwalk STATUS STARTED DUE BALL IN COURT OLD Prepared By: Burkhardt Construction, Inc. 4002 Dated: 11/5/2003 P88o6 of lO BURKHARDT CONSTRUCTION, INC. 1400 Alabama Avenue, ~20 West Palm Beach, Flodda 33401-7048 Tel: (561) 659-1400 Fax: (561) 659-1402 MEETING'NOTES No. 0003N PROJECT TITLE: B.B. Promenade & Riverwalk LOCATION: B.B.C.~A. Office ITEM 020301 DESCRIPTION Boynton Beach Utilities City utility coordination and coordination with Marina Village Meeting 10/29/03 ~ 11:00am * CITY WILL REVIEW MARINA VILLAGE PLAN SUBlV[ITTAL 10/29/03. * WATER/SEWER IMPROVEMENTS WITHIN R/W WILL BE DESIGNED, COORDINATED AND CONSTRUCTED BY C.R.A. DESIGN/BUILD TEAM. * MARINA VILLAGE DEVELOPER WILL TIE-IN WATER & SEWER AT PROPERTY LINE. M~EETING DATE: 10/29/2003 SUBJECT: B.B. Promenade and Riverwalk STATUS STARTED DUE BALL IN COURT OLD KIMLEY RRB 020302 Marina Developer and Professional Services Team Meeting with Related Group 10/24/03 * 3- sets of approved 15% plans to Gregory Stepp. * 1- set of approved 15% plans to rfry(~-ogcrfry.com * Danny Brannon (Brannon & Giilespie) will get involved with coordination and schedule for F.P.L. * Define R/W adjoining Marina Village pavers with concrete band curb. * Requested roadway be constructed to botom lift asphalt and left for Marina Village construction traffic. Sequence and Timeline. * DESIGN/BUILD TEAM WILL CONSTRUCT TEMP. PAVED ACCESS ROAD FOR USE BY MARINA VILLAGE CONSTRUCTION TRAFFIC. OLD 020303 Restroom Facility * PER MARINA VILLAGE REQUEST, RESTROOM FACILITY WILL BE RELOCATED TO EAST OF CUL-DE-SAC. OLD 020304 Trolley * ADDITIONAL RfW WIDTH ALONG SOUTH SIDE OF PROMENADE WILL BE REQUIRED TO ACCOMODATE TROLLEY ACCESS THROUGH PROMENADE AREA (30 FT. R/W AREA). OLD Prepared By: Burkhardt Construction, Inc. 4003 Dated: 11/5/2003 PMO7 ~f I0 BURKHARDT CONSTRUCTION, INC. 1400 Alabama Avenue, S0 West Palm Beach, Flodda 33401-7048 Tel: (561) 659-1400 Fax: (561) 659-1402 PROJECT TITLE: B.B. Promenade & Riverwalk LOCATION: B.B.C.R~a~'. Office ITEM 020305 DESCRIPTION Landscape Plans * KHA WILL HAVE LANDSCAPE PLANS WITH COLOR, TEXTURE AND PLANTING PALLET BY 11/12/03. 020306 Enviromental Permitting Status MEETING NOTES No. 0003N MEETING DATE: 10/29/2003 SUBJECT: B.B. Promenade and Riverwalk STATUS STARTED DUE BALL IN COURT OLD OLD 030101 Request for Transportation Concurrency Exemption Area (TCEA) Study. * C.R.A. REQUESTED PROPOSAL FROM BURKHARDT/KIMLEY-HORN FOR TCEA STUDY. BCI/KHA WILL SUBMIT PROPOSAL BY 10/6/03. Proposal submitted 10/8/03. Current status? * KHA TO MEET & DISCUSS SCOPE OF SERVICES WITH QUINTAS GREENE. Update 10/29/03 * TCEA STUDY WILL BE PERFORMED OUTSIDE THIS DESIGN/BUILD CONTRACT. OLD 110000 CONTRACT AND CHANGE ORDER STATUS OLD 110104 Invoice for balance of 15% schematic design phase submittal for owner payment 10/15/03. PAYMENT RECEIVED, THANK YOU. OLD 110201 Contract aud Change Order #1 approved. OLD Prepared By: Burkhardt Construction, .Inc. Dated: 11/5/2003 4004 Pang ofl0 BURKHAR'DT CONSTRUCTION, INC. 1400 Alabama Avenue, #20 ~West Palm Beach, Florida 33401-7048 Tel: (561) 659-1400 Fax: (561) 659-1402 PROJECT TITLE: B.B. Promenade & Pdverwalk LOCATION: B.B.C.R~: Office ITEM 110301 DESCRIFrION Contract Modification 30% scope of services. 100% construction drawing & contract documents. * DESIGN/BUILD TEAM WILL PRESENT PROPOSAL FOR 100% DESIGN PHASE BY 11/12/03. * BOYNTON BEACH BLVD. EXTENSION PLANS HAVE PROCEEDED BEYOND 30% LEVEL. ETING No. 0003N MEETING DATE: 10/29/2003 SUBJECT: B.B. Promenade and Riverwalk STATUS STARTED DUE OLD BALL IN COURT 120000 SCHEDULE UPDATE OLD 120102 Establish initial timelines for design, permitting and construction. INITIAL BAR CHART SCHEDULE SUBMITTED FOR REVIEW AND COMME~ 10/15/03. OLD 130000 OTHER OLD 140000 ACTION ITEMS OLD 14O101 * INITIAL TRAFFIC STUDY TO DETERMINE LANE CONFIGURATIONS Proposal submitted 10/8/03 for owner approval. * KHA TO MEET WITH QUINTAS GREENE TO DISCUSS SCOPE. * TCEA STUDY WILL BE PERFORMED OUTSIDE THIS DESIGN/BUILD CONTRACT. OLD KIMLEY RRB Prepared By: Burkhardt Construction, Inc. 4005 Dated: 11/5/2003 P~egofl0 BURKHARDT CONSTRUCTION, INC. 1400 Alabama Avenue, ~20 --West Palm Beach, Florida 33401-7048 Tel: (561) 659-1400 Fax: (561) 659-1402 PROJECT TITLE: B.B. Promenade & Riverwalk LOCATION: B.B.C.R.A. Office ITEM 140102 DES~ON S.F.W.M.D. PERMIT APPLICATION PERMIT REQLYlREMENTS HAVE BEEN REVIEWED WITH S.F.W.M.D. STAFF. PLAN & PERMIT APPLICATION WILL BE SUBMITTED BY 11/12/03, NOTES No. 0003N MEETING DATE: 10/29/2003 SUBJECT: B.B. Promenade and Riverwalk STATUS STARTED DUE BALL IN COURT OLD KIMLEY RRB 150000 NEXT JOB PROGRESS MEETING WILL BE ON WEDNESDAY NOVEMBER 12, 2003 ~ 9:30a.m. OLD Prepared By: Burkhardt Construction, Inc. 4006 Dated: 1 t/5/2003 P~e 10 of 10 VIII. Old Business Any person who decides to appeal any decision of the Comm~lnity Redevelopment Board with respect to any matter comidered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the Croceeclings is made, wh/ch record includes the testimony and evidence upon which the appeal is to be based. 4007 '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 Douglas Hutchinson at 561-737-3256 at least twenty-four hours prior to the program or activity in order for the CRA to reaSonably accommodate your request. IX. New Business Any person who decides to appeal any decision of the Community Redevelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. 4008 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 Douglas Hutchin.~on at 561-737-3256 at least twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. MEMO TO: FROM: DATE: SUBJECT: CRA Board Douglas Hutchinson November 11, 2003 Marina Village Parking Expansion Funding The CRA is being asked to consider funding $1,050,000 for parking garage exPansion in the Madna Village project as part of a new mediation agreement between three parties in the marina area. The Marina Village project has been under development for almost 20 years and this lead project now faces one last challenge to become a reality. This request for parking garage expansion funding comes to the CRA after exhaustive negotiations by the three parties and their legal representatives involved in the "Second Amended Mediation Agreement." This agreement seeks to settle claims and counter claims arising from ongoing issues in the madna area. Those parties are the City of Boynton Beach, DSS Properties (Two Georges) and The Related Group. It should be. noted that the Marina Village project moving forward and being built may well depend on the CRA's help. Why would the CRA consider this request? This project is the anchor to Boynton's downtown future. The Project has major influence on Boynton from not only its $110 million impact, but also over.S200 million in additional projects coming to downtown. It is ready to "come out of the ground" with cooperatiOn from all parties. HoweVer, one element remains whiCh the CRA has been asked to consider becoming involved with by the parties. The CRA is being asked to fund $1,050,000 from tax increment sources an additional parking garage'expansion. It' is my point-of-view that the CRA was created to generate new tax base, jobs, and economic stimulation. The CRA is the "difference" which makes projects happen throughout the CRA District. We are here to cover gaps'in projects. The CRA looks at the "bigger" concept or impact to the entire CRA area. We should not be counting bricks 4009 or parking spaces in the area, but viewing the marina area, which is Boynton's premier destination, from a patron's, visitor's, and the public's perspectiVe. Patrons are not limited to one establishment per visit. A destination area creates multiple enjoyment opportunities, therefore any un-gated spaces, "open" or "valet parking" serve as "public parking" for visiting patrons (Valet parking patrons are not restricted to visit only one business in the area). Note that the valet parking is for public use and not employees. Logistically addressing parking garage usage, the retail parking spaces which are not "valet reserved" and 35 of the proposed additional CRA spaces will be "open" for the public to park,. Those "open parking" spaces break down as follows: 35 CRA, 15 handicap, 88 shopping and 15 marina slips which generates 153 "open parking" spaces in the garage. Valet parking is 125 and CRA 35; therefore, total garage parking for visitors .and patrons with both "open" and "valet" is 313. Code requirements (open and/or valet parking) for the Marina Village Project are 88 retail, 15 handicap, marina 15, restaurant 70 or a total of just 188 vs. 313 available (Note that additional private spaces are located on Casa Loma which also applies in order to obtain compliance with parking .code requirements). The analysis of the Project reveals that there will be more parking for people to come to the area than ever before. Further, offsite lots, signage, security and people movers are proposed to further clear the area of.congestion and provide for public 'and employee parking needs. The CRA and area businesses have met and made great strides in coordinating business activities in the marina area. This holistic overview is what "people" see. I feel this is the most important end reSult of the CRA's involvement in the Marina area. Is the CRA investment sound from an economic perspective? As mentioned above, the direct tax base impact is $110 million with a TIF impact value of $80 million. This adjusted value accounts for homestead exemptions for primary residences and that the appraised values tend to run approximately 90% of "Retail" project value. The CRA receives 95% of the TIF created on increased value. Therefore, the project directly impacts the CRA's annual TIF revenue income by a projected $858,550 in new funds. 4010 This means that the proposed CRA contribution is returned in one and one quarter (1.25) years upon project completion. Note that the project generates this revenue stream and not other taxpayers. Also note that this $858,550 is only generated if the project is built. TO give some perspective to this amount of annual revenue, the CRA's entire annual operating budget for this year is $586,278. This one project alone would annually cover this operating cost by 1.5 times. Over the life of the project (30 years) the property tax impact is $25,750,000 in today's dollars. The economic case for the CRA is clear, but what about the impact to the rest of Boynton Beach? The disposable income of the occupants of the project, even if seasonal is quite substantial. The stores, businesses and restaurant will generate well over 100 jobs and sales tax, utility revenues, franchise fees, etc... This economic activity will have a multiplier effect which approaches $10 million in community economic activity each year (Using RMS economic modeling standards). HoWever, perhaps the most important factor that the Marina Project possesses is Momentum for Boynton. This IS priceless. The proposed agreement defines the CRA's proposed funding schedule. It is tied to actual construction and has provisions for CRA verification of draw requests. The draw schedule is within our budget projections and actually will enable the CRA to manage Other Project cash-flow needs very favorably. The CRA staff endorses the proposed funding agreement and the CRA's contribution to make this Project "come out of the ground." The Project 'clearly is a win-win from all aspects; the City, Related, Two Georges (and their renters), existing businesses, visitors, the public, the CRA and all of Boynton Beach. 4011 © x o~ ~o 4012 Page 1 of 1 Record 1 DEV.GIS.TAXPARCELS2002.PON 4013 Palm Beach County Property Appraiser Property Search System Page 1 of 2 Home Search Search Re~ Property In Owner Info Structural Extra Feat Land Deta. Tax Detail Gary IR, Nlkolits, CFA Palm Beach County,Appraiser Public.Access System - Property Information ult Location Address: 743 NE 1ST AVE Ormation Municipality: CITY OF BOYNTON BEACH 'mati°nparcei Control Number: 08-43-45-27-01-000-0370 retail SubdiVision: DEWEYS SUB IN res Official Records Book: 14621 Page: 998 Legal Description: DEWEYS SUB LTS 37 & 38 Sale Date: Dec-2002 P ri nt !~f_°_!._n~a_~n er ' n fo rma tio n ~~~ Name: TRG BOYNTON BEACH LTD Pr°pe?.ylAppraiserMailing Address: 2828 CORAL WAY STE PH Htme MIAMI FL 33145 3214 2003 Proposed Appraisal Improvement Value: Land Value: Market Value: Use Code: $228,469 $4,460,000 $4,688,469 2000 Number of Units: Total Sq. Ft: Acres: 4.83 Description: AIRPORT/MARINA i - 2003 Proposed Tax Ad Valorem: $112,054.88 ·Non ad valorem: $0.00 Total: $112,054.90 2003 Proposed Assessed & Taxable Values Assessed Value: $4,688.,469.00 Exemption amount: $0 (2003 Exemption) Taxable: $4,688,469.00 Sales Information ExemptiOn Information Unavailable. .,.q_ale.$._D.a~ Book Page Price las_tr_ulrLe~ Dec-2002 14621 998 8000000 WD Dec-2002 14621 1002 10 QC Nov-2000 12162 6 4624699 WD Nov-1995 08992 1751 500000 CT Aug-1995 08870 0023 100 WD Nov-1994 08636 1191 3911600 WD Jun-1986 04917 1468 2500000 WD Nov-1983 04077 0906 900000 WD Owner TRG BOYNTON BEACH LTD TRG BOYNTON BEACH LTD AERC VIRGINIA INC 4014 ' Identify Results DEV,GIS.TAXPARCELS2002,PCN: DEV,GIS,TAXPARCELS2002,CTY: DEV,GI$,TAXPARCEL$2002,RNG: DEV,GIS,TAXPARCELS2002,TWP: DEV. GIS,TAXPARCELS2002,SEC: DEV.GIS,TAXPARCELS2002,$UB: 08434527010000370 08 43 45 27 01 DEV,GIS,TAXPARCELS2002, BLK: 000 DEV,GIS,TAXPARCELS2002,LOT: 0370 DEV. GIS.TAXPARCELS2002,ClTY_PROP: 0 DEV,GIS,TAXPARCELS2002,ClTY: 08 DEV.GI$,TAXPARCELS2002,RANGE: DEV.GIS,TAXPARCELS2002,TOWNSHIP: DEV,GIS,TAXPARCEL$2002.SECTION_: DEV,GIS,TAXPARCEL$2002,S UBDIVISIO: 43 27 01 DEV,GIS,TAXPARCELS2002,BLOCK: 000 DEV,GIS,TAX PARCELS2002,LOT_I: 0370 DEV,GIS,TAXPARCELS2002, NAME: AERC VIRGINIA INC DEV,GIS,TAXPARCELS2002.ADDRESSI: 5025 SWETLAND CT DEV,GIS,TAXPARCELS2002,ADDRESS2: DEV,GIS.TAXPARCEL$2002,ADDRESS3: DEV,GIS,TAXPARCE LS2002,ZIPCO DE: DEV,GIS,TAXPARCELS2002, M 1SELLINGP: DEV,GIS.TAXPARCELS2002,M 1 BOOK: CLEVELAND OH 44143 1467 441431467 4624699 12162 DEV,GIS,TAXPARCELS2002, M1 PAGE: 6 DEV,GIS,TAXPARCELS2002,M ISALETYPE: V DEV,GIS,TAXPARCELS2002, M 1 INSTRUME: WD DEV,GIS,TAXPARCELS2002,M1QUALIFIE: U DEV,GIS.TAXPARCELS2002,M2SELLINGP: 500000 DEV,GI$,TAXPARCELS2002,M2BOOK: 8992 DEV,GIS,TAXPARCELS2002,M2PAGE: 'D EV,GIS,TAXPARCELS2002, M2SALETYPE: DEV,GIS,TAXPARCELS2002,M21NSRUMEN: DEV,GIS.TAXPARCELS2002,M2Q UALIFIE: 1751 I CT D DEV,GIS,TAXPARCEL$2002, M3SELLINGP: 100 DEV,GIS,TAXPARCELS2002,M3BOOK: 8870 DEV,GIS,TAXPARCE LS2002,M3PAG E: 23 DEV, GIS.TAXPARCELS2002, M3SALETYPE: DEV, GIS,TAXPARCELS2002. M31NSTRUME: WD DEV, GIS.TAXPARCELS2002,M3QUALIFIE: D DEV, GI$,TAXPARCELS2002. M4SELLINGP: DEV, GIS,TAXPARCELS2002,M4BOOK: DEV, GIS,TAXPARCELS2002. M4PAGE: DEV,GIS,TAXPARCELS2002,M41NSTRUME: DEV,GIS.TAXPARCELS2002. M4QUALIFIE: 3911600. 8636 1191 WD D DEV, GIS,TAXPARCEL$2002, NCOAFLAG: DEV,GIS.TAXPARCEL$2002,ASSOClATIO: DEV,GIS,TAXPARCELS2002,CFLAG: DEV, GIS,TAXPARCELS2002,LEGALI: DEWEYS SUB LTS 37 & 38 DEV, GIS,TAXPARCELS2002,LEGAL2: DEV,GIS,'I'AXPARCELS2002,LEGAL3: DEV,GIS,TAXPARCE LS2002,ZlP POINTO F: DEV,GIS,TAXPARCELS2002,ZlPBARCODE: DEV, GIS,'I'AXPARC EL$2002,TAXDISTRIC: 25 9 08984 DEV,GIS,TAXPARCELS2002,NONADVALOR: DEV,GIS,TAXPARCELS2002,PROPERTYUS: 2000 DEV,GIS,TAXPARCELS2002,OWNERTYPEC: 0 DEV,GIS,TAXPARCELS2002,SOHCURRENT: 0 DEV,GIS,TAXPARCELS2002,ACRES: 4,83 DEV, GIS,TAXPARCELS2002,SOH BASEYEA: DEV,GI$,TAXPARCELS2002,CYAGRICULT: DEV,GIS.TAXPARCELS2002,CYA$SESSED: DEV.GIS,TAXPARCELS2002,CYMARKETVA: DEV,GIS,TAXPARCELS2002,CYNEWCONST: 0 3186200 3186200 0 DEV, GI$.TAXPARCELS2002, CYDEMOLITI: 0 DEV, GI$,TAXPARCELS2002,CYLANDVALU: 3186200 4015 Date: 11/712003 Time: 9:06:18 AM Identify Results DEV.GIS.COMMUNITY_REDEVELOPMENT.~a~REA. AREN 71886480 DEV.GIS.COMM UNITY-REDEVELOPM ENT-~AREA-PERIM ETER: 62336.109375 DEV. GIS.COM M UNI'I'Y_HE~EVELOPMENT_AREA. CRA~: 2 DEV.GIS.COMM UNITY-REDEVELOPMENT~N=IEA. CFLaL_ID: 1 D EV.GI$.COMM UNITY~REDEVELOPMENT_AREA. ACREAGE: 0 DEV, GI$.COMMUNITY_REDEVELOPMENT_AREA. OBJECTID: I 4016 Date: 11/7/2003 Time: 9:05:38 AM Identify Results DEV. GIS.TAXPARCELS2002,CYBUILDING: 0 DEV.GIS.TAXPARCELS2002.CYTAXABLEV: 3186200 DEV. GIS.TAXPARCEL$2002.CYEXEMPTIO: 0 DEV. GIS.TAXPARCELS2002.PYAGRICULT: 0 DEV. GIS.TAXPARCELS2002.PYASSESSED: 3186200 DEV. GI$.TAXPARCELS2002.PYMARKETVA: 3186200 DEV. GIS.TAXPARCELS2002.PYNEWCONST: 0 DEV. GIS.TAXPARCELS2002.PYNDEMOLIT: 0 DEV. GIS.TAXPARCELS2002.PYLANDVALU: 3186200 DEV.GIS.TAXPARCELS2002.PYBUILDING: 0 DEV.GIS,TAXPARCELS2002.PYTAXAB LEV: 3186200 DEV.GIS.TAXPARCELS2002.PYEXEMPTIO: 0 DEV. GIS.TAXPARCE LS2002.P ETITIONN U: 0000004327 DEV.GI$.TAXPARCELS2002.EXEM PTIONC: DEV,GIS.TAXPARCELS2002.OBJECTID: 14138 4017 Date: 11/712003 Time: 9:06=18 AM Page 1 of 1 Hutchinson, Douglas From: Larry Justiz [Ijustiz@RELATEDGROUP.COM] Sent: Wednesday, November 05, 2003 2:54 PM To: Hutchinson, Douglas Subject: Marina Village. Doug, As we stated at the Commission and CRA meetings earlier this year, the "retail" value of the Marina Village project will be a minimum of $100 to $110 million, excluding the restaurant site; 17,000 sq. fi. of retail space, and the 36-slip marina value. All 349 residential units have been sold (338 condo units and 11 townhouse units), therefore the only unknowns at this time are the retail values of the restaurant site, the retail space, and the 36-slip marina. Please let me know if I can provide you with any further information. Larry Justiz Director of Land Acquisition E-mail: LJUSTIZ~RELATEDGROUP.COM Cell: (786) 236-5328 Office: (305) 460-9900, Ext. 139 The Related Group of Florida 2828 Coral Way, PH 1 Miami, Florida 33145 11/5/2003 4018 FUNDING AGREEMENT This Funding Agreement ("Agreement") is made and entered into this day of ., 2003, by and between TRG BOYNTON BEACH, LTD., a Florida limited partnership ("TRG") ("Developer"), and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part Florida Statutes ("CRA"). WlTNESS ETH: WI-~REAS, the City Commission of the City of Boynton Beach, Florida ("City Commission"), created the CRA pursuant to Chapter 163, Part ITt, Florida Statutes; and WHEREAS, TRG is the owner of certain property ("TRG's Property") located near the intersection of Federal Highway and Boynton Beach Boulevard and desires to develop and/or redevelop such property with certain funding assistance from the CRA; and WHEREAS, TRG's Project, as defined below, is included within the boundaries of the redevelopment area over which the CRA has jurisdiction; and WHEREAS, the City Commission has adopted a Community Redevelopment Plan ("Plan") for the area within the jurisdiction of the CRA, which includes TRG's Property, and the Plan contemplates the development/redevelopment of TRG's Property for mixed uses, including multi family residential, commercial, marina, and restaurant uses; and WH~AS, TRG and the CRA desire to establish an agreement between them for certain financial assistance to be contributed by the CRA to TRG in connection with TRG's Project. Now, THEREFORE, in consideration of the conditions, covenants and mutual promises set forth, the Developer and CRA agree as follows: 1. Recital. The foregoing recitatiOns are true and correct and are hereby incorporated herein by reference~ Al/Exhibits to this Agreement are hereby deemed a part hereof. 2. Proiect Overview and CRA Determination. 2.1 TRG's Pro~ect. TRG's Project consists of certain multi-family, commercial, marina, and restaurant uses. A Site Plan showing TRG's Project is attached hereto as Exhibit "A". 2.2 CRA Determination. The CRA has determined that TRG's Project is consistent with and furthers the goals and objectives of the Plan and that development of the TRG's Project will promote the health, safety, morals and welfare of the residents of the City of Boynton Beach, Florida. The CRA is authorized to expend funds from its Redevelopment Trust Fund for the purposes established in this Agreement. 4019 " 3. Developer's Obligations. TRG shall have the following obligations with respect to TRG's Project: 3.1 TRG's Project shall be constructed, used and maintained substantially in accordance with the Site Plan attached hereto as Exhibit "A" and the terms of this Agreement. ' 3.2 TRG agrees to construct, as part of TRG's Project, a multi-level parking garage ("TRG Parking Garage"). Seventy (70) of the parking spaces contained in the TRG Parking Garage (hereinafter referred to as the "70 Spaces") shall be allocated as follows: (i) 35 parking spaces shall be unassigned and available for use by the general public; and (ii) 35 parking spaces shall be assigned for the exclusive use of the existing Two Georges Restaurant (patrons only), located adjacent to TRG's Project. The 70 Spaces shall be identified with appropriate signs and/or pavement markings, and the owner of the Two Georges Restaurant shall have the right to enforce the parking restriction r&lafive to its 35 parking spaces by towing vehicles found to be in violation. The 70 Spaces shall be located on the ramp to the second level and the second level of TRG's Parking Garage as shown on the diagram attached hereto as Exhibit "B". 3.3 TRG shall complete TRG's Project, including TRG's Parking Garage, as evidenced 'by the issuance of appropriate certificates of occupancy or completion, on or before December 31, 2006. 4. CRA. Obligation. CRA shall pay to TRG the sum of One Million Fifty Thousand Dollars ($1,050,000.00)'("CRA Funding") for constructing the 70 Spaces. The CRA Funding shall be paid to TRG in accordance with the draw schedule attached hereto as Exhibit "C". 5. Insurance. The Developer shall maintain in full force and effect, at its sole cost, the insurance coverage set forth below in a form, content, and amount acceptable to the CRA, relating to the construction of the TRG Garage: 5.1 Fire and Extended Coverage: (Builder's Risk Policy) During construction of the TRG Garage, TRG, at its expense, shall provide full theft, windstorm, fire and extended coverage on the TRG Garage for the benefit of the CRA and TRG, as each party's interests may appear, in an amount not less than one hundred percent (100%) of the replacement value of the TRG Garage or new construction. Such insurance shall provide that the interests of the CRA are included as a loss payee and contain a waiver of subrogation fights by TRG's carrier against the CRA. 5.2 Worker's Compensation: TRG shall provide, carry, maintain and pay for all necessary Worker's Compensation insurance for the benefit of its employees with the following bruits: Worker's Compensation-statutory limits; Employer's Liability - one hundred thousand ($100,000.00) dollars for each accident; five hundred thousand ($500,000.00) dollars disease (policy limit); and one hundred thousand ($100,000.00) dollars disease (each employee). 4020 2 5.3 Owners, Contractor's Protective Liability Insurance (OCP Policy): During construction of the Garage, TRG shall, at its own expense, provide, pay for, and continuously maintain Owners, Contractor's Protective Liability insurance in excess of the contractor's liability policy for the benefit of the CRA, with a combined policy limit of not less than one million dollars ($1,000,000.00), which coverage shall include property damage and personal injuries, including death. Following completion of the TRG Garage, General Liability insurance shall 'be maintained by TRG, or its successors or assigns, with the same or greater policy l/mit. The policy shall include coverage for premises/operations, products, completed operations, contractual liability, and independent contractors. The CRA shall be named as an additional insured in the OCP and General Liability policy. 6. TRG's Default, Remedies. 6.1. Event 0f Default. The occurrence of any one or more of the following shall constitute an Event of Default by TRG hereunder: 6.1.1 If TRG defaults in the performance of any obligation, imposed upon TRG under this Agreement or if TRG fails to complete constructiOn of TRG's Garage as provided herein, and TRG does not commence to cure such default within thirty (30) days after delivery of notice of such default from the CRA and diligently pursue such cure to completion after delivery of. such notice; or 6.1.2 If, (a) an order, judgment or decree is entered by any court of competent jurisdiction adjudicating TRG bankrupt or insolvent, approving a petition seeking a reorganization or appointing a receiver, trustee or liquidator of TRG or of all or a substantial part'of its assets, or (b) there is otherwise commenced as to TRG or any of its assets any proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment, receivership or similar law, and if such order, judgment, decree or proceeding continues unstayed for more than sixty (60) days after any. stay thereof expires. 6.2 Remedies. Upon the occurrence of any Event of Default by TRG hereunder that remains uncured, the CRA shall have the following non-exclusive rights: (i) to terminate the Agreement, without cost or liability to TRG, (ii) to stop any disbursements of CRA Funds; (iii) to immediately enforce all of its rights under this Agreement; and (iv) to avail itself of any right it may have at law or in equity. 7. CRA Default, Remedies. 7.1 Event of Default. The failure of the CRA to provide the CRA Funding at such time as TRG is entitled thereto shall constitute an Event of Default. In the Event of Default as provided above, the CRA shall cure such default within thirty (30) days after delivery of such notice of default from TRG. 4021 8 7.2 Remedies. In the event of any Event of Default by the CRA hereunder that remains uncured, TRG may terminate this Agreement and TRG shall have no further obligations with respect to the 70 Spaces. 8. General Provisions. 8.1. Non-liability of CRA Officials. No member, official or employee of the CRA shall be personally liable to TRG or to any person with whom TRG shall have entered into any contract, or for any amount which may become due to TRG under the terms of this Agreement. 8.2. Notices. All notices to be given hereunder shall be in writing and personally delivered or sent by registered or certified mail, rem receipt requested, or delivered by an air courier service utilizing return receipts to the parties at the following addresses (or to such other or further addresses as the parties may designate by like notice 'similarly sent) and such notices shall be deemed given and received for al! purposes under this Agreement three (3) business days after the date same are deposited in the United States mail, if sent by registered or certified mail, or the date actually received if sent by personal delivery or air courier service, exCept that notice of a change in address shall be effective only upon receipt. If to the CRA: Boynton Beach Community Redevelopment Agency Atto: Douglas Hutchinson, ExecUtive Director 639 E. Ocean Avenue, Suite 107 Boynton Beach, Florida 33435 Telephone No. (561) 737-3256 Fax No. (561) 737-3258 With Copy to: Lindsay A. Payne Goren, Cherof, Doody and Ezrol, P.A. 3099 E. Commercial Boulevard Fort Lauderdale, Florida 33308 Telephone No. (954) 771-4500 Fax No. (954) 771-4923 If to the Developer: TRG of Boynton Beach, LTD. Atto: Roberto Rocha 2828 Coral Way, Penthouse 1 Miami, Florida 33145 Telephone No. (305) 460-9900 Fax No. (305) 445-1834 4022 4 With Copy to: Gerald L. Knight Holland & Knight tJ.p One East Broward Boulevard, Suite 1300 Fort Lauderdale, Florida 33301 Telephone No. (954) 468-7868 Fax No. (954) 463-2030 8.3 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior negotiations and agreements between them with respect to all or any of the matters contained herein. . 8.4 Amendment. This Agreement may be amended by the parties hereto only upon the execution of a written amendment or modification signed by the parties. 8.5 Assignment. This Agreement shall be binding upon and enforceable by and against the parties hereto, their successors and assigns, and inure to the benefit of the successors and assigns of the parties. TRG agrees that it shall not assign or transfer this Agreement to another party without the prior written consent of the CRA,. which consent shall not be unreasonably withheld or delayed. 8.6. Independent Contractor. In the performance of this Agreement, TRG will be acting in the capacity of an independent contractor and not as an agent, employee or partner of the CRA. 8.7. Venue: Applicable Law. All legal actions arising out of or connected with this Agreement must be instituted in the Circuit Court of Palm Beach County, Florida, or United States District Court for the Southern District of Florida. The laws of the State of Florida shall govern the interpretation and enforcement of this Agreement. 8.8. Permitted Delays. Subject to providing written notice of such and event and the party's intention to exercise the applicability of this provision, no party to this Agreement shall be deemed in default, and the time for performance of any required act hereunder shall be extended for such period, where such a default is based on a delay in performance as a result of war, insurrection, strikes, lockouts, riots, floods earthquakes, fires, casualty, acts of God, epidemic, quarantine restrictions, freight embargo, shortage of labor or materials, interruption of utilities service, lack of transportation, government restrictions of priority, litigation, severe weather and other acts or figures beyond the Control or without the control of either party; provided, however, that the extension of time granted for any delay caused by any of the foregoing shall not exceed the actual period of such delay, and in no event shall any of the foregoing excuse any financial inability of a party. 4023 8.9 Approval of Agreement. By the execution hereof: 8.9.1 The CRA represents that the execution and delivery hereof has' been approved at a duly convened meeting of the CRA, and the same is binding upon and enforceable against the CRA in accordance with its terms. 8.9.2 TRG represents that: (i) the execution and delivery hereof has been approved by all parties whose approval is required, (ii) this Agreement is binding upon TRG and enforceable against it in accordance with its terms; (iii) the persons executing this Agreement on behalf of TRG are duly authorized and are empowered to execute the same for and on behalf of TRG. There are no actions, suits, or proceedings pending or, to the best knowledge of TRG, threatened actions or proceedings before any court or administrative agency that questions or materially adversely affects TRG's ability to perform its obligations under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. CRA Signed, Sealed and Witnessed In the Presence of: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Name of Witness Printed Above Name of Witness Printed Above By: Attest: By: , Chair Douglas Hutchinson, Executive Director 4024 6 STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledge before me this day of ,2003, by as of the Boynton Beach Community Redevelopment Agency, who is personally known to me or who produced , (type of identification) as identification. NOTARY'S SEAL: NOTARY PUBLIC STATE OF FLORIDA (Signature of Notary Taking Acknowledgement) (Name of Acknowledger Typed, Printed or Stamped) Commission Number TRG TRG BOYNTON BEACH, LTD., a Florida limited partnership Name of Wimess Printed Above Name of Witness Printed Above By: Name: Title: 4025 7 STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2003, by as of TRG Boynton Beach, LTD. who is personally known to me or who produced (type of identification) as identification. NOTARY'S SEAL: NOTARY PUBLIC STATE OF FLORIDA (Signature of Notary Taking Acknowledgement) (Name of Acknowledger Typed, Printed or Stamped) Commission Number 4026 8 EXHIBIT "A" Site Plan of TRG's Project 4027 Location of 70 Spaces in TRG's Garage 4028 EXHIBIT "C" · Draw Schedule This Draw SchedUle will pay TRG-Boynton Beach, LTD ("TRG") for the construction of 70 parking spaces in the Marina Village structured parking garage. The total payment from the Boynton Beach Community Redevelopment Agency ("CRA") to TRG is $1,050,000. SCHEDULE OF PAYMENTS Payment % of Total Amount Payment To Be Made Upon Number Payment Completion Of: i 15% $157,500 TRG receiving a building permit for the garage. 2 15% 157,500 30% of the garage 3 15% 157,500 45% of the garage 4 15% 1.57,500 60% of the garage 5 15% 157,500 75% of the garage 6 15% 157,500 90% of the garage 7 10% 105,000 100% of the garage, and TRG receiving a CO for the garage from the City of Boynton Beach. Total $1~050~000 Each request from TRG to the CRA for a draw payment under this Draw Schedule shall be certified by the architect of record for the garage and verified by the CRA. The CRA shall make payment to TRG within 10 days of the Draw Request being delivered to the CRA. # 1347126_.v3 4029 IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT OF FLORIDA, IN AND FOR PALM BEACH COUNTY, CIVIL ACTION CASE NO. CL 99-8505 AG DSS PROPERTIES, LTD. and DSS MANAGEMENT, INC. D/B/A TWO GEORGES RESTAURANT, Plaintiffs VS. CITY OF BOYNTON BEACH, Defendant. .SECOND AMENDED MI/4~IATION AGREEMlr. NT THIS SECOND AMENDED MEDIATION AGREEMENT (hereinafter referred to as the "Second Amended Mediation Agreement") is entered into this and among: day of 2003., by DSS Properties Ltd.(n/k/a DSS Properties, L.C., a Florida limited liability -company), and DSS Management, Inc. d/b/a Two Georges RestaUrant (hereinafter collectively referred to as "Two Georges*,); City of Boynton Beach, Florida (hereinafter referred to as the **City"); and TRG-Boynton Beach, Ltd., a Florida limited partnership (hereinafter referred to as "TRG"); and IN CONSIDERATION of the mutual conditions and obligations hereinafter set forth, the parties hereby agree as follows: 1. Amended Mediation A~reement Rescinded. The Amended Mediation Agreement (hereinafter the "Amended Mediation Agreement") entered into on June 12, 2000, by Two Georges, the City, and Ocean Breeze Festival Park, Inc. (hereinafter referred to as "Ocean Breeze"), TRG's predecessor-in-rifle, is hereby rescinded, and the fights of the parties shall be as set forth in this Second Amended Mediation Agreement; however, the following terms of the Amended Mediation Agreement shall continue: a. The City shall not object to the stand-up waiting area (no food service) located on the second floor of the Two Georges Restaurant, provided Two Georges shall be required to obtain any necessary permits from other governmental agencies having jurisdiction over the use of such area; 4030 b. The existing Two Georges parking as reflected on Exhibit "A-1" attached hereto may be used as valet parking. The center aisle may be used for valet queuing and access, but shall otherwise be kept clear. c. The City recognizes that the existing operation of the Two Georges Restaurant, marina, and associated facilities are valid, legal, grandfathered non- conforming uses. Such uses are further described and set forth in Exhibit "H" attached hereto; and d. The City recognizes that the Two Georges Restaurant (including the 2,300 square foot deck expansion heretofore consmacted), the marina and associated facilities may utilize improved parking on the six lots owned by Two Georges south of Ocean Boulevard to meet the City's parking requirements. 2. Final TRG Site Plan. The final site plan for the TRG project, as approved by the City and modified to conform to the provisions of this Second Amended Mediation Agreement, is attached hereto as Exhibit "A" and shall control development of TRG's project, unless provided otherwise in this Agreement. 3. Desien of Casa Loma Boulevard and the Turnaround; Public Access. The design of Casa Loma Boulevard and turnaround area shall be as shown on Exhibit "A" and Exhibit "A-1" attached hereto, and shall be open to public access; however, appropriate signage shall be posted and maintained by the POA, as hereina~er defined, along the waterfront to prohibit fishing off the Casa .Loma Overlook, which prohibition shall be enforced by the POA. TRG, at its expense, shall modify the existing configuration of Casa Loma Boulevard and the turnaround area to conform with such design. Two Georges and TRG agree not to change the design of Casa Loma Boulevard and the turnaround area as depicted on Exhibit "A" and Exhibit "A-l" without the consent of the other, which consent shall not be unreasonably withheld' or delayed. 4. Two GeOrtg~ Paring Spaces On Casa Loma Boulevard and Grandfnthered Businesses. TWo Georges shall have the exclusive right to use the twenty-six (20') parking spaces located on the south side of Casa ~Loma Boulevard and designated on Exhibit "A-l" attached hereto as "Two Georges Spaces". Two Georges shat[ have the right to place appropriate si~cms and/or pavement markings to identify said parking spaces for its customers. Two Georges shall also have the right to enforce this provision by towing vehicles found to be in violation. The utilization of the Two Georges Spaces or any other parking spaces provided for herein by Two Georges shall not relieve Two Georges from complying with its obligations to provide additional parking spaces on the lots south of Ocean Boulevard for parking spaces for the 2,300 square, foot deck expansion heretofore constructed. The parties agree that there has been a historical shortage of parking in the area along Casa Loma Boulevard. Two Georges agrees that the businesses which operate on property owned or under the control of Two Georges are as set forth on Exhibit "H" and that they are the only businesses which are considered "grand-fathered" and entitled to operate without having to provide additional on-site parking. Changes in use or expansion of the Two Georges Restaurant or the businesses listed on Exhibit "H" occurring after the date of this Agreement shall require compliance with City parking regulations in place at the time of the change in use Or expansion. The tables and chairs permitted by Paragraph 7 of this Second Amended Mediation Agreement and the stand up area on the second floor of the Two Georges Restaurant shall not constitute a change in use or expansion. 2 4031 5. Two Georges Trash Compactor. Two Georges, at its expense, and subject to its ability to obtain the necessary permit(s) from the City, shall also place its trash compactor immediately west of the two (2) handicapped parldng spaces located on the south side of Casa Loma Boulevard as shown on Exhibit "A-1" attached hereto. Two Georges, at its expense, shall obtain all required City permits and construct all necessary improvements (including a compactor enclosure consisting of &foot high C.B.S. walls and opaque gates) for the placement of its compactor at that location within one hundred eighty (180) days following the Effective Date. This one hundred eighty (180) day period may be extended in the event that the issuance of the permit(s) is delayed by the issuing authority, as long as Two Georges is diligently pursuing the issuance of such permit(s). The City's issuance of permits is not automatic, but is contingent on compliance with all regulatory conditions fOr issuance of a permit. No conditions of the City Code are impliedly waived by this provision. (5. TRG Parking Spaces on Casa Loma Boulevana.. TRG shall have the exclusive right to use fourteen (14) of the parking spaces located on the north side of Casa Loma Boulevard and designated on Exhibit "A-I" attached hereto as "TRG Spaces". TRG shall have the right to place appropriate signs and/or pavement markings to identify said parking spaces for its customers/residents. TRG shall also have the right to enforce this provision by towing vehicles found to be in violation. The remaining five (5) parking spaces located on the west end of the north side of Casa Loma Boulevard shall be non-exclusive parking spaces available to TRG, Two Georges, and the general public and shall be restricted to two hour parking. 7. Casa Loma Overlook. TRG agrees that thc new restaurant, and thc adjacent commercial/retail space and dockmaster's office to be constructed as part of the TRG Project will not be located within the Casa Loma Boulevard Right-of-Way. The area between the new restaurant and Two Georges Restaurant may have tables and chairs but Will otherwise be kept free of obstructions and shall be designed, constructed and maintained to allow for unrestricted and free public access to the Casa Loma Overlook; however, appropriate signage shall be posted and maintained by the PeA, as hcreina/~er defined, along the waterfront to prohibit fishing off the Casa Loma Overlook, and such prohibition shall be enforced by the PeA. Trash collection trucks cannot go east of the turnaround (except for thc purpose of turning .around), and any dumpsters for the new restaurant shall be a sealed container to eliminate leakage when rolled out from the service entrance for removal and shall be stored in an air conditioned room so as to reduce odors. All truck deliveries to the new restaurant service entrance shall be made prior to I 1:00 AM. 8. Property Owner's Associ~on. Prior to the Effective Date of this Second Amended Mediation Agreement, TRG shall submit to City and Two (~eorges for review the documents (hereinafter referred to as the "PeA Documents") necessary for the establishment of a master property owner's association (hereinafter referred to as the "PEA") which, with. thc exception Of those items set forth in Sub-paragraph b. of this Paragraph 8, shall have the responsibility for the maintenance of Casa Loma Boulevard, the Casa Loma turnaround area, and the Casa Loma Overlook as depicted on Exhibit "A" and Bxhibit "A-l" attached hereto. The PeA Documents shall be consistent with the terms of this Paragraph 8. Two Georges and TRG agree as follows: a. TRG and Two Georges shall execute the Amendment to Declaration of Reciprocal Easements in substantially thc same form attached hereto as Exhibit "D", which, shall, among other things, amend Paragraph 5 of the existing Declaration of 3 4032 Reciprocal Easements, recorded in OftScial Records Book 11980, Page 539 of the Public Records of Palm Beach County, Florida, to reflect the terms, of this Paragraph 8; b. TRG (or the POA as TRG's successor) and Two Georges shall each be responsible for malnta~ng their respective sides of Casa Loma Boulevard as to landscaping, irrigation, street lighting, and trash/debris collection and removal; c. Two Georges shall not be responsible for the maintenance of the fountain (if approved"by the City and constructed); the gas tanks located beneath the proposed fountain area and existing fuel pumps encroaching on the northeast comer of the Casa Loma Overlook; or that portion of the turnaround area located on TRO's property as depicted on Exhibit "A" and Exhibit "A-1" attached hereto; d. TRG (or the PGA as TRG's successor) shall have the obligation to maintain Casa Loma Boulevard (including the turnaround area and Casa Loma Overlook) in good condition and repair, including the resurfacing and re-striping the pavement; the maintaining, repair and replacement of the interlocking pavers; and the posting, maintaining, repair and replacement of traffic control signage (hereimtter referred to as the "Casa Loma Boulevard Maintenance Expenses"). No later than ftfteen (15) days prior to performing any of the maintenance referred to herein (other than emergency maintenance), TRG or the PGA shall provide Two Georges with a w~itten description and cost estimate of the proposed maintenance for its review and approval, which shah not be unreasonably withheld' or delayed. Two Georges shall reimburse TRG or the PGA one- half of the Casa Loma Boulevard Maintenance Expenses as set forth in the Declaration of Reciprocal Easements, as amended by the Amendment to Declaration of Reciprocal Easements attached hereto as Exhibit "D". 9. TRG Parkim, Garage. TRG agrees to construct, as part of the TRG project, a multi-level parking garage (hereinaRer referred to as the "TRG Parking Garage"). Seventy (70) of the parking spaces contained in the TRG Parking Garage (hereinafter referred .tO as the "70 Spaces") shall be allocated as follows: (i) 35 parking spaces shall be unassigned and available for use by the general public; and (ii) 35 parking spaces shall be assigned for the 'exclUSive use of Two Georges (patrons only). The 70 Spaces shall be identified with' appropriate signs and/or pavement markings, and Two Georges shall have the fight to enforce the parltJng restriction relative to their 35 parking spaces by towing vehicles found to be in violation. The 70 Spaces shall be located on the ramp to the second level and the second level of the TRG Parking Garage as shown on the diagram attached hereto as Exhibit "B". In the event Two Georges is able to meet its parking requirements without having to utilize the 35 parking spaces assigned to Two Georges in the TRG Parking Garage, and Two Georges obtains the necessary authorization from the City to relocate such spaces, Two Georges may release the 35 spaces to TRG or its successor, and the parties' obligations under Paragraph 10 below shall cease as to such spaces. TRG's obligation to construct the 70 Spaces shall be contingent upon TRG receiving minor site plan modification approval from the City within thirty (30) days following the Effective Date, and TRG and the City's Community Redevelopment Agency (hereinafter referred to as the "CRA") executing an agreement (hereinafter referred to as the "CRA Agreement") pursuant to which the CRA shall agree to pay to TRG the sum of One Million Fifty Thousand Dollars ($1,050,000.00) for constructing the 70 Spaces,' such payment to be made in accordance with the draw schedule attached hereto as Exhibit 'T' or other draw schedule acceptable to TRG. The City agrees that the changes 'to TRG's project which are necessitated by this Second Amended Mediation Agreement shall be processed by the City as a minor site plan 4 4033 modification. In the event that the City does not approve the minor site plan modification or TRG and the CRA fail to enter into the CRA Agreement as provided herein, this Second Amended Mediation Agreement shall be null and void, and the Amended Mediation Agreement shall remain in full force and effect. 10. Two Georees Share of TRG Garage Mnlntenance Expeno-,.. Two Georges shall reimburse TRG annually for a share of the reasonable costs of operating ~nd' maintaining the TRO Parking Garage, which costs shall include, but not be limited to, costs of utilities, liability and property damage insurance (the policies for which shall name the Two Georges az an additional insured), supplies and repairs, maintenance, and life safety equipment (hereinafter referred to as the "Garage Operating Costs"). Two Georges shall not be obligated to pay property taxes for the TRO Parking Garage and shall not be responsible for any repairs to the TRO Parking Garage that are the result of structural defects. TRO hereby agrees that the TKO Parking Garage shall not now, or ever, have a guarded entry gate that would prohibit the public from parking in the 70 Spaces, and that Two Georges shall not be responSible for any portion of the costs of operating and maintaining the guarded entry gate or any other extraordinary expenses associated only with the parking amenities for the residents and/or tenants of the TRG project. Two Georges shall reimburse TRG for its share of the reasonable costs of Parking Garage Costs no later than March 1 of each. year following the date that the TKO Parking Garage receives a certificate of occupancy/completion. Two Georges' share, as 'limited herein, shall be calculated by multiplying the total Garage Operating Costs (to be stated in an invoice and supporting documentation submitted by TKG to Two Georges not later thsn February 1 of the year following the year for which such reimbursement is due) by a fraction, the numerator of which is 35 and the' denominator of which is the total number of parking spaces contained in the TRG C_mrage. Two .Georges shall have a right of reasonable access to the books and records documenting the Parking Garage Costs in the event of any questions relative to the reasonableness thereof. l 1. Drop-Off Area Constructi_nn. TKG agrees to construct-the drop-off area located along the east side of Marina Drive (N.E. 6t~ Stree0 south of Casa Loma Boulevard as shown on Exhibit "A" and Exhibit "A- 1" attached hereto. .12. _Develonment A?eement Termination Within thirty (30) davs followint, recording of the PGA Documents and commencement of'constru,-~,,-- r~:+ ...... ~;_ , , ?. of the TRG Parking Garage, the City and TRG shall enter into an appropriate instrument to cancel and terminate the Development Agreement between Ocean Breeze and the City dated Suly 1, 1997, as amended (hereinafter referred to as the "Development Agreement"), and' the City shall release the surety bond it is holding in the amount of $407,380 relating to the Development Agreement. TKG shall continue to receive the credits (hereinafter referred to as the "Economic Incentives**) referred to in the letter from James A. Cherof, City Attorney, to TKG dated December 30, 2002, a copy of which is attached hereto as Exhibit "C". All right, claims or benefits of Two Georges, if any, arising from the Development Agreement., are extinguished by this Agreement. 13. Amendment of Decla'ration of Reci rocal Easements. Declaration of Restrictive Covenant. Access Easements. Ocean Breeze and Two Georges entered 'into that certain Declaration of Reciprocal Easements dated July 18, 2000, and recorded at Official Records Book 11980, Page 539, Public Records of Palm Beach County, Florida (hereinafter referred to as the "Declaration of Reciprocai Easements"). Within thirty (30) days following the Effective Date of this Second Amended Mediation Agreement, TRG, as Ocean Breeze's successor-in-title, and Two Georges shall finalize and execute, and have their respective 4O34 mortgagees execute, the Amendment to Declaration of Reciprocal Easements in substantially the form attached hereto as Exhibit "D"; Two Georges, TRG and City shall fi_,mlize and execute, and have Two Georges and TRG shall have their respective mortgagees execute, that certain proposed Declaration of Restrictive Covenant with the Florida Department of Environmental Protection substantially in the form attached hereto as Exhibit "E"; and TRG and Two Georges shall execute, and have TRG shall have its mortgagee execute, access easements to TRG to accommodate any construction activities on, or permanent improvements to Two Georges' property as provided in this Second Amended Mediation Agreement, such access easements being substantially in the form attached hereto as Exhibit "F". 14. Traffic Access Management Plan. During construction of the TRG Project, TRG agrees to implement a traffic access management plan, a copy of which is attached hereto as Exhibit "G". The traffic access management plan addresses the manner in which TRG will keep Casa Loma Boulevard open for public safety, public works, customer, pedestrian, and ADA access during construction of the TRG projecL 15. Completion of TRG Proiect. In the event the TRG project, excluding the new restaurant shown on Exhibit "A", is not completed, as evidenced by the issuance of appropriate certificates of Occupancy or completion, on or before December 31, 2006, then TRG shall not be entitled to the Economic Incentives referred to in Paragraph 12 above and shall.refund any such Economic Incentives Which TRG or its successor has received from the City prior to that date. 16. Bindin2 Agreement. This Second Amended Mediation Agreement-shah be binding upon and inure to the benefit of the parties, and their successors, successors-in-rifle, and assigns. TRO's rights and obligations hereunder may be assigned to a condOminium association, homeowner's association, or property owner's association established for the TRG project. 17. Further Assurances. All parties will cooperate in good faith with each other in the implementation of this Second Amended Mediation Agreement, and Two Georges shall not object to the development of the TRG project consistent with this Amendment. 18. Effective Date. All.parties agree to submit this Second Amended Mediation Agreement to the court in the instant action for approval and request the court to continue to retain jurisdiction for enforcement of this Second Amended Mediation Agreement This Second Amended Mediation Agreement shall become effective upon the entry of an order by such court approving same (herein referred to as the "Effective Date"). 19. Attorn ,ey's Fees. All parties shall bear their own costs and attorney fees incurred in connection with the negotiation and drafting of this Second Amended Mediation Agreement. Notwithstanding the foregoing, in the event of any litigation arising out of the interpretation of fi'ds Second Amended Mediation Agreement, the prevailing party shall be entitled to recover all reasonable costs and attorney's fees incurred at any and all levels of any judicial proceedings. 20. City Commi~ion Approval. This Second Amended Mediation Agreement is subject to the approval of the City Commission. If, by December 31, 2003, the CRA Agreement is not entered into by TRG and the CRA and the approval of this Second Amended Mediation Agreement is not granted by the City' Commission, then this Second Amended Mediation Agreement shall be null and void. 4035 Agreed to this ~ day of ., 2003, by tho undersigned parties: D.S.S. Properties, L.C., a Florida limited liability company, and D.S.S. Management, Inc., a Florida corporation, d/b/a Two Georges Restaurant By: Title: TRG-Boynton Beach, Ltd., a Florida limited partnership By: TRG-Boynton Beach, Inc., a Florida corporation, its sole general partner By: Print: Title: City of Boynton Beach, a Florida municipal corporation By: Print: Title: 7 4036 LIST OF EXHIBITS Exhibit A - TRG Project Site Plan Exhibit A-1 -Design of Casa Loma Boulevard Exhibit B -- Diagram of 70 Spaces Exhibit C -- Letter from City Attorney Exhibit D -- Amendment to Declaration of Reciprocal Easements Exhibit E - Declaration of Restrictive Covenant (FDEP) EXhibit F - Access Easement Exhibit O - Access Management Plan Exhibit H - List of Businesses Exhibit I- Draw Schedule 4037 Exhibit A 4038 Exhibit A-1 4039 4040 l~yaton l~te~cb tmde~, the.gece~.Revised E)evdopmeat_ '~om specitlc~l~ .gou have asked the gmlxn~; ~a~ Ci~ hasvaid on l~halt ot.'tl~ El~t .~' $13,570.99 for 'r~ co--iai water and '~ ~pact: ~ ~acJ, lOn f~, '~,8~g.ZI 'for ~ wat~ a~d ~ iral~t .m'd' ~ tm, ~. f~ ar~ Ita~R~l~.~ m ~r owner ot thc P,~j~t ami ahall ~uv~iv~ To.Palm Bm~ County, on.b~a3dt'of the Devol.qp~., $12~,688.85 in.road knt~ct tees md :~t,8.02 ..~.1 ia.pub!ic.bu/I~tlng ~ It is th: Cit~s un~ten~ tharuml~r County, E~OIIBIT C 4041 To die, Citi~ ot~.Boy~eu. Beac~ ~3,~,T26~31 f~r lmil~g permit ~view ~ The ct~'t 'is 4042 Thll Inttrum~nt prepared by or under the .ulmrvi.lon of: Jo#ph M. H~n~.dez, E~q. Greenbefg Trturlg, P.A. t22t Bdckdl Av. nue Miami, FL 33t31 Folio Ho. (Reserved for Clerk of Court) AMENDMENT TO DECLARATION OF RECIPROCAL EASEMENTS THIS AMENDMENT TO DECLARATION OF RECIPROCAL EASEMENT (this "Amendment") is made as of the day of ,2003, by and between TRG- BOYNTON BEACH, LTD., a Florida limited partnership ("TRG") and DSS PROPERTIES, L.C., a Florida limited liability company ("DSS"). WHEREAS: A. Ocean Breeze Festival Park, Inc., a Virginia corporation ("Ocean Breeze"), the former owner of fee simple title to the Ocean Breeze Property, and DSS, the current owner of fee simple title to the Two Georges Property, entered into that certain Declaration of Reciprocal Easements dated July 18, 2000, recorded in Official Records Book 11980, at Page 539, of the Public Records of Palm Beach County, Florida (the "Declaration"). B. TRG is the current owner of fee simple title to the Ocean Breeze Property. Pursuant to paragraph 7 of the Declaration, the parties desire to amend the Declaration in certain respects as more particularly set forth below and as required under said paragraph 7, the City of Boynton Beach, Florida (the "City") has executed this Amendment in order to acknowledge its consent with the amendments to the Declaration set forth herein. NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of .which are hereby acknowledged, the parties hereby further agree as follows: 1. Recit{ai~. The foregoing recitals are true and correct and are incorporated herein in their entirety. 2. Defined Terms. This Amendment shall be deemed a part of, but shall take precedence over and supersede any provisions to the contrary contained in the Declaration. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Declaration unless otherwise provided. Exhibit "D" 4043 3. Site Plan: The Site Plan attached to the Declaration as Exhibit "B" is hereby deleted in its entirety and replaced with the Site Plan affached to this Amer~ment as Exhibit "B". 4. _Description of Ocean Breeze Ce~ Loma Parcel Exhibit "D" attached to the Declaration describing the Ocean Breeze Casa Loma Parcel is h-ereby deleted in its entirety and replaced with Exhibit "D" attached to this Amendment. All references in the Declaration to the Ocean Breeze Casa Loma Parcel shall mean the parcel described in Exhibit "D" attached to this Amendment. 5. Description of Two Geor;ies Casa Loma Parcel. Exhibit. "E" attached to the Declaration describing the Two Georges Casa Loma Parcel is herel~y deleted in its entirety and replaced with Exhibit "E" attached to this Amendment. All references in the Declaration to the Two Georges Casa Loma Parcel shall mean the parcel described in ..Exhibit "E" attached to this Amendment. _ 6. Maintenance Of Cese L0ma Boulevard. Paragraph 5 of the DeClaration is hereby deleted in its entirety and replaced with the following: 5. After construction of Casa Loma Boulevard in substantial accordance with the Site Plan, TRG shall maintain Casa Loma Boulevard (including the turnaround area and Casa Loma' Overlook) in good condition and repair, including the resurfaclng and re- striping of pavement; the maintenance, repair, and replacement of the interlocking pavers; and the posting, maintenance, repair, and replacement of traffic control signage (hereinafter collectively referred to as the 'Casa LOma Maintenance Expenses"). TRG and Two Georges shall each be responsible for maintaining their respective sides of Casa Loma Boulevard as to landscaping, irrigation, street lighting, and trash/debris collection and removal. Two Georges shall not be responsible for the maintenance of the fountain (if approved by the City and constructed); the gas tanks located beneath the proposed fountain area and existing fuel pumps encroaching on the northeast comer of the Casa Loma Overlook; or that portion of the turnaround area located on TRG's property as depicted on the. Site Plan. Two Georges shall reimburse TRG for one-half of the reasonable Casa Loma Maintenance Expensas; If Two Georges fails to reimburse TRG for one-half of the reasonable Casa Loma Maintenance Expenses within fifteen (15) days after presentation of detailed bills therefor, and Two Georges fails to cure such default within five (5) days after Two Georges receives written notice from TRG or fails to seek arbitration as provided in Paragraph 9 of this Declaration, TRG may file a lien against the Two Georges Property for the unreimbursed amount due to TRG, which lien may be foreclosed in the same manner as a mortgage. Two Georges shall reimburse TRG for all costs and expenses incurred by TRG in connection with collection of any unpaid amounts. 7. Arbitration. Paragraph 9 of the Declaration is hereby deleted in its entirety and replaced with the following: 9. In the event any dispute shall arise between the parties under .this Declaration, including any dispute concerning the necessity or appropriateness of the maintenance of Casa Loma Boulevard (including the turnaround area and Casa Loma Overlook), the reasonableness of the Casa Loma Maintenance Expenses, the failure on the part of TRG to meet its obligations set forth herein, or any other matter, the dispute shall be settled by final and binding arbitration, conducted in accordance with then 4044 prevailing rules of the American Arbitration Association. The arbitration shall be conducted in Palm Beach County, Florida. The prevailing party in such arbitration shall be awarded its costs incurred therein, including reasonable attorneys' and paralegals' fees. 8. Notice. Ail notices, requests, demands and other communications required or permitted under the. Declaration (as amended hereby) shall be in writing and shall be deemed to have been duly given when delivered by hand or mailed, first class certified or registered mail with postage prepaid or by recognized overnight courier (such as Federal Express), and addressed as follows: If to TRG: c/o The Related Group of Florida 2828 Coral Way Penthouse Suite I Miami, Florida 33145 Attention: Roberto Rocha If to DSS: 728 Casa Loma Boulevard Boynton Beach, Florida 33435 Attn.: Steve Scaggs Any notice hand delivered shall be deemed delivered'on the day given, Any notice sent by overnight delivery service shall be deemed delivered on the day following the delivery of the notice to the ovemight delivery services and anynotices sent by first class mail shall be deemed delivered upon actual receipt thereof by the recipient or upon the recipient's refusal to accept delivery. Either party may change its address or designate other parties to recover copies of notices by notices by notifying. the other, in the manner provided herein, of a new address to which notices are to be sent. 9. Estoppel Certificate, Each of the parties hereto agree, promptly upon request from any other party hereto, to furnish from time to time in wdting certificates containing truthful estoppel information and/or confirmations of the agreements, obligations and easements contained in the Declaration, as well as the status of any liens or potential claim of any'liens thereunder. * 10. Miscellaneous. Except as specifically modified hereby, all of the provisions of the Declaration which are not in conflict with the terms of this Amendment shall remain in full force and effect. 3 4045 IN WITNESS WHEREOF, the parties hereto have executed this Declaration as of the date first above written. Signed in the presence of: .TRG: TRG-BOYNTON BEACH, LTD., a --. Florida limited partnership By: TRG-Boynton Beach, Inc., a Florida corporation, its sole general partner Print Name: By: Print Name: Name: Matthew Allen Title: Vice President [CORPORATE SEAL] 4 4046 DSS: DSS PROPERTIES, L.C., a Florida limited liability company Print Name: Print Name: Name: William G. Scaggs, Jr. [CORPORATE SEAL] STATE OF FLORIDA ) ) SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of ,2003 by Matthew Allen as Vice President of TRG-Boynton Beach, Inc., a Florida corporation, the sole general partner of TRG-Boynton Beach, Ltd., a Flodda limited partnership, on behalf of the partnership. He personally appeared before me, are personally known to me or has produced as identification. NOTARIAL SEAL STATE OF FLORIDA ) ) SS: COUNTY OF ) Pdnt Name: Notary Public, State of The foregoing instrument was acknowledged before me this day of ,2003 by William G. Scaggs, Jr., as President of DSS Properties, L.C., a Flodda limited liability company, on behalf of the company. He personally appeared before me, are _personally known to me or has produced as identification. NOTARIAL SEAL Pdnt Name: Notary Public, State of 5 4047 CONSENT OF CITY Pursuant to Section 7 of the Declaration, any amendment to the Declaration requires execution by the City. As such, the City does hereby consent to the execution, delivery and recordation of the foregoing Amendment. Dated as of the day of ,2003 THE CITY OF BOYNTON FLORIDA [a Florida municipal corporation] By: BEACH, 6 4048 JOINDER, CQNSENT AND sUBORDINATION The PALM BEACH NATIONAL BANK & TRUST COMPANY, a national banking association (the "Mortgagee") is the owner and holder of thoSe mortgages and other instruments from DSS and William G. Scaggs and Betty J. Scaggs (collectively, the "Mortgagor"), as set forth in Exhibit A attached hereto'and made part hereof (the "Security Documents") and does hereby join in and consent to the execution, delivery and recordation of the foregoing Amendment and acknowledges and agrees that the lien and encumbrances of the Seourity~Documents are hereby subordinated and made junior in priority to the Declaration (as amended by the Amendment). Dated as of the day of ,2003. PALM BEACH NATIONAL BANK & TRUST COMPANY, a national banking association By: Name: Title: STATE OF FLORIDA ) ) SS; COUNTY OF ). The foregoing instrument was acknowledged before me this day of , 2003 by , as of Palm Beach National Bank & Trust Company, a national banking association, on behalf of the association. He/She personally appeared before me, are personally known to me or has produced as identification. NOTARIAL SEAL Print Name: Notary Public, State of 7 4049 EXHIBIT 'A' TO J01NDEI:~ CONSENT AND SUBORDINATIOr' Mortgage Deed and Security Agreement dated as of May 28, 1997 and recorded June 3, 1997 in Offidal Records Book 9821, at Page 803 of the Public Records of Palm Beach County, Florida. Mortgage and Security Agreement dated as of June 8, 2000 as recorded JUne 15, 2000 in Official Records Book 11840, at Page 1203 (and re-recorded in Official Records Book 11972, Page 1264) of the Public Records of Palm Beach County, Florida; as modified by that certain Mortgage, Note and Loan Documents Modification and. Confirmation Agreement dated as of August 23~ 2002 and recorded August 28, 2002 in Official Records Book 14088 at Page 1329 of the Public Records of Palm Beach County, Florida. 8 4050 Exhibit B to Exhibit D 4051 Exhibit D to Exhibit D 4052 Exhibit E to Exhibit D 4053 DECLARATION OF RESTRICTIVE COVENANT THIS. DE' .CI.~d~ATION OF RESTRICTIVE CC~'ENANT I:'DECLARAT~ON') is madetbis .... day or .. , ,~0D3, by D.~. Prope~es, LLC, a Hmit~l iiabllity company ~'~ ~ IJ~ Florfda. Del~art~ent of Environmental Protection. (~E~P"). REOTAI.S A. C)wner is the.~e s~mple, o.wner-~ftha-t ~eie, ain real pmper~ sitU. ated in the Count/oi' F~lm Be~ch, State .of Frodda, mom par~culady described as: Lots 1 through 6, b~cdu~¥e and lhe East T5.35 fee~ of Lot r, CASA LO/VIR, A SUBE~I¥1SIC)N 'olde City of Beyn~on Beach, Florida, aecord~n8 to the Plat 1fiemof on file in the Offl¢:a ofth~ Clel, k of the ~.ii'cu ~t'C~u~ in and for'Palm Beach County, Floric[a, in Pla~ ~look t'1, Page. 3 ~hereinafter, ~ ~Pmlaarty~: ' " ' · The ~EP Facirrty Iden~ Nun~ber for the Property is 509200406. The facility name. at.~he.fin~.' .af.l~ia C~edarafic~n is *Two Ge~rg.es Waterfr~t Grille.* The .d.i~ar~eef perm. teum products on the Property is dtx:umented;in lhe fbliowing relc~ ('RepOrts), which are' he~eb~y incorpoYated by mfemncer Five 5) l:~l'r'~Jm -. , - ........ , ,-~.~,~; ~as~eer z, xuu~; arm uecemt;mr 1~, 2~y1~. Prior to fhe [a.~-t dlsc~e~., report, cleanup and removal wa~ docurner~ in a Storage Tanl¢ S.Y. stem:C,rosu re ~,erm~aent Report da~d.Oelober 26, 2001[ (Dunk~lber~er'Er~/neering and T~;ting, I'.nc. [°DET~]f~roject N~. L11-22--2904) and in DET ~fio. Assessmen[ Report daled October ~.1,200.1. Cleanup'and ten, oval as to the most rec'm~¥.d~harge report is doc. t~.entedin DET $1o~age Tank System Cl°S~reAssessment Repert dined Oct&bet ~..6, 2oo:~ {DEr Project. No. O1-22-30;~9). The g~ports sot forth, the. nature and.extent of the eo~ntaminafian on.th~ Property. The g. eports c:or~f~rttYthat :or~tamlna~ed 8roundwater~as deft ned by ChaD~'.-62-?~'0, F IOrid~ ,ar~ministrative Cogl.e,, eMsls on I~e Property. ^lso the Reports d~cument' I~at the groundwater coritam'ination does not ~tend off r~e Property, that the e.~ent or' !'he Pag~ ] 0~'.8 Page~ EX~4ZB~*T E 4054 .g~undwater .Contamination' does not ~ceed one quarter .(ia) acre, and that the g~eundwat~contemination l~ ne~ migratin8. The DEP has, agreed t~ issue, a No Fu~her Action with Conditions ('NFA~, u,~on recordation of.this Declarati~n;.-~'bwe .vRr. the OEP may unilateral¥ revoke the NFA ff th~ .c~or~.ditLons.of~his:Dec:Laratkm orofthe NFA are not met. A'dcfl'tionait~, in the event 'c~ncentratl~ns of pet~[eum p reduce" chem[ca, ls of' concern in~'ease above-tJ3e levels aparoved in.the NF;K, er if a subsequentd~m'8[e of petroleum ol'petre, le.u.' m prqducl :e~u~ at the site, t~e i~epa~ment, may require site-rehabrlitation to reduce concerttraf.rens o~ .centarn~ation to the levels approval in th~ NFA or · aJl'owed by Cfia~t~ 62-ZTQ< .F.A,C. TI~ N.F* relating to Owne~, DEF FacilLh/ ~ _0~200406, are:ant'ilo ~/ith.lfle IDEp Bureau.o~ Pet~eum Stoma. ge S.y:st~m~i. local'ed 260.0 $talrSLene Riaacl, Mall Station :~57-S, Tallahassee, Florida..32.~g'9-2400. Owne= dl~em~ it desirable and 'in the best interest of all L~resent and' f'uture ownars ef the Prell't3' that-an NF^ be obtained, and tlia( the Property be. held ~bject te certain re~HcU'or~,.as mote p'a~iqular~,y.-,set forth herein. N©VV, THERFF. ORE~, ~ induce the t~P to issue the NF^, and for other 8e~ valuable c~nsldm'ation~ the r.__ac__ 'pt and suffici~ of whi~:h i~ hereby ac~.ne~vleclged I~ each the unde~i~ned pa~'fi~ Own.~'hereby agrees The 'fO'l'~ng r~ct1311s ale-true and correct and are incorporated .herein by ' re~eren~, Owner hereby imposes on the Prepe~l'y.the fallowing use rest'riLl'lon(~): There shall be no drilling fe~ water conducted on thee Praper~y~, nor shall 'any wells be installed on the :Pr0her6/,~th. er than n~nitortn8 wells pre., appmv, ed by:fl~e DISP, Th~;-e ~ha/l be no use of the groundwamron ~e Property. Additionally, there shall be ne storrnwatm' swales, slormwater deten~Jen or re~:~entlen [acJIIties, o~.'ditches on the For the. jatffl3x3se 'c~ morlitorirr8 -the re~ri'ction~ contairled b~ .~'in, DEP 'or its r(t~j~ive su~<<or~nd.assi~ns '.~all have site accessTM the Pruperty at all reatonable trrne~and w[th reachable notice,to ~he Owner. It; is the lntentlbn of Owner thatthe restri~don containe~cf in this Declaration shall tet~h ~nd Cen~u'n the Prope~, run with the land and. with theTitl~'~o the Property, and.~hall aplaly to and. be. bindl~s upon and in ure tO the ben~fiJ: of th& ..~uccesser~ and. assigtr~ Of I~)wnet,. and to OEP, it~ succes,so.~ and,aeilgr~s, m~ 4055 5o to:am/and ail parti~ he~fter havihit.any ~ht, title ~ ~. ~ffi~ in wdffng ~ O~r and ~ ~EP ~ ~vld~in ~r~mph ~~ bY.~DEP ar i~ ~r ~, or by. any ~ p~n, ~, ~ibn, Or ~v~m~'~ eg~. ~ is subs~ti~ly ~ by ~is In o~J~r.to em~Jm th.e perpetual natctre.oftheSe restricttd~, the Owner, and su-~esso'rs .a'n~ a.s~i~[rt5, shall r~erence the~e restrictions ia any t~ubsequent DeclaratiOn. including ~e mc~in8 of book and Palle~0f're~rd ef'thi.~ Thi~ Dect~ .raC. io.~t is~ulndtn8 until a redease'of~ovenant is e~ec. ute~ " ' ........ by theDEP 5ecmta~ ~or deSt~nL,~O and ls--reeOrd~ in the county l'and~recorcfs, 70 ~ce~e a~ior.ajJp~eya. J feom QEp ~o remove any reqUirement herein, ~ct[ve Cleahup af · *he Pra~er~, mu~.~ re~ume Or cleanup target leve~s establ'ished pursuant to F'iorl~la Stat~s a.nd D,E~ rules must. have been achie"ved. This DeClaratfon mel~ be medlfied in wt~n&er~ly. Rrly subsequent amendmenl or modffication of'this D..e~.arat~n mu~t be. in w~ftJn8 and. executed by bolfl Own~ an~ ~he DEP ~'-their reslae~Ve suci:~sbr~ and a~lsns' and be recorded, by-the O~vner as.an amendment he,ere, If any proviaig., n -el th~s Oec, Jarafion [s held to be invalid bg .any ~ou~' ~ · om0.etem ~u~dict/on, the invalidity df such provi~ir~s) d~all not affect the valid~ ~'fany..otherpmvi'~ien ~ere~. All such olher pr0vis[0.ns ~hall COntinue ~nimpairedattd in full force a~ ~ffecL [S~g~aturee are contfnued .on the next page. J · of g Pagc~ 4056 IN W. II~ .r~ WHEREOF,'Ownerhas execumd this instrument, of .~, 2003. Slgned~..seat'ed,and delivered in the presenr~e'of: this__ day Of: DSS PROPEIlTIF. S~ LLC Pfin[' .%ame Its: ~full.mailln~ adding) Date: Date: STATE OF' FLORIDA .) ...ss: ) CQUNT¥ OF PALM BEACH ) The fl3m~,oiag l~trument was acknowledged 'before me this __ 'day . .., 2D~3, b3r ;, who is ~rsonalty known to me or has produced the fetk~wing idenflflr, a't~om Notary Public, State of Florida'at Large Typed, ptffited or stamped name of Notary Pt~bli¢ SIGNATURES CONTINUED ON NEXT PAGE Pege4 ~f 8Pages 4057 Approved-as to form by the. Fiarlda Department of' Environmental Ptotecti0n, Office Of General Count! IN WITNESS WHEREOF.: ¥1~ Florida' Department of Env[ronmenta! Prutect~on has ex~m~ this rnstrument,, thts d~of 2003, ' 5~gned,.s~aled and delivered ~ the ladY, enCee, of: -' B~ P~int ~fft~. " O/vision of Wimass~'¢r~tzl~ t,~.~ ry)~ P(Inf-Na~e! FLORIDA DEPARTMENT OF ENV~RONMENTA£ PROTECTION ; Bureau of · Clry.~ FIo~daZlp C~-----~" Date: PHnt Name: T .-- Date: ST.~TE C)F FLORI'[')A. .ss: COUNT~OF PALM &EACH T~ forego/nS 'instrument was acknowledged before me this ~ .day of 2002, by - . .... Envlr?'mnental Pmte~ion, wh~ ~. as representative- f~r the Fledda Department 'of · · . is- per.,~nalJy Ir.n~ to me ar has'produ~.ed · th~- roll~wtnB. identifii:afibn: = .. ~otary Public, State 0f '" Flon'da at Large ~gk~ or sra%ed na~e o-TC'-- Nola~/Public Pago-$,~f 8 4058 SUBORDINATION OF'MORTG,~GE TO D£'CLARA:T1ON OF RE~JTRICTIYE COVENANT COLONIAL BANI~, as ~e owner and holcle~ of the following desc~fbed Inst~-J-~,t: M.o..r~g~lge Oeed and~Secudty. Asreemem originally given,to Palm Bea:h National Bane & Tm. st Company by William G. $ -.lq~- ar~d-Be~.J. ~la~, his W.l'fe, rectal.ed June 3, ]997, in .C~c~lal R'e~td~ I~oOk g82!,- Page 8.03~ among the Public .Records of Palm Beach County,. Florida hereby :~ubo~inates .th= lien of'its Morl~age to me Declaration of Resffictlve Covenants by and.between DSS Ihopetfles, LLC 'and I~e'Ftorida Del~artment of Envir~nmenlal Prefmction. IN WIT~Err~ WHEREOF~ the under~.!g~ej:i has executed and delivered this Subordination' of Mo ..r~gajje to Der. J: aratit~n of ge~ticllve Covenant~, thi~'_, day of ,200'3. COJ. ONIAL .BANK, ~t National B'an~i~:g Asla~ation- WITNESSES: Print. blame Print T~le: Print Name: S'I'^ I E C.1F FLO~DA .~: ) COUNTY OF P~LA,,I B:E..AC.H The foreg.oln8 instrument was acknowledged be(om me -this day of ~ 2003, by , as rclpresentative of CoJo~al Bank, alLla§onal Bank.rng As~Qn, who is personally known to me or has produced the following identificati'~n: ~ Nc~ry Public, State Fl.orlda a[ Large Typed, printed or stamped name of Nota~ Public Page 6 o1' 8 Pages 4059 'SUBORDINATION OF EASEMENT TO DE.CIARATION-OF RF-,g1UCTIVE COVENANT Easement given by :DSS Pr0p. e;tim, L4..C. a Florida IJmite~ LiabilRy Company, · ~rs~.party,.:l~'TheCity of Boynton Beach; pailful subdi~i~io.~ of the S~ ~f Florida,' second parry., r'e~orded. F/cl~nber 16, 19.99, in Official Records Book 1 Page 38~- .,' er seq., amort$ Se Public Records .of Palm I~each Cou~T, Fh0rida · . . ,-,,,ua ~'eganmentof~nvimnme~tal Pr0~ectton WITNESS WHEREOF, .fl~e u ..nd!arsigned has 'executed and delivered this Subordina~ian af Easement ~0 Declaration of' ResbictJve Cove~ants, thL~ ----,-. _, ~o0a. day ar WITNESSES: THE' CITY OF BOYNTON BEACH, a pal~cal sub, iv/sion of I~e State oF Fio~tc~a By: Print- Name: J~rint Name Tille: Print Namm STATE OF FLORIDA ) COUNTY OF PA .L~! BEACH 2 /he fore,loin§ instrument was acknow~ge~t before me ~i~ day of~ , 2~}3, by , , ~ .~~i~e of T~e Ci ~f pr~u~ ~ foUOwinB iden~ti~., --' --.u ~ is Pe~nau~no~ to me o~ ~ Not'a~y. Public, State of .... Florida at Large TyPed, ~n'n[ed or stamped name Notary Public Page ? of 8 Pages 4060 SUiBORDINATION;QF RECIPRO~3AL EASEMENT TO DECLARATION OF RE63RI~ COVENANT TR.G~,OY'I~ON BEAeI.~ LTD., a Ro~ai limited partnm'shb, a~ 'a party' unda- the fOllowfng d;e~lbl~l Iti~me0t: .Declaration ef' F~clpro~l Ea~,ements given i:mtween O(~an Brm)z~ F-esmml Pin, 'inc., a .Vl~nia c~'porat~n ~nd DS8 Pmper'de~ LL.C. a F!odda Limited Uabilily Cempany, recerd~d_'__.Augu~ 28, 2000,. in Omclal. RecC~s Book 11980, Page ~, et-,.~., among the-Public I~ds of Palm Bea~ Coumy. ~ _hen~_..? suberdlnata~ ifs.dgttt~ untJ~r ~ RE~r~ ~EWE~m~ ~0 ~e Deol~ation of ~ P~..vertm~ by and between 1388 Propertk~s, LLC and the ~k)dda Department Of Environmental latotectlOn. .IN .WITNE~ WHEREOF, lira. ~.:. has exerted and delivered Subordi .mal~n ~f Easef~nl' to Declamllo~ of Reslf.:0ve Covenan~ ~ day WITNESSES: Print Name TR(~.-BOYNTON BEACH~'LTD,~ a Florida Ilm~ted parmemhtp Print Name:. Pdnt-Na[~r~e ' STATE* OF* FLORIDA ss: COUNT'Y' OF PALM BEACH The fOregOing inal~ne.n.t, was acknowledged before me this da¥Of , .21303, by , as mpms~rltaUve Of 'TRG- eO~~(on Be. ach,. . LTD., a Flodda limited parlrmmhip, who is __ pemonally known to. me.or ha~ produced the following ]den~EmaUon: Notary Publk~ ~ of Flodtla at Large Typed,.l:~,'ded or stamped name of N~lary PuI:Nk= 4061 Prepared by and return to: Exhibit "F" Access Easement ACCESS EASEMENT AGREEMENT ~ THIS ACCESS EASEMENT AGREEMENT ("Agreement") is made this day of , 2003 by DSS Properties, L. C., a Florida limited liability company ("DSS"), having its principal office at , and TRG-Boynton Beach, Ltd., a Florida limited liability partnership, its successors and/or assigns, having its principal office at 2828 Coral Way, Penthouse 1, Miami, FL 33145 ("TRG"). WHE~S, DSS is the fee simple owner of that certain real property situated in Palm Beach County, Florida, being more particularly described on Exhibit "A" attached hereto and made a part hereof (the "DSS Parcel"); and WHEREAS, TRG is the fee simple owner of certain real property located adjacent to the DSS' Parcel, being more particularly described on Exhibit "B" attached hereto and made a part hereof(the "TRG Pm'col"); and WHEREAS, TRO intends to construct on the TRG Parcel a multi-use development to be known as "The Residences at Marina Village", and in connection therewith has obtained approval of a Site Plan the City of Boynton Beach, Florida, a copy of which is attached hereto as Exhibit "C"; and WHEREAS, the Site Plan shows certain roadway and related improvements to be constructed by TRG on the DSS Parcel (the "Site Plan Improvements"), and TRG desires aec. ess on the DSS Parcel to complete the construction of Site Plan Improvements; and WHEREAS, DSS is agreeable to granting such access to TRG, subject to the conditions state herein; NOW THEREFORE, in consideration of the mutual covenants, benefits and agreements of the parties hereto and the sum of TEN DOLLARS ($10.00). and other good and. valuable consideration, the receipt and adequacy of which is hereby acknowledged, DSS and TRG do hereby agree as follows: Recitals. The above recitals are true and correct and are incorporated herein by this 4O62 reference. 2. Easement Rights. DSS does hereby grant to TRO, its successors and/or assigns, a perpetual, non-exclusive ingress, egress, access easement and right-of-way on, over, across, through and under the DSS Parcel as may be necessary to construct and maintain the Site Plan Improvements on the DSS Parcel. 3. Covenants to Run with Land. Unless otherwise terminated, this Agreement and all conditions, obligations and covenants set forth herein shall be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties, it being the intent hereof that the easements, rights and obligations set forth herein shall mn with the land and follow the ownership of the Parcels. The Parcels shall be hereafter owned, sold, conveyed, improved, encumbered, hypothecated, leased, demised and occupied, all subject to the restrictions, easements, reservations, conditions, regulations, burdens, liens, equitable servitudes and all other provisions of this Agreement as hereinafter set forth. Except as otherwise provided herein, 'this Agreement shall at all times be prior and, therefore, superior to the lien or charge of any mortgage affecting the Parcels, and any foreclosure of any suer mortgage shall be subject to all burdens, easement and covenants contained herein. 4. Amendment/Modification/Termination. The terms and conditions of this Agreement may be amended, modified, revised or terminated at any time by an instrument in writing, executed and acknowledged by all of the parties hereto or their successors or assigns, and recorded in the Public Records of Palm Beach County, Florida. 5. No Waiver. No delay or omission in the exercise of any right set forth herein accruing upon any default by a party hereto shall impair such right or be construed to be a waiver thereof, and every such right may be exercised at. any time during the continuance of such default. A waiver by a party hereto of a breach of,' or a default in, any of the terms and conditions of this Agreement shall not be construed to be a waiver of any subsequent breach of or default in the same or any other provision of this Agreement. 6. No Termination For Breach. Notwithstanding anything contained herein to the contrary, no breach hereunder shall entitle any party to cancel, rescind, or otherwise .terminate this Agreement. No breach hereunder shall defeat or render invalid the lien of any mortgage or deed of trust upon any Parcel made in good faith for value, but the easements, covenants, conditions and restrictions hereof shall be binding upon and effective against any owner of such Pared covered hereby whose title thereto is acquired by foreclosure, trustee's sale, or otherwise. 7. All Legal and Equitable Remedies Available. In the event of a b~ach by any party of any of the terms, covenants, restrictions or conditions hereof, the other party shall be entitled forthwith to full and adequate relief by injunction and/or all such other available legal and equitable remedies from the consequences of suer breach, including payment of any amounts due and/or specific performance. The remedies specified herein shall be cumulative and in addition to all other remedies permitted at law or in equity. 8. Attorneys' Fees. In thc event a party institutes any legal action or proceeding for the enforcement of any right or obligation herein contained or for damages on account of any breach of this Agreement, the prevailing party after final adjudication shall be entitled to recover from arty other party, in addition to any damages or other relief granted as a result of such action or proceeding, all costs and expenses of such action or proceeding and all its Costs and 2 4063 reasonable attorneys' fees and expenses incurred in the preparation and prosecution of such action or proceeding, including but not limited to all costs, fees and expenses incurred at trial and all appellate levels. 9. ~. Nothing in this Agreement shall be deemed or construed by either party or by any third person to create the relationship of principal and agent or of limited or general partners or ofjoint venturers or of any other association between the parties. 10. ~. Each provision of this Agreement are hereby declared to be independent of and severable from the remainder of thi.~ Agreement. If any provision'contained herein shall be held to be illegal, invalid or to be unenforceable or not to nm with the land, such holding shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, valid or unenforceable provision or by its severance from this Agreement. 11. ~. The laws of the State of Florida shall govern the interpretation, validity, performance, and enforcement of this Agreement. 12. ~. All sections and descriptive headings in this Agreement are inserted for convenience only, and shall not affect the construction or interpretation hereof. 13. Bankruptcy. In the event of any bankruptcy affecting either party, the parties agree that this .Agreement shall, to the maximum extent permitted by law, be considered an agreement that runs with the land and that may not be rejected, in whole or in part, by the bankrupt person or entity. 14, _N.o Rights in public; No Imt~lied g~scmevt~. Nothing contained in this Agreement shall be construed as creating any fights in the general public or as dedicating for public use any portion of the Parcels. 15. Authority. DSS and TRG each do hereby represent that it has thc legal authority to eater into and execute this Agreemem and to perform all of the obligations and duties herein. 18. Documentary Stamps. The parties hereby agree that Ten Dollars ($10.00) consideration has been paid in connection with the grant of this Agreement and according/y, documentary stamps in connection with the recording of this Agreement shall be paid on said consideration. ['I:LE~ER OF PAGE INTE~ON~LY LEFT BLANK] 3 4064 IN WITNESS WHEREOF, DSS and TRG have executed this Agreement as of the dates written below. Signed, sealed and delivered in the presence of.' DSS: DSS PROPERTIES L.C., a Florida limited liability company By:.. Name: Print Name: Title: Nan!. e: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this daY of 2003 by ' , ~ , as · of DSS Properties, L.C., a FlOrida limited liability company. He/she (~) is personally known to me or ( ) has produced as identification. Notary Public Name: My Commission Expires: 4 4065 TRG-BOYNTON BEACH, LTD., a Florida limited partnership By: TRG-Boynton Beach, Inc., a Florida corporation, its sole general partner By:. Name: Print Name: Title: Name: STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before .me this ~ day of 2003 by , as of TRG-' Boynton Beach, Inc., a Florida corporation, the sole general partner of TRO-Boynton Beach, Ltd., a Florida limited partnership, on behalf, of the partnership. He/She ( ) is personally known to me or ( ) has produced as identification. Notary Public Name: My Commission Expires: 4066 . - - JOINDER AND CONSENT OF MORTGAGEE OF DSS PARCEL , a , ("Mortgagee"}, having an address of is the owner and holder of certain mortgages given., by DSS and William 19. Skaggs and Betty $. Scaggs recorded at , Public Records of Palm Beach County, Florida ("Mortgages"), said Mortga es affecting that certain real property more fully described on Exhibit "A" attache~ -- -,- - g · u to Lrie ,~.CCeSS Easement Agreement to which this $oinder and Consent is attached. By its execution of this joinder and consent, Mortgagee does hereby join in the execution of the Access Easement Agreement (the "Agreement") for purposes of consenting thereto and subordinating its interest in the Mortgages to the Agreement. Notwithstanding the foregoing, it is expressly understood and agreed that Mortgagee's consent to the Agrcemem shall in no waY dimini.qh the segllrity interest in favor of Mortgagee created in the Mortgages. IN WI'INESS WHEREOF, Mortgagee has caused these presents to be executed in its name this day of ,2003. WITNESSES: Signed, sealed and delivered in the presence o~ Witness Si~unature Print Name Witness Si~unature Print Name By: Print Name: Title: 6 4067 STATE OF ) ) ss. COUNTY OF ) The foregoing instmmem was acknowledged ,2003, by , ' ~ on behalf of said who has produced as idenlffication. before me this day of as of , a He/She is personally known to me or Commission Number: Notary Public-State of 4068 4069 O~ ~~, i~o ~-~ ~r ~P ~.~ ~ ~ ~, ~A~~T.~ ~, PA~37. ~~'~A~ BO~ IIB, A~Y' ~,Nlq'O, JH~0-t03 A*fTACHBD TO .C~- 1~ ~tU~mU~ OF PAt~ m~ca OOONT~, ~,,ORJDA r~oRE PAR- 'T~. ¥ PLAT) ~D~S'n~ E*XH~:BIT *B' TO gYJ~IBIT "F' 4070 Page 2 of 3 4071 4072 EXHZB~T "C" to EIHZBTT 4073 Exhibit "G" Access Management Plan 4074 -rt 4075 J 4076 ~L~ --I 4079 Exhibit 'T' edule .MARINA VILI~AGE GARAGF, CONSTRUC'FION DRAW SCHEDULE This Draw Schedule will pay TRG-Boynton Beach, LTD ("TRG'9 for the construction of 70 parking spaces in the Marina Village structured parking garage. The total payment from the Boynton Beach CRA ("CRA") to TRG is $1,050,000. SCHEDULE OF PAYMENTS Payment % of Total Amount Payment To Be Made Upon Completion Off _Number Payment i 15% $157,500 ~RG receiving a building permit for the gurage. _2 15% I57,500 30%of the garage 3 15% 157,500 45% of the garage 4 15% 157,500 60% of the garage 5 15% 157~500 75% of the garage - 6 15% 157~500 90% of the garage 7 10% 105,000 100% of the garage, and TRO receiving a CO from the City of Boynton Beach. Total $1,050,000 - Each request ~om TRO to the CRA for a draw payment under this Draw Schedule shall be certified by the architect of record for the garage. The 'CRA shall make payment to TRG within 10 days of the Draw Request being delivered to the CRA. # 11888~_v9 4081 - 'MEMO TO: CRA Board FROM: Douglas Hutchinson sUBJECT: Consideration of CRA Participation in a Temporary Month-to-Month Parking Lot Rental with BODA. Agreement Cost for the Budget Year is $1,800 DATE: November 11, 2003 BODA is taking a more pro-active position within the CRA Area through recruiting of new members, participation in Downtown Events, and monthly meetings held at the CRA office. BODA and its members were contributing sponsors in wheels Weekend April 2003. In addition, they are providing sponsorship money and in-kind volunteer hours for the Boynton BeaCh Multicultural Winter Carnival. Marina area members of BODA will be asked to support efforts to secure a parking lot' lease with the First Financial Plaza, BODA is proposed to be the leassee on the lease with ten specific participants at $150 per month each to underwrite the proposed $1,500 per month rent. CRA Staff is asking the CRA Board to consider $150.00 per month share for the CRA in the BODA Lease. This would affect our budget by $1,800 this budget year (The lease is on a month-to-month basis). The lot lease is'seen as a temporary fix for employee and public parking during the downtown's construction period over the next two years. Staff recommends that the Miscellaneous Project Budget line item of $50,000 be drawn against for the $1,800. 4082 BODA 532 East Ocean Ave Boynton Beach, FL 33435 The following BODA members hereby pledge to pay a monthly amount as indicated below for the monthly lease of parking located at 639' E. Ocean Ave. known as the First Financial Plaza. The commitment shall be for the term of the month to month lease as determined by BODA. Payment is due to BODA no later than the first of every month at 532 East Ocean Ave, Boynton Beach, FL 33435. The Lease is attached as Exhibit "A". Further note that the Banana Boat Restaurant and Lounge haS committed to the following: 1. Provide liability insurance in compliance with the lease agreement and 2. Provide parking lot clean-uP daily during the duration of the parking lot lease with BODA. Monthly Payment Commitment: CRA Banana Boat Two Georges Sea Mist Wave Runner Dive Boats Total Monthly Lease Payment $ $ $ $ $ $ $ $ $ $ $1 ,500.00 4083 MEMORANDUM OF LEASE To; BODA 532 East Ocean Ave Boynton Beach, FL 33435 First Financial Plaza Condominium Association RE: Lease of First Financial Plaza Parking Area Lease Period--Month to Month, commencing the Weekdays: Monday thru Friday, 6:00 p.m.-3:00 a.m. Weekends: Saturday and Sunday, 11:00 a.m.-3:00 a,m. day of , 2003. Daily clean up of area by Lessee provided by the Banana Boat Restaurant and Lounge. Extra security of leased area during Lessee's use, provided by Lessee through the Banana Boat Restaurant and Lounge. Liability and property damage insurance coverage for parking area and office building, one million dollars/three million dollars provided by the Banana Boat Restaurant and Lounge. Three (3) month trial period to ascertain impact on First Financial Plaza unit owners and their clients. ' One thousand five hundred dollars ($11500.00) per month rent. First and last month rents due upon execution of this Memorandum of Lease. No parking in reserved areas. DATED this ... day of ,2003. First Financial Plaza Condominium AssociatiOn BY: LeSsor: Thomas J. Woolley, Jr., Pres. BY: Lessee: BODA 4084 Memo: To: From: Subject: Date: CRA Board Douglas Hutchinson MLK Property Acquisition Status 11/12/03 I met with City Staff and Legal Counsel to coordinate the acquisition of priority properties in the MLK area of the Heart of Boynton. The attendees were Kurt Bressner, Jim Cherof, Dale Sugerman, Quintus Green, Lindsey Payne and I. The intent of this report is to advise the CRA of the status of the land-purchase' program and to present a systematic approach so aS to expedite, the acquisition of property in the ,target area at a fair and equitable price. Jim Cherof is to draft contracts for the purchase of all properties in 'the priority area. Jim was given all property legal descriptions and tax roll values. A sample of the draft contracts is attached. Upon approval, these legal documents will be used tO prepare offers. It was suggeSted that the CRA secure a specific task order with The Urban Group for real estate, services. Dale Sugerman has contacted TUG and secured the task order scope of work and related pricing for the CRA to authorize. CRA staff has not had time to completely review the propoSal. However, I did question Dale Sugerman as to some of the task fees and he replied that they seemed to be in line with costs he has seen on other projects for :drainage projects in Boynton. The CRA secured mapping of the area with PCN numbers and info for .each property in the priority area. Those are attached and full information sheets are on file in the CRA office. The 2003 tax' roll values total $1,227,549. This does not necessarily reflect the ultimate acquisition cost for the'properties. The CRA has two line items available for this project. One is MLK property acquisition $500,000 and the other one is Heart of Boynton Street improvements, $100,000. The street improvements are going to be delayed until after the Properties are assembled. Further, year end (2002/2003)'budget' adjustments indicate an additional $400,000 available for CRA use. This will be confirmed and presented to the Board in December or January. The potential 2003/2004 funding could approach $1,000,000 Without altedng budget reserves or bonding requirements. I also believe that.we can come to terms that could spread purChase impacts over this and next year's budget (Next year's projected budget is for $250,000). 4085. The following property owners were contacted and their status is as follows: Bob Katz PCN PCN PCN (construction site) PCN Triumph Church PCN Rose Sunbury PCN Cedrick Edwards PCN Alberta Bell PCN 08-43.45-21-24-000-0101' 08-43.45-21-25-001-0060 08-43-45-21-25-001-0080 08-43-45-21-04-000-0130 08-43-45-21-25-001-0140 08-43-45-21-10-004-0060 08-43-45-21-10-005-0050 08-43-45-21-10-005-0070 Sell Sell Sell Sell Sell Sell Redevelop Redevelop Current for sales are 6 parcels and I am waiting on two other call backs. Lindsey Payne gave direction that the Board should address specific issues related to the acquisition process. Direction to establish an amount or formula to determine an amount for deposits and authorization for deposits to be included on contingency contracts. Direction as to the value basis fOr initial offers to be made on properties; i.e., assessed tax roll value. The Urban .Group Task Order Approval for Acquisition Services. Approval of sample contingency contract. Approval of the proposed Acquisition prOcess as Follows: o Draft standard FAR/BAR contract at market value. State in the special conditions that the purchase is subject to and contingent upon the property appraising for the .purchase price and CRA Board approval, in the Board's sole discretion. o Provide for a 30 day inspection period (in case we decide to move forward with the appraisal) and to bring the contracts before the Board. Remember, the Board can ignore the appraisal issue and move to purchase regardless: o Close within 30 days after the inspection pedod. o For those needing more time to vacate, negotiate that on a case by case basis. o Call the known sellers/oWners and to set up one on'one meetings. In the one on one meetings we Will discuss the contract and try to get a signature. 4086 o For those that are out of town, prepare contract and cover letter, explain to them on the phone that the package is coming and what it contains and then follow up. o Deposits are to be "$10.00 and other good and valuable consideration" or the promise to take it to the Board. 4087 ~'"- X X ~x 0 0 U~o m. nn 1:3 0 0 QO n n <n m 03 ~ ~ oo oo ~' ..~ ~Z oo B~ o~ oo== ~ ~ ~=~ ~ o~ ~o z~z~ ~Z~Z ==~ ~ 0 ~~ ooooooooooo ~oo~oooo'o~ °°g~oooo-ooooooo ~-~ ~~ ~ ~ ~ ooooo November 12, 2003 Mr. Dale S. Sugerman Assistant City Manager The City of Boynton Beach 124 East Woolbright Road Boynton Beach, Florida 33435 RE: Task Authorization No. CRA03-02 Price Proposal, Acquisition Services Dear Mr. Sugerman: Based on the provided scope, of work to acquire miscellaneous lots in connection with the CRA target parcels, The Urban Group, Inc. is now forwarding our pdce proposal. A cursory review of the project indicated there are twenty-eight, (28) Pdvate ownerships along with several parcels owned by the City. A Project Map has been provided to identify all targeted parcelS. The Urban Group will only invoice the number of ownerships encountered up to twenty-eight and provide assistance, if needed, for transfer of the City parcels. This pdce proposal has been structured as a unit fee with milestones. This structure will limit the CRA's expenses to the work. performed per parcel, through certain phases of the acquisition process. Units and/or Milestones not reached will not be invoiced. Should.you wish to discuss this assignment or the enclosed documents, yoU may reach'me at (888) 522-6226, extensiOn 127. Sincerely, THE URBAN GROUP, INC. Jim Nardi Vice President Enclosures Barry S. Lazarus, The Urban Group, Inc. 4090 The Urban Group, Inc. · 1424 South Andrews Avenue · Suite 200 · Fort Lauderdale~ Flarida 33316 TELEPtIONE 954-522~6226 · FAX 954-522-6422 November 12, 2003 Mr, Dale S. Sugerman Assistant City Manager The City of Boynton Beach 124 East Woolbright Road Boynton Beach, FIodda 33435 RE: Task Authorization No. CRA03-02 Proposed Scope of Work, Acquisition Services Dear Mr. Sugerman: Pursuant to our COnversation on November 7m and a subsequent project.review, following please note our proposed scope of work in providing acquisition services for the Community Redevelopment Agency. The Urban Group, Inc. proposes to: O 0 0 0 0 Parcel Assessment; Create parcel file / Value & Title Review / Determine willing seller status. Negotiate sale/option COntract for the CRA's consideration. Coordinate Due Diligence including efforts of Sub-consultants, (appraiser, environmentalist and closing agent) as needed. Coordinate all Closing activities. Property Management; Coordinate any necessary post closing activities and hand off parcel to CRA. The proposed scope has been further detailed in the attached, Summarized'Work Effort. Based upon this scope, The Urban Group has prepared a pdce proposal for the CPA's review. Should you wish to discuss this assignment further you may reach me at (888) 522-6226, extension 127. Sincerely, THE URBAN GROUP, INC. Jim Nardi Vice President Barry S. Lazarus, The Urban Group, Inc. 4091 The Urban Group, [ne_ · 1424 South Andrews Avenue · Suite 200 · Fort L~_,_,d_~da]e, P~ofida 33316 TELEPHONE 954-522-6226 · FAX 954-522-6422 THE URBAN GROUP, INC. 1424 South Andrews AVenue, Suite 200 Fort Lauderdale, Flodda 33316 Boynton Beach Community Redevelopment Agency Task Authorization CRA-03-02 SUMMARIZED WORK EFFORT PARCEL ASSESSMENT: Create parcel file / Value & Title ReView / Determination of willing seller status. Create an Electronic and Hard Copy File Review and document sales history, assessed value Review County records on ownership Verify records on corporate held property Note any encumbrances found in preliminary search Basic review of third party appraisal, if available Review neighborhood for other current listings and sales Reseamh subject status (listed? or available for sale?) Contact the property owner of record and ascertain their willingness to sell ACQUIRE SITE: Initiation of Negotiations / Negotiate sale/option contract for CPA's consideration. Become familiar with the CPA's position Review the terms of the contracts to be used Insure contract data is accurate, address, ownership, etc. Meet with property owner and determine their position Negotiate terms pursuant to the CPA's goals Obtain executed contract With unwilling sellers, make sufficient contacts in person and in writing to document their position. Forward any contracts received to CRA Provide Negotiation Summary analysis DUE DILIGENCE: Coordinate with ali sub contractors, review reports and make recommendations. Recommend and Order any necessary reports, Environmental Phase I and II, Survey, Asbestos Reports, Title Commitment, Demolition, etc. Provide follow up with all CPA or sub-contractors to insure sChedules are met Review products submitted from vendors and forward with recommendation to CPA Provide Due Diligence Summary Analysis 4092 CLOSING: Coordinate all closing activities. Review all closing documents, deeds, releases, affidavits, etc. Review settlement statement for all expenditures Advise of any required contract extensions Report of proPerty condition prior to closing, vacant and secured Set closing date pursuant to the contract Insure funds are in place Attend closing as needed, obtain keys PROPERTY MANAGEMENT: Coordinate any necessary post closing activities and hand off · parcel to CRA. Advise CRA of closing Transfer services to CRA, electric, gas, water, etc. Oversee Asbestos Abatement, and/or Demolition as needed InSure proper insurance and permitting documents are obtained Forward keys and case file as needed Provide Maintenance Summary analysis 4093 THE URBAN GROUP, INC. 1424 South Andrews Avenue, Suite 200 Fort Lauderdale, Florida 33316 Boynton Beach Community Redevelopment Agency Task Authorization CRA-03-02 PROJECT MAP ,ANE RTS SUB, 4094 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY This Agreement for Purchase and Sale of Real Property (hereinafter the "Agreement"), is made and entered into between THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, (hereinafter referred to as "Buyer) and (hereinafter referred as "Seller"). In consideration of the mutual agreements set forth below, the parties agree as follows: 1.0 Definitions. The following terms when used in this Agreement shall have the following meanings: 1.1 BuYer. The Boynton Beach Redevelopment Agency. 1.2 Closing. The delivery of the Deeds to Buyer concurrently with the delivery of the Purchase Price to Seller. 1.3 Closing Date. The date of the Closing as determined in accordance with Paragraph 10 below. 1.4 Deed. One (1) Statutory General Warranty Deed which shall convey the Property ~om Seller to Buyer. sign it. 1.5 Effective Date. The date that this Agreement is executed by the last party to 1.6 Governmental Authority. Any federal, state, county, municipal or other governmental department, entity, authority, commission, board, bureau, court, agency or any instrumentality of any of them which has jurisdiction over the Property. 1.7 Governmental Requirement. Any law, enactment, statute, code, ordinance, role, regulation, judgment, decree, writ, injunction, franchise, permit, certificate, license, authorization, agreement, or other direction or requirement of any Governmental Authority now existing or hereafter enacted, adopted, promulgated, entered, or issued applicable to the ProPerty, or to any appurtenances, structure, use or facility, on or adjacent to, the Property. 1.8 Property. That certain real property located in the City of Boynton Beach, Palm Beach County, Florida, and more particularly described as parcel on Exhibit "A" attached hereto and made a part hereof, together with all improvements, property rights, easements, privileges and appurtenances thereto. 1.9 Purchase Price. The price the Buyer shall pay the Seller for the Property as more fully set forth in Paragraph 3 below. 1 C:~Documents and SettingskHutchinsonD.ClTY'~¢~ Settings\Temporary Internet Files\OLK4D\CKA Purchase and Sale.doc 1.10 Seller. 1.11 Title Commitment. A title insurance commitment issued by or written on the Title Company, agreeing to issue the Title Policy to Buyer upon payment of the Purchase Price and recording of the Deed and execution and recording (if applicable) of other closing documents. 1.12 Title Company. The title insurance company, licensed and authorized to conduct business in the State of Florida as selected by Buyer. 1.13 Title Policy. An ALTA Form B Owner's Title Insurance Policy in the 'mount of the Purchase Price, insuring Buyer's tire to the Property, subject only to the Permitted Exceptions. 2.0 Agreement to Purchase. 2.1 For good and valuable consideration of One Hundred Dollars ($100.00), in hand paid by Buyer to Seller, Seller hereby grants to Buyer and Buyer hereby agrees to purchase and acquire the Property from Seller on the terms and conditions hereinat~r set forth for the Purchase Price set forth in Section 3.0. 3.0 Purchase Price. The total Purchase Price for the Property shall be the fair market value of the property as established by an MIA certified real property appraiser to be selected by the Seller f~om an approved list of appraisers established by the Buyer. Buyer's obligation to consummate the transaction referenced herein is contingent on the Buyer's conveying the real property free and clear of all liens, leases, claims and interest of third parties. The Purchase Price shall be payable to the Seller without deduction or offset for any customary closing costs or fees. 4.0 Inspections. Buyer shall have until One Hundred Twenty (120) days from the effective date as defined in 1.5, to make any inspections it deems necessary. (the ".Inspection Period"). During the Inspection Period, Buyer may determine that the Property has adequate services available and that all Federal, State, County and local laws, rules and regulations have been and are currently being complied with relative to the Property. This Agreement is contingent upon Buyer, at its sole cost and expense, obtaining and accepting a satisfactory Phase I Environmental Audit and an asbestos survey which may include sampling of the property. Seller consents to all sampling that may be required to complete the asbestos survey. In the event that the Phase I Environmental Audit reveals the existence or the potential existence of contamination, baT~rdous conditions, hazardous waste or other adverse conditions as defined by applicable Federal and State Statutes, Rules and Regulations, then Buyer shall have the right of obtaining a Phase Il Audit of the property. In the event that any inspections and any review of documents conducted by the Buyer relative to the Property prove unsatisfactory in any fashion, the Buyer, at its sole discretion, shall be entitled to terminate this Agreement by providing written notice to Seller and receive an immediate refund of all deposits plus interest paid hereto or proceed to closing as set forth herein. 5.0 Evidence of Title. 2 C:kDocuments and SettingsXHutchinsonD.CrrYXLocal Settings\Temporary lnternet Files\OLK4D\CRA Purchase and Sale.doc M0q6 c_. 5.1 Delivery of Title Commitment. Within twenty (20) calendar days of the execution of this Agreement, Buyer shall obtain a Title Commitment, at Buyer, s cost, and shall deliver a copy of the Title Commitment to Seller's attorney within three (3) days of receipt of the title commitment. 5.2 Marketable Title. Seller shall convey marketable title to the Property, subject to the Permitted Exceptions. Marketable Title shall be determined according to the Tire Standards adopted by authority of The Florida Bar and in accordance with law. Buyer shall have ten (10) days from the date of receiving the Tire Commitment to examine same. If tire is found defective, Buyer shall within ten (10) days of receiving the rifle commitment notify Seller in writing of any specific title defects. If Seller has not received written notice from Buyer of a title defect, Buyer shall waive any tire objections, and accept the tire in its existing condition. The Buyer's notice of the title defects shall include a statement of how the defects should be cured. If said defects render title unmarketable (other than encumbrances that would otherwise be paid at closing), Seller shall have fifteen (15) days from receipt of notice within which to remove said defects, providing that Seller shall not be obligated to spend more than $20,000.00 or initiate litigation in order to cure or correct any noticed title defect; and if Seller is unsuccessful in removing such defects within said time, Buyer shall have the option of either accepting the title in its existing condition without a reduction of the Purchase Price, or of terminating this Agreement by sending written notice of termination to Seller within ten (10) days after being notified by Seller that Seller was unsuccessful in removing such defect(s). Upon the termination of this Agreement, neither Buyer nor Seller shall have any further rights or obligations hereunder except as provided in this Agreement. Seller agrees that if title is found to be unmarketable, Seller will use diligent efforts to correct all defects in rifle, within the time provided therefore, and subject to the limitations stated above. 6.0 Survey. Within twenty (20) days of the execution of this Agreement, Buyer may obtain at its expense a survey (the "Survey") of the Property showing all improvements thereon prepared by a land surveyor or engineer registered and licensed in the State of Florida. The Survey shall show the legal description of the Property to be the same as Exhibit "A" attached hereto. The Buyer may require any reasonable revision to the legal description so long as any such revision does not result in Seller being required to convey any lands or rights other than those described to be within the Property described on Exhibit "A" attached hereto. Any objections must be delivered to Seller's attorney within the twenty (20) days following receipt of the survey. 7.0 Seller's Representation. Seller hereby represents and warrants to Buyer as of the Effective Date and as of the Closing Date as follows: 7.1 Seller's Authority. Seller has legal right and ability to sell the Property pursuant to this Agreement. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transaction contemplated by this Agreement is 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, 7.2 No Legal Bar. The execution by Seller of this Agreement and the consummation by Seller of the transaction hereby contemplated does not, and on the Closing Date 3 C:kDocuments and Settings'arIutchinsonD. CITYXLocal Settings\Temporary Interact Files\OLK4D\CRA Purchase and Sale.doc will not, result in a breach of, or default under, any indenture, agreement, lease, instrttrnent, pending guardianship, obligation or the agreement of limited partnership, limited partnership certificate or related instruments affecting the Seller, to which Seller is a party and which affects all or any portion of the Property, or to Seller's knowledge, constitutes a violation of any Governmental Requirement. 7.3 No Default. Seller is not in default under any indenture, mortgage, deed of trust, loan agreement, lease or other agreement to which Seller is a party and which affects any portion of the Property. 7.4 Title. Seller is the owner of marketable title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions and encumbrances of records which will be paid at Closing. 7.5 Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened against Seller or the Property affecting any portion of the Property. 7.6 Parties in Possession. There are no parties other than Seller in possession of any portion of the Property as a lessee with the exception of , tenant at sufferance, or trespasser, hereinabove set forth in connection with the current use of the Property. Seller may allow use by others prior to closing, but Property shall be vacant at time of closing. Seller shall be obligated to insure that any lease presently in effect, as of the date of this Agreement shall be terminated by providing lawful notice to the tenants and obtaining the possession of the property defined in Section 1:10 herein. 7.6 Buyer's Remedies for Seller's Misrepresentations. In the event that Buyer becomes aware prior to Closing that any of Seller's warranties or representations set forth in this Agreement are not true on the Effective Date or any time thereafter but prior to Closing, and in the event Seller is unable to render any such representation or warranty tree and correct as of the Closing Date, Buyer may either: (a) temfinate this Agreement by written notice thereof to Seller, in which event the parties will be relieved of all further obligations hereunder; or (b) elect to close under this Agreement notwithstanding the failure of such representation and warranty, in which event the Closing shall be deemed a waiver by Buyer of the failure of such representation and walTallty. 8.0 Buyer's Representations. The Buyer hereby represents and warrants to the Seller as of the Effective Date and as of the Closing Date that Buyer has full and comPlete authority subject to laws applicable to Buyer, to purchase the Property and to comply with the terms of this Agreement, and the execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transaction hereby contemplated are within Buyer's capacity and all requisite action has been taken to make this Agreement valid and binding on Buyer in accordance with its terms. 9.0 Conditions Precedent to Closing. Each of the following events or occurrences (the "Conditions Precedent") shall be a Condition Precedent to Buyer's obligation to close this transaction. If the Conditions Precedent have not been satisfied on or before the Closing Date, 4 C:~Documents and SettingsXItutchinsonD.C~al Settings\Temporary Intemet Files\OLK4D\CRA Purchase and Sale.doc ~ Seller shall have ten (10) days within which to satisfy the unsatisfactory condition and should Seller not have done so within said 10-day period, Buyer shall have the fight to either (a) terminate this Agreement by giving notice thereof to Seller, whereupon Buyer and Seller shall be relieved of all further obligations under this Agreement; or (b) waive the condition and close. 9.1 . Representations. The material representations and warranties made by Seller in this Agreement shall be tme and correct on the Closing Date subject to the 10-day extension provided in Paragraph 9 above. 9.2 Seller's Obligations. Seller shall have performed all covenants, agreements, and obligations and complied with all conditions required by this Agreement to be performed or complied with by Seller prior to the Closing Date. 9.3 The Property shall be free and clear of any persons, tenants, improvements of any ldnd or related appurtenances on the Closing Date. In the event Seller is unable to satisfy this representation, the Buyer shall have the option to extend the closing for thirty (30) days to insure that the Property is vacant. 9.4 Seller shall make available (at Seller's office or Seller's attorney's office) to Buyer no later than twenty (20) days following the Effective Date of this Agreement, copies of all documents which Seller may have in its possession pertaining to the Property including, but not limited to, building plans, architectural plans,, building permits, impact fee assessments, notices of special assessments, notices of sewer fees and water fees, unrecorded restrictive covenants, variance applications/approvals, special exception application/approvals, engineering plans, unrecorded developer agreements, enviromental reports, surveys and prior tire insurance policies, tire commitments, and title exceptions pertaining thereto. 9.5 Seller has no actual knowledge nor has it received any written notice that there has been any discharge of hazardous material at the Property. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U. S. Environmental Protection Agency, the U. S. Department of Labor, the U.S. Department of Transportation, or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governmental Authority(ies)"). Seller acknowledges that Buyer must rely on its Environmental reports and assessments as Seller is not aware of Property's environmental condition other than as stated above. 9.6 Seller shall continue to possess the property until closing and shall maintain the same in its present condition, reasonable wear from ordinary use excepted. Risk of loss from fire, casualty, or other liabilities not caused by the Buyer's gross negligence or intentional acts, shall be Seller's until closing. Seller shall maintain adequate insurance against loss, including extended coverage, during such period. If the property is damaged by fire or other casualty prior to closing, Buyer shall have the right to take the property "as is" together with insurance proceeds, if any, or receive a reduction in the purchase price of the property in an amount equal to the loss. The parties 5 C: ~Documents and s ettings~IutchinsonD. CITY~ocal Settings\Temporary lnternet Files\OLK4D\CRA Purchase and Sale. doe shall agree to the reduction, if any, but if the parties cannot agree upon the mount of loss, an independent appraiser/adjuster shall be selected whose determination shall be binding. The cost of the appraiser/adjuster shall be borne equally by the parties hereto. 10.0 Closing. The Closing shall occur at a mutually agreed time on or before thirty (30) days from certification of the fair market value by the appraiser selected as heretofore set forth. 11.0 Seller's Closing Documents. .At closing, Seller shall deliver the following documents ("Seller's Closing Documents") to Buyer: 11.1 General Warranty Deed. The Statutory General Warranty Deed shall be duly executed and acknowledged by Seller so as to convey to Buyer good and marketable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title, other than the Permitted Exceptions and exceptions not duly objected to by Buyer. 11.2 Mechanic's Lien Affidavit. A mechanic's lien affidavit in the customary form, attesting that (a) no individual, entity or Governmental Authority has any claim again.qt the Property under the applicable mechanic's lien law, (b) no individual, entity or Governmental Authority is either in possession of the Property or has a promissory interest or claim in the Property (except Buyer), and (c) no improvements to the Property have been made for which payment has not been made. 11.3 Gap Affidavit. An affidavit in form and content reasonably satisfactory to the Title Company to facilitate the insuring of the "gap", i.e., the deleting as an exception to. the Title Commitment any matters appearing .between the effective date of the Title Commitment and the effective date of the Title Policy. 11.4 FIRPTA. A FIRPTA Non-Foreign Entity Transferor Certificate or Exemption Certificate or document evidencing withholdings, in accordance with Section 1445 of the Internal Revenue Code. 11.5 DR-219. A DR-219 Form as required for recording. 12.0 Buyer's Closing Documents. At closing, Buyer shall deliver the following documents (Buyer's Closing Documents) to Seller; 12.1 Approval. Written documentation of Buyers authority to purchase the property. 13.0 Closing Procedure. The Closing shall proceed in the following manner: 13.1 Transfer of Funds. wire transfer to the account of Seller. Buyer shall pay the Purchase Price to the Seller by 13.2 Delivery_ of Documents. Seller shall deliver Seller's Closing Documents to the Buyer. 6 C:~Documents and Settings~IutchinsonD.C~al Settings\Temporary Interact Files\OLK4D\CRA Purchase and Sale.doc 14.0 Closing Costs, Taxes, Prorations and Impact Fees. 14.1 Ad Valorem Taxes. Seller shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Palm.Beach County Revenue Collector. 14.2 the time of Closing: Seller's Closing Costs. Seller shall pay for the following items prior to or at None 14.3 Buyer's Closing Costs. Buyer shall pay for the following items prior to or at the time of Closing: Cost of providing marketable title as provided herein; documentary stamp tax on Warranty Deed; recording of Deeds; title insurance premium; survey costs, appraisal costs, Phase I, Phase II (if applicable), Environmental Assessment Report costs and related expenses. 15.0 Possession. Buyer shall be granted full possession of the Property at Closing, 16.0 Condemnation. 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 Buyer and Buyer shall thereafter within ffficen (15) days after receipt by Buyer of the notice fzom Seller either (1) terminate this Agreement, whereupon Seller and Buyer shall be released of all further responsibility and obligations hereunder; or (2) proceed to close this transaction. Seller hereby, agrees to furnish Buyer with written notice of a proposed condemnation within five (5) business days after Seller's receipt of notification. Should Buyer terminate this Agreement, the parties hereto shall be released from their respective obligations and liabilities hereunder. Should Buyer elect not to terminate, the parties hereto shall proceed to Closing and Seller shall assign all of its fight, title and interest in all awards in connection with such taking to Buyer. 17.0 Notice. Notices shall be in writing delivered by hand, or by certified mail, remm receipt requested, or °vemight delivery by nationally recognized service, to the addressee at the address set forth herein, or by facsimile transfer, and shall be deemed to have been delivered on the date of receipt of such notice, if hand-delivered, or, if mailed, on the date the receipt for which the certified mail is signed or refused, by the addressee or its authorized agent or employee, or if by facsimile transfer, by confirmation of lxansmission. Either party may change the address for notice to that party by delivering written notice of such change in the manner provided above, such change to be effective not sooner than ten (10) days after the date of notice of change. If either party relies upon a hand delivery as described herein, then the party using this medium shall maintain an 7 C:~Documents and SettingsH-IutchinsonD.C~cal Sc'ttings\T,mporary Int~rnet Files~OLK4D\CRA Purchase and Sale.doc appropriate receipt of delivery, in the normal course of business. BUYER: The Boynton Beach Community Redevelopment Agency 639 E. Ocean Avenue, Suite 107 Boynton Beach, FL 33435 SELLER: 18.0 Default If the Buyer shall fail or refuse to consummate the transaction in accordance w/th the terms and provisions of this agreement, all deposits and interest shall be forfeited to Seller as agreed upon liquidated damages. In the event of such default by Buyer, Sellers sole and entire remedy shall be restricted to retention of the deposit plus all accrued interest, if any, and Buyer shall have no other responsibility or liability of any kind to Seller by virtue of such default. In the event of a default by Seller, the Buyer shall have all remedies available to it which shall include the remm of the earnest money and accrued interest as liquidated damages and/or equitable relief such as specific performance. The Buyer should be entitled to equitable relief to enforce the terms and conditions of this agreement either through a decree for specific performance or injunctive relief. 19.0 Miscellaneous. 19.1 Counterparts. This Agreement may be executed in any number of counterparts, any one and all of which shall constitute the contract of the parties. The paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. 19.2 Amendment. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by both Seller and Buyer. 19.3 Attomeys' Fees. If any party obtains a jud~mnent against any other party by reason of breach of this Agreement, attorneys' fees and costs shall be included in such jud~mnent. 19.4 Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of Florida, both substantive and remedial. 19.5 Entire Agreement. This Agreement set forth the entire agreement between Seller and Buyer relating to the Property and all subject matter herein and supersedes all prior and 8 C:kDocuments and Settings~utehiu~onD.CrI~Loc.~ Sett~gs\Temporary lntemet Files\OLK4D\CRA Purchase and Sale.doc qoqs:g' contemporaneous negotiations, understandings and agreements, written or oral, between the parties. 19.6 Computation of Dates. If any date computed in the manner herein set forth falls on a legal holiday or non-business day or non-banking day, then such date shall be extended tot he first business day following said legal holiday or non-business day or non-banking day. 19.7 Time is of the Essence. Both parties intend that all time periods provided for in this Agreement shall be strictly adhered to. 19.8 No Recording. This Agreement or any notice or memorandum hereof may not be recorded in the public records of any county in the State of Floridm 19.9 No Brokers. Seller and Buyer each represent to the other th~ it has not dealt with any commissioned broker, salesperson or agent in connection with the execution and delivery of this Agreement, and the other party shall not be required to pay any commission whatsoever with respect to this Agreement resulting fi.om the actions of the party making such representations. Seller and Buyer each indemnify and hold each other harmless fi.om and again~ any and all losses, costs, damages, liabilities and expenses (including without limitation, reasonable attorneys' and paralegal fees) resulting from a breach by the indemnifying party of the foregoing representation. 19.10 Accepmce of Deed. The acceptance ofthe Deed by Buyer shall be deemed full performance and discharge of every agreement and obligation on the part of Seller to be performed pursuant to this Agreement, except those which are specifically stated to survive delivery of the Deeds and closing. 19.11 Interpretation. Should any term or provision of this Agreement be subject to judicial interpretation, it is agreed by Seller and Buyer that the court interpreting or construing the same shall not apply a presumption that the term or provision shall be more strictly construed against the party who itself or through its agents and attorneys of each party have participated in the preparation of the terms and provisions of this Agreement and that all terms and provisions have been negotiated. 19.12 Captions, Headings, Etc. Captions, headings, section and subsection numbers in this Agreement are for convenience and reference only, and shall have no effect upon the meaning of any of the terms or provision herein~ 19.13 Waiver. Failure of either party to insist upon compliance with any term or provision hereof shall not constitute a waiver thereof, and no waiver of any term or provision of this Agreement shall be effective unless it is in writing and signed by the party against whom it is asserted. Any waiver of any term or provision of this Agreement shall only be applicable to the specific term or provision and instance to which it is related, and shall not be deemed to be a continuing or future waiver as to such term or provision or as to any other term or provisiom 19.14 No Third Party Beneficiary_. The terms and provisions ofthis Agreement are for the exclusive benefit of Seller and Buyer, and not for the benefit of any third party, and this Agreement shall not be deemed to have conferred any fights, express or implied, upon any third 9 C:~Documents and ScttingsLltutchinsonD.C~cal Settings\Temporary Intcrnet File~\OLK4D\CRA Purchase and Side.doc 19.15 RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantifies, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health unit. IN WITNESS indicated below. WITNESSES: WHEREOF, the parties have executed this Agreement as of the date BUYER: THE BOYNTON BEACH REDEVELOPMENT GROUP COMMUNITY (Print Name) (Print Name) BY: Date Executed: SELLER: BY: (Print Name) (Print Name) Date Executed: 10 C:kDocuments and SettingsXHutchinsonD.crrYkLocal Settings\Tempora~ lntemet Files\OLK4D\CRA Purchase and Sale.doc ExI-rIRIT "A" LEGAL DESCRIPTION h~o~51_ ii C:XDocuments and SettingsXHutchinsonD.crrYmocai Settings\Temporary Internet Filcs\OLK4D\CRA Purchase and Sale.doc Memo: To: CRA Board From: Douglas Hutchinson, CRA Executive Director Re: Cut Off Date for Board Meeting Agendas Date: November 5, 2003 Staff is recommending that the CRA establish a policy covering the submittal of items for the monthly CRA Board Meetings. Staff and support staff has been overwhelmed over the past several months with major agenda items arriving late from third parties. The items are more and more often being presented to staff just in time or late on the Thursday before the Tuesday meeting date to be placed in the Board package. This leaves little or no time for staff review and comment. Further~ this rush affects our other work and agenda items. For proper staff processingl review and comment, it is suggested that a CRA material submittal deadline be set to state that all materials must be received two (2) weeks prior to CRA Meeting (currently set as the second Tuesday of the month) or the agenda item may be subject to deferment to the next meeting. 4096 ' ' MEMO TO: CRA Board FROM: Susan Vielhauer SUBJECT: Adoption of Resolution No. 03-02 for 457 Deferred Compensation Plan DATE: October 6, 2003 As directed by the CRA Board, Staff has secured Lord Abbott as the provider of our 457 Deferred Compensation Plan. In order to establish the Boynton Beach Community Redevelopment Agency 457 Plan, the CRA Board must adopt the plan by ResolutiOn. Attached you will find Resolution 03-02 and the attached 457 plan document for the benefit of the employees of Boynton Beach Community Redevelopment Agency. The resolUtion and attached 457 documents were forwarded to legal staff for review and · comment. Legal reviewed the resolution and staff made the necessary changes as directed by Legal Staff. Staff is recommending the adoption of the resolution so staff can move forward to set up the retirement plan for the CRA employees. 4097 RESOLUTION NO. 03-02 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 0.4 1 2 3 4 5 6 7 A .RESOLUTION OF THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, ADOPTING THE 457 DEFERRED COMPENSATION PLAN BEGINNING OCTOBER 1, 2002; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Boynton Beach Community Redevelopment Agency_(hereinafter referred to as the "Employer") wishes to adopt an eligible deferred compensation plan pursuant to Section 457(h) of the Internal Revenue Code of 1986, as amended, for the benefit of its employees; and WHEREAS, the Employer has authorized the adoption of the Boynton Beach Community redevelopment Agency 457 Plan (hereinafter referred to as the "Plan"), effective as of October 1, 2002; and WHEREAS, it is the intention of the Employer and the ParticiPants that the Plan is a deferred compensation plan, and' that the assets of the Plan are to be held for the exclusive benefit of the Participants and their Beneficiaries; NOW, THEREFORE, BE IT RESOLVED BY THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY THAT: SECTION 1. The foregoing "WHEREAS" clauses are hereby ratified and confirmed as true and correct and by this reference incorporated herein. SECTION 2. The CRA 457 Deferred Compensation Plan, which is attached hereto as Exhibit "A" and expressly made a part hereof, is hereby adopted and shall be in ful/force and effect for the Fiscal Year beginning on October 1, 2002. SECTION 3. All' resolutions or parts40q.~8resolutions in conflict herewith are LAP: 9-8-2003 Page 1 of 2 C:kDocumcnts and Scttings\viclhauers. CITY~iy Documentskcsoulations\03.01 (Adopting 457 Deferred Comp Plan).doc 1 2 3 4 5 6 7 RESOLUTION NO. 03-02 hereby repealed to the extent of such conflict. SECTION 4. If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5. This Resolution shall become effective immediately upon its passage and adoption. PASSED AND. ADOPTED BY TI-IE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY BOARD, THIS DAY OF , 2003. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, By: Exhibit A 457 Deferred Compensation Plan CHAIn.MAN 4099 Page 2 of 2 LAP: 9-8-2003 CADocuments and Settings\vielhauers. C1TY~y Documents~resoulations\03-01 (Adopting 457 Deferred Comp Plan).doc ATTACHMENT A BOYNTON' BEACH COMMUNITY REDEVELOPMENT AGENCY 457 PLAN 4100 Table of Content~ ARTICLE' ONE--DEFINITIONS 1.1 Account 1.2 Administrator 1.3 Beneficiary 1.4 Code 1.5 Compensation 1.6 - Effective Date 1.7 Eligible Individual 1.8 Employer 1.9 Normal Retirement Date 1.10 Participant 1.11 Plan 1.12 Plan Year 1.13 Year of Service 1.14 Valuation Date ARTICLE TWO--PLAN PARTICIPATION 2.1 Participation ARTICLE THREE..CONTRiBUTIONs AND TRANSFERS 3.1 Elective Deferrals 3.2 Employer Contributions 3.3 Rollovers and Transfers from Other Plans 3.4 Timing of Contributions ARTICLE FOUR--ACCOUNTING RULES 4.1 Investment of Accounts and Accounting Rules 41'01 ARTICLE FIVE--VESTING 5.1 Vesting 5.2 Forfeiture of Nonvested Balance 5.3 Normal Retirement 5.4 Permanent and Total Disability ARTICLE SIX--MANNER AND TIME OF DISTRIBUTING BENEFITS 6.1 Manner of Payment 6.2 Time of Commencement of Benefit Payments 6.3 Furnishing Information 6.4 Minimum Distribution Rules for Installment Payments 6.5 Death Benefit 6.6 Designation of Beneficiary 6.7 Time and Mode of Distributing Death Benefits 6.8 Voluntary In-Service Distributions ARTICLE SEVEN--ADMINISTRATION OF THE PLAN 7.1 Plan Administration 7.2 Claims Procedure ARTICLE EIGHT--LIMITATION ON ELECTIVE DEFERRALS AND EMPLOYER CONTRIBUTIONS 8. t Limitation on Elective Deferrals and Employer Contributions 8.2 Catch-Up Limitation 8.3 Adjustment for Exceeding Limitation ARTICLE NINE--AMENDMENT AND TERMINATION 9.1 Amendment 9.2 Termination ef the Plan 4102 ARTICLE TEN--UNFORESEEABLE EMERGENCIES 10.1 Unforeseeable Emergencies ARTICLE ELEVEN--MISCELLANEOUS PROVISIONS t1.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 Exclusive Benefit and Custodial Account Inclusion in Income Plan Does Not Affect Employment · Benefits not Assignable Distribution to Legally Incapacitated Person Construction Governing Documents Governing Law Headings Counterparts SIGNATURE PAGE 4103 ARTICLE ONE--DEFINITIONS For purposes of the Plan, unless the context or an alternative definition specified within another Article proVides otherwise, the following words and phrases shall have the definitions provided: .!. 1 "ACCOUNT" shall mean the individual bookkeeping accounts maintained for a Participant under the Plan which shall record (a) the amounts of Compensation deferred to the Plan pursuant to the Participant's election pursuant to Section 3.1, (b) the Participant's allocations of Employer contributions, if any, pursuant to Section 3.2, (c) any amounts transferred to this Plan under Section 3.3 from another plan, and (d) the allocation ofinveslment experience. t.2 "ADMINISTRATOR,, shall mean the Plan Administrator appointed from time to time in accordance with the provisions of Section 7.1. 1.3 "BENEFICIARY" shall mean any person, trust, organization, or estate entitled to receive payment under the terms of the Plan upon the death of a participant. 1._~_4 "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to time. _1.5 "COMPENSATION" shall mean the compensation paid to a Participant by the Employer for the Plan Year that would be included in the Participant's federal gross income but for the PartiCipant's election to participate in the Plan. t.~ "EFFECTIVE DATE." The Effective Date of the Plan is October 1, 2002. No Eligible Individual who separated from the Employer's service prior to this date shall have any rights hereunder. 1.7 "ELIGIBLE INDIVIDUAL" shall mean an employee of the EmPloyer .regularly scheduled to work forty (40) or more hours of service each week whether appointed or elected who provides services to the Employer for which Compensation is paid and is designated' by the Employer as eligible to be a Participant. 1 .~8 "EMPLOYER" shall mean Boynton Beach Community Redevelopment Agency. ~ "NORMAL RETIREMENT DATE" shall mean a Participant's sixty-fifth (65th) birthday or, if later, the fifth (Sth) anniversary of the Participant's commencement of Plan participation. 1.__L0_ "PARTICIPANT" shall mean any Eligible Individual who has satisfied the eligibility requirements of Article Two and who is participating in the Plan. ~ "PLAN" shall mean th/s Plan as set forth herein and as it may be amended from time to time. 1.1__22 "PLAN YEAR" shall mean the twelve (12)-consecutive_month period beginning October 1 and ending September 30. 4104 2 1.13 "YEAR OF SERVICE" shall mean, for eligibility and vesting computation purposes, the twelve (12)-consecutive-month computation period commencing with the Eligible Individual's date of hire by the Employer, and anniversaries of that date. Credit for eligibility and vesting purposes shall be given for service for the Employer prior to the original Effective Date of the Plan. 1.14 "VALUATION DATE" shall mean daily or such other date(s) as specified by the Administrator. 4105 ARTICLE TWO--PLAN PARTICIPATION 2.-1 PARTICIPATION. An Eligible Individual who performs services for the Employer for which Compensation is paid shall become a Participant under the Plan effective as of the date he completes one Year of Service, provided he has elected in writing to defer a portion of his Compensation to the Plan. - In no event, however, shall any Employee participate under the Plan while he is regularly scheduled to work less than forty (40) hours of service for the Employer per week. 4106 4 ARTICLE THREE--CONTRIBUTIONS AND TRANSFERS FROM OTHER 457 PLANS 3.1 ELECTIVE DEFERRALS. (a) Elections. A Participant may elect in writing to defer a portion of his Compensation up to the maximum amount permitted under Section 457 of the Code (as set forth in Article Eight) for a Plan Year. The amount of a Participant's Compensation that is deferred in accordance with the Participant's election shall be withheld by the Employer from the Participant's Compensation on a ratable basis throughout,the Plan Year and or on a nonratable, single-sum basis. A Participant may elect in writing to defer all or a portion of any cash bonus received during the Plan Year on a single sum basis; provided, however, that the limitation in the preceding sentence with respect to Compensation for the entire Plan Year is not exceeded. The amount deferred on behalf of each Participant shall be contributed by the Employer to the Plan and allocated to the Participant's Account. Notwithstanding the foregoing provisions of this Section 3.1, a Participant may defer a portion of his Compensation for any calendar month only if he has elected in writing to defer a portion 0fhis Compensation for such calendar month prior to the beginning of such calendar month. (b) Changes in Election. A Participant may prospectively elect to change or revoke the amount (or percentage) of his elective deferral by filing a written election with the Employer. The Participant shall be entitled to change the amount (or percentage) of his elective deferral which change shall be effective as of the first day of any payroll period following receipt by the Employer of his written election. A Participant's revocation of his elective deferrals shall be effective as of the next pay period following his written election to cease deferrals. A Participant who has revoked his elective deferral may reenter the Plan as of the first day of/he payroll period folloWing his written election to commence deferrals. (c) Administrative Rules. All elections made under this Section 3.1, including the amount and frequency of deferrals, shall be subject to the rules of the Administrator which shall be consistently applied and which may be changed from time to time. 3.2 EMPLOYER CONTRIBUTIONS. (a) Employer Matching Contributions. For each Plan Year, the Employer may contribute to the Plan, on behalf of each Participant eligible under Section 3.2Co), a discretionary matching contribution equal to a percentage of the Participant's election deferrals that each such Participant is making under Section 3.1 and only for the period during which elective deferrals are made by the Participant. The Employer shall determine the mount, if any, of the Employer matching contribution. The Employer may also determine to raise, suspend, or reduce its contributions under this Section 3.2(a) for any Plan Year. Forfeitures which arise from Employer matching contributions shall be used to reduce any Employer contribution. 4107 5 (b) Eligibility_For Employer Matching Contribution,*. To be eligible for a share of Employer matching contributions under Section 3~2(a), an Eligible Individual must-(I) be qualified as a Participant under Section-2.1 and (2) have made elective deferrals under Section 3.1. 3.3 ROLLOVERS AND TRANSFERS FROM OTllER PLANS. With the approval of the Administrator, there may be paid to the Plan mounts which have been held under other plans under Section 457(b) of the Codei other plans under Section 403(b) of the Code, and other plans qualified under Section 401 of the Code either (a) maintained by the Employer which have been discontinued or terminated with respect to any Eligible Individual, or (b) maintained by another employer with respect to which any Eligible Individual has ceased to participate. Any such transfer or rollover may also be made by means of an Individual Retirement Account qualified under Section 408 of the Code, where the' Individual Retirement Account was Used as a conduit from the former plan. Any amounts so transferred on behalf of any Eligible Individual shall be nonforfeitable and shall be maintained under a separate Plan account, to be paid in addition to amounts otherwise payable under this Plan. The amount of any such account shall be equal to the fair market value of such account as adjusted for income, expenses, gains, losses, and withdrawals attributable thereto. 3.,{ TI/VICING OF CONTRIBUTIONS. Employer contributions shall be made to the Plan atleast annually as of the last day of the Plan Year for which the contributions are made. Eleetivo deferrals under Section 3.1 shall be paid to the Plan as soon as administratively possible. 4108 6 ARTICLE FOUR~--ACCOUNTING RULES 4.1 INVESTMENT OF ACCOUNTS AND ACCOUNTING RULES. (a) Investment Funds. The investment of Participants' Accounts shall be made in a manner consistent with the provisions of the Plan. The Administrator, in its discretion, may allow the Plan to provide for separate funds for the directed investment of each Participant's Account. (b) Participant Direction q£Investment,. If the Administrator chooses to provide more than one investment.fund, then each Pan'i'cipant may direct, in writing, how his Account is to be invested among available investment funds in the percentage multiples established by the Administrator. A-Participant raay change his investment direction after advance notice in writing to the Administrator, in accordance with uniform rules established by the Administrator. An investment direction may apply to the investment of future contributions and/or amounts previously accumulated in the Account. In the event a Participant makes no investment election, his AccoUnt shall be invested in the investment fund. selected by the Administrator for all such similarly situated Accounts. If the Plan's recordkeeper or investment manager is changed, the Administrator may suspend the Participant's investment direction of his Account. If Participant direction of investments is suspended, the Administrator shall invest the Participants' Accounts in an interest-beating aec0unt(s) until such change has been completed. (c) Allocation of Investment Experience. As of each Valuation Date, the investment fund(s) of the Plan shall be valued at fair market value, and the income, loss,, appreciation and depreciation (realized and unrealized), and any paid expenses of the Plan attributable to such fund shall be apportioned among Participants' Accounts within the fund based upon the value of each Account within the fund as of the preceding Valuation Date. The Administrator may elect, in its discretion, to cause each Account to be adjusted for interim investment experience related to any distribution from and/or payments to the Account since the last Valuation Date either on the basis of the average Account balance for the valuation period, or by some other reasonable and consistently-applied method. Adjustment of Accounts for investment experience shall be deemed to be made as of the Valuation Date to which the adjustment relates, even if actually made on a later date. (d) Allocation of Elective Deferrals and Employer Contributions. Elective deferrals shall be allocated to the Account of each Participant monthly as of the last day of the month for which the contributions are made. Employer contributions shall be allocated to the Account of each Participant rto later than as of the last day of the Plan Year for which the contributions are made. (e) Manner and Time qf iDebiting Distributions. For any Participant who receives distribution(s) from his Account, distribution(s) shall be made in accordance with the provisions dealing with the timing o-f commencement of benefit payments in Section 6.2. The distribution(s) shall be equal to the fair market value of the Participant's vested Account as of the Valuation Date preceding the distribution. 4109 7 ARTICLE FIVE--VESTING 5. ! VESTING. A Participant shall at all times have a nonforfeitable (vested) right to his Account derived from elective deferrals, rollovers and transfers from other plans, adjusted for investment experience. Except as otherwise provided with respect to Normal Retirement, disability, or death, a Participant shall have a nonforfeitable (vested) right to a percentage of his Account derived from Employer matching contributions as follows: Years of Service Vested Percentagfl, Less than 1 year 1 year but less than 2 2 years but less than 3 3 years but less than 4 4 years but less than 5 5 years and thereafter O% 20% 40% 6O% 80% 100% 5.2 FORFEITURE OF NONVESTED BALANCE. The nonvested Portion ora Participant's Account shall be forfeited as of the last day of the Plan Year in which the Participant receives a complete distr/bution of his vested Account.. The amount forfeited shall be used to offset Employer contributions as set forth in Section 3.2. ' 5.3 NORMAL RETIREMENT. A Participant who is in the employment of the Employer at his Normal Ketirement Date shall have a nonforfeitable interest in 100% of his Account, if not otherwise 100% vested under the appropriate vesting schedule. ;5.4 PERMANENT AND TOTAL DISABILITY. If a Participant incurs a permanent and total disability while in the employ of the Employer, the Participant shall have a nonforfeitable interest in 100% of his Account, if not otherwise 100% vested under the appropriate vesting Schedule. Payment of his Account balance Will be made at the time and in a manner.specified in -Article Six, following receipt by the Plan Administrator of the Participant's written distribution request'. '"Pe ' rmanent and total disability" shall mean suffering from a phYsical or mental condition that, in the opinion of the AdminiStrator and based upon appropriate medical advice and examination, can be expected to result in death or can be expected to last for a continuous period of no less than 12 months. The condition must have existed for a period of at least three months and, in accordance with uniform and consistent rules, must be determJned by the Administrator to prevent a participant from engaging in substantial gainful activity. Receipt ofa'Social Security disability award shall be deemed proof of.disability. 4110 8 ARTICLE SIX--MANNER AND TIME OF DISTRIBUTING BENEFITS 6.t MANNER OF PAYMENT. The Participant's vested Account shall be distributed to the Participant (or to the Participant's Beneficiary in the event of the Participant's death) by either of the following methods, as elected by the Participant or, when applicable, the Participant's Beneficiary: (a) in a single lump-sum payment; or Co) in approximately equal installments (at least annually). A Participant's or Beneficiary's election of a payment oPtion must be made at least thirty (30) days before the payment of benefits is to commence. Ifa Participant or Beneficiary fails to make a timely election of a payment option, benefits shall be paid in annual installments under Subsection 6.1(b) above for a period of five (5) years. 6.2 TIME OF COMMENCEMENT OF BENEFIT PAYMENTS. (a) Normal Retirement. Participants whose employment has terminated shall have distribution of tlaeix Account commence approximated sixty (60) days following their Normal Retirement Date, unless the Participant irrevocably elects in writing to defer receipt of his Account, provided that the written election to defer payment is received by the Administrator at least thirty (30) days prior to the date the payment of benefits is to commence. (b) Disability Retirement. A Participant whose employment has terminated.due to total and permanent disability shall have distribution of his Account commence approximately sixty (60) days following his date of termination, unless the Participant irrevocably elects in writing to defer receipt of his Account, provided that the written election to defer payments is received by the Administrator at least thirty (30) days prior to the date the payment of benefits is to commence. (c) Pre-retirement Termination qfErnployment. If a Participant terminates employment for any reason other than Normal Retirement, disability or death, distribution of his vested Account balance shall commence upon the later of: (1) The 60th day following the Participant's termination of employment; or (2) The 60th day after the date specified in the Participant's irrevocable written election to defer payment, Provided that such written election is received by the Administrator at least thirty (30) days prior to the date specified in Subsection (1) above. 4111 (d) Latest Commencement Date. A Participant who terminates employment after his Normal Retirement Date may elect to defer receipt of his retirement benefits; provided, however, that in no event shall the distributioii commence later than the April 1st following the later of: (I) the calendar year in which the Participant attains age 70½; or (2) the calendar year in which the Participant retires. The provisions of this Section 6.2(d) (reIating to required distributions) are intended to comply with Section 401(a)(9) of the Code and the regulations thereunder, and shall be so interpreted. (e) Pqvment Deferral Election. If a Participant has elected, in accordance with the Plan, to defer the commencement of distributions beyond the first permissible payout date, then the Participant may make an additional election to further defer the commencement of distributions, provided that the election is filed before distributions actually begin and the later commencement date meets the reqUired distribution commencement date provisions of Sections 401(a)(9) and 457(d)(2) of the Code. A Participant may not make more than one such additional deferral election after the first permissible payout date. For purposes of the preceding paragraph, the "first permissible payout date' is the earliest date on which the Plan permits payments to begin after separation from service, disregarding Payments to a Participant who has an unforeseeable emergency or attains age 70½. 6,3 FLIRNISI-IING INFORMATION; Prior to the payment of any benefit under the Plan, each Participant or 'Beneficiary may be required to complete such administrative forms and furnish such proof as is deemed necessary or appropriate by the Employer and/or Administrator. _6.4 MINIMUM DISTRIBUTION RULES FOR INSTALLMENT PAYMENTS. If a distribution is made in installments the following rules shall apply: ~ (a) P~_ments to Participant and Benet?ciarv. Payments shall commence no later than a date provided for in Section 6.2. The mount to be distributed each Year shall be at least equal to the vested balance in the Participant's Account as of the last Valuation Date in the prior calendar year multiplied by the following fraction: the numerator shall be one and the denominator shall be the life expectancy of the Participant or the joint life expectancy of the Participant and the Participant's Beneficiary computed as of the aforementioned Valuation Date and reduced by one for each succeeding year. Payments shall be restricted under this option to insure compliance with the minimum distribution incidental death benefit and other minimum distribution requirements of Section 40I(a)(9) of the Code and the regulations promulgated thereunderl Accordingly, in the case of a non-spouse Beneficiary, the lesser of the "applicable divisor'" from the approphate Table appearing in Proposed Regulation 1.401(a)(9) . 2 Q. & A. 4 as modified by superseding regulation, and the joint life expectancy of the Participant and his Beneficiary shall be used in the denominator. All life expectancies will be determined by use of the expected remm multiples in Tables V and VI of Section 1.72.9 of the Income Tax Regulations. 4112 10 (b) Beneficiaries for purposes of this Section shall be determined in accordance with regulations issued pursuant to Code Section 401 (a)(9). 6.5 DEATH BENEFIT. (a) Death While an Em_vloyee. In the event of the death of a Participant while in the employ of the. Employer, vesting in the Participant's Account shall be I00% if not otherwise 100% vested under Section 5.1. The Participant's Account shall constitute the Participant's death benefit to be distributed under this Article to the Participant's Beneficiary.' (b) Death A. fter Termination qfEmployment, In the event of the death of a former Participant after termination of employment but prior to the complete distribution of his vested Account balance, the undistributed balance of the Participant's vested Account shall be paid to the Participant's Beneficiary. 6.6 DESIGNATION OF BENEFICIARY. Each Participant shall file with the Administrator a designation of Beneficiary to receive payment of death benefits payable hereunder if such Beneficiary should survive the Participant. Beneficiary designations may include .primary and contingegt Beneficiaries, and may be revoked or amended at any time in similar manner or form, and the most recent designation shall govern. In the absence of an effective designation of Beneficiary, or if the Beneficiary dies before complete distribution of the Participant's benefits, all amounts shall be paid to the Participant's estate. Notification to 'Participants of the death benefits under the Plan and the method of designating a Beneficiary shall be given at the time and in the manner provided by regulations and rulings under the Code. 6,7 TIME AND MODE OF DISTRIBUTING DEATH BENEFITS. Subject to the provisions of this Section 6.7, the Beneficiary shall be allowed to designate both the time and the mode of receiving benefits in accordance with Section 6.1 unless the Participant had designated a method or time in writing and indicated that either was not to be revocabl~ by the Beneficiary. The Beneficiary's election shall be in writing and delivered to the Administrator no .later than the last day of the calendar year following the calendar year in which the Participant died. tf such election is not made, payments shall commence at the "required time" specified in the next paragraph and shall be paid in a lump sum, subject to the special rules for surviving spouses. The "required time" for commencement of distribution of any death benefit hereunder shall be within the period ending on the last day of the calendar year following the calendar year in which the Participant died, or in the case of a surviving spouse, within a reasonable t/me after the Participant's death oh if the surviving spouse so elects, no later than the last day of the calendar year in which the Participant would have attained age 70~ If a surviving spouse dies before distributions begin, this paragraph shall be applied as if the surviving spouse Were the Participant. 4113 11 If the Participant's surviving spouse is the Beneficiary, the following distribution modes shall be available: (a) a lump sum; or (b) payments of installments (in a like manner to that in Section 6.4) over a period nOt to exceed the life expectancy of the Beneficiary calculated as of the "required time" in accordance with Table V of Section 1.72-9 of Income Tax Regulations, If the Participant's surviving spouse is not the Beneficiary, the following distribution modes shall be available: . (1) a lump sum payable at any time within five (5) years of the Participant's death; or (2) payments of installments at such time and in such mount as determined by the Beneficiary, provided that all amounts be paid from the Plan .within five (5) years of the Participant's death. If a Participant dies after payments have Commenced, any survivor's benefit must be paid no less rapidly than the method of payment in effect at the time of the Participant's death. 6.8 VOLUNTARY IN-SERVICE DISTRIBUTIONS. A Participant who is an active Eligible Individual shall receive a distribution of the total mount payable to the Participant under the Plan if the following requirements are met: (a) the total amount payable to the Participant under the-Plan does not exceed $5,000 (or the dollar limit under section 41 l(a)(11) of the Code, if greater); (b) the Participant has not previouslY received an in-service distribution of the total amount payable to the Participant under the Plan; (c) no amount has been deferred under the Plan with respect to the Participant during the two- year period ending on the date of the in-service distribution; and (d) the Participant elects to receive the distribution. 4114 12 ARTICLE SEVEN--ADMINISTRATION OF THE PLAN 7.1 PLAN ADMINISTRATION. The Employer shall be the Plan Administrator, hereinbefore and hereinafter called the Administrator, and named fiduciary of the Plan, unless the Employer, by action of its Board of Directors, shall designate a person or committee of persons to be the Administrator and named fiduciary. The administration of the Plan, as provided herein~ including a determination of the payment of benefits to Participants and their Beneficiaries, shall be the responsibility of the Administrator. In the event more than one party shall act as Administrator, all actions shall be made by majority decisions. In the administration of the Plan, the Administrator may (a) employ agents to casry out non_fiduciary responsibilities and (b) consult with counsel, who may be counsel to the EmPloyer. The expenses of administering the Plan and the compensation of all employees, agents, or counsel of the Administrator, including the accounting fees, the rec°rdkeeper's fees, and the fees of any benefit consulting, fn'm, shall be paid by the Plan, or shall be paid by the Employer if the Employer so elects. No compensation may be paid by the Plan to full-time employees of the Employer. The Administrator shall administer the Plan and adopt such rules and regulations as, in the opinion of the .Administrator, are necessary or advisable to implement and administer the Plan and to transact its business. 7.2 CLAIMS PROCEDURE. Pursuant to procedures established by the Administrator, adequate notice in writing shall be provided to any Participant or Beneficiary Whose claim for benefits under the l~lanhas been denied within ninety (90) days of receipt of such claim. Such notice shall set forth the specific reason for such denial, shall be written in a manner calculated to be understood by the claimant, and shall advise of the right to administrative review. If such review is requested by the claimant or his aathorized representative within ninety (90) days after receipt by the claimant of written notification of denial of his claim, the Administrator shall afford a reasonable opportunity for a full and fair review by the Adminis~ator of the decision denying the claim. The review shall focus on the additional facts, legal interpretations or material, if any, presented by the claimant. A hearing at its place of business may be scheduled by the Administrator, but a hearing is not required under the review procedure. 4115 13 ARTICLE EIGHT--LIMITATION ON ELECTIVE DEFERRALS AND EMPLOYER CONTRIBUTIONS 8. t LIMITATION ON ELECTIVE DEFERRALS AND EMPLOYER CONTRIBUTIONS. Except as provided in Section 8.2, and as set forth in Section'457(b) of the Code, the maximum amount of elective deferrals (under Section 3.1) and Employer contributions (under Section 3.2), in the aggregate, that can be credited to any Participant's Account for any Plan Year shall not exceed the lesser of: (a) $12,000.00, as adjusted under Sections 457(e)(15) and 415(d) of the Code; or (b) one hundred percent (I 00%) of the Participant's compensation that is includible in the Participant's gross income for~the Plan Year. .8.2 CATCH-UP LIMITATION. For each of the last three (3) Plan Years ending before the Participant's Normal Retirement Date, the maximum amount of elective deferrals (under Section 3.1) and Employer contributions (under section 3.2), in the aggregate, shall be the lesser of: (a) twice the. dollar amount set forth in Section 457(e)(15) of the Code for the Plan Year; or (b) the sum of(l) the limitation set forth in Section 8.1 for the Plan Year, and (2) the Iimitation set forth in Section 8.1 for each prior Plan Year less the mount of the Participant's elective deferrals and Employer contributions for such prior Plan Years. A prior Plan Year shalI be taken into account under the preceding Sentence only if (1) the Participant was eligible to participate in the Plan for'such year (or in any other eligible deferred compensatiOn plan established under Section 457 of the Code which is properly taken into account pursuant to regulations under Section 457), and (2) compensation (if any) deferred under the Plan (or such other plan) was subject to the limitation set forth in Section 8.1. Notwithstanding the foregoing provisions of this Section 8.2, Employees who axe eligible to make elective deferrals under this Plan'and who have attained age fifty (50) before the close of the year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Section 457(e)(15) of the Code. ~ ADJUSTMENT FOR EXCEEDING LIMITATION. If the sum of the Participant's elective deferrals (under Section 3.1) and the Employer contribution allocated to the Participant's Account for any Plan Year cause the limitation set forth in SeCtion 8.1 to be exceeded for any Participant, the Administrator Shall first return elective deferrals to the affected Participant. In the event that the limitation is stilI exceeded after the return of the Participant's total elective deferrals for the Plan Year, Employer contributions allocated to the Participant for the Plan Year shall be forfeited as necessary to satisfy the applicable limitation. The Administrator shall distribute or forfeit the appropriate excess mount, and any income allocable to such amount, not later than the March 15th following the close of the applicable Plan Year. If there is a loss allocable to such excess amount, the distribution or forfeiture shalI not be reduced by the amount of the loss. 4116 14 ARTICLE NINE--AMENDMENT AND TERMINATION 9.1 AMENDMENT. The Employer shall have the fight to amend, alter, or modify the Plan at any time, or l~om time to time, in whole or in part. Any such amendment shall become effective under its terms upon adoption by the Employer, unless otherwise set forth in the amendment. No amendment shall be made to the Plan which shall deprive any Participant of any nonforfeitable portion of his Accouat. 9.2 TERMINATION OF TIlE PLAN. The Employer reserves the right at any time and in its sole discretion to terminate the Plan. In the event the Plan is terminated, the rights of each Participant to his Account on the date of such termination, to the extent of the fair market value under the Plan, shall be fully vested. The Employer shall distribute the Plan assets in accordance with the Plan's distribution provisions to the Participants and their Beneficiaries, each Participant or Beneficiary receiving a portion of the Plan assets equal to the value of his Account as of the date of distribution. These distributions shall be made in such time and such manner as though the Plan had not terminated, or by any. other appropriate method. Upon distribution of the Plan assets, no Participant or Beneficiary shall have any further right or claim therein. 4117 15 ARTICLE TEN--UNFORESEEABLE EMERGENCIES l 0.1 UNFORESEEABLE EMERGENCIES. The Administrator may distribute to any Participant or his Beneficiary in any one Plan Year all or a portion of his Account attribUtable to elective deferral contribution amounts, valued as of the preceding Valuation Date, in the case of an unforeseeable emergency. For purposes of this Section I 0. l, an unforeseeable :emergency is defined' as severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent-(as defined in Section 152(a) of the Code) of the Participant, loss of the Participant's proPerty due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Distribution shall not be made to the extent that such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant's assets to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of salary deferrals under the Plan. Such distribution shall only be made to the extent reasonably needed to satisfY the emergency need. The AdministratOr shall require that requests for hardship distributions be made under procedures which ~ include the Participant's signed statement of the facts causing the unforeseeable emergency~ the amount of the financial need and any other information required to ascertain the facts. 4118 16 ARTICLE ELEVEN--MISCELLANEOUS PROVISIONS 11. ! EXCLUSIVE BENEFIT AND CUSTODIAL ACCOUNT. Notwithstanding any contrary provision of the Plan, in accordance with Section 457(g) of the Code, all amounts of compensation deferred pursuant to the Plan, ali Employer contributions, all property and rights purchased with such amounts, and all income attributable to such amounts, property, or rights shall be held in one or more custodial accounts for the exclusive benefit of Participants and Beneficiaries under the Plan,. and shall be deemed to be held in trust for the Participants and Beneficiaries. For purposes of this Section I 1.1, the custodian of any custodial account created pursuant to the Plan must be a bank, as described in Section 408(n) of the Code, or a person who meets the nonbank trustee requirements of paragraphs (2)- (6) of Section 1.408-2(e) of the Income Tax Regulations relating to the use of non-bank trustees. All amounts of compensation deferred under the Plan shall be transferred to a custodial account described in Section 401(f) of the Code within a period that is not longer than is reasonable for the proper administration of the accounts of Participants. To comply with this requirement, all amounts of compensation deferred under the Plan shall be transferred to a custodial account described in Section 401(f) of'the Code not later than fifteen (15) business days after the end of the month in which the compensation would otherwise have been paid to the Participant. 11.2 INCLUSION 'IN INCOME. It is the intention of the parties that the benefits payable hereUnder are not to be included in the gross income of the Participant until the taxable year in which the benefits are actually received or otherwise made available, whichever occurs earlier. In the event there is an amendment to the Code or the Department of Treasury issues regulations which would require the Participant to include the benefits payable hereunder in gross income before they are actually received or otherwise made available, the Employer, with the consent of the Participant~ shall revise and amend this Plan and/or adopt another method of retirement compensation for the Participant which is consistent with the deferral purposes contained in this Plan. 1,1.3 PLAN DOES NOT AFFECT EMPLOYMENT. Neither the creation of this Plan nor any · amendment thereto nor the creation of any fund nor the payment .of benefits hereunder shall be construed as giving any legal or equitable right to any employee or Participant against the Employer, its officers or employees, and all liabilities under this Plan shall be satisfied, if at all, only out of the Plan assets. Participation in the Plan shall not give any Participant any right to be retained in the employ of the Employer, and the Employer hereby expressly retains the right to hire and discharge any Employee at any time with or without cause, as if the Plan had not been adopted, and any such discharged Participant shall have only such rights or interests in the Plan assets as may be specified herein. .11.4 BENEFITS NOT ASSIGNABLE. The benefits under this Plan are not-subject in any manner to anticipation, alienation, sale, transfer, aSsignment, pledge, encumbrance,' attachment or garnishment by creditors of the Participant or the Participant's Beneficiary, or liable for the debts, contracts, liabilities, engagements or torts of the Participant or his Beneficiary. 4119 17 11.5 DISTRIBUTION TO LEGALLY INCAPACITATED PERSON. In the event any benefit is payable to a minor or to a person deemed to be incompetent or to a person otherwise under legal disability, . or whe is by .s0Ie reason of advanced age, illness, or other physical or mental incapacity incapable of handling the disposition of his property, the Administrator may apply all or any portion of such benefit directly to the care, comfort, maintenance, support, education or use of such person or to pay or distribute the whole or any part of such benefit to (a) the spouse of such person, Co) the parent of such person, (c) the guardian, committee, or Other legal representative, wherever appointed, of such person, (d) the person with whom such person shall reside, (e) any other person having the care and control of such person, or (f) such person. The receipt of/my such payment or distribution is a complete discharge of liability for Plan obligations. :11.6 coNSTRUCTION. Wherever appropriate, the use of the masculine gender shall be extended to include the feminine and/or neUter or vice versa; and the singular form of words shall be extended to include the plural; and the plural shall be restricted to mcan the singular. ! 1,7 GOVERNING DOCUMENTS. A Participant's rights shall be determined under the terms of the Plan as in effect at the Participant's date of separation from employment with the Employer. ! 1 .g. GOVERNING LAW. The provisions of this Plan shall be construed under the laws of the State of the sims of the Plan, except to .the extent such laws are preempted by Federal law. ~ HEADINGS. The Article headings and Section numbers are included solely for ease'of reference. I£there is any conflict between such headings or numbers and the text of the Plan, the text shall control. ~ COUNTERPARTS. This Plan may be executed in any number of coUnterparts, each of which sl~all be deemed an original; said counterparts shall constitute but one and the same instrument, which may be sufficiently evidenced by any one counterpart. 4120 18 IN WITNESS WHEREOF, the EmPloyer, by its duly authorized representative; has caused this Plan to be executed on the ~ day of September, 2003. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By:. 4121 19 457B.03 REQUIRED MINIMUM DISTRIBUTION AMENDMENT BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 457 PLAN ARTICLE ONE--GENERAL RULES 1.1 EFFECTIVE DATE. The provisions of this Amendment wilt apply for purposes of determining required minimum distributions for calendar years beginning with the 2002 calendar year under the Boynton Beach Community Redevelopment Agency 457 Plan (the "Plan"). 1.2 COORDINATION WITH MINIMUM DISTRIBUTION REQUIREMENTS PREVIOUSLY IN EFFECT. Required minimum distributions for 2002 will be determined as follows. If the total amount of 2002 required minimum distributions under the Plan made to the distributee for calendar 2002 (a) equals or exceedS the required minimum distributions determined under this Amendment, then no additional distributions will be required to be made for 2002 on or after such date to the distributee; or Co) is less than the amOunt determined under this Amendment, then required minimum distributions for 2002 on and after such date will be determined so that the total amount of required minimum distributions determined under this Amendment. for 2002 made to the distributee will be the amount 1.~3 PRECEDENCE. The requirements of. this Amendment will take precedence'over any inconsistent provisions of the Plan. 1.._~4 REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED. Ail distributions required Under this Amendment will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Internal Revenue Code. ARTIC'LE TWO--TIME AND MANNER OF DISTRIBUTION '2.__11 REQUIRED BEGINNING DATE. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's required beginning date. 2.~2 DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN. If the Participant dies before distributions begin, the Participant's entire interest will'be distributed, or begin to be distributed, no later than as follows: (a) If the Participant's surviving spouse is the Participant's sole designated beneficiary, then, subject to Section 2.2(e) below, distributions to the sUrViving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the ParticiPant would have attained age 70-1/2, if later. 4122 .. (b) If the Participant's surviving spouse is not the Participant's sole designated beneficiary, then, subject to Section 2.2(e) below, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (c) If there is no designated beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fiffia anniversary of the Participant's death. (d) If the Participant's surviving spouse is the Participant's sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 2.2, other than Section 2.2(a), will apply as if the sUrViving spouse were the Participant. (e) Participants or beneficiaries may elect on an individual basis whether the 5-year role or the life expectancy rule in this Section 2.2 applies to distributions after the death of a Participant who has a designated beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to be made under this Section 2.2, or by September 30 of the calendar year which contains the fifth anniversa~ of the Participant's (or, if applicable, surviving spouse's) death. If neither the Participant nor beneficiary makes an election under this paragraph, distributions will be made in accordance with this Section 2.2. For purposes of this Section 2.2 and Article Four, unless Section 2.2(d) applies, distributions are considered to begin on the Participant's required beginning date. If Section 2.2(co. applies, distributions are considered to begin on the date distributions are required to begin to the Surviving spouse under Section 2.2(a). If distributions under an annuity purchased from au insurance company irrevecably commence to the Participant before the Participant's required beginning date (or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under Section 2.2(a)), the date distributions are considered to begin is the date distributions actually commence. 2.3 FORMS OF DISTRIBUTION. Unless the Participant's interest is distributed in the f0rm'°fan annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will .be made in accordance M_'th Articles Three or Four of this Amendment. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401 (a)(9) of the Code and the Treasury regulations. ARTICLE THREE--REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME 3.1 AMOUNT OF REQUIRED MINIMUM DISTRIBUTION FOR EACH DISTRI-ItUTION CALENDAR YEAR. During the participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: (1) the quotient obtained by dividing .the Pardi. 'cipant's account balance by.the distribution period in the Uniform Lifetime Table set forth m Sectmn 1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as of the Participant's birthday in the distribution calendar year; or (2) if the Participant's sole designated beneficiary for the distribution calendar year is the participant's Sl2.ouse, the quotient obtained by dividing the ~i23 2 Parti'cipant's account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401 (a)(9)-9 of the Treasury regulations, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the distribution calendar year. 3.2 LIFE~ REQUIRED MINflVIUM DISTRIBUTIONS CONTINUE THROUGH YEAR OF PARTICIPANT'S DEATH. Required minimum distributions will be determined under this Article Three beginnin~ with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant's date of death. ARTICLE FOUR--REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH 4.1 DEATH ON OR AFTER DATE DISTRIBUTIONS BEGIN. (a). Participant Survived by Designated/Seneficiar~,. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution' calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the longer of thc remainin life c ectan of the Participant or the remalnino life ex--ec* ...... ~ .~_ ...... , . . g xp cy ~ ~, -~,.~, m mc raruc~pants aes~gnated beneficiary, determined as follows: (1) the Participant's remaining life expectancy is calculated using the age of the Participant in the year of death, reduced .by one for each subsequent year; surviving SPouse is the artimpant s sole designated beneficiary, the remaining life expectancy of the p -.. , . . (2) if the Participant's surviving spouse is calculated for each distribution calendar year al[er the year ofthe Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years al[er the year of the surviving spouse's death, the remaining life expectancy of the sUrViving sPeuse is calculated using the age of the surviving spouse as of the ouse's b calendar year of the spouse's death, reduced b, one for eac- sp irthday in the ., h subsequent calendar Year; and (3) if the Paxticipant's surviving spouse is not the Participant's sole designated beneficiary, the designated beneficiary's remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year. (b) No Desi~atedBeneficia~.' If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of th Participant's death the mini,-,,, ........· .~. .... ,, ,_ ........ t.e .y. ear._aft~r the year of the , m,-~ mavml[ Ul~[ wm De alSll'lDuteo IOr each mstribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant'S account balance by the Participant's rema/ning life expectancy calculated using the age efthe Participant'in the year of death, reduced by one for each subsequent year. 4.~2 DEATH BEFORE DATE DISTRIBUTIONS BEGIN. (a) -Participant Survived b), Designated Beneficia.~ If the Partici ant dies before date distributions begin and there is - -~-~: .... ~, ,~ . . ~. . '. P ' the ~ u;~uteu oenencmry, me nunnnurn amount that will be distributed for each distribution calendar year after'the year of the PartiCipant,s death is the qUotient obtained by dividing the Participant's account balance by the remaining life expectancy of the Participant's designated beneficiary, determined as provided in Section 4.1. 4124 3 Co) No DesignatedBene. ficia~.. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the · Participant's death, then, subject to the last paragraph of this Section 4.2, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole designated beneficiary, and the surviving spouse dies before distributions are reqttired to beginto the surviving spouse under Section 2.2(a), this Section 4.2 will apply as if the surviving spouse were the Participant. Participants or beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in this Section 4.2 applies to distributions after the death ora Participant who has a designated beneficiary. The election-must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to be made under Section 2.2, or by September 30 of the calendar year which contains the fifth anniversary of the Participant's (or, if applicable, surviving spouse's) death. If neither the Participant nor beneficiary makes an election under this paragraph, distributions will be made in accordance with this Section 4.2. ARTICLE FIVE--DEFINITIONS 5.1 DESIGNATED BENEFICIARY. The individual who is designated as the beneficiary under the Plan and is the designated beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations: 5.2 DISTRIBUTION CALENDAR YEAR. A calendar year for which a minimum distribution is required. For distributions beginning' before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the Participant's death, the first distribution calendar year is the .calendar year in which distributions are required to begin under Section 2.2. The required minimum distributi°n for the Participant's first distribution calendar.year will be made on or before the Participant's required' beginning date. The required roi.hiram distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's reqUired beginning date occurs, will be made on or before December 31 of that distribution calendar year. 5.3 LIFE EXPECTANCY. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations. 5.4 PARTICIPANT'S ACCOUNT BALANCE. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts roiled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. 4125 4 -- ' 5.5"REQUIRED BEGINNING DATE. The date specified in the Plan when distribUtions under Section 401(a)(9) of the Internal Revenue Code are required to begin. IN WITNESS WHEREOF, the Employer, by its duly authorized representative, has caused this Amendment to be executed this day of September, 2003. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: P, MI)¥OL~OC 4126 -MEMO TO: CRA Board FROM: Susan Vielhauer SUBJECT: DATE: Approval of Plan Administrator for 457 Deferred Compensation Plan October 6, 2003 As directed by the CRA Board, Staff has secured Lord Abbott as the provider of our 457 Deferred Compensation Plan. In order to establish the Boynton Beach Community Redevelopment Agency 457 Plan, the CRA Board must appoint a Plan Administrator. The 457 documents were forwarded to Lindsey Payne (Legal) and Linda Dufresne (CRA CPA) for review and comment. On page 13, ARTICLE SEVEN - ADMINSTRATiON OF THE PLAN 7.1 PLAN ADMINSTRATION. The Employer shall be the Plan administrator, hereinbefore and hereinafter ~called the Administrator, and number fiduciary of the Plan, unless the Employer, by action of its BOard of Directors, shall designate .a person or committee of persons to be the Administrator and named fiduciary. The administration of the Plan, as provided herein, including a determination of the payment of benefits to Participants and their Beneficiaries, shall be the'responsibility of the Administrator. In the event more than one party shall act as Administrator, all actions shall be made by majority decisions. In the administration of the Plan, the Administrator may (a)' employ agents to carry out no fiduciary responsibilities and (b) consult with counsel, who may be counsel to the Employer. 4127 The expenses of administering the Plan and the compensation of all employees, agents, or counsel of the Administrator, including the accounting fees, the record keeper's fees and the fees of any benefit consulting firm, shall be paid by the Plan, or shall be paid by the Employer if the Employer so elects. No compensation may be paid by the Plan to full-time employees of the Employer. The administrator shall administer the Plan and adopt such rules and regulations as, in the opinion of the Administrator, are necessary or advisable to implement and administer the plan and to transact its business. 7.2 CLAIMS PROCEDURE. Pursuant to procedures established by the Administrator, adequate notice in writing shall be provided to any Participant or Beneficiary whose claim for benefits under the Plan has been denied within ninety (90) days of receipt of such claim. Such notice shall set forth the specific reason for such denial, shall be written in a manner calculated by be understood by the claimant, and shall advise of .the right to administrative review. If such review is requested by the claimant or his authorized representative within ninety (90) days after receipt by the claimant of written notification of denial of his claim~ the Administrator shall afford a reasonable opportunity for a full and fair review by the Administrator of the decision denying the claim. The review shall focus on the additional facts, legal interpretations or material, if any, presented by the claimant. A hearing at its place of business may be scheduled by the Administrator, but a hearing is not required under the review procedure. The following is the description of the Plan Administrator's funCtion taken out of the E~oynton Beach Community Redevelopment 457 plan. Staff is recommending that the Controller carry out the functions of the Plan Administrator. The Plan Administrator will work with the Angell Group (Third Party Administrator to assist Lord Abbott with 4128 -'legislative compliance and annual administration for plans for tax purposes and compliance testing of the CRA for enrollment of new employees, deposit monitoring etc.), Lord Abbott (Retirement Company previously selected by the CRA Board), CRA Employees and CRA Board to provide a comprehensive 457 Plan. 4129 MEMO TO: CRA Board FROM: Susan Vielhauer . SUBJECT: CSC Committee Recommendation for the RFQ for Financial Advisory Services DATE: November 6, 2003 The CSC Committee met at the CRA office on November 6, 2003 to review the RFQ's submitted for Financial Advisory Services. The CSC Committee is recommending William Hough & Co to provide Financial Advisory Services for the CRA. Attached is the scoring sheet for the committee. Staff is seeking Board direction to move fonNard with scope development and contract negotiations. 4130 4131 PROPOSAL TO SERVE AS FINANCIAL ADVISOR TO THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY OCTOBER 1~ 2003 4133 B oynton B each Community Redevelopment Agency RFQ for .Financial Advisor Services CRA RFQ No. 2003-4 Financial Advisor Services William R. Hough & Co. 100 - 2nd Avenue South, Suite 800 St. Petersburg, FL 33701 (800) 800-0061 www.hough, com Mrs. Julie A. Turner First Vice President (727) 895-8871 Fax: (727) 895-8895 Emaii: jturner @hough. corn October 1, 2003 4134 2 PROPOSAL TO SERVE AS FINANCIAL ADVISOR TO THE CITY OF BOYNTON BEACH COMMUNYrY REDEVELOPMENT AGENCY TABLE OF CONTENTS Section Description Page. 1. Transmittal Letter 4 2. General Requirements A. Overview of Qualifications 6 B. Scope of Services 8 Independence License to Practice in Florida Firm Qualifications and Experience A. Size and Location of the Firm B. Circumstances and Status of any Litigations C. Professional Activities Litigations Additional Information A. Professional Team B. Commitment to CRA C. Technical Capabilities D. Rating Experience E. Tax Increment Experience F. References' Financial Information 13 14 15 17 18 19 22 23 24 27 30 31 Appendix A Required Attachments 4135 Int, es~rnenrs Since 1962 100 SECOND AVENUE SOUTH, SUITE 800 ST. PETERSBURG, FLORIDA 33701-4386 (727) 895-8880 (800) 800-0061 FAX: (727) 895-8895 October 1, 2003 Ms. Susan Vielhauer Boynton Beach Community Redevelopment Agency 639 East Ocean Avenue, Suite 107 Boynton Beach, FL 33435 '5 Dear Ms. Vielhauer: Wilham R. Hough & Co. is pleased to submit our qualifications to serve as financial advisor to the Boynton Beach Community Redevelopment Agency. With over 4i years of experience in structuring innovative financing programs throughout Florida, our firm provides the highest level of experience and capabilities in tax-exempt finance and tax increment financings for CRAs. Florida's Leading Financial Advisor: William R. Hough & Co. is a leading Florida financial advisor and the number one senior ma,aging underwriter of municipal debt in Florida based on the number of transactions for the period 1998 - 2002. William R. Hough .& Co. has achieved expertise in all aspects of governmental financing, including capital improvement and financial planning, debt and investment policy development, bank loans, pooled financing programs, the issuance of bonds and investments. Since 1998, our fknn has served as financial advisor on 332 transactions totaling over $10.8 billion. Our firm currently serves as financial advisor to the State of Florida, state agencies, counties, cities and school districts in several states. In 2002, our firm served as financial advisor to approximately 50 governmental entities in Florida, and completed 41 financings: Tax Increment Expertize: Since 1993, William R. Hough & Co. has been involved in 15 financings totaling nearly $219 million where tax increment revenues were either the primary or secondary revenue pledge. William'R. Hough & Co. served as financial advisor to the CityPlace Community Development District (West Palm Beach) on its $55,155,000 Capital Improvement Revenue Bonds, Series 1998. We have served as financial advisor or underwriter to the City of Orlando on numerous tax increment financings since 1991. We recently served as co-manager on a $45,620,000 Tax Increment refunding for the City of Orlando CRA (Universal Boulevard) which originally financed an 1-4 interchange project. In the City of Fort Myers, we successfully secured an insurance commitment and sold bonds as "AA.A"-rated securities with the primary revenue pledge as tax increment revenues backed by a covenant to budget and appropriate to replace any withdrawals on the reserve account. The fm-n's extensive experience with all types of tax increment financings will enable it to structure the most cost-efficient program for the CRA's tax increment financing needs. Our fm'n is currently serving as financial advisor for tax increment financings for the cities of Hollywood, Miami Beach, Homestead and Fort Myers. Commitment to Boynton Beach and Palm Beach County Issuers: William R. Hough & Co. is proud of our demonstrated commitment to Boynton Beach and Palm Beach County issuers. Our firm has served as underwriter on 15 financings for Boynton Beach totaling in excess of $155 4136 4 million. Our experience with the City dates back to 1969. We have extensive experience with Palm Beach County issuers, working on 43 financings totaling $1.7 billion since 1971. Our employees in our Palm Beach Gardens and Boca Raton offices are active in Palm Beach County charitable and social organizations. Experienced Professional Team: The team of professionals from William R. Hough & Co. assigned to the. CRA provide an exceptional level of experience and expertise in Florida tax- exempt finance. Julie Turner, First Vice President located in our St. Petersburg office, will serve as Project Manager. Mrs. Turner has 10 years of tax-exempt financing experience with Hough and has worked on CRA financings for Orlando, Fort Myers and the Westgate/Belvedere CRA (Palm Beach County). Thomas Greene, Assistant Vice President, will provide project support. Dorothy Watkins, First Vice President and senior analyst with 20 years of analytical experience,' will provide technical analysis; Ms. Watkins has recently provided analytical expertise on CRA financings for Hollywood, Fort Myers and Miami Beach. ScOtt Johnston, the firm's senior underwriter, will provide pricing 'and marketing advice for the CRA's proposed financings. Oui- team approach will ensure the CRA that an experienced banker will be available to attend al/ meetings, presentations and workshops related to CRA activities. Commitment to Florida Public Finance: William R. Hough & Co. has demonstrated a commitment to Florida public finance that is rare in the industr toda . the celebration Of our 40~h anniversar,, ~,- ~, .... : ...... Y y. The year 2002 marked ......... ., ,,, ,-,,m~mg monaa governmental p/'ojects. Our firm currenny nas l/orrmes nationwide with over 200 employees. William R. Hough & Co. Offers the CRA the largest public finance department in the State of Florida, with over 20 bankers .dedicated to Florida public finance. Our intimate knowledge of the structuring and credit issues of Florida tax increment f'mancings will result in the. most cost-effective financing for the CRA. No other national or regional firm has made such an extensive commitment of resoumes to Florida issuers. Thank you for the opportunity to submit our qualifications to serve as financial advisor to the Boynton Beach Community Redevelopment Agency. William R. Hough & Co. has an in-depth understanding of the work to be done and is committed 'to perform financial advisory services in a timely manner. This RFQ is a firm and irrevocable offer for 90 days. Should you have any questions or need any clarifications, please contact me at (727) 895-8871. Sincerely, WILLIAM R. HOUGH & CO. ~ ,-,-.-'_ '__.._: ... ,.,..~_. ,;.,,_ ,:...,._,.:. ... J.fiiie A. Turner First Vice President 4137 OVERVIEW OF QUALIFICATIONS com~stence ~nd c~p~c~ ~ tbe ~O~O~E~ ~ee~ing to undert~e ~be ~n~nc~ ~u~or~ William R. Hough & Co. is a leading Florida financial advisor and the number one senior managing underwriter of municipal debt in Florida based on the number of transactions from 1998 - 2002. William R. Hough & Co. has achieved expertise in all aspects of governmental financing, including short-term notes, refunding debt, variable rate debt, commercial paper programs and guaranteed investment contracts. Since 1998, our finn has served as financial advisor on 332 transactions totaling over $10.8 billion. Our firm currently serves as financial advisor to the State of Florida, state agencies, counties, cities and school districts in several states. In 2002, our firm served as financial advisor to approximately 50 governmental entities in Florida and completed 41 financings. William R. Hough & Co. provides full-service and pro-active financial advisory services. Tn this role,, the financing team advises our clients on a variety of financial matters, including capital improvement and financial planning, debt policy development, investments and the issuance of tax-exempt bonds.. For over '40 years, William R. Hough & Co. has smactured, priced and sold municipal bonds for public and non-profit issuers and enhanced' the marketplace for those issuers' financings. Wi/l/am R. Hough & Co.'s current Florida financial advisory clients include.the following: State of Florida Division of Bond Finance · State of Florida DOT, Broward Division · Cocoa · Dunedin · Fort Myers · Hollywood · Homestead · Islamorada · Lakeland · Miami Beach Pensacola · Plant City · St. Cloud · St. Petersburg · Pinellas Park · North Port · Clearwater · City of Palmetto CRA · Collier County · Hemando County · Lake County · Leon County Martin County · Orange County · Pinellas County · Polk County · St. Lucie County · Brevard County School Board Charlotte County School Board · Florida Atlantic University · Osceola County School Board · Ten independent school districts in Texas Whether serving as financial advisor or underwriter, we work with numerous cities on their CRA financing needs. We have recently or are currently working on CRA financings for Hollywood, Miami Beach, Homestead, Orlando andFort Myers. 6 4138 The team of professionals committed to the City of'Boynton Beach provides an exceptional level of experience and expertise in the structuring and implementation of innovative financing programs. All of these professionals are located in St. Petersburg and have an in-depth understanding of the structuring of Florida bonds. Sulie A. Tuner, First Vice President, will serve as Project Manager, and will be assisted by Thomas A. Greene in providing the daily financial advisory services to the CRA. Dorothy Watkim, First Vice President and a senior analyst, will provide quantitative analysis. The Firm' s underwriter, Scott Johnston, is Florida's most senior underwriter and will advise on the pricing and marketing of the CRA'.s bonds. These professionals have a combined investment banking and underwriting experience of over 80 years. Detailed resumes for the professional team are included in section 5 of this Proposal. 4139 7 SCOPE OF SERVICES ~RO~O~ER ~ c~i~ie~ to ~ t~e re~uirement~ ~ the RF~ ~nd ~cope ~ ~ork. of ~e Scope of Se~ices ~at we w~ provide for ~e C~, ~s is by no me~s ~ ~clusive, but ra~er ~ ourse of o~ ~iti~ approach to provide ~e se~ices t~ic~y req~ed. Review and Evaluate the Financial Condition, Policies and Plans of the CRA: William R. Hough & Co. will review the CRA's overall financial condition, legal requirements, policies, capita/ plan and debt administration. Based on this review, we will make recommendations to help select the best financing alternatives to meet the identified areas of need. With the assistance of our underwriting desk, we will keep the CRA apprised of relevant market factors and expected trends in interest rates over the near, intermediate and long-term. We will review and prepare written presentations for the 'CRA's staff'of requirements of various financing techniques. the advantages/disadvantages and As Financial Advisor to the CRA, William R. Hough & Co. will perform a thorough analysis of all financing options available to the CRA, including: Pay-as-you-go · Bank Loans · Lease Programs · Fixed vs. Variable Rate Financing · Insured vs; Uninsured Bonds · Competitive vs. Negotiated Sale · Competitive Sale via Internet, Bloomberg or Conventional Method · Bond Pools such as: · · Sunshine State Pool · First Florida Governmental Financing Commission Pool · Florida League of Cities Pool · Florida Association of Counties Pool STRUCTURING OF TIlE FINANCING William R. Hough .& Co.'s expertise in and knowledge of the municipal market will ensure that the CRA's bonds (if any) are structured to command the lowest possible interest rates when issued and will trade fairly and competitively in the secondary market. Due to the volatile nature of tax increment revenues and the limited revenue .stream available to the CRA once coverage requirements are satisfied, it will likely be necessary to include an additional revenue pledge from the City to issue rated and/or insured bonds. As Financial Advisor, we will analyze numerous scenarios to recommend the optimal structure to suk the CRA's financing needs at the lowest 4140 8 4077 I tt ~ 4078 possible cost. Our profeSsionals will work with the'CRA to develop a maturity and call structure which suits the specific needs of each financing. The Firm will work closely with underwriter's counsel, bond counsel, and other members of the 'financing team to comprehensively review and make any recommendations on all restrictions and covenants in the financing documents. Our analysis will include the following financing options and alternative debt structures to develop a complete and innovative, strategic plan: Tax Exempt vs. Taxable Bonds: Certain redevelopment activities can cause restrictions in the use of tax-exempt bonds. Under Section 144(c) of the Federal Tax Code, a bond is considered a "qualified redevelopment bond" if 95% or more of the net proceeds are to be used for redevelopment purposes in a designated blighted area. Redevelopment purposes are considered to include the acquisition, clearing, rehabilitation of property by a governmental unit for later resale to a developer. Tax-exempt bonds can-also be issued by a tax-exempt entity as "governmental purpose" bonds provided that ownership of the facility is retained by a governmental entity and the transaction fails either the private use or private payment test required for private activity bonds. While both tax-exempt and taxable interest rates are near historical lows, the ability to access the tax-exempt markets always reduces interest costs to an issuer. As the CPA's financial advisor, William R. Hough & Co.'s public finance professionals will work with the CRA's staff and bond counsel to determine the optimal financing structure depending on the CPA's projects. SerialBonds: The use. of serial bonds lowers the overall interest cost foran issuer, as interest rates typically mn in successive ascending oider. Serial bonds attract not only retail investors, but certain institutional purchasers who buy in the 1 to 15 year range. A serial bond structure typically creates more competition for an issuer's bonds and broadens the marketability of the bonds: Due to the inherent interest - rate advantage associated with serial bonds, William R. Hough & Co., whether as underwriter or financial advisor, uses serial bonds on almost every municipal debt transactiOn.~ Bond Insurance: The benefit of bond insurance is determined by comparing the upfront cost of the insurance premium to the interest rate savings generated by insuring the bonds. Depending on the structure of the bond issue, bond insurance (if available) may or may not provide savings in interest costs beyond the upfront cost of the premium. Regardless, this analysis should' be performed on a case by case basis on the day of pricing to determine if insurance is beneficial. Given the extremely competitive premium quotes offered by the municipal bond insurers and the high demand for insured debt in today's market, approximately 75% of the issues William R. Hough & Co. is involved with are insured. Additional Bonds Test: A typical additional bonds test for a tax increment financing requires 1.25x coverage of maximum annual debt service by historical revenues or revenues from the most recent final assessment rolls. Rating agencies view provisions allowing adjustments to revenues based on construction in progress to severely weaken an additional bonds test. Debt Service Reserve Fund: Because tax increment bonds are so sensitive to economic and external conditions such as tax changes, the construction market and the real estate market, the presence of a debt service reserve fund is viewed very positively (if not required) by the rating agencies and insurance companies. Typically, a tax increment bond issue's reserve fund requirement is 100% of maximum annual debt service. Back up Pledges: Because of the volatile nature of tax increment revenues, William R. Hough& 4141 Co. often recommends that tax increment financings are issued with a back-up pledge by a City or County such as a covenant to budget and appropriate to replace withdrawals from the debt service reserve fund or a pledge of public service tax revenues. We have successfully utilized back-up pledges to issue "AA.A"-rated, insured debt and save hundreds of thousands Of dollars in interest costs. In the City of Fort Myers, our Firm was successful in securing an insurance commitment and selling bonds as "AAA" rated securities with the primary revenue pledge as tax increment revenues backed by a covenant to budget and appropriate of the City to replace any withdrawals on the reserve account. Prior to our involvement, The City of Fort Myers was attempting to issue tax increment bonds without any supplemental pledges. Despite the strong financial condition of the City, the rating agencies, letter of credit banks and insurers were not comfortable with the issue without some type of supplemental pledge. We obtained bond insurance by securing the issue with only tax increment revenues and a covenant to replace reserve fund moneys drawn upon out of non-ad valorem revenues. This was achievable due to the fact that the Tax Increment Revenues provided approximately 1.50x coverage at the time of the financing, and with conservative assumptions, the future debt service coverage was projected to be over 2.00x. Back-up pledges can also allow CRAs to issue insured bonds with debt service payments in excess of the current tax increment revenues. For example, the Boca Raton Community Redevelopment Agency issued bonds where tax increment revenues only provided .42x coverage of maximum annual debt service. This was possible due to a back-up pledge of 8.5% of the City's public service tax, which increased coverage to 2.28x. The City of B0Ynton Beach may wish to consider providing a back-up pledge to assist the CRA in obtaining the most cost-effective fmancing. The incorporation of a back-up pledge can significantly increase the amount of debt service that the CRA can support and can thus increase the amount of net · proceeds available for projects. Bank Qualified Status: The CRA may be able to issue bonds as Bank Qualified if it reasonably eXPects to issue no more than $10 million in tax-exempt bonds in a given year. Bank Qualified status allows banks and other financial institutions to purchase tax-exempt bonds, and can reduce interest rates by 5-20 basis points (.05 -.20%) over comparable insured bonds. As the CRA's financial advisor, William R. Hough & Co. would recommend that the CRA issue bank qualified bonds if possible to take advantage of the reduced interest rates that these buyers will accept. Incentives to Expand Redevelopment Area: Depending on the projects to be financed by the CRA, the expansion of the CRA may or may not provide benefit in the ability to issue tax-exempt bonds for redevelopment projects. Many cities create and expand redevelopment areas to encourage developers to relocate in 'the area by providing financing for affordable housing and improvements such as land-acquisition, demolition, site preparation, and construction which will later be sold to developers. The reward to a developer is tremendous, as debt service on the financing is not paid by the developer but is paid through tax increment revenues and does not require that the property owner be made personally liable for the 4142 10 debt. However, under Federal tax law, a redevelopment area that issues tax-exempt bonds for such purposes cannot be greater than 20% of the underlying governmental unit at the time the area is designated as a blighted area. The exPansion of a redevelopment area is politically sensitive because the City and other taxing authorities such a~ the county and school district are foregoing the additional tax revenues for the period of time ~that it requires to pay off the tax increment bonds or notes. Therefore, to be successful, a convincing expansion plan must be prepared and presented to the taxing authorities to demonstrate the short and long-term benefits of the tax increment district on the overall community. PREPARATION OF THE FINANCING William R. Hough & Co. will provide comprehensive assistance to the CRA's staff in developing each financing. This assistance will include the following: Develop a list of duties of all parties involved in the financing and develop a reasonable time schedule for the delivery of the bonds. · Assist in validation proceedings and testify as an expert witness on the financing program (ff required). · If a referendum is required, assist in gaining public suppOrt for the referendum through'the development, of public education brochures and communication media and coordinate with the Supervisor of Elections as to the details of the bond referendum. · Assist in the selection of relevant participants such as trustee bank, paying agent, verification agent (for refundings) and printer, 'by soliciting bids. · Prepare rating agency and bond insurance packages and provide recommendations regarding their selection based on price and conditions, ff any. · Advise the CRA and staff as to market Conditions and recommend timing of the sale of the debt. · Provide recommendations regarding maturity schedule, covenants, redemption provisions, reserve funds and their requirements, parity bond provisions, flow of funds, preparation, issuance expenses and costs, discount and interest rates. · Prepare with all parties relevant ordinances, resolutions and other legal documents governing the issuance of the bonds and make specific recommendations where appropriate. · Provide comprehensive assistance in the development of preliminary and final official statements. Interface with the Capital Market: William R. Hough & Co. will monitor market conditions and keep the CRA regularly apprised of financing trends in the bond market. William R. Hough & Co. will distribute offering documents to a wide list of potential purchasers, both institutional and retail, to develop interest and appreciation for the bonds. Our position as Florida's leading underwriter and market maker of Florida tax-exempt debt assures the CRA of accurate and "real time" information of the market for the CRA's bonds. Rating Agencies: As underwriter or financial advisor to some of the State's most frequent and prominent issuers of bonds, we have ongoing contact with representatives of the rating agencies. We have assisted numerous clients in achieving rating upgradesl Our experience as financial advisor on CRA financings for Hollywood, Miami Beach, Homestead, Orlando and Fort Myers 4143 11 provides us with an unparalleled understanding of the economic strengths and challenges of Florida CRAs. We will assist the CRA in implementing strategies, where appropriate, which contribute to strong ratings by the rating agencies. Investment Advisory Services: William R. Hough & Co. understands an issuer's concerns regarding the investment of surplus funds. The utmost caution must be exercised while achieving a competitive rate of return on ixivestrnents. Our experience in working with hundreds of Florida issuers will provide the CRA with the highest returns possible utilizing innovative investments which are considered appropriate by the CRA and Florida law for the investment of public funds. Monitor Refunding Opportunities: As the CRA's financial advisor, William R. Hough & Co. will constantly monitor the CRA's outstanding debt and analyze the opportunity to refinance for debt service savings. We will advise the CRA on the investment of-the escrow to maximize savings given the investments allowable under bond documents' and the CRA's investment policy. Continued Resource fOr the CRA's Financing Needs: William R. Hough & Co. will serve as a general resource in analyzing new financing oppommities. We will explore techniques such as, pooled financing programs, variable rate financings, interest rate swaps, commercial paper and taxable bonds if required. Of the numerous specific services listed above which William R. Hough & Co. will provide the CRA as financial advisor, many of these services relate to activities which we will perform without regard to a specific bond issue or long before a financing is marketed. William R. Hough & Co. is a full service financial advisor with continuous availability to the CRA. We will work with the CRA in a proactive manner on a day-to-day basis to assist in long range planning and analysis with regards to capital needs and other financing requirements. By determining the available revenues and financing requirements. of the CRA long .before any proposed transaction, William R. Hough & Co. will assist the CRA in developing individual financings to meet all of the CRA's goals and objectives, resulting in the most efficient and cost effective financing strategies possible. 4144 12 INDEPENDENCE ~y profession~ relafions~ps with ~y C~ st~ or C~ Bo~d Members, ~d peffor~ng as · e f~ci~ advisor for ~e City will not c0nsfimte a co.ct of interest. We do not ~ficipate ~at ~y such profession~ relationships will be entered ~to d~g ~e ~edod of ~s a~eement but ff so, wfi~en notice will be provided to ~e C~. 4145 13 LICENSE To PRACTICE IN FLORIDA key prof ~ssianal ytaff areproy er~v l~?ensed lopraeti~ e in ~7orida William R. Hough & Co. has been licensed to do business in the State of Florida since 1962. William R. Hough & Co.'s team of professionals assigned to the CRA are all licensed to practice in the State of Florida. 4146 14 FIRM QUALIFICATIONS AND EXPER NCE 5. A. Whe PROPOSER shalIytate the sf~e od~thedqrm, the location oj~the ad~jqcej~am which Celebra~g o~' 40~ ~vers~ s~ce o~ fo~g ~ 1962, W~m R. Hough & Co. has f~ced over $70 bi~on of improvements of ~ofida. Hough, more ~ ~y o~er ~ofida or nafion~ ff~ has tin,ced ~o~da's development ~to · e 4m l~gest state in ~e nation based on popffiafion. O~ expense ~ ~der~ting ~odda bonds is fo~d~ -on our ~wave~g content to m~icipfl bonds ~d o~ ~p~fllel~ ~derst~g of ~ofida bond ~ket. W'fl/iam R. Hough & Co., a Florida corporation, was formed in 1962' to provide complete financial advisory and underwriting services to municipal 'issuers in the State of Florida. In the Firm's 40 'years of business, it has become a recognized industry leader in municipal finance for its work in Florida and nationwide. Headquartered.in St. Petersburg, Florida, W'flliam R-. Hough & Co. is well positioned to meet the needs of its clients with over 236 employees in 17 offices throughout'the United States. Underwriting, trading and operations are centralized in St. -Petersburg, with public finance professionals, located throughout the 'United States and salespeople located throughout Florida. This structure enables William R. Hough & Co. to provide personalized service to issuers throughout Florida and ensures access to all potential investors of Florida municipal debt. The CRA will be served primarily from our St. Petersburg headquarters, where the investment bankers and analytical professionals assigned to' the CRA are located. Additionally, our underwriting desk, which will provide pricing and marketing advice for any CRA bonds, will serve the CRA from this location, Public Finance Department Largest in Florida: The Public Finance Department is the major focus within the firm. The Department is comprised of over 24 Florida-based bankers including three analytical professionals - the largest public f'mance operation in Florida. In addition, the firm has ten offices outside of Florida where public finance professionals support our national practice. Hough's bankers are experienced in the complementary disciplines of accounting, banking, finance, government and quantitative analysis. Our client relationships are long-term partnerships where we provide superior service in strategic financial planning before and after the financing is complete. Our primary goal is to structure and execute financial plans that deliver the required capital to our clients at the lowest cost while achieving their long-term objectives. Analytical Group - Highly Experienced in Florida: Hough's Analytical Group is one of the most experienced technical structuring staffs in the. State of Florida. Our three analytical 4147 15 professionals have a combined 45 years of municipal finance experience on over $60 billion of transactions. Their experience will provide the CRA with innovative, cost-effective strategies. Underwriting and ~rading: William R. Hough & Co. has earned the reputation as one of the most aggressive firms in the United States in the pricing and trading of Florida bonds. We carry the largest daily inventory of Florida municipal securities in the United States, averaging in excess of $70 million daily, making us the supplier of Florida bonds to Wall Street. Our fa-rn is remarketing agent for approximately 217 variable rate issues totaling over $6.9 billion. Our underwriting staff is an aggressive underwriter of competitively sold municipal bonds. In 2001, William R. Hough & Co. purchased $815 million of municipal bond issues at competitive sale as senior Manager. Hough has been. involved in every type of bond issue for virtually.every project need, participating in issues ranging in size from $50,000 in notes to over $1 billion in bonds. Our unmatched credibility and access to investors in Florida governmental debt enables us to secure the most cost-effective financing possible, regardless of the issue type or size. Retail and Institutional Sales: William R. Hough & Co. offers our clients a strong Florida retail base with over 7,000 active accounts. Our Palm Beach Gardens Sales office has been selling tax-exempt bonds to Palm Beach County residents for the past 25 years. Combined with our other Florida retail sales offices in Miami, Naples, St. Petersburg, and Orlando, we offer an aggressive retail sales force whose primary focus is on Florida mx-exempt bonds , not stocks or other products like annuities. W'flliam R. Hough & Co.'s Institutional Sales Department consists of experienced professional salespeople whose sole perspective is maintaining relationships with over 600 institutional investors. Institutional accounts include major national bond funds, insurance companies, mid, size mutual funds, smaller property and. casualty insurance companies and bank trust departments. Our nationwide recognition as a market leader, coupled with the largest inventory of previously issued Florida bonds, provides Hough with unequaled insight into the marketing of new bond offerings. Alternative Financing Expertise: As underwriter or financial advisor to many issuers nationally, Hough has advised clients and performed cost benefit analysis on the numerous forward and derivative products available in the marketplace. Our fu'rn provides recommendations as to the best alternative for our clients given their financial and political situation. The products that our firm has analyzed include forward refundings,, rate locks, inverse floaters, forward purchase agreements, tender option programs, Dutch Auction transactions and various interest rate swap and cap products. Hough served as financial advisor on a $180 million interest rate swaption for Hillsborough County, which enabled the County to realize over $20 million in net present value savings. We also structured a $300 million swap for the Florida Windstorm' Underwriting Association. We are currently working on a number of derivative transactions ranging in size from $4 million to $700 million. Commitment to Public Finance: Our fa-m has further supported the municipal industry through our strategic expansion beyond the Southeast. Many firms have either closed their tax-exempt investment b~k/ng and underwriting departments or gone out of business entirely. In addition to our offices located in Florida, William R. Hough & Co. has offices in Baltimore, Charleston, Dallas and Phoenix, and most recently opened offices in Austin and Baton Rouge. We are continuing to hire investment bankers with' the intent of expanding our Public Finance Department in targeted markets. This growth has been based on strong capitahzation, sound 4148 16 management, and our ability to find creative solutions for our client's financing and investment needs, 4149 17 AND STATUS OF ANY LITIGATIONS CIRCUMSTANCES PROPOSER s]mllprou/ide /in~ormat/ion on the cl~cumstances and st~us There has been ne- disciplinary action taken or pending against William R. Hough & Co. or its staff during the past three years with state regulatory bodies or professional organizations. 4150 18 PROI~'I~SSIONAL ACTIVITIES LITIGATIONS ~rhe PROPO~qER ~l~zlI ~o describe ~ny I~lg~t~on o~ p~oceed~g wke~eb~, du~ng There has been no Litigation or proceedings during the past two years where any court or administrative agency has ruled against William R. Hough & Co. and/or any staff member in any member related to its professional activities. The firm has two employment matters, one of which is in arbitration and a. pending' civil matter involving a disputed transfer of securities. William R. Hough & Co. held the account to which the securities were transferred. Additionally, we have two customer matters pending in arbitration. 4151 19 PROFESSIONAL TEAM ~. A. The PROPOSER shall ~arent~ the ~rinc~aI staff th~ wauM be ~signed to engagemenZ The PROPOSER shall provue ln~rm~lon on the pr~ys~a[ organize/any relevant to the pe~rmance ff th~ ~anciaI The CRA will be served by an experienced team representing some of Florida's most senior professionals. Julie A. Turner, First Vice President located in our St. Petersburg office, will serve as Project Manager. Ms. Turner has 10 years of experience with William R. Hough & Co. encompassing all aspects of governmental finance. Thomas A. Greene, Assistant Vice President in our St. Petersburg office, will provide project support. Dorothy Watkins, First Vice President with over 20 years with Hough, will provide technical analysis. Scott JohnSton, Senior Vice President and Florida's most senior underwriter, will provide pricing and marketing advice for the CRA's bonds. Mr. Johnston is active in the Florida tax-exempt market on a daily basis and is frequently consulted for pricing advice by other firms preparing to market Florida bonds. Our team approach will ensure that the CRA receives the best service and the most effective financing strategies possible. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Dorothy A. Wa&ins First Vice President St. Petersburg, Florida Technical Analysis I Julie Turner First Vice President St. Petersburg, Florida Project Manager Thomas A. Greene Assistant Vice President St. Petersburg, Florida Project Support I Scott G. Johnston Senior Vice President St. Petersburg, Florida Pricing/Marketing II St Petersburg, Fiorida Julie A. Turner First Vice President Julie Turner joined William R. Hough & Co. in 1993 and has been involved as financial advisor or underwriter for many 'cities, counties and other governmental entities throughout Florida. Ms. Turner has worked with Juno Beach, St. Petersburg,. Fort Myers, Cape Coral, Pinellas Park, Altamonte Springs, .Orlando, Orange County, Volusia-County, Lake County, Pinellas County, Polk 4152 20 County, Mount Dora and Tampa Bay Water as financial advisor or underwriter. Ms. Turner cUrrently serves as financial advisor to Juno Beach, Fort Myers, C-ape Coral, Pinellas Park, Polk County, Orange County, and the Osceola County School District. Ms. Tumer is currently working with the City of Fort Myers on a $9 million financing for the downtown CRA. She prepared a special assessment methodology report for Winston Trails Community D~V~lopment District (Palm Beach County) and completed a refunding for the Westgate/Belvedere CRA (Palm Beach County) in 1999, which provided upfront savings for improvement projects. Ms. Turner also recently sexed as underwriter to the City of Orlando CRA on a complex refunding involving tax increment revenues, special assessments and impact fees. Ms. Turner earned a B.S. from the University of Florida. Her education includes study at Harvard University, Oxford University (England) and the American University in Cairo (Egypt). Ms. Turner is a NASD Registered General Securities Representative. She is a member of the FGFOA and the Palm Beach County League of Cities. Thomas A. Greene Assistant Vice President St Petersburg, Florida ti Tom Greene joined William R. Hough in October 2001, and brings extensive governmental experience. From 1993 - 1998, Mr. Greene served as a Senior Policy Advisor to United States Senator Bob Graham in Washington, D.C. While in Washington, he worked on a wide variety of issues, including appropriations, banking, housing and urban development. From 1998 ~ 2001, Tom acted as Central Florida Regional Director, representing Senator Graham in 26 counties. .Mr. Greene provides both financial advisory and underwriting services and monitors the progress of legislation in Tallahassee. and Washington to ensure that our clients are accurately represented. Tom also provides extensive project support for our firm's engagement with the City of Hollywood Beach Community Redevelopment Agency. Mr. Greene has a B.A. in Political Science from the University of South Florida and a M.A. in Political Management from The George Washington University. He is also a NASD Registered General Securities Repr.~en .mtive. ii.Dorothy Watidn.~ Vice President St Petersburg, Florida Dorothy Watkins joined William R. Hough & Co. in 1982 and has been involved in all facets of tax-exempt and taxable financings in our firm's capacity of financial advisor and underwriter. Ms. Watkins has over 20 years experience in structuring all aspects of Florida bond issues,' including new money revenue bonds, refundings and the investment of bond proceeds such as construction funds and debt service reserve funds. Ms. Watson has recently structured tax increments finanCings for Fort Myers, Hollywood, Miami Beach and Homestead. Ms. Watkins holds an MBA degree from Florida Institute of Technology, Melbourne, Florida, and is a NASD Registered General Securities Representative. She is also active in the National Association of Bond Lawyers Conferences and participates in ongoing education for tax law changes regarding arbitrage, rebate and tax-exempt financings. 4153 21 Scott G. Johnston Senior Vice President Manager of Underwriting, Trading and Sales Scott Johnston, one of the leading underwriters in the United States, will provide pricing and marketing information for the CPA's financings. Mr. Johnston has been involved as managing underwriter in many large bond issues involving syndicates of several investment banking firms, and is responsible for managing an average daily bond inveaiiory of $60 to $80 million. He has served as senior managing underwriter on transactions ranging in size from $50,000 in notes to over $1 billion in bonds. Mr. Johnston also manages our firm's 'variable rate desk, which has underwritten 229 variable rate transactions ranging in size from $3 million to $300 million since 1994. Because of his daily contact with all sectors of the bond market, he is thoroughly knowledgeable on current market conditions and the demand for specific kinds of securities. As the senior underwriter in the State, other fu'ms frequently seek his opinion on pricing levels of Florida bonds at their initial marketing. Mr, Johnston holds a B.A. degree in Economics from Tulane University. He has been actively involved in the underwriting, trading, and selling of municipal bonds with William R. Hough & Co. for over 20 years. He is also an NASD Registered General Securities Representative, Registered General Securities Principal, Registered Municipal Securities Principal and a Registered Municipal Securities Representative. 4154 22 COMlVIiTMENT TO CRA The Boynton Beach CRA will be a top priority of William R. Hough & Co. and especially to our highly qualified team committed to the CRA. All of these professionals are located in Florida and have an in-depth understanding of the stmcturing of Florida tax increment revenue bonds. The CRA will be served primarily by $ulie Turner. Ms. Turner is in the Palm Beach County area several days each month in our role as underwriter to Palm Beach County and the Northern Palm Beach Improvement District. Will/am R. Hough & Co.'s highly qualified public finance staff is the largest in the State of Florida and is prepared to quickly and competently assist the CRA on a timely basis. Our St. petersburg office has municipal financial resources comparable to those of any Wall Street investment-banking fm-n. Our Analytical Department, which develops customized software for clients on a regular basis, will-assist the CRA in special assessment and tax increment modeling and any other analysis required. Our Underwriting Desk, which underwrites more Florida municipal bonds than any other firm, is also located in St. Petersburg. Our position as the leading underwriter of Florida bonds will ensure that the cRA's underwriter provides aggressive pricing and a structure tailored to maximize investor demand. 4155 23 TECHNICAL CAPABILITIES support and consuDing, computer modeb'ng, j~ndmch~! andlysis and econometrics pro~ectfons. Located at our .corporate headquarters in St. Petersburg, William R. Hough & Co. has sophisticated computer modeling capabilities and one of the most experienced technical structuring staffs in the State of Florida. While many finns utilize entry-level associates to run numbers, William R. Hough & Co.'s technical staff is comprised of seasoned professionals who have been involved in billions of dollars of bond issues over the past 20 years. Our analytical professionals have combined municipal finance experience of more than 50 years and are available to provide analytical assistance to the CRA. This expertise will be used to provide the CRA with the most innovative and cost effective .financing strategies possible. The Firm's Analytical Department has a large library of cash flow modeling software which includes both commercial programs and internally developed software. These programs address a broad range of public finance applications, including performing sensitivity analysis on projected revenues and tax increment bond volatility ratios. The historical and projected analysis of tax increment revenues and any other revenues which may be pledged to the CRA's bond issue will be crucial in determining the amount of debt service that the CRA can realistically support. Our experience in cash flow analysis and the structuring of numerous Florida tax increment financings will prove invaluable to the CRA. 4156 24 RATING EXPERIENCE W~ R. Hough & Co. is pr~y responsible for "pu~g ~ofi~' on ~e ~p" ~ ~e ~vestment co~ty. For over 41 ye~s, W~i~ R. Hough ~ Co. has conv~ced W~ S~t ~d the mjor rating agencies to accept ~ofida crests as ~ves~ent ~ade sec~ties ~ ~e face of ~epticism. Our success h~ been b~ed upon ~ ~qu~ed co~ent ~d belief ~ ~e ~o~ potential of ~ofida, ~d the res~g ~gh quflity sec~w so~ces av~lable to ~ofida issuers. O~ expe~ence ~ negofiat~g ~d present~g cr~ts to ~e rang agencies ~d ins~ce prodders is ~p~eled ~ ~e ~ofida ~ket. William R. Hough & Co.'s credit expertise is critical to our clients. We have established a Municipal Research Group within the Public Finance Division to serve the credit needs of our issuing and investing Clients. Our senior investment banker, Sulie Turner, along with analysts, some previously associated with credit rating agencies, assist in the distribution of each issue we manage through: · Advanced preparation for presentation t~ rating agencies and investors · Participation in the presentation · Marketing to potential investors · Preparation of officials for rating agency presentations In our role as financial advisor and underwriter to clients throughout the country, we speak with .rating agencies on a dail. y basis on behalf of our clients. The firm's philosophy regarding rating agencies is to take a pro-active role, by continually apprising the rating agencies on the positive aspects of our client's credit issues. We routinely meet with the three rating agencies and all major bond insurers, to discuss current trends, financial instruments and topics of concern to analysts. This Ongoing communication assists us in advising our clients to achieve both short- term andlong-term rating objectives. Through our efforts, we have routinely been able to obtain the highest ratings possible for our clients, resulting in the lowest interest cost on their bond issues. The firm serves as financial advisor and is currently arranging rating agency and insurance presentations for the City of Miami Beach, which marketed a $62 million general obligation issue in Sune, The firm also recently completed the ratings process for HollYwood, Cape Coral, Orange County and Hernando County and is starting the process for Palm Bay and North Port. The fn'm also serves as financial advisor to Citizens Property Insurance Corporation which will be issuing $300 to $500 million of neTM money and potentially a $1.3 billion refunding later this year. We have initiated di.scussions with bond insurers and rating agencies and will assist this new entity through the process. Othe? relevant experience with the rating agencies includes obtaining the first "A" rating for the Miami Parking System without a secondary pledge and retaining the rating even when the City of Miami was downgraded below investment grade. Our extensive experience with bond insurers includes obtaining insurance for the City Of Homestead in 1993 after Hurricane Andrew to rebuild the City's wastewater system. We also obtained insurance for The Miami Parking System for new capital projects even though the City of Miami was operating 4157 25 under State of Florida appointed Oversight Committee and the City had no access to the capital markets. Assistance with the CRA ts Ratings: As financial advisor to the Boynton BeaCh CRA, William R. Hough & Co. will be responsible for arranging, coordinating, and preparing the rating presentations to the three major bond rating agencies and all major bond insurers. Approximately four to six weeks prior to the presentation, we w0~Id compile a package of information containing audited financial statements, the current budget, any engineering reports, description of the project, estimated debt service schedules, the bond resolution, the preliminary official statement and any other pertinent information related to the bond issue. This information is reviewed by the rating agencies prior to the CRA's presentation. The presentation may involve travel to New York where the rating agency offices are located or bringing the rating agencies to the CRA for an "on-site" visit. William R. Hough & Co. would also be responsible for preparing the presentation itself, which usually consists of a report highlighting the positive aspects of the CRA, including economics and demographics, finances and debt, taxes, CRA management, growth management plans and the details of the bond issue. Of most importance is our overall familiarity with the rating process and knowledge of what information to present and how to present it to obtain the highest pOssible rating. Through our continUed efforts, the rating agencies have gained favorable acceptance .of the- growth oriented credits which are so critical to meeting Florida's financing needs. We will work with the CRA to maintain and potentially upgrade these ratings through pro-active communication with the agencies. Our strategy involves annual conference calls and/or visits with the agencies to keep them abreast of positive developments within the CRA. Based upon our excellent rapport with the rating agencies, insurance companies and investors, William R. Hough & Co. is better positioned to assist the CRA in dealing with these professionals than any other fzrm. The quality of our staff is unsurpassed, and we know and understand F.1orida, its demographics, laws, growth patterns, and financing needs better than any other financial advisor.. Following are several case studies of our rating experience-with specific clients: Pinellas County: William R. Hough & Co. closed a new money sewer financing for Pinellas County in early 2003. Fitch had an outstanding underlying rating on the parity bonds of "A+". After review of the credit, they determined that a two-notch upgrade to "AA" was appropriate given the economic strength of the County and specifically the Sewer System's credit strengths. Even though this $86 million new money issue increased the Sewer System's debt, necessitating rate increases, they believed that the charges were still competitive for the area. This upgrade, along with the "Al" and "A+" underlying ratings from Moody's and Standard & Poor's, contributed to the very aggressive insurance and surety premiums obtained from FSA. $102,125,000 Collie.r County, Florida Transportation Issue, Series 2003: William R. Hough & Co. recently structured one of the County's largest gas tax bond issues: During that time, the United States was contemplating the invasion of Iraq and there were serious concerns of the rating agencies as to the supply and cost of off and the effect it would have on the sale of gasoline in the states. Working closely with the agencies through detailed presentations of material and · discussions, the County was able to achieve ratings of "A", "A+" 'and "A2". 4158 26 $20,000,000 Leon County, Florida Sales Tax Issue, Series 2003: Leon County recently purchased an off-site bank building for future growth of County offices. The purchase price was approximately $20 million secured by the County's ½ Cent Sales Tax and a portion of their guaranteed entitlement. The .coverage levels at Leon County are marginal, providing only 1.50x coverage on the existing debt. Additionally, the Legislature was in session and a "bill" was filed to eliminate a portion of the County's sales tax revenues. By working with the agencies to describe the fiscal impact of the proposed legislation and coordinating discussions with the County's Legislative Lobbyist and the agencies, William R. Hough & Co. assisted the County in achieving a "AA-"/"A+" rating during very turbulent political times. City of Jupiter: AS senior managing underwriter to the City of Jupiter, William R. Hough & Co. prepared and led a comprehensive rating agency presentation for Jupiter's issuance of $12 million in General Obligation Bonds for a community center. Based upon the strength of the City and the presentation, which involved numerous staff and council members, Moody's assigned an "Aa2" rating on the bonds. Such a str.ong "Aa" rating is extremely difficult to obtain, particularly for a first-time applicant. As part of our presentation, we included an in-depth update on the City's Water Utilities System, which had previously been rated "Al" by Moody's. We were extremely pleased to receive a two-category upgrade to "Aa2" for the Water Uti/ities System. $29,575,000 Hillsborough County Capacity Special Assessment Bonds and $4,930,000 Hillsborough County Reclaimed Water Special Assessment Bonds: William R. Hough & Co. served as senior manager on this multi-series special assessment financing for capital improvements to the County's water and wastewater system and reclaimed water, system. Our ability to demonstrate adequate cash flow coverage enabled us to achieve underlying ratings of "A3/A" (Moody's/Standard & Poor's) and enabled the bonds to be insured by FSA. This was FSA's first insured transaction in Florida backed solely by special assessments and the transaction received the highest underlying ratings of any special assessment issue.' Our firm estimated that the tree interest cost of 5.15% achieved by this structure saved the County over $1.3 million in interest costs compared to an uninsured transaction. Polk County: William R. Hough & Co. recently structured a $51 million financing for improvements to Polk County's utility system. We participated in numerous discussions with the rating agencies involving detailed analysis of the System's capital improvement needs and fmanciai smacture. Despite the County's parallel needs to accommodate its tremendous growth and consolidate numerous small regional plants, we were able to achieve a rating upgrade to "A2" from "A3" from Moody's. Tampa Bay Water: William R. Hough & Co. worked with Tampa Bay Water on its very aggressive, pro-active approach regarding the relationships with the rating agencies. This included rating trips to New York as well as several trips by the rating agencies to tour Tampa Bay Water facilities. This approach allowed Tampa Bay Water to increase its Moody's rating to "Aa3" and its Fitch rating to "AA-". In addition, Tampa Bay Water maintains an open dialogue with the rating agencies as programs and projects develop. 4159 27 TAX INCREMENT EXPERIRNCE .'.] ''3 bond ~ue~, Since 1993, William R. Hough & Co. has been involved in 15 financings totaling nearly $219 million where tax increment revenues were either the primary or secondary revenue pledge. William R. Hough & Co. served as financial advisor to the CityPlace Community Development District (West Palm Beach) on its $55,155,000 Capital Improvement Revenue Bonds, Series 1998. We have served as underwriter or financial advisor to the City of Orlando on numerous tax increment financings since 1991. We recently served as co-manager on a $45,620,000 Tax Increment refunding for the City of Orlando CRA (Universal Boulevard) which originally financed an I-4 interchange project. In the City of Fort Myers, we successfully secured an insurance commitment and sold bonds as "AAA"-rated securities with the primary revenue pledge as tax increment revenues backed by a covenant to budget and appropriate to replace any withdrawals on the reserve account. The firm's extensive experience with all types of tax increment financings will enable it to structure the most cost-efficient program for the City's CRA tax increment financing needs. Our fu'm is currently serving as financial advisor for tax incremental financings or refundings for the Cities of Hollywood, Miami Beach; Homestead and Fort Myers. William R. Hough & Co. and our professionals have completed tax increment, financings for the following Florida issuers: · Altamonte Springs CRA · · Miami Beach CRA · · St. Augustine · · St. Petersburg · · Fort Myers CRA · · Pensacola · Orlando CRA · Hollywood CRA Sarasota New Smyrna Beach West Palm Beach CRA Westgate/Belvedere CRA ' .(Palm Beach Co.) Pineda Causeway (Brevard Co.) Creditworthiness of Impact Fees: Impact fees are generally not considered a creditworthy revenue stream due to their extreme volatility and vulnerability to economic and real estate cycles. However, we have successfully incorporated impact fees into financings by utilizing developer impact fee prepayments to pay debt service in lieu of assessing the developer, which provides incentive for the developer to prepay the impact fees. The City of Orlando Universal Boulevard case study below provides an excellent example of how impact fees can enhance a public/private financing. Extraordinary Mandatory Redemption: The ascending nature of tax increment revenues warrants consideration of a designated term bond which may be prepaid by the increment revenues within the District. This type of bond is generally referred to as a "super sinker" bond. The super sinker bond would be structured as a long-term bond, but have extraordinary mandatory prepayment provisions for excess increment revenues collected within the Tax Increment District. The bonds would have a long-term amortization in case the tax increment revenues do not increase as projected. However, fi'tax increment revenues increase each year, the revenues could be used to prepay the specific term bond and thereby reduce the average life of the bond. The market is familiar with this type of structure and we are often able to market the bonds at a yield that is closer to the average life of the bonds, as opposed to the scheduled amortization, resulting in significant savings to the issuer. 4160 27 Use of Special Assessments: William R. Hough & Co.'s ability to structure special assessment financings for our clients to provide both flexibility and credit enhancement has made us a leader in Florida special assessments. Since 1993, William R. Hough & Co. has served as Underwriter on 58 special assessment issues totaling in excess of $615 million par amount. Our expertise in marketing 'Florida municipal bonds provides access to a much larger investor base than our competitors, which is particularly important in unique and sophisticated structures such as special assessments. Due. to the number of special assessment transactions and single family bond issues (which have sin/ilar complicated stmc.tures) that we underwrite, we have a Wide network of buyers who understand such structures and pay increased value for the bonds. In addition to our numerous special assessment transactions, we have also served as senior manager on 298 single family housing issues in Florida since 1993. As financial advisor, we will analyze numerous scenarios to recommend the optimal structure to suit the CPA's financing needs at the lowest possible cost. Our professionals will work with the CPA to develop a maturity and call smacture which suits the specific needs of each financing. Following are specific examples of William R. Hough & Co.'s experience with CPA and tax increment revenue bonds. City of Fort Myers Capital Improvement Refunding Bonds: In the Fort Myers CPA, our f'u-m was successful in securing an insurance commitment and se[ling bonds as "AAA" rated securities with the primary revenue pledge as Tax Increment Revenues backed by a covenant to budget and appropriate of the City to replace any withdrawals on the reserve account. This was achievable due to the fact that the Tax Increment Revenues provided approximately 1.50x coverage at the time of the financing, and with conservative assumptions, the future debt service coverage was projected to be over 2.00x. This allowed the City future flexibility since their primary revenues were not pledged. City of Orlando CRA Universal Boulevard/I.4 Interchange Tax Increment Revenue Refunding Bonds, Series 2002: William R. Hough & Co. recently served as co-manager to the City of Orlando to refund Series 1997 BOnds which financed an I-4 interchange project. We had served as financial advisor to the City in 1997 on the issuance of these unique tax i.ncrement/special assessment bonds on behalf of Universal Studios. The underlying Security for the bonds was a lien on the Universal Studios property, where two 9,000 car-parldng facilities were being constructed at a cost of $80 million each. The parking garage facilities were major projects within the Tax Increment District, which formed the basis of the x~alue of the property. Because the federal government's Private Activity Rule caused difficulties with the use of tax increment financing revenues for certain private sector development purposes, but provided greater latitude for the use of special assessments, William R..Hough & Co. proposed that the financing be accomplished under a combined special assessment/tax increment revenue structure. The structure involved a Tax Increment Financing Trust Indenture, Special Assessment Trust Indenture, and a Cooperation Agreement between the City, the CRA and Universal. The Cooperation Agreement stipulated that if the developer met certain performance benchmarks, the City would use the funds accumulated in the tax increment trust fund and/or the related transportation impact fee trust fund rather than special assessments to pay debt service on the special assessment bonds. The developer could prepay transportation impact fees at their election so that these monies might be used for debt service in lieu of special assessment revenues. As long as the performance benchmarks were met, the City would use the monies in the tax increment and impact fee trust funds to pay debt service. If the performance benchmarks are were not met, the City would utilize special assessment revenues to pay the debt service. Once a 4161 29 defined rate coverage test was met for two consecutive years and a completion benchmark was accomplished, the City would refund the bonds by issuing new bonds secured only by tax increment revenues. William R. Hough & Co.'s combined tax increment and special assessment structure provided certain IRS rule advantages while simultaneously providing a performance benchmark inducement to the developer, By early 2002, the rate cover, age test had been met and William R. Hough & Co. served as underwriter on an insured refunding transaction, which removed the special assessments from the security. $32,840,000 Ci¢ of Orlando S1Jeclal Assessment Revenue Bonds (Conroy Road Interchange Project): William R. Hough & Co. acted, as Financial Advisor on this innovative public/private transaction and was involved in the smacmring, pricing, and closing of the bond issue. The proceeds were used to fund an 1-4 Interchange with the primary benefactor an adjacent mixed-use development project. A Community Redevelopment District was created to generate tax increment revenues and establish a legal basis for the levying of special assessments. The security for the Bonds was solely the special assessment liens on the property. However, assuming the Developer met certain development thresholds, the City was willing to allow the use of tax increment revenues and impact fees generated from the project to pay debt service on the bonds. The City issued the Bonds on behalf of the Developer and shared tax increment and impact fee revenues due to the direct transportation improvements realized by the City. The I-4 Interchange would benefit surrounding properties as well as reduce congestion on interior roads, and it was not scheduled for consmaction by the Department of Transportation until the year 2010. Under the bond documents, the City has not promised to pay or pledged any source of revenues to pay debt service on the bonds. Through an innovative financing structure that involved cooperation between the City, the County, and the Developer of the mixed-use development, this public/private partnership provided the mechanism for the City to finance a public road paid for by the primary private beneficiaries of the road. Finally, the City accomplished its goal of not pledging additional security as a primary or back up source of payment. Westgate/Belvedere CRA: In 1992, William R. Hough & Co. served as sole managing underwriter to the Westgate/Belvedere' CRA for the issuance of its $3,000,000 Redevelopment Revenue Bonds. The Agency began receiving tax increment revenues in the fiscal year 1989- 1990, and thus had only 4 years of tax increment revenue history. Due to Palm Beach County's desire to help the agency secure Iow-cost financing for projects, William R. Hough & Co. structured tax increment revenues as the primary pledge and a County covenant to budget and appropriate to replace reserve fund withdrawals as a secondary pledge. With this structure, we were able to secure a "A" rating even though the tax increment revenues only provided 1.04x coverage of the maximum annual debt service. Once the bonds were issued, William R. Hough & Co. continued to monitor a potential refunding of the bonds to achieve debt service savings. In 1998, interest rates reached a historical low, and we approached the CRA with a plan of finance that would enable it to save approximately $273,000 or 9.6% of bonds refunded. Knowing that the CRA had several stormwater projects that needed funding but could not afford to issue additional bonds, we structured the refunding to provide $230,000 in upfront savings to be used for a stormwater drainage project. The remainder of the savings will be realized in reduced debt service over the life of the bond issue. We were able to achieve these savings primarily through the issuance of the refunding bonds as "AAA"- rated, insured securities due to the strength of Palm Beach County's underlying pledge. 4162 3O REFERENCES The PROPOSER sk~Ilpro~ide ~ Ifst o~ ~t Ieast)q~e (52 Pabbb Sector Professional] ? Mr. G. Michael Miller, Director of Finance City of Orlando 400 South Orange Avenue Orlando, Florida 32801 Phone: (407) 246-2341 FAX: (407) 246-2707 Email: mmiller @ci.orlando.fl.us Carlos Garcia Director of Financial Services City of Hollywood 2600 .Hollywood Blvd. Hollywood, Florida 33020 Phone: (954) 921-3231 Fax: (954) 921-3064 Ernail: cgarcia @hollywoodfl.org Patricia D. Walker, C.P.A. Chief Financial Officer City of Miami Beach 1700 Convention Center Drive, 3rd Floor Miami Beach, Florida 33139 Phone: (305) 673-7466 Fax: (305) 673-7795 E-mall: twalker @miamibeachfl:gov Howard D. Kunik, Assistant City Manager City of Cape Coral 1015 Cultural Park Blvd. Cape Coral, Florida 33990 Phone: (239) 574-0457 Fax: (239) 574-0452 E-mail: hkunik@capecoral.net Mr. Fred Winterkamp Manager, Fiscal and Business Division Orange County 201 S. Rosalind Avenue, 2"~ Floor Orlando, Florida 32801 Phone: (407) 836-2920" Fax: (407) 836-2880 En~: Fred.winterkamp @co.orange.fl.us Services 4163 31 FINANCIAL INFORMATION includ8 (a) the most rvceni annual repot4' (bi IO*W and lO-~ ~Ied or the most ~t ~ uarter~ ~egl rq or4' (d) a ytatem ent reg~dlng, any m ~erMl change in the mode ff conducting basines4 bankruptcy yrocee&~g and mergers or acffubffians ~r thep~t three year~ Attached is William R. Hough & Co.'s 2002 annual financial report and quarterly report for June, 2003. Also attached are the audited financial statements for 2001 and 2000. William R. Hough & Co. has not had any material changes in the mode of conducting business, bankruptcy proceedings or mergers Or acquisitions for the past three years. Capital Position as of August 31, 2003 Total Capital Net Regulatory Capital Excess Net Capital $55,339,859 $28,959,675 $27,297,571 4164 32 WILLtAM R. HOUOH & CO.* Investmentx Since I962 UNAUDITED STATEMENT OF FINANCIAL CONDITION JUNE 30, 2003 ASSETS Cash Cash segregated for the exclusive benefit of customers Receivables from brokers and dealers Receivables from customers Receivables from non-customers -Securities purchased under agreement to resell Deposits for securities borrowed Securities inventory, at market value Accrued interest and dividends receivable Investment securities, at market value Clearing funds and good faith deposits Furniture, equipment, and leasehold improvements~ net of accumulated depreciation and amortization of $3,507,738 Other assets LIABILITIgS AND SHAREHOLDERS, EQUITY Liabilities Short-term bank loans Payables .to brokers and dealers Payables to customers Securities sold under agreements to repurchase Securities sold, not yet purchased, 'at market value Accounts payable, accrued expenses, and other liabilities Dividends payable Subordinated Borrowings Shareholders" Equity CommOn stock, par value $.01; authorized 75,000 shares; issued and outstandia_ g 7,344 shares Additional paid-in capital Retained earnings See accompanying notes to financial statement. 4165 4,379,653 50,000 25,506,003 12,957,978 4,367;699 13,974,375 2,116,125 276,777,925 1,734,651 13,164,016 4,527,127 1,519,819 1,965,579 $ 363,040,950 $ 234,175,524 18,120,048 13,617,068 9,420,000 17,986,751 13,506,737 1,975,000 308,801,128 5,154,904 73 12,351,013- 36,733,832 49,084,918 $ 363,040,950 NOTES TO FINANCIAL STATEMENT (UNAUDITED) NOTE A - SIGNIFICANT ACCOUNTING POLICIES Nature of Business: William R. Hough & Co. (the Company) is a securities broker-dealer registered with the Securities and Exchange Commission and the National Association.of Securities Dealers, Inc. The Company offers a wide range of investment products and services to individuals and institutions, with business activities ~ concgntrated in the Southeastern United States and Texas. Securltics Transactions: Securities wansactions and related commission expense are recorded on a settlement date basis, which is generally the third busin .ay following the transaction date. Recording transactions on a trade date basis would not result in a material difference in the accompanying statement of financial condition. Securities owned and securities sold, not yet purchased are valued at market, with the resulting net unrealized gains and losses reflected in earnings of the current period. "~ Securities Financing Transactions: The-Company enters into repurchase and reverse repurchase (resell) agreements and securities borrowed transactions to finance . ~ trading inventory positions, obta/n securities for settlement, and meet customer needs· Repurchase and resell agreements are accounted for as collateral/zed financings · -~ and are recorded at their contractual amounts, plus accrued interest. The Company's policy is to obtain possgssion of collateral (primarily U.S. government ~ecurities) with a market value in excess of the principal amount loaned under resell agreements and to monitor the value of 'the collateral in relation to amounts advanced. .} Deposits for securities borrowed are recorded at the amount of cash collateral advanced. Securities borrowed transactions require the Company to deposit cash with the · Itmdcr, which is generally 102% of the market value of the borrowed securities, subject to daily rephcing. The Company monitors the market value of securities ~ borrowed, and requests a refund or deposits additional cash, as necessary. Furniture, Equipment, and Leasehold Improvements: Furniture, equipment, and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation is computed using accelerated methods over the est/mated useful lives of furniture and equipment, which range from 3 to 7 years: Leasehold improvements are amortized over the lesser of the economic life of the improvement or the lease life. Use of Estimates: The preparation of the Company's statement of financial condition in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes· Actual results could differ from those estimates. Incqme T~s: The Company has elected, pursuant to the Internal Revenue Code, to be an S corporation for federal income tax purposes. Consequently, it is not subject to 'federal or Florida state income taxes, as the Company's income is reported by its shareholders for income tax purpos6s. The Company is subject to state income taxes in several states where it conducts business, but amounts are not material to this statement of financial condition. NOTE B - CASH SEGREGATED FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS As of June 30, 2003, the Company had $50,000 in cash segregated in a special reserve bank account "for the exclusive benefit of customers" pursuant to Rule 15c3-3 of the Securities and Exchange Commission. NOTE C - RECEIVABLE FROM AND-PAYABLE TO BROKERS AND DEALERS Receivable from and payable to brokers and dealers include amounts due from/to clearing organizations and secufilies sold to and purchased from other brokers and dealers which were not delivered or received on settlement date. NOTE D - RECEIVABLE FROM AND PAYABLE TO CUSTOMERS Receivable from and payable to customers include amounts due on cash and marg/n transactions. Securities owned by customers are held as collateral for receivables. Such collateral is not reflected in the-statement of financial condition. NOTE E - SECURITIES OWNED AND sEcuRITIES SOLD, NOT YET PURCHASED The components of securities Owned and securities sold, not yet purchased are as follows: SECURITIES INVENTORY Sold, Not Yet INVESTMENT Owned Purchased SECURITIES State, county, and municipal bonds $ 115,776,009 $ 1 ~400,000 $ 3,427,312 ~ Unites Stat~ government and agency obligations 66,053,787 13,628,808 .:.' Corporate equity securities 2,125,613 2,575,459 9,400,7 I0 .j Unit investment wests 3,167,449 Corporate debt obligations 89,655,067 -382,484 : Other securities - nonrrm'ketable 335,994 $ 276,777,925 $ 17,986,751 $ 13,164,016 NOTE F - SHORT-TERM BANK LOANS AND FINANCING ARRANGEMENTS ~, hort-term loans bear interest at fluctuating rates-based on the availability of money to the lender. The loans are fully Collateralized by marketable securities that had a market value of approximately $268,000,000 at June 30, 2003. N'OTE G - PROFIT SHARING PLAN The Company has a profit sharing plan, which provides eligibility for all full-time employees with one year of service. Annual contribut/ons to the plan are determined by resolution .of the board of directors. NOTE H. SUBORDINATED BoRRowINGS As of June 30, 2003, 'the outstanding borrowings under subordinated loan agreements Were $5,154,904. Interest payable is accrued on the outstanding balance at variable rates based on the National Prime Rate of interest for corporate loans. As of June 30, 2003, interest rates on these borrowings ranged from 4.25% to 6.25%. The subordinated borrowings are scheduled to mature in 2003, although the Company anticipates that $4,000,000 in subordinated borrowings will be renewed for an additional year to a maturity date of Septembm' 1, 2004. NOTE I - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's securities owned and securities sold, not yet purchased are carried at market or fair value. Other financial instruments (including repurchase and resell agreements, securities borrowed, receivables and payables, and short-term bank loans) are recorded at contracted amounts which approximate fair value, as such assets and I/abilities are short-term in nature, bear interest at current market rates, or are subject to repricing. 4166 The Company receives collateral in the form of U.S. government, federal agency, corporate debt, and equity securities in connection with resell agreements and NOTES TO FINANCIAL STATEMENT (UNAUDITED) ." NOTE I - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued) T~e Company also pledges its own assets to collatera]ize repurchase agreements. As of June 30, 2003, the carry/ng value of securities included in securities inver that had been pledged to counterparties that had the right to sell or rep]edge such securities was $9,930,000. NOTE J - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Company uses derivative financial instruments in the normal course of its business to manage market risks associated with proprietary trading position : ~ contractual comm/tments. The derivative financial instruments used by the Company include futures and options, the values of which are based upon an underb ~ security or index, and generalIy represent commitments or rights to purchase or sell fixed income financial instruments at a future date for a specific price. T~ contracts expose the Company to off-balance sheet risk in the event that changes in futures or options prices do not closely correlate with changes in inventory prices As of June 30, 2003, the notional amounts of financial futures and options contracts held for risk management purposes were $3,800,000 (eomm/tments to sell L Treasury notes and bonds) and $3,000,000 (commitments to purchase U.S. Treasury bonds). These totals, which are not recorded in the statement of finam condition, indicate the volume of the Company's activity and should not be interpreted as a measure of actual market risk. The Company does not apply he~ accounting as defined in Statement of Financial Accounting Standards (SFAS) No. 133 Accounting for Derivative Instruments and/-/edging Activities, as all financ instruments are marked to market, with changes in fair values reflected in earnings. Therefore, the disclosures required by SFAS No. 133 are generally not applica whh respect to this statement of financial condition. The Company also enters into transactions involving government agency mortgage-backed to-be-annOunced securities (TBAs) and securities purchased and sold or when-issued basis and enters into underva-iting commitments. As of Sune 30, 2003, the Company had entered into TBA transactions with various counterparties which the underlying contract amounts totaled $465,000,000 (purchase commitments) and $$00,000,000 (sales commitments). Because the Company generally ente into offsetting purchase and sale commitments in TBAs, market risk, which is the potential for loss due to changes in interest rates or other factors that may result in change in the market value of the underlying financial instruments, is not generally significant for these transactions. The Company's exposure to credit risk exists'de to the poasibi~ity that a counterpany to a transaction m/ght fail to perform under its contractual commitment, resulting in the Company ineun~ng losses. As of June 3 2003, unsecured receivables from counterpanies totaled $$65,000. The Company monitors the creditworthiness of customers with which it transacts business in TBAs. The Company's primary activities involve the execution, settlement and financing of various securities transactions. These activities may expose the Company to balance sheet credit and market risks in the event the customer or eounterparty is unable to fulfill its contractual obligations, in which case the Company would have t sell or purchase the securities at prevailing market prices. Such risks may be ineressed by volatile trading markets; As a part of its normal act/v/ties, the Company sells senurities not yet purchased (short sales) for its own account. The establishment of short positions exposes th~ Company to off-balanCe sheet risk in the event prices increase, as the Company may be obligated to acquire securities at prevailing market prices, which may exceec the amounts recognized in the statement of financial condition. The Company borrows or lends money through seeur/ty transactions subject to repurchase or resell agreements. The market value Of seeurit/es to be repurchased ut resold is monitored, and additional collaterai is requested where appropriate. The Company takes physical possession of securities purchased under agreements to resell. Resell agreements may expose the Company to off-balance si~eet risk in the event such borrowers do not repay the loans and the value of collateral held is less than that of the underly/ng receivable. Repurchase agreements may expose the Company to off-balance sheet risk, as the Company may be obligated to acquire securities at a price greater than the recorded 'liability. NOTE K - CONCENTRATIONS OF CREDIT RISK The Company conducts business with a d/verse group of broker-dealers, institutional investors, and individual investors that are located throughout the United StateS. The Company's exposure to credit risk associated with the nonperformance of these customers in fulfilling their contractual Obligations pursuant to securities transactions can be directly impacted by volatile or illiquid trading markets, which may impair the ability of eustorners to satisfy their obligations to the Company. Banking activities are conducted with eornmercial banks located in New York and Florida. From time to t/me, ca~h balances at these banks may exceed the amount insured by the Federal Deposit/nsuranee Corporation. NOTE L - COMMITMENTS AND CONTINGENCIES In the normal '- course of business, the Company purchases and sells securities on a when, as, and if issued basis and · re]at/rig to such underwriting commJtment~ that were open at June 30, 2003, and were subsequently settled, had no material effect on the statement of financial enters tutu underwriting commitments. Transactions condition as of that date. The Company is committed under noneancellable lease agreements for office space w~th remaining terms of one to four years. Terms of the agreements provide for general increases based on inflation adjustment factors. Future rrdnimum rental commitments, by year and in the aggregate, are as follows: 2003 2.JX)4 2005 $949,000 $600,000 $525,000 $87,000 $2,161;000 NOTE M - NET CAPITAL, REQUIREMENT The Company is subject to the net capital requirement of Rule 15c3-1 of the Securities and Exchange Commission, which requires the maintenance of minimum net capital levels and requires that aggregate indebtedness, as defined by the Rule, shall not exceed 1500% of net capital as defined. At June 30, 2003, ne/capital was $2l ,332, l 18, required net capital was $2,525,581, and aggregate indebtedness was approximately 178% of net capital. NOTE N. RELATED PARTY TRANSACTIONS The Company serves as investment advisor, distributor, and transfer agent for The Hough Group of Funds (the Funds). The Funds include The Florida TaxFree Money Market Fund and The Florida TaxFree ShortTerm Fund. The Company is reducing fees to which it would be entitled, and in addition, is limiting the operating expenses of the Funds to the extent that they exceed .50% of the Funds' average daily net assets. The Company also executes securities transactions for the account of Republic Bank (Republic). Republic is related through common ownership by the Company's largest shareholder. 'eivables from non-customers represent amounts due from shareholders and an affiliated company for funds advanced in margin accounts. Amounts receivable and esponding market values of securities held in non-customer margin accounts were $4,367,699 and $37,401,624, respectively, as of June 30, 2003. NOTE O - REPORTING REQUIREMENTS 4 1 67 This statement of financial condition has been prepared in accordance with Rule 17a-5 of the Securities and Exchange Commission, and has been filed with the regional office of ihe $~curifies and Exchange Commission' in Miami, Florida. Addit/onal copies of ihis document ~re available for examination at the St. Petersburg office of the Company. WILLIAM R. HOUOH & CO.* SALES OFFICE LOCATIONS MAIN_ OFFICE ST. PETERSBURG 100 Second Avenue South, Suite 800 St. Petersburg, Florida 33701-4337 (727) 823-8100 BATON ROUGE 2900 West Fork Drive, Suite 200 Baton Rouge, LA 70827-0004 (225) 298-1285 CHARLESTON 211 King Street, Suite 100 Charleston, South Carolina 29401-3201 (8.43) 727-8245 DALLAS 1.4901 Quorum Drive, Suite 425 Dallas, Texas 75254-6763 (972) 239-2330 JACKSONVILLE One Independent DriVe, Suite 3204 Jacksonville, Florida 32202.5060 (904) 355-669t 80 Southwest 8'h Street, Suite 2520 Miami, Florida 33130-3036 (305) 423-6800 NAPLES 500 Fifth AvenUe South, Suite 509 Naples, Florida 34102-6615 (2.39) 64%1198 ORLANDO 225 East Robinson Street, Suite 465 Orlando, Florida 32801-4322 (407) 422-5161 PALM BEACH GARDENS 4400 PGA Boulevard, Suite 501 Palm Beach Gardens, Florida 33410-6558. (561) 691-5300 William R. Hough & Co. profeasionals are al~o available w serve the financing needs of municipal and'-c°rporar2 issuers of securities at ~he following additional locations: Austin, TX, Baltimore, MD, Boca Raton, FL, Glendale, AZ, Richmond, VA V~'sit us on the internet at: ' .a~.v. hough, com 4168 Member: NASD/SIPC WILLIAM R. HOUGH & CO. Investments Since i 962 AUDITED STATEMENT OF FINANCIAL CONDITION December 31, 2002 ASSETS Cash Cash .segregated for the exclusive benefit of customers Receivables from brokers and dealers Receivables from customers Receivables from non-customers Securities purchased under agreement to resell Deposits for securities borrowed Securities inventory, at market value Accrued interest and dividends receivable Investment securities, at market value Clearing funds and good faith deposits Furniture, equipment, and leasehold improvements, net of accumulated depreciation and amortization of $3,285,572 Other assets LIABILITIES AND SI{AREHOLDERS' EQUITY Liabilities Short-term bank loans Payables to brokers and dealers Payables to customers Securities sold, not yet purchased, at market value Accounts payable, accrued expenses, and other liabilities Dividends payable Subordinated Borrowings Shareholders' Equity Common stock, par value $.01; authorized 75,000 shares; issued and outstanding 7,162 shares Additiona! paid-in capital Retained earnings See notes to financial statement $ 306,726 150,000 3,238,806 19,050,267 4,565,012 5,358,750 427,200 147,781,285 1,283,973 11,516,013 6,906,643 1,490,833 2,030,419 $ 204,105,927 $ 132,582,426 3,111,303 2,705,829 7,630,833 8,377,431 2,005,360 156,413,182 5,299,013 72 11,244,932 31,148,728 42,393,732 $ 204,105,927 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders William R. Hough & Co. We have audited the accompanying statement of'financial condition of William R. Hough & Co. as of December 31, 2002. The statement of financial condition is the responsibility of the Company's management. Our responsibility is to express an opinion on the statement based on our aud it. We conducted our audil in accordance with auditing standards generally accepted in the United States of America. Those Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the statement of financial condition is fr~e of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of William R. Hough & Co. at December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. GREGoRy, SHARER & STUART, P.A. ~ ,~.~ r,...-. ~., ~,. ~. 4170 St. Petersburg, Florida February 21. ?flO~ NOTES TO FINANCIAL STATEMENT (AUDITED) NOTE A - SIGNIFICANT ACCOUNTING POLICIES Nature of Business: William R. Hough & Co. (the Company) is a securities broker-dealer registered with the Securities and Exchange Commission and the Natic . Asso~iatiun'ofSecufifies Dealers, Inc. The Company offers a wide range of investment products and services to individuals and institutions, with business activi~ concentrated in the Southeastern United States and Texas. Securttie~ Transaaions.. Securities a~nsactiuns and related commission expense ate recorded on a settlement date basis, which is generally the third business c following the-transactiOn date. Recording Ixansactions on a trade date basis would not result in a material difference in the accompanying statement of fmanc condition. Securities owned and securities sold, not yet purchased are valued at market, with the resulting net unreal/zed gains and losses reflected in earnings oft current period. Securities Financing transactions: The Company enters into repurchase and reverse repurchase (reSell) agreements and securities borrowed transactions to finan trading inventory positions, obtain securities for settlement, and meet customer needs. Repurchase and reSell agreements are accounted for as collateralized financings and are recorded at their contractual amounts, plus accrued interest. The Company po/icy is to obtain possession of collateral (principally U.S. government securities) with a market value in excess of the principal amount loaned under resell agreemen and to monitor the value of the collateral in 'relation to amounts advanced. Deposits for securities borrowed are recorded at the amount of cash collateral advanced. Securities borrowed transaction's require the Company to deposit cash with lender, which is generally 102% of the market value of the borrowed securities, subject to daily repricing. The Company monitors the market value of securitie borrowed, and requests a refund or deposits additional cash, as necessary. Furniture, Equipment, and Leasehold Improvementr: Furniture, equipment, and leasehold improvements are stated at cost less accumulated depreciation an .amortization. Depreciation is computed using ac(~elerated methods over the estimated useful lives of furniture and equipment, which range from 3 to 7 yeats. Leaseho[, improvements are amortized over the lesser of the economic life of the imProvement or the lease life. Use of E~timates: The preparation of the Company's statement of financial condition in conformity with accounting principles generally accepted in the united State: of.America requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Actual result,, could differ from those estimates. Income Taxes: The Company has elected, Pursuant to the Internal Revenue Code, to be an S corporation for federal income tax purposes. Consequently, it is not subject to federal or Florida state income taxes, as the Company's income is reported by its shareholders for income tax purposes. The Company is subject to state income taxes in several states where it conducts business, but amounts are not material to this statement of financial condition. NOTE B - CASH SEGREGATED FOR THE EXCLUSIVE BENEFTT OF CUSTOMERS As Of December'31, 2002, the Company had $150,000 in cash segregated in a special reserve bank account "for the exclusive benefit of customers" pursuant to Rule 15c3-3 of the Securities and Exchange Commission. NOTE C - RECEIVABLE FROM AND PAYABLE TO BROKERS AND DEALERS Receivable from and payable to brokers and dealers include amounts due from/to cleating organizations and securities sold to and purchased from other brokers and dealers which were not delivered or received on settlement date. NOTE D - RECEIVABLE FROM AND PAYABLE TO CUSTOMERS Receivable from and payable to customers include amounts due on cash and margin transactions. Securities owned by customers are held as co/lateroI for receivables. Such collatend is not reflected in the statement of financial condition. NOTE E - SECURITIES OWNED AND SECURITIES SOLD, NOT YET PURCHASED Th9 components of securities owned and securities sold, not yet purchased are as follows: State, county, and municipal bonds Unites States government and agency obligations Corporate equity securities Unit investment trusts Cprporate debt obligations Other securities - marketable Other securitieS - nonmarket, able SECURITIES INVENTORY Sold, Not Yet INVESTMENT Owned Purchased SECURITIES 90,820,998 $ $ 2,796,188 35,127,819 5,636,747 3,712,237 1,697,9i 4 7,961,726 3,060,752 14,878,796 246,370 180,683 49,802 758,099 147,781,285 $ ' 7,630,833 $ ., 11,516~013 NOTE F - SHORT-TERM BANK LOANS AND FINANCING ARRANGEMENTS · Short-term loans bear interest at fluctuating rates based on the ava/lability of money to the lender. The loans are fully collateralized by marketable securities that had a tn ark:et value of approximately $171,000,000 at December 31, 2002. ' NOTE G - PROFIT SHARING PLAN The Company has a profit sharing plan, which provides eligibility for all fulltime employees with one year of service: Annual contributions to the plan are determined by resolution of the board of directors. NOTE H - SUBORD/NATED BORROWINGS As of December 31, 2002, the outstanding borrowings under subordinated loan agreements were $$,299,013. Interest payable is accrued on the outstanding balance at 'able rates based on the National Prime Rate of interest for corporate loans. As of December 31, 2002, interest rates 'on these borrowings ranged from 4.25% to J%. The subordinal~d borrowings ate scheduled to mature in 2003. NOTE 1. FAIR VALUE OF FINANCIAL INSTRUMENTS 4 ] 7 ] . The Compml3/s securities owned and securities sold, not yet purchased are carried at market or'fair value. Other financial instruments (including repurchase and resell agreements, securities borrowed, receivables and payables, and short-term bank loans) ~re recorded at contracted amounts which approximate fair value, as such assets and liabilities arc short-term in nature, bear interest at current market ra~es, or am subiect to renricino NOTES TO FINANCIAL STATEMENT (AUDITED) NOTE J - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Company uses derivative financial instruments in the normal course of its business to manage market risks associated with proprietary trading positions o contractual commitments. The derivative financial instruments used by the Company include futures, and Options, the values of which are based upon an underlyinl se~arity.or index, and generally represent commitments or rights to purchase or sell fixed income financial instruments at a futur~ date for a specific price. Thes~ ebntracfs expose the Company to off-balance sheet risk in the event that changes in futures or options prices do not closely correlate With changes in inventory --'~ As of December 31, 2002, the notional amounts of financial futures and options contracts held for risk management purposes (commitments to sell U.S. Treasu, j note: · .~ and bonds) were $2,500,000. This total, which is not recorded in the statement of financial condition, indicates the volume ofth~ Company's activity and should not be · ~ interpreted as a measure of actual market risk. The Company does not apply hedge accounting as defined in Statement of Financial Accounting Standards (SFAS) No. 133 Accounting for Derivative Instruments and Hedging Activities, as all financial instruments are marked to market, with changes in fair values reflected in earnings. · .? Therefore, the disclosures required by SFAS No. 133 are generally not applicable with respect to this statement of financial condition. The Company also enters into transactions involving government agency mortgage-backed to-be-announced securities CTBAs) and securities purchased and sold on a when-issued basis and enters into underwriting commitments. As of December 31, 2002, the Company had entered into TBA transactions with various counterparties for which the underlying contract amounts totaled $300,364,000 (purchaSe commitments) and $282,308,000 (sales commitments). Because the Company generally enters into offsetting purchaSe and sale commitments in 'I'BAs, market risk, which is the potential for loss due to changes in interest rates or other factors that may result in a change in the market value of the underlying financial instruments, is not generally significant for these transactions. The Company's exposure to credit risk exists due to the possibility that a counterpany to a transaction might fail to perform under its contractual commitment, resulting in the Company incurring losses.'As of December 31, 2002, unsecured receivables fi.om counterparties totaled $4,862,000. The Company mor/itors the creditworthiness of customers with which it transacts business in TBAs. The Company's primary activities involve the execution, settlement and financing of various securities transactions. These activities may expose the Company to off- balance sheet credit and market risks in the event the customer or counterparty is unable to fulfill its contractual obligations,' in which caSe the Company would have to sell or purchaSe the securities at prevailing market prices. Such risks may be increased by volatile trading markets. As a part of its normal activities, the Company sells securities not yet purchased (short sales) for its own account. The establishment of short positions exposes the Company to off-balance sheet risk in the event prices increase, as the Company may be obligated to acquire securities at prevailing market prices, which may exceed the amounts recognized in the statement of'financial condition. The Company borrows or lends money through security transactions subject to repurchase or resell agreements. The marke~ value of securities to be repurchased or resold is monitored, and additional collateral is requested where appropriate. The Company takes physical possession of securities purchased under agreements to resell. Resell agreements may expose the Company to off-balance sheet risk in the event such borrowers do not repay the loans and the value of collateral held is less than that of the underlying receivable. Repurchase agreements may expose the Company to off-balance sheet risk, as the Company may be obligated to acquire securities at a price greater than the recorded liability. ' NOTE K - CONCENTRATIONS OF CREDIT RISK TM'Company conducts business with a diverse group of broker-dealers, institutional investors, and individual investors that are located throughout the United States. The Company's exposure to credit risk associated with the nonperformance of these customers in fulfilling their contractual obligations pursuant to securities transactions can be directly impacted by volatile or illiquid trading markets, which may impair the ability of customers to satisfy their oblig~i0ns to the Company Included in receivables from customers as of December 31, 2002 is $14,179;000 due fi.om one customer for funds advanced on margin This amount is secured by fixed income securities with a market value of approximately $27,628,000. Banking activities are conducted with commercial banks located in New York and Florida. From time to time, cash balances at these banks may exceed the amount ins~ed by the Federal Deposit Insurance Corporation. NOTE L - coMMITMENTS AND CONTINGENCIES in the normal course of business, the Company purchases and sells securities on a when, as, and if issued basis and enters into underwriting commitments. Transactions relating to such underwriting commitments that were open at December 31, 2002, and were subsequently settled, had no material effect on the statement of financial condition as of that date. The Company is committed under noncancellable lease agreements for office space with remaining terms of one to four years. Terms of the agreements provide for general increases based on inflation adjustment factors. Future minimum rental commitments, by year and in the aggregate, are as follows: 2003 2004 2005 2006 Total $1,052,000 $719,000 $562,000 $346,000 $2,679,000 NOTE 1~ - NET CAPITAL REQUIREMENT The Company is subject to the net capital requirement of Rule 15c3-1 of the Securities and Exchange Commission, which requires the maintenance of minimum net capital levels and requires that agg~gate indebtedness, as defined by the Rule, shall not exceed 1500% of net capital as defined. At December 31, 2002, net Capital was $28,344,129; required net capital was $1,553,465; and aggregate indebtedness was approximately 82% of net capital. NOTE N - RELATED PARTY TRANSACTIONS The Company serVes as investment advisor, distributor, and transfer agent for The Hough Group of' FUnds (the Funds). The Funds include The Florida TaxFree Money Ma..-ket Fund and The Florida TaxFree ShortTerm Fund. The Company is reducing tees to which it would be entitled, and in addition, is limiting the'operating expenses of the Funds to the extent that they exceed .50% (increaSed from .40% effective September 'I, 2002) of the Funds' average daily net aSsets. Effective October 3I, 2002, through mutual agreement with Republic Bank (Republic), the Company discontinued its bank retail sales program. The program, which had been in place for several years, involved the offering of securities products for sale by the Company's representatives within Republic's branch locations throughout Florida. The Company also executes securities transactions for the account of Republic. Republic is related through common Ownership by the Company's largest shareholder. Receivables from non-customers represent amounts due fi.om shareholders and an affiliated company for funds advanced in margin accounts. Amounts receivable ~ corresponding market values of securities held in non-customer margin accounts were 54,565,012 and $28 704,000, respectively, aS of December 31, 2002. NOTE O. REPORTING REQUIREMENTS 4172 This statetnent of financial condition has been prepared in accordance with Rule 17a-5 of the Securities an~l Exchange Commission, and has been filed with the regional office of the Securities and Exchange Commission in Miami, Florida. Additional copies of this document are available for exarninafinn at th~ ~t l:l,~ta~eeK ..... e"~o, ~f WILLIAM R. HOUOH & CO: Investments Since 1 962 SALES OFFICE LOCATIONS MAJYq OFFICE ST. PETERSBURG 100 Second Avenue South, Suite 800 'St. Petersburg, Florida 33701-4337 (727) 823-8100 BATON ROUGE 2900 West Fork. Drive, Suite 200 Baton Rouge, Louisiana 70827-0004 (225) 298-1285 CHARLESTON 211 King Street, Suite 100 Charleston, South Carolina 29401-3201 (843) 727-8245 DALLAS 14901 Quorum Drive, Suite 425 Dallas, Texas 75254-6~63 (972) 239-2330 · JACKSONVILLE One Independent Drive, Suite 3204 JacksonVille, Florida. 32202-5060 (904) 355~6691 80 Southwest 8m Street, Suite 2520 Miami, Florida 33130-3036 (305) 423-6800 NAPLES 500 Fifth Avenue South, Suite 509 Naples, Florida 34102-6615 (239) 649-1198 ORLANDO 225 East Robinson Street, Suite 465 Orlando, Florida 32801-4322 (407) 422-5161 PALM BEACH GARDENS 4400 PGA Boulevard, Suite 501 Palm Beach Gardens, Florida'33410.6558 (56i) 691-5300 William R. Hough & Co. professionals are also available ~o serve the )%ancing nee& Of municipal and corporate issuers of securities at the following additional locations: Austin, TX, Baltimore, MD, Boca Raton, FL, Cincinnati, OH, Olendale, AZ Visit os on the internee att J~vw.l~ou~,h.¢orn 4173 Member: NASD/SIPC ' g .E .< -Z Z lJJil'liam B. ~ouAh & ~: Investments Since 1962/Men~: AUDITED STATEMENT OF FINANCIAL CONDiTiON December 31, 2000 100 Second Avenue Southl Suite 800 St. Petersburg, FL .53701 727 / 895-8880 4178 4179 REPORT OF INDEPENDEqqT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders Will/am R. Hough &.Co. we have aud/ted the accompanying statement of financial condition William R. Hough & Co. as of December 31, 2000. The statement financial condition is the responsibility of the Company's managnmen; Our responsibility is to express an opinion on the statement based ol our audit. · We conducted our audit in accordance with generally accepted auditin~ standards. Those standards requi~;c that we plan and perform the audi~ to · · obtain reasonable assurance about Whether the'statement of financial eondmon ts free of material, misstatement An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial ~tatement. An audit also includes 'assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation, we believe that our audit provides a reasonable basis for our opinion. In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position °fWilli~n R. Hough & Co. at December 3 I, 2000, in conformity with generally accepted accounting principles. St. Petersburg, Florida February 9, 2001 · : .} STATEMENT OF FINANCIAL CONDITION l lliam 1t. Hough 8, December 31,2000 ASSETS Cash segregated for the exclusive benefit of customers ..................................... ; ..... Receivable from brokers and dealers ....................... Receivable from customers ..................................... Receivable from non-customers .............................. Deposits for securities borrowed ............................ Securities inventbry, at market value ...................... AccrUed interest and dividends receivable Investment securities, at market value .................... Clearing fund and good faith deposits ..................... Furniture, .equipment, and leasehold improve- ments (net of accumulated depreciation and amortization of $3,541,833) ......................... Other assets ........................................................... 332,142 800,000 330,736 5,203,229 9,955,876 2,488,550 14,668,435 1,385,806 13,898,750 995,565 1,223,402 I~378~384 $ I52,660,875 LIABILITIES AND SHAREHOLDERS' EQUITY LIAB/LITIES Short-term bank loans ........................................... $ Payable to brokers and dealers...; ...................... Payable to customers ' Securities sold, not yet purchased, at market value .................................................. Accounts payable, accrued expenses, md other liabilities ............................................. Dividends payable ................................................ 103~648,574. 2,394,525 762,049 2,471,248 6,062,719 I ~790~000 117,129,115 SUBORD/NATED BORROWINGS .................... 2,008,353 SHAREHOLDERS' EQUITY Common stock, par value $.01 per share, authorized 75,000 shares; issued and out.~anding 7,010 shares .................................... Additional paid-in capital ..................................... Retained earnings .................................................. 70 10,250,606 23,272,73 l 33,523,407 See note~ to finaneiaI statement. $ 152~660~875 NOTES TO FINANCIAL STATEMENT UJilliam Houo3 & December 31,2000 NOTE A -- SIGNIFICANT ACCOUNTING POLICIES William R. Hough & Co. (the "Company") is a securities broker-dealer registered with the Securities aO.d Exchange Commission and the National Asso- ciation of Securities Dealers, Inc. Securities Transactions: Securities transactions and related commis- sion expense are recorded on a settlement date basiS, Which is generally the third business day following the transaction date. Recording transactions on a trade date basis would not result in a material difference in this statement of financial condition. Securities owned and securities sold, not yet pur- chased, are valued at market, with the resulting net unrealized gains and losses reflected in earnings of the current period. Repurchase and Resell Agreements: Securities purchased under agree- ments to resell (reverse repos) and securities sold under agreements to repurchase (repos) are accounted for as collateralized financings, as agree- ments generally provide the repo seller with the right to substitute securities. or terminate the transaction on short notice. The agreements are collat- eralized Principally by U.S. government and government agency securities, generally have terms ranging from overnight to 30 days, and are carried at the amounts for which the securities wilt be resold or reacquired, plus accrued interest, as specified in the respective agreements. Deposits for Securities Borrowed. Deposits .for securities borrowed are recorded at the amount of cash collateral advanced. Securities borrowed transac- tions require the Company to deposit'cash with the lender, which is genera/ly ~ of the market value of the borrowed securities, subject to daily repricing. Company monitors the market value of securities borrowed, and requests a refund or deposits additional cash, as necessary. Furniture, £quipment, and Leasehold Improvements: Furniture, equipment, and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation is computed using accelerated methods over the estimated useful lives of furniture and equipment which range from 3 to 7 years. Leasehold improvements are amortized over 31.5 years. Use of F~tlrnat~: The preparation of the Company's statement' of financial condition in conformity with generally accepted accounting prin- ciples requires management to make estimates and assumptions that affect the amounts reported in this financial statement and accompanying notes. Actual results could differ from those estimates. Income Taxes: The Company has elected, pursuant to the Internal Revenue Code, to be an "S" corporation for federal income tax purposes. Consequently, i~ is not subject to federal or Florida state income taxes, as the Company's income is reported by its shareholders for income tax purposes. The Company is subject to state income taxes in several states where it conducts busineas~ but amounts payable are not material to this statement of financial condition. NOTE B -- CASH SEGREGATED FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS As of December 31, 2000, the Company had $$00,000 in cash segre- gated in a special reserve bank account "for the exclusive benefit of custom- ers" pursuant to Rule 15c3-3 of the Securities and Exchange Commission. -- 4180 ;'3 NOTE C -- RECEIVABLE FROM AND PAYABLE TO BROKERS AND DEALERS Receivable from and payable to brpkcrs and dealers include amounts due from/to clearing organizations and for'securities sold to and purchased from other broker/dealers which were not delivered or received on settlement date. NOTE D -- RECEIVABLE FROM ,4aND PAYABLE TO CUSTOMERS Receivable from and payable to customers include amounts due on cash and margin tra. n~actions. Securities owned by customers are held as collateral for receivables. Such collateral is not 'reflected in the statement of financial condition. ' NOTE E -- SECURITIES OWNED AND SECURITIES SOLD, NOT YET PURCHASED The components of securities owned and securities sold, not yet pur- chased are as follows: SECURITIES INVENTORY State, county, and municipal bonds United States government and agegcy obligations Corporate stock Unit investment trusts Corporate debt obligations Other securities Total Securities Inventory INVESTMENT SECURITIES Corporate stock - marketable Municipal bonds -' marketable Other securities, nonmarketable Total Investment Securities Sold, Not Owned .. Yet Purchased 87,263,310 $ 15,836,928 5,652,694 2,478,067 3.422,890 I4,546 2,471,248 11.4,668,435 $ 2,471,248 7,892,556 3,258,577 2r747~617 ._~ 13,898,750 NOTE. F- SHORT-TERM BANK LOANS AND FINANCING ARRANGEMENTS Short-term bank loans'bear interest at fluctuating rates besed on the availability of money to the lander. The loans are fully co!lateralized by marketable securities that had a market value of approximately $135,000,000 at December 31, 2000. ' NOTE G -- PROFIT SHARING PLAN The Company has a .profit sharing plan which provides eligibility for a/l full-time employees with one year of service. Annual contributions to the plan are determined by resolution of the board of directors. NOTE H -- SUBORDINATED BORROWINGS As of December 31, 2000, the outstanding borrowings under subor- dinated loan agreements were $2,008,353. Interest payable .is accrued on the outstanding balance at two Percent over the National Prime Rate of interest for corporate loans. As of December 31, 2000, the interest rate on these borrowings was 11.5%. The subordinated borrowings will be p'aid ai follows: 2001 $ 1,261,738 2002 2003 602,506 144,109 Total $ 2,008,353 NOTE I- FAIR VALUE OF FINANCIAL INSTRUMENTS The ComPany's securities owned and securities sold, not yet purch. are carried at market or fair value. Other financial instruments (inclu repurchase and resell agreements, securities borrowed, receivables and paya and short-term bank loans) are recorded at contracted amounts approximate fair value, as such assets and liabilities are short-term in bear interest at current market rates, or are subject to repricing, with exception of subordinated borrowings, for which the fair value was appt merely $2,121,000 at December 31, 2000. NOTE J -- FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Company uses derivative financial instruments in the non course Of its business to manage: market risks associated with pr°priet trading positions or contractual commitments. The derivative financ instruments used by the Company inciude futures and options, the val of which are based upon an underlying security or index, and genera represent commitments or rights to purchase or sell fixed 'income tim cial instruments at a future date for a specific price. These contra( expose the Company to off-balance sheet risk in the event that changes futures or options prices do not closely correlate with changes in inve tory prices. As of December 31, 2000, the notional amount of financ: futures and options contracts held for risk management purposes (cot mitments to sell U.S. Treasury notes and bonds) was $2,000,000. Th total, which is nOt recorded in the statement of financial condition, ind cares the volume of the.Company's activity and should not be interpretc as a measure of actual mariner risk. Market values of these financit instruments at December 31, 2000, and the average fair values of future and options contracts throughout 2000 'are not material to this statemez of financial 'condition. The Company also enters into transactions involving governme£ agency mortgage-backed to-be-announced securities CTBAs) and securi ties purchased and sold on a wben-issued basis and enters into Underwritinl commitments. As of December 31, 2000, the Company had entered TBA transactions with various counterparties for which the underlyin! contract amounts totaled $100,000,000 (purchase commitments) ant $98,000,000 (sales commitments). Because the Company generally ea. ters into offsetting purchase and sale commitments in TBAs, market risk, which is the potential for loss due to changes in interest rates or other factors that may ~esult in a change in the market value of the underlying financial instruments, is generally not significant for these transactions. The Company's exposure' to credit risk exists due to the possibility that a counterparty to a transaction might fall to perform under its. contractual commitment, resulting in the Company incurring losses. As of December 31, 2000, the amount of unsecured receivables from counterparties was approximately. $850,000. The Company monitors the creditworthiness of customers with which it transacts business in TBAs. The Company's primary activities involve the execution, settle- ment, and financing .of various securities transactions. These activities may expose the Company to off-balance sheet credit and market risks' in the event the customer or counterparty is unable to fulfill its contractual obligations, in which case the Company would have to sell or purchaSe the securities at prevailing market prices. Such rlsks may be increased by volatile trading markets. As a part of its normal activities, the Company sells securities not yet purchased (short sales) for its own account. The establishment Of short positions exposes the Company to off-balance she.et risk in the event prices increase, as the Company may be obligated to acquire securi- ties at prevallirig market prices, which may exd'eed the amounts re'cog- nized in the statement of financial condition.. 4181 NOTE $ -- FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (continued) The Company borrows or lends money through security transactions subject to repurchase or resell agreements. The market value of securities to bc repurchased or resold is monitored, and additional collateral is quested where appropriate. The Company takes physical possession of securities purchased under agreements to resell. Rcsel! agreements may expose the Company to off-balance sheet risk in the event such borrowers do nqt repay the loans and the value of collateral held is less than that of the underlying receivable. Repurchase agreements may expose the Com- pany to off-balance sheet risk, as the Company may be obligated to acquire securities at a price greater than the recorded liability. NOTE K -- CONCENTRATIONS OF CREDIT RISK The Company conducts business with a diverse group of broker/deal- ers, institutional !nvestors, and individual investors that are located through- out the United States. The Company's exposure to credit risk associated with the nonperformance of these customers in fulfilling their contractual obligations pursuant to securities transactions can be directly impacted by volatile' or illiquid trading markets which may impair the ability of custom- ers to satisfy their obligations to the Company. Banking activities are conducted with commercial banks located in New York and Florida. From time to time~ cash balances at these banks may exceed the amount insured by the Federal Deposit Insurance Corpora- tion. NOTE L -- COMMITMENTS AND CONTINGENCIES In the normal course of business,, the Company purchases and sells securities on 'a when, az, 'and if issued basis and enters into underwriting commi'tments~ Transactions relating to such under'writing commitments that were open at December 31, 2000, and weresubsequently settled, had no material effect on thc statement of financial condition. The Company is committed under noncancellable lease agreements for office space with remaining terms of one to four years. Terms of the agreements provide for general increases based On inflation adjustment 'factors. Future minimum rental commitments, by year and in the aggre- gate, are az follows: 2001 $ 700,000 2002 264,000 2003 205,000 2004 47~000 1,2167000 NOTE M-- NET CAPITAL REQUIREMENT The Company is subject to the net capital'requirement of Rule 15c3- 1 of the Securities and Exchange Commission, which requires the mainten~ce of minimum net capital levels and requires that aggregate indebtedness, as defined by the Rule, shall not exceed 1500% of net capital as defined. At December 31, 2000, net capital was S21,281,161, required net capital was ~I,I 34,330, and aggregate indebtedness was approximately 8.0% of net capits/. NOTE N -- SUBSCRIPTION DEPOSIT In December 2000, the Company deposited $2,$00,006 as a subscrip- tion deposit for common stock and warrants of the NASDAQ Stock Market, Inc. The deposit is included in other nonmarketable investment securities (NOTE E).' Certificates for the shares and Warrants were issued to the Company on January I g, 200L The warrants entitle the Company to purchase additional shares of common stock over the next six years at exercise prices ranging from $13 to $16. NOTE O -- RELATED PARTY TRANSACTIONS The Comp.any serves as investment advisor, distributor, and transfer ' agent for The Hough Group of FUnds (the "Funds"). The Funds include The Florida TaxFree Money Market Fund and Thc Florida TaxFree ShortTerm Fund. Thc Company is reducing fees to which it would be entitled, and in addition, is limiting the operating expenses of the Funds to the extent that they exceed .40% of thc Funds' average daily net assets. Through an agreement with Republic Bank ("Republic"), thc Com- pany's representatives offer securities prOducts for sale within Republic's branch locations throughou.t Florida. Republic is related thrOugh common ownership by the Company's largest shareholder. In thc normal course of business, the Company also enters into securities transactions with Repub- lic. As of December 31, 200(~, the Company had no Outstanding transac- tions with Republic. Amounts reported 'in the statement of financial condition as of December 31, 2000 include $717,33:5 payable to shareholders for Com- pany stock re.deemed in 2000. Receivables from non-customers .represent amounts duc from share- holders and an affiliated company for funds advanced in margin accounts. Amounts receivable and corresponding market values of securities held in non-customer margin accounts were $9,955,876 and $19,000 respectively, as of December 31, 2000. NOTE P -- REPORTING REQUIREMENTS Thc Company is subject to the repotting requirements of Rule 17a-5 of the Securities and Exchange CommiSSion, which requires that certain brokers and dealers file with the Securities and Exchange Commission annual audited statements of financial condition. The Company has met these requirements by filing an audited stagment of financial condition as of December 31, 2000. A copy of the statement of financial condition filed pursuant to Rule 17a-5 is available for examination at the St. Peters- burg office of the company and in the regional office of the Securities and Exchange Commission in Miami, Florida. 4182 William ]']ou h & Co.' ST. P£TER.$BU~C, FLOR. IDA 100 Secor,d Avenue Soud~, Sl~ite 800 St. Petersburg, FL $$701 (727) 823-8100 or 'Toll Free (800) 800-0001 BR. ANCH OFFICE LOCATIONS BALTIMOR. E .15.15 Elfice~tMill$ D~, Sui,,- 10l B~th,~.e, MaTlaM 210~3-.45.H BOCA ILATON NoM~ F~ ~"aJ Higlrwa)~ Suite 403 ToJJ F~ (8~} 37] -2~4 BOSTON 124 Mt. Auburn S ~'eet, Suite 220 C:ambri(!ge, M"-~acl,usetm 02138 DALLAS HOUSTON 10800 lllip~r~aJ VaJl~,, Suite 300 Hoi~s~on, Tex~s ]AC~KSONVILLE J~n~ll~ ~%fida Toll F~ (~) ~7-I~ NAPLES 500 Hfd~AvenUe Soudt, Sui,,' 50 i NapJe~, Horlda .54102-C.-015 Toll Fr~ (888) ,536-7,10g OP,-LANDO 225 Eazi P~bimm: Su~., Suite 465 ~ndm~.C;enmr fl PALM B~CH 'GA~DENS P~m B~C~ Rofida 3341~05~ Re~ Retail offce~ also located in ' bec Batik Brancl~i throughout Flarida. 4183 ATTACHMENT 4 NONCOLLUSION AFFIDAVIT OF THE PROPOSER State of Florida .) P i'nel las ) County of. Andrew Mathes says that: , being first duly sworn, deposes and lam the Vice President. of PROPOSER (Title) that has submitted the attached RFQ: William R. Hough & CO. THE (Name of Corporation or Business Entity) I am fully informed respecting the preparation and contents of the attached RFQ and of all pertinent circumstances respecting such RFQ. Said RFQ is genuine and is not a collUsive or sham RFQ. Further, the said THE 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 'Firm or person to submit a collusive or sham RFQ in connection with the Contract for which.the attached RFQ has. been submitted or to refrain from proposing in connection with such Contract, or Has in any manner, directly or indirectly, sought by agreement or collusion or-communications or conference with any other firm or person to fix the pdce or prices in the attached RFQ or to fix any overhead, profit or cost element' of the RFQ price or the RFQ price of any other Firm, or to secure through any collusion, conspiracy, connivance or. unlawful agreement any advantage against the Community .Redevelopment Agency (CRA) or anyperson interested in the proposed Contract. The qualifications quoted in the attached RFQ 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· .(Signed) (Title). Vice President Subscribed and sworn to before me This ~ day of ~¢~,¢../o-~ .,20 C;, % My commission expires ~'"'t ~ -© ~' 418~ THIS PAGE TO BE SUBMITTED ALONG WITH RFQ IN ORDER FOR PACKAGE TO BF ~kl.c~lr~l=R~'l~ mm~,~c~ =-r,- ^ ,.,,-., ^ ,-.,.,,-,,.,- .... AI-FACHMENT 5 ANTI-KICKBACK AFFIDAVIT STATE OF FLORIDA ) ' SS COUNTY OF-F~--bM-BE~gH I, the undersigned hereby duly sworn, depose and say that no portion of the sum herein proposed will be paid to any employees of the Boynton Beach CRA as a commission, kickback, reward of gift, directly or indirectly by me or any member of my firm or by an officer of the corporation. Sworn and subscribed before roe. this' ~ '~' day of ~e.¢.:~ ,4--2003 o By: NAME - S~GNATURE NOTARY PUBLIC, State of Florida at Large "OFFICIAL NOTARY SEAL" STAMP Printed Information: --Andrew Math.es NAME. Vice President TITLE Wil'liam R. Hough & Co. COMPANY 4185 THIS PAGE TO BE SUBMITTED ALONG WITH RFQ IN ORDER FOR PACKAGE TO BE CONSIDERED ~t~MPl I='r'l=:.Al~l~ z~r',,",=r~'r.^ ~, ~- ATTACHMENT 1 THE PROPOSER ACKNOWLEDGEMENT Submit RFQs To: Susan Vielhauer, Controller Boynton Beach, Community Redevelopment Agency (CRA) 639 E. Ocean Ave. Suite 107 Boynton Beach, FI 33435 Mailing Date: Tuesda7, September 30, 2003 RFQ Title: CRA RFQ No 2003-4 FOR FINANCIAL ADVISORY SERVICES RFQ Number: CRA RFQ N°. 2003-4 Financial Advisor ServiCes RFQ Received By: October 1, 2003 NO LATER THAN 2:30 P.'M. (EASTERN DAY LIGHT SAVINGS TIME) RFQ Date and Time Received: R.FQ's will be opened in the CRA Office unless specified otherwise. Deadline for receiving this RFQ is scheduled for: October 1, 2003 no later than 2:30 P.M. (eastern day light savings time) and may not be withdrawn FOR ninety (90) days after such date and time. All awards made as a result of this RFQ shall conform to applicable 3olicies of the CRA and the requirement of state law. Name of Vendor: William R. Hough & Co. Corporation / Business Entity Name and Form of: Corporation Area TelePhone Code: 727 Number: 895-8800 Mailing Address: 100 - 2nd Avenue South,.Suite 800 St. Petersburg, FL 33701 City/State/Zip: Vendor Mailing Date: 9 / 30 / 03 "'..'I,~'~:,.%, ,,'y7¢~ .'~ / , Authorizdd Signature Andrew Mathes Name Typed . This page to be submitted along with the RFQ in order for package to be considered complete and acceptable 13 4186 "t -.% I1=_~. ~ ~ o/ 0 0 ~/.~ ~ 4187 ATTACHMENT 3 STATEMENT OF THE PROPOSER QUALIFICATIONS The PROPOSER.submitting the RFQ shall prepare and submit the data requested in the following schedule of information. This data must be included in and made part of each RFQ document. Failure to comply with this instruction may be regarded as justification for rejecting the RFQ. * Attach additional sheets giving the information Name of THE PROPOSER: William R. Hough & Co. Business Address: 100 - 2nd Avenue South~ Suite 800 St. Petersburg, FL 33'701 When Organized: 1 9 6 2 Wherelncorporated: St. Petersburg, FL How many4?ars have you been engaged in business under the present firm name? Contracts on hand: *G ROSS AMOUNT: *(Each .Contract) N 0 N £ Have you ever failed to complete any work awarded to you? If so, where and why? N E V E R 10, 11, 1;', Have you ever defaulted on a contract? If so, where and why? * N E V E R Experience in performance of work similar to this project, * See Sections 1, 4 and 5 of the proposal. Background and experience of principal members of your personnel, including officers.* See Section.~5 A of' this proposal Credit Background Check. (If requested) 4188 THIS PAGE MUST BE SUBMITTED ALONG WITH RFQ IN ORDER FOR PACKAGE TO BE CONSIDERED COMPLETE AND ACCEPTABLE "i List all lawsuits (related to similar project(s)) to which you have been a party and Which: * 14. arose from performance: * occurred within the last 4 yearS: * C. provide case number and style. * See Bel ow Financial statement. (if requested). * Dated on: this ~.fi'i"day of _ (writtedL'~ignature) Name (Printed or typed) Andrew Mathes Title Vice President Case No, 99-847-CA Dwight Brock, as Clerk of the Circuit Court of Collier County, a political subdivision of the state of Florida on behalf of Collier County and all other similarly situated, Plaintiff, V o William R. Hough & Co., Raymond 3ames & Associates 3ohn Doe and John Doe Corporation, Defendants ' 4189 THIS'PAGE MUST BE suBMiTTED ALONG WITH RFQ IN ORDER FOR PACKAGE' TO BE CONSIDERED COMPLETE AND ACCEPTABLE Memorandum To: CRA Board of Directors From: Annette Gray Date: November 12, 2003 Re: Events Funding Request During the budgeting process, the event descriptions below were presented to the Board along with proposed amounts to be contributed by the CRA. Based on Board direction,. Staff has worked earnestly to develop strategic allianCes and sponsorship partners to first maximize CRA-Funds and second to work towards having the events become self sufficient. Staff is bringing these two events to you at this time in the form of a request to release the proposed funds. The requested amount for the Boynton Beach Multi-Cultural Winter Carnival is $7,500. The Requested amount for the Heritage Festival is $7,500. Note that Sponsorship funds and in-kind sponsorships now out weigh the financial contribution of the CRA. A proposed budget for each event has been attached. The Season of Peace Multi-Cultural Winter Carnival December 6th 2003 Proposed to be held on Ocean Avenue. This will be a one-day event designed to provide continuity Jn the Holiday events that are offered in the City and direct some of that pedestrian traffic to the Ocean BuSiness district. The event is a partnership between the CRA and Boynton Ocean District Association. This holiday themed carnival celebrates the diversity in culture that exist in the Boynton Beach and the neighboring cities. The elements of the event, specifically the International Market Place, season of Peace, Talent Show Case and the Snow VOlley Ball Tournament, have been designed 4190 '~o appeal to families that celebrate Kwanzaa, Christmas and Hanukah and increase attendance by attracting families and friends to support the competitors. Additionally, the event is designed to support retailer's efforts and continue to build "Downtown" as a visible festival area. The event will be coordinated with several other City events including the Holiday Parade on Federal Highway. The events will strongly bring the Holidays back to Downtown, the heart of the community. Heritage Festival February 2004 This month long event held in the MLK Area has been striving for twenty-two years "to provide celebration that motivates, empowers and informs the public of the ties that bind the community together through the enjoyment of the arts and education." Participation this year by the CRA will be in the form of monetary sponsorship. The elements of the event will take place throughout the city for example the Library, the Women's Club Heritage Center and MLK. The purpose of the Event on MLK is to first bring new people into the Heart of Boynton to celebrate its ethnic diversity. The second goal is to build pride in the ethnic Hedtage and encourage investment in talent, education, business and property. the area, which reflects and sustains economic activities. people spend money at encourages revisits and businesses. Third is to. build an image for Bringing an event to MLK that continued spending in area Currently, the event operates at a loss. It is the goal of the partnership to add enhancements to the event that will increase attendance, create entertainment that the public will endorse with a small monetary Contribution (entrance fee), transition current youth recognition programs into Scholarship Programs and attract sponsorship dollars. The CRA has leveraged our proposed $7,500 for the Winter Carnival with $17,820 in outside money and in-kind and our $7,500 for Heritage Festival to date $75,000 in outside money and in-kind. Both events have a growing private sector and volunteer base. 4191 4192 ..The' Palm Beach Post 2751 SOUTH DIXIE HIGHWAY P,O. 8OX 24700, WEST PALM 8EACH, FL 33416-4700 SePtember 24, 2003 Ms. Annette Gray" Administrative Assistant Boynton Beach CRA 639 East Ocean Avenue, Suite 107 BoyntonBeach, FL 33435 Dear .Annette: COMMUNITY RELATIONS (561) 820-4244 (561) 837-8412 Fax + Thank you for/nv:iting The Palm Beach Post to sponsor T~.~tts~n~~Multi Cultural Carnival which will take place on saturday, December 6, 2003 on Ocean Avenue in downtown Boynton Beach.' We are happy to partner with you to maximize your marketing efforts. The Palm Beach Post will support The Season of Peace Multi Cultural Carnival (event) with an approximate value of $14,000 to include: . + Advertising space to include a minimum of (6) ¼ page ads (5 ~A" wide x 11" deep). The ads will be circulated ia our Neighborhood POst Section, south zone and full-nm of the newspaper, to promote the event and ' ' ' · zt s sponsors. Design all of the ads with the event having final approval. We.ask that you keep the maximum number oflogos to six plus 'The Palm Beach Post's logo. Please provide the logos and information for the ads (3) weeks pr/or to the first nm date. ' · F To Promote the event, The creation, design and printing of the following: · 400 - 2 color 8 ½ "x 11" flyers · 200 - 2 color 11" x 17" posters $1',000 cash contribution to benefit The citY of Boynton Beach's CRA. Please send invoice Inclusion on PalrnBeachPost.com web site, with event information. In exchange, The Palm Beach Post will receive these benefits from The.Season of Peace Multi Cultural Carnival: - q. Exclusive print and electronic media sponsorship of The Season of Peace M,ulti Cultural Cam/val and identification as "The Official Newspaper and Online Sponsor. Cross promotion and logo inclusion of The Palm Beach Post in all radi°, television, online, cable and print advertisements and all Other pre and post event marketing initiatives. The Post'~ logo included on ali printed materials (-including newsletters, flyers, brochures, registration forms, posters, wekSite, t-shirts, etc.) promoting your event. Two Post banners (or more) will be placed in high visibility areas, we prefer to have our bare,er placed'on the main entertainment Stage, and the. festival entrance. 4193 Boynton Beach CRA September 24, 2003 Page 2 " + Hospitality Area and parking passes if apphoable. q- A 10' X 10' display space in a high traffic area for our circulation sales to solicit subscriptions. Booth equipment to be provided by thc event. · I. First right to continue exclusive print and online media sponsorship in 2004. Thank you again and please let me know if you haVe any concerns or questions. We. Wish you great success this year and appreciate the opportunity to work together. Please sign both original documents and return one to me by mid-October. Sincerely, Special Events Coordinator Ka~kyj ' Community Relations Manager cc: Gale Howden AGREED TO BY: E~gla~ Hutc-~inson, Boynton Beach CRA Date Kathy Sha~~,~~~~e!afions r te / 4194 BOYNTON BEACH ~ MULTI-CULTURAL or Garmiwaf Saturday ~ December 6th Celebrate Hanukah Kwanzaa & Christmas Downtown Boynton Beach Fun for all ages Ocean and Federal Highway Boynton Beach 2:00 -11:00 PM ~'roo Ac~J~J ssJoTt Thrilling Carnival Rides ~ Ice-skating Battle of the Band Competition Snow Volleyball Competition International Marketplace featuring a variety of food and crafts Show your community support by bringing an unwrapped toy for Adopt a Family Charity For Information, Call 561-737-3256 Presented by Boynton Beach Community Redevelopment Agency and Boynton Ocean District Association Wdner & Aronson, P.A. PalmBeachPost.com Heritage Festival, Vision Statement: To develop a sense of community where children and adults of all ethnic backgrounds work, play and celebrate as one. Heritage Festival, Mission Statement: "To provide a celebration of Culture that motivates, empowers and informs the public of the ties that bind our community together through the enjoyment of the arts, education and pride in African-American accomplishments and heritage." Location: Boynton Beach Projected Attendance A) Number: 20,000 B) Demographics: Families, multiple ages and cultural heritage Event Schedule Date: February 2004 Week 1 February 6th 7th & 8th Coronation Scholarship Event Story Hour Essay, Oratory and Spelling Bee Contest Week 2 February 13th 14t~ & 15th Female Basketball Tournament Youth Soccer Family Night Week 3 February 20th 21st & 22nd Art, Science Fair Youth Basketball Tournament Youth Recognition Reception Week 4 February 27th 28th & 29th Male Basketball Tournament Carnival Caribbean Celebration Parade Old School Dance Party Gospel Explosion Art Explosion (Fashion Show print mediums, spoken word) 4196 Women's Club City Library City Library Hester Center Hester Center Bowling Alley Boynton Beach Mall Hester Center Local Hotel Hester Center HesterCenter Seacrest/MLK Seacrest Hester Center Hester Center Hester Center February 8th February 7th February 7th February 14th February 14th February 13th February 21 st February 20th/21st February 22nd February 27th 28th . February 27th28th 29th February 27th February 28th February 28th February 29th February 29th LO LO 0 0 0 CD 0 O~ 0 0 CD CD CD (30 Oq CD ° ° ~: "3 ,- ,__. o x o ~ ~ > ~ o 4198 c,C! C~ 0 ~ ' ,iC /DO j c~ o 4199 4200 4201 . BOYNTON HERITAGE FESTIVAL 2004 February 2004 Following is a detailed ,o.u.tline of. how THE NEW X102.3 will bring Our nsreners to your event: ' STAR . KIC OFF · UNCEME OF ~ X~O2.3 will provide: o Giveaway k5 pair of tickets for winning Weekend giveaways. For each ticket two . promotional announcement will be included. 30 promotional announcements each ' valued at $1oo = $3ooo total value $x6, 75o o D/stribute event postcards/flyers, swag, ete_ at station events and remotes o WebSite inclusion on station website: www. thenewxlo23,com THE NEW X~o2.3 Requests: o ~5 pairs of tickets CLOSING PROMOTION- 1 da s rior to show date TH~ NEVVXI02.3 will: o Air a minimum of 5 promotional announcements per day for 2 weeks. 70 promotional announcements each valued at $~oo = $7000 ' o Giveaway t5 pair of tickets for W'mning Weekend. For each ticket one.promotional announcement will be included. '3o' prOmotional announcements each valued at $1oo $3000 total value $z6, 750 ' o Giveaway lo pair of tickets for weekday giveaWays. FOr each ticket two promotional announcements will be included. 21o Promotional announcements each valued at $1oo -- $2000 o Continue to distribute Tour postcards, swag, etc. at station events and rem0tes o Continue to include BOYNT~N HERITAGE FESTWAL 2oo4 in all promotional mentions ~o LIVE broadcast the day of the show (hip-hop/R&B artist) TW0'hours prior to doors opening. Valued at $3,000 ' THE NEW X1o2.3 requests: Audio exclusivity inside and outside venue S~afion vehicle on-site Access to electrical outlet On Site tent Logo inclusion on all advertising (ie, Print, tv, web, flyers, shirts, ect,) Total Pro,notional Value: $45,500 25 pair of tickets OFFICIAL presenting station rights On-site exclusivity Exclusive hosting by X102.3 on-air personalities (Including introduction and closing) Logo exclusivity inside and outside of venue· 4202 & The Heritage Fast Exclusive Event $-~06.3 /s exci?ed fo work w/?h ?he tYer/?oge Pes? Comm/f"tee on Heritage/=es? 2005. ~Ve look £orword to continuin9 annual tradition in' the commun/l~. The £ollow/n9 is a promoffonal ouffine o£ who? we p~opose to do. B-.[06,3 will provide: · A four (4) week promotional and advertising schedule promoting the Week on air and on site on both stations. · A minimum of fifty (50) pre-recorded announcements on W,TBW [06.3 station promoting the Heritage Festival. · ~ minimum of fifty (50):[0 live liners per station promoting the various events of the' feStival.' · On air contest for listeners to be a part of meet and greet with headline perf0rming a~tist. · On site exposure with 2 hour remote broadcast. · Opportunity for on-air-interview with Heritage FaSt Representative and performing artists. · X-Z02.3 and B-:L06.3 on air personalities to host Heritage I=est Stage show Ce<act events and personalities to be determined). · Heritage Festival flyers '(if available) distributed at remoras, van runs. Heritage Fast Coqlqlit?ee will provide: . Confirmation of the performers before..promos are aired. · Copy =oints for promos and on-air giveaways. Promotional YqJue: $25,000 4203 'MEMO TO: CRA Board FROM: Douglas Hutchinson SUBJECT: City Cooperative Purchase Amendment DATE: November 11,2003 Staff is recommending the following language amendment to the CRA Purchasing Manual to facilitate the purchase of direct services or supplies from the City of Boynton Beach through their purchasing procedures and processes. 4204 TO: CC: FKOM: DATE: RE: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY MEMORANDUM CRA Board Members _ Douglas Hutchinr, on, Executive Director Lindsey A. Payne, CRA Board Attomey _~ November 11, 2003 Boynton Beach Community Redevelopment Agency CCRA')/Proposed Amendment to Purchasing Manual The Executive Director recommends amending the CRA Purchasing Manual as follows: Bids and Proposals 1. Excluded from the formal Bid process are the following processes: Contracts with The City of Boynton Beach for direct services,., or reimbursement to the City of Bovnton Beach tim' supplies or services secured by the Ciw of Bo¥'nton Beach throu~ its purchasitm procedures and processes. LAP/ja X.' Commission ACtion A_uy person who decides to appeal any decision of the Community l~edevelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. 4205 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 s'ervice, program, or activity conducted by the CRA. Please contact Douglas Hutchinson at 561-737-3256 at least twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. XI. Board Member Comments A_ny person who decides to appeal any decision of the Community Redevelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such Purpose may need to ensure that a verbatim' record of the proceedings is made, which record includes the testimony _and evidence upon which the appeal is to be based. 4206 The CRA shall furnish appropriate auxiliary aids and senrices 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 Douglas Hutchinson at 561-737-3256 at least twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. Xll, Legal Any person who decides to appeal any decision of the Community Redevelopment Board with respect to any matter cOnsidered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the oroceedings is made, which record/nCludes the testimony and evi4d~9.]e upon which the appeal is to be based. l'he 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 Douglas Hutchinson at 561-737-3256 at least .twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. Xlll. Other Items Any person who decides to appeal any decision of the Community RedeVelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the l~roceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. 4209 · 'he 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 Douglas Hutchinson at 561-737:3256 at least twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. x v. Future Agenda Items Any person who decides to appeal any decision of the Community Kedevelopmeni Board with respect to any matter considered at this meeting will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. 4210 lite 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 Douglas Hutchinson at 561-737-3256 at least twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. xv. Adjournment. Any person who decides to appeal any decision of the Comm,mity Redevelopment Board with respect to any matter considered at this meeting will need a record of the proceedings and for such pu ._e may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence ~.~: ,,u which the appeal is to be based. 4211 l'he CRA shall fumish appropriate auxiliary aids and services where · . essa~ to afford an individual with a disability an equal opportunity to participate in and enjoy the benefits of a service, progran or activity conducted by the CRA. Please contact Douglas Hutchinson at 561-7-37-3256 at least twenty-four hours prior to the program or activity in order for the CRA to reasonably accommodate your request. MEMO TO: CRA Board FROM: SUBJECT: Lindsey Payne / Susan Vielhauer Recommendation of the Regions Core Grant from Boynton Seafood to Yellowbeard, Inc. D/B/A Boynton Seafood DATE: November 18, 2003 Upon completion of the title search and numerous conversations with Mary Jo Bills, it has been determined; the Regions Core Grant Contract for Boynton Seafood should have been Yellowbeard, Inc. d/b/a Boynton Seafood. The business plan within the application states it is for Yellowbeard, Inc. d/b/a Boynton Seafood. Yellowbeard, Inc. has consented to signing the contract and placing a mortgage lien placed on the property. The results of the title search have produced the following results; Fisherman Catch holds the first and only lien on the property. This lien was placed December 2, 2002 for $400,000. Staff is recommending placing a $15,000 mortgage lien on the property and $15,000 UCC lien for the equipment, which will be purchased with this grant. The mortgage lien, promissory note, and contract will be executed in the name of Yellowbeard, Inc. d/b/a Boynton Seafood. Attached you will find the Regions Core Grant Contract for your review. Promissory Note Amount $30,000.000 West Palm Beach, Florida ,2003 FOR VALUE RECEIVED, the undersigned, (jointly and severally, if more than one) promises to pay to BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, or order, in the manner hereinafter specified, the principal sum of Thirty Thousand Dollars ($30,000.00) with zero percent interest. The said principal shall be payable in lawful money of the United States of America at 639 E. Ocean Avenue, Suite 107, Boynton Beach, Florida 33435, or at such place as may hereafter be designated by written notice from the Holder to the Maker hereof, on the date and in the manner following: This note shall become due and payable only in the event of a default of the Maker's/Grantee's obligations under the Agreement enter into between Boynton Beach CRA and Yellowbeard, Inc. d/b/a Boynton Seafood on In the event the Maker shall fail to comply with the terms of the said Palm Beach County Grant Agreement after having received the required notice of default, as provided for therein, the Payee shall have the right to demand payment of this Note in full without further notice to Maker. This note is secured by a mortgage on real estate, of even date herewith, made by the Maker hereof in favor of the said Payee, and shall be construed and enforced according to the laws of the State of Florida. If default be made in the payment of any of the sums herein or in said mortgage, or in the performance of any of the agreements contained herein or in said mortgage, then the entire principal sum shall be collectible without notice, time being of the essence; and said interest at the highest rate allowable under the laws of the State of Florida. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default Each person liable hereon whether maker or endorser, hereby waives presentment, protest, notice, notice of protest and notice of dishonor and agrees to pay all costs, including a reasonable attorney's fee, whether suit be brought or not, if, after matmlty of this note or default hereunder, or under said mortgage, counsel shall be employed to collect this note or to protect the security of said mortgage. Whenever used herein the terms "holder," "maker" and "payee" shall be construed in the singular or plural as the context may require or admit. Maker's Address: 1022 N. Federal Hiqhway Boynton Beach, FI 33435 Name of Business: Yellowbeard, Inc. d/b/a Boynton Seafood By: Signature Printed Name: Title: Corporate Seal Sworn to and subscribed before me This day of Notary Public My commission expires: ,2003. Personally known Identification or Type of COMMUNITY REDEVELOPMENT A GENC Y "CRA" GRANT AGREEMENT THIS AGREEMENT is made this __ day of .,2003, by and between 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 "CRA," and Yellowbeard, Inc. d/b/a Boynton Seafood hereinafter referred to as "GRANTEE." WITNESSETH: WHEREAS, it is the policy of the "CRA" to stimulate and encourage economic growth within the Community Redevelopment Area, pursuant to carrying out its purposes as provided for under Chapter 163, Florida Statutes; and WHEREAS, the "CRA" has been awarded a grant known as the Palm Beach County Development Regions Core Grant Agreement dated June 17, 2003; and WHEREAS, pursuant to the administration of said Palm Beach County Development Regions Competitive Grant Agreement, the "CRA" wishes to provide assistance and support for the development and revitalization of the GRANTEE's business and properties within the Community Redevelopment Area; and WHEREAS, the "CRA" has determined that it is in the public's best interest and pursuant to carrying out its purposes, pursuant to the Community Redevelopment Plan to award a grant to the GRANTEE pursuant to the terms of this Agreement; and WHEREAS, in order to secure the public's interest in the grantee's fulfillment of its obligations, it is the intent of the grantor to obtain a security interest in the real property of the grantee; NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereby agree as follows: GRANTEE'S PERFORMANCE OBLIGATIONS GRANTEE agrees that it will carry out the redevelopment project and activities as more specifically set forth in Exhibit "A" to this Agreement, attached hereto and incorporated herein by reference. GRANTEE agrees that the redevelopment activities contemplated by this Agreement shall commence within Twelve (12) months of the effective date of this agreement and will be completed in accordance with the terms of this Agreement. GRANTEE agrees that it is solely liable to the "CRA" for performance under this Agreement, and that, in the event of default, GRANTEE will, as more specifically set forth herein, refund to the "CRA" monies paid pursuant to this Agreement. GRANTEE hereby certifies that it is authorized by law to be so bound. GRANTEE hereby certifies that it has or will retain adequate staff to oversee execution of its performance obligations under this Agreement, and that execution of each of these performance obligations is consistent with GRANTEE's mission. As a condition to obtaining the maximum of Thirty thousand dollars ($30,000) from the "CRA", the GRANTEE shall cause, as a direct result of the activities set forth in Exhibit "A" to this Agreement within Twenty (20) months and maintaining the same for Twenty-Four (24) months, the creation of at least Five (5) full time and 2 part time equivalent jobs (1 FTE = 2,080 hours per year and 1 PTE: 1040 hours per year) in Palm Beach County within twelve months (12) of completion of the project as set forth in Exhibit "A". GRANTEE shall be entitled to retain such lesser amounts as may be equal to the grant award per job, multiplied by the number of positions created pursuant to this Agreement. In accordance with the provisions of paragraph I. E. hereinbelow, the number, dates and salaries of all hires in Palm Beach County must be substantiated by GRANTEE, to the "CRA's" satisfaction, within fourteen (14) months of completion of the project as set forth in Exhibit "A". For the purposes of this Agreement, the term salary means wages, gratuities, salaries, commissions, bonuses, drawing accounts (against future earnings), prizes and awards (if given by an employer for the status of employment), vacation pay, sick pay, and other payments consistent with the Florida Department of Labor and Employment Security definitions, paid to employees. As a further condition to retaining all grant amounts received from the "CRA", GRANTEE shall cause to be paid an average salary equal to or greater than the minimum wage as established by the Department of Labor. Workforce Development Board - In the event a job becomes available, the GRANTEE shall mail the job description to the Workforce Development Board of Palm Beach County, Inc., at the address stated below. It is the intent of this clause to make all opening positions available on a competitive basis. Kenneth E. Montgomery, Executive Director Workforce Alliance, Inc. 2051 Martin Luther King Boulevard, Suite 302 Rivera Beach, Florida 33404 Eo As a further condition to retaining any Grant funds from the "CRA", the GRANTEE shall provide to the "CRA" written verification, satisfactory to the "CRA" in its sole discretion, of compliance by GRANTEE with all agreed upon performance standards as set forth in paragraphs I. C. and I. D. hereinabove. GRANTEE may provide to the "CRA" this verification once all applicable portions of the performance standards set forth in paragraphs I. C. and I. D. of this Agreement have been met; provided, however, that GRANTEE shall provide this verification on or before the expiration of the fourteenth (14) calendar month following completion of the project as set forth in Exhibit "A". Within ninety (90) days from the date this verification is submitted to the "CRA", GRANTEE agrees to refund to the "CRA" Three Thousand Four Hundred Seventy Three Dollars and 68/100 ($3478.68) for each Full Time position not created and One Thousand Seven Hundred Thirty Six Dollars and 84/100 ($1,736.84) for each Part Time position not created until the expiration of the twelfth (12) month following completion of the project as set forth in Exhibit "A". As a further condition of this grant, the GRANTEE hereby agrees to execute a note in favor of the "CRA" in an amount equal to the grant and additionally secure such obligations under the note by executing and delivering to the "CRA" a mortgage encumbering Grantee's real property as described in Exhibit C. Such mortgage shall be junior only to those permitted senior encumbrances listed in Exhibit C. The terms of the note shall only be due and payable in the event of a default of the Grantee's obligation under the Grant agreement and in the event no default shall have occurred, the Grantee shall have fully performed under the grant conditions, the note and mortgage shall be extinguished and satisfied. Sufficient collateral shall be available to secure the note and mortgage. I1. PAYMENT PROCEDURES, CONDITIONS The Grant funds available under this Agreement will be provided only for reimbursement of expenses related directly to the Scope of Work as set forth on Exhibit "A", which is attached hereto and made a part hereof. To be eligible for reimbursement, such expenses must be: 1. Incurred on or after June 17, 2003 (Retro date) Incurred no later than December 17, 2004. (18 Months from contract date). "CRA" agrees, pursuant to the terms of this Agreement, to make payments to the GRANTEE for all eligible types of expenditures as set forth in Exhibit "B" to this Agreement, attached hereto and made a part hereof. Requests by GRANTEE for payment shall be accompanied by proper documentation. For the purposes of this paragraph, originals of invoices, receipts or other evidence of indebtedness shall be considered proper documentation. When original documentation cannot be presented, the GRANTEE must adequately justify their absence, in writing, and furnish copies thereof. In the case of invoices that have not first been paid by GRANTEE, GRANTEE shall certify to the "CRA" that each invoice presented for payment relates directly to work satisfactorily completed as contemplated by this Agreement. Requests for payment for costs incurred after the effective date of this Agreement shall be submitted to the "CRA" no later than forty-five (45) days after the date the indebtedness was incurred. Requests for payment for costs incurred prior to the effective date of this Agreement shall be submitted to the "CRA" no later than fifteen (15) days after the effective date of this Agreement. Requests for payment shall not be honored if received by the "CRA" later than the expiration of the twenty fifth (25) calendar month following the effective date of this Agreement. If GRANTEE fails to submit any requests for payment by the expiration of the twenty fifth (25) calendar month following the effective date of this Agreement, then this Agreement shall automatically terminate, thereby relieving the parties hereto of any obligations hereunder. If the GRANTEE fails to comply with any of the provisions of this Agreement, the "CRA" may withhold, temporarily or permanently, all, or any, unpaid portion of the funds upon giving written notice to the GRANTEE, and/or terminate this Agreement and the "CRA" shall have no further funding obligation to the GRANTEE under this Agreement. The GRANTEE shall repay the "CRA" for all unauthorized, illegal or unlawful expenditures of funds, including unlawful and/or unauthorized expenditures discovered after the expiration of this Agreement. The GRANTEE shall also be liable to reimburse the "CRA" for any lost or stolen funds. In the event the GRANTEE ceases to exist, or ceases or suspends its operation for any reason, any remaining unpaid portion of this Agreement shall be retained by the "CRA" and the "CRA" shall have no further funding obligation to GRANTEE with regard to those unpaid funds. The determination that the GRANTEE has ceased or suspended its operation shall be made solely by the "CRA" and GRANTEE, its successors or assigns in interest, agrees to be bound by the "CRA's" determination. Funds which are to be repaid the "CRA" pursuant to this Agreement, are to be repaid by delivering to the "CRA" a cashier's check for the total amount III. IV. VI. due payable to the "CRA" within seventy-five (75) days of the "CRA's" demand. The above provisions do not waive any rights of the "CRA" or preclude the "CRA" from pursuing any other remedy which may be available to it under law. Nothing contained herein shall act as a limitation of the "CRA's" right to be repaid in the event the GRANTEE fails to comply with the terms of this Agreement. DEFAULT/TERMINATION In the event that a party fails to comply with the terms of this Contract, other than payment of funds, then the non-defaulting party shall provide to the defaulting party notice of the default and the defaulting party shall have thirty (30) days within which to initiate action to correct the default and ninety (90) days within which to cure the default to the satisfaction of the non-defaulting party. In the event that the defaulting party fails to cure the default, the non- defaulting party shall have the right to terminate this Contract. The effective date of the termination shall be the date of the notice of termination. REPORTING REQUIREMENTS GRANTEE agrees to submit semi-annual (2) reports pursuant to the format set forth in Exhibit "D", attached hereto and made a part hereof. Beginning with the end of the sixth month following the effective date of this Agreement, these reports shall be submitted in a manner satisfactory to the "CRA" in its sole discretion no later than twenty (20) days following completion of each reporting period. The final semi- annual report shall be submitted to the "CRA" no later than the forty-seventh (47) month following the effective date of this Agreement. All grant payments made pursuant to this Agreement shall be contingent on the receipt and approval of the semi-annual reports required by this paragraph. MAXIMUM GRANT AMOUNT In no event shall the reimbursements made to GRANTEE pursuant to this Agreement exceed the maximum total grant of Thirty Thousand dollars ($30,000). FINANCIAL ACCOUNTABILITY, REPORTS AND AUDITS The "CRA" may have a financial system analysis and an internal fiscal control evaluation of the GRANTEE performed by an independent auditing firm employed by the "CRA" at any time the "CRA" deems necessary to determine the capability of the GRANTEE to fiscally manage the grant award. Upon completion of all tasks contemplated under this Agreement, copies of all documents and records relating to this Agreement shall be submitted to the "CRA" if requested. VII. PERFORMANCE The parties expressly agree that time is of the essence with regard to performance as set forth in this Agreement and failure by GRANTEE to complete performance within the times specified, or within a reasonable time if no time is specified herein, shall, at the option of the "CRA" without liability, in addition to any of the "CRA's" rights or remedies, relieve the "CRA" of any obligation under this Agreement. VIII. INDEMNIFICATION IX. The GRANTEE agrees to protect, defend, reimburse, indemnify and hold the "CRA", its agents, its employees and elected officer and each of them, free and harmless at all times from and against any and all claims, liability, expenses, losses, costs, fines and damages, including attorney's fees, and causes of action of every kind and character against and from "CRA" which may arise out of this Agreement. The GRANTEE recognizes the broad nature of this indemnification and hold harmless clause, and voluntarily makes this covenant and expressly acknowledges the receipt of good and valuable consideration provided by the "CRA" in support of this obligation in accordance with the laws of the State of Florida. GRANTEE's aforesaid indemnity and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the "CRA", its respective agents, servants employees or officers, nor shall the liability limits set forth in Section 768.28, Florida Statutes, be waived. This paragraph shall survive the termination of the Agreement. INSURANCE GRANTEE shall, on a primary basis and at its sole expense, agree to maintain at all times during the life of this Agreement, self-insurance, insurance coverages, limits, including endorsements, as described herein. The requirements contained herein, as well as CRA's review or acceptance of self-insurance or insurance maintained by GRANTEE are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by GRANTEE under the Agreement. Liability & Additional Insured - GRANTEE shall maintain Commercial General Liability and Business Auto Liability at limits not less than $500,000 per occurrence. GRANTEE further agrees to endorse Community Redevelopment Agency as an "Additional Insured" to the Commercial General Liability, but only with respect to negligence other than CRA's negligence arising out of this Agreement. Worker's Compensation & Employer's Liability - GRANTEE agrees to maintain, or self-insure, Worker's Compensation & Employer's Liability insurance in accordance with Florida Statute, Chapter 440. Statement or Certificate of Insurance - GRANTEE agrees to provide a statement, or Certificate of Insurance, evidencing insurance or self-insurance for the above required coverages to the attention of CRA 639 E. Ocean Ave. Suite 107 Boynton Beach, FI 33435. AVAILABILITY OF FUNDS The "CRA's" obligation to pay under this Agreement is contingent upon having received payment from Palm Beach County, pursuant to the terms of that certain Palm Beach County Development Regions Competitive Grant Agreement, June 17, 2003, which said Agreement is hereby incorporated herein by reference and made a part hereof. Xl. REMEDIES AND VENUE The laws of the State of Florida shall govern this Agreement. Any and all legal action necessary to enforce the Agreement will be filed in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. XII. CIVIL RIGHTS COMPLIANCE The GRANTEE warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. FEES, COSTS If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, court costs and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled, provided, however, that this clause pertains only to the parties to this Agreement. XIV. SEVERABILITY If any term or provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. XV. ENTIRE AGREEMENT The "CRA" and the GRANTEE agree that this Agreement sets forth the entire Agreement between the parties, and that there are no promises or understandings, including prior oral representations, other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. XVI. NOTICE All notice required in this Agreement shall be sent by certified mail, return receipt requested, to: Boynton Beach Community Redevelopment Agency 639 E Ocean Ave, Suite 107. Boynton Beach, FL 33435 with a copy to: Lindsey Payne Goren, Cherof, Doody, Ezrol, P.A. 3099 East Commercial Boulevard Suite 200 Ft. Lauderdale, FL 33308 and if sent to the GRANTEE shall be mailed to (current official address): Yellowbeard, Inc. d/b/a Boynton Seafood 1022 N. Federal Hiqhway Boynton Beach FI 33435 IN WITNESS WHEREOF, the Chairman of the CRA has made and executed this Agreement and the GRANTEE has hereunto set its hand the day and year above written. ATTEST: CRA By:. Chairman ATTEST: Yellowbeard, Inc. d/b/a Boynton Seafood ByL Name / Title (please print) EXHIBIT A SCOPE OF SERVICES PROJECT DESCRIPTION: Yellowbeard, Inc. d/b/a Boynton Seafood is applying for a Development Regions Grant to expand the existing business. It is currently a full line seafood market. Yellowbeard, Inc. d/b/a Boynton Seafood is unique in that it is a Multi-cultural fish market. By incorporating a complete kitchen in the existing first floor, Yellowbeard, Inc. d/b/a Boynton Seafood expects to produce approximately 75 plates per day. The menu would include many of the local fish that are caught daily, steamed Blue Crabs and a Seafood Chowder or Soup. The second part of the expansion plan involves remodeling the second floor space into an office to accommodate a growing Wholesale fish business. This aspect of the seafood industry involves the packing and shipping of larger quantities of fish to the Fulton Fish Market in New York City, requiring the need for a location to employ people to monitor and service the fluctuation of the daily price and product changes involved in the worldwide seafood market. By accomplishing the goals stated above, Yellowbeard, Inc. d/b/a Boynton Seafood expects to create Five (5) full time jobs and two (2) part-time jobs. The estimated cost of this project is $75,000.00 and construction is expected to take approximately 90 days from the date the necessary Permits are issued. County Core Grant to "CRA" CRA funding In equity Total Project Cost PROJECT LOCATION Yellowbeard, Inc. d/b/a Boynton Seafood 1022 N. Federal Highway Boynton Beach, FL 33435 Jobs to Create: 7 Jobs Existing: 8 $ 20,000 10,000 46,000 $ 76,000 Contact Bills 561-735-4775 Mary Jo The grant would be given to the Grantee upon completion of a financing and construction plan for the project satisfactory to the Grantor. The Grantee can incur expenses after June 17, 2003 related to the grant and must complete the project by no later than December 17, 2004 including job growth requirements. EXHIBIT B LIST OF ELIGIBLE ACTIVITIES 1. Acquisition of real property. 2. Expansion of existing property. 3. Providing payment of impact fees. 4. Facade improvement programs. 5. Construction of new buildings. 6. Renovation of existing buildings. 7. Site development assistance. (Reimbursements will not pay: architectural or attorney's fees/retainers or deposits on goods not received.) The GRANTEE will execute a promissory note in favor of the CRA in the amount of $30,000.00 equal to the grant and additionally secure such obligations under the note by executing and delivering to the "CRA" a mortgage lien encumbering real property described below: 1022 N. Federal Highway Boynton Beach, Florida 33435 Parcel # 08-43-45-21-32-003-0200 And a UCC Lien for equipment purchased with the Regions Core Grant Program. l0 Please Circle: ROUND Name of Applicant: Name of Project: Start Date: Completion Date: EXHIBIT D SEMI-ANNUAL REPORT FORM Please Circle Reporting Period: 2003 1 2 2004 1 2 2005 1 2 FINIAL Funding Spent by Source for these 6 months: County CRA Business Other Describe Status of Project in Relation to: 1. Renovation of Property: Cumulative Funds Spent for Round I Participants Only: What will be accomplished by the next Semi-Annual Report? Employment Status at Project: Jobs Retained Start Date Title/Position Hours/Week Wage/Hour New Jobs Created Start Date Title/Position Hours/Week Wage/Hour 05/23/200! 86:55 2813G38735 W J LISIEWSKI P~P~E 83 S~IAL I~OWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, Walter J. Lisirwski, Ir., 33 R~stic View Ct., ~fbe Woodlands, TX T7351 do hereby nmke, constitute and appoim Martin E. Lisiewski, 331 Oregon Lane, Boc4tRaton, FL 33487 mytrue andIswfiJl ~t for me. and in n~ name, place nmi s~d, nnd in my behalf, and for my use nnd benefit to e~erose or perform any act, power, dull, right or obliF~ion whlttsoevor ~ ! ~ hav~ or may hete~er acquire th~ le~ riglzt, power, or capacity to exercise or ~ but only to the extent set forth below in this Special Power of Attorney: Said agent is to repr~ mc at the public heari~ before the Cotmmmill Rcdevelo~ Asency Board to be held at the City Library, 208 $. Seacrest Blvd., Boynton Beach, FL, on Tuesday, Novemb~ 20, 2003, at 6:30 P.M. re~u~ the request by Jame~ Bur, hanan for re~ef from the City of Boynton Beth Land Development R~-gula~ Cha~--ter 2, Zo~fin____~ Section $.C.2.n., requiring a twenty-five (25) foot rear yard ~.tbtw, k to allow n seven (7) foot variance, resulting in ~t 18 foot rear ym'd setback with the R-l-AA sin~e family zonin8 district. ! grant to said asent full power and authori~/to do, take, and perform, all and every act and thing whatsoever requisite,, proper, or necessary to be done, in the exercise of any of the rishts and power~ herein granted, as fully for all intent~ and purposes a~ I might or could do if personally present, with full power of subsljmtion or revocation, hereby ratifyin8 ~! confirming all that ~id reprc~rfive, or his substitute or substitute~, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and= powers herein wanted. No person shall be required to inquire as to thc circumstances of the ismnnee or use of this instrument. If this Special Power of Attorney is terminated by operation of law, any person acting in reliancc upon it without notice of such termination shall be held harmless. IN WITNESS WHEREOF, Walter J. Lisiewski, .l,r. bas exe~'uted this Special Power of Attorncyon ,/~/~x). /?~i?..~t~.~ at ,,/"-~L/,/7"I~.,,,., ...~t~... 85/23/2001 W J LISIEWSKI PAGE 04 06:55 2813638735 Acknowledgment J ) ) ss County of ) On this '~ /'~*~-,~ beforc me personally appeared_Walt.er l..Lisiewsid: Jr., to me kngw~ ~e'th' prison described in and who ~xecuted ~ foregoing rostrums, s. nd acknowledged to me that Walter I. Lisiewski, Jr. executed thc same as his flrce act and deed. FORM 8B MEMORANDUM OF VOTING CONFLICT FOR AND NAME OF I~)I.ITICAI. ~,UBDIVI.~ION: MY I~:)~ITION I.~: O ELECTIYE ~J~ APPOINTIVE WHO MUST FILE FORM This form is for use by an.,,' person serving at the county, city, or other local level of government on an appointed or elected board. council, commission, authority, or committee. It applies equally to members of advisory and non-advisory bodies who are presented with a voting conflict of interest under Section 112.3143, Florida Statures. Your responsibilities under the law when faced with a measure in which you have a conflict of interest will vary greatly depending on whether you hold an elective or appointive position. For this reason, please pay close attention to the instructions on this form before completing the re~'erse side and filing the form. INSTRUCTIONS FOR COMPUANCE WITH SECTION 112.3143, FLORIDA STATUTES ELECTED OFFICERS: A person holding elective county, municipal, or other local public office MUST ABSTAIN from ~oling on a measure which inures to his special pri~ate gain. Each local officer also is prohibited from knowingly voting on a measure which inures to the special gain of a principal (other than a government agen,.T) by whom he is retained. In either case, you should disclose the conflict: PRIOR TO THE VOTE BEING TAKEN by publicly stating to the assembly the nature of your interest in the measure on which you are abstaining from voting; and WITHIN 15 DAYS AFTER THE VOTE OCCURS by completing and filing this form with the person responsible for recording the minutes of the meeting, who should incorporate the form in the minutes. APPOINTED OFFICERS: A person holding appointive county, municipal, or other local public office MUST ABSTAIN from voting on a measure which inures to his special private gain. Each local officer also is prohibited from knowingly voting on a measure which inures to the special gain of a principal (other than a government agency) by whom he is retained. A person holding an appointive.local office otherwise may participate in a matter in which he has a conflict of interest, but must disclose the nature of the conflict before"making an.,,' attempt to influence the decision by oral or written communication, whether made by the officer or at his direction. IF YOU INTEND TO MAKE ANY ATTEMPT TO INFLUENCE THE DECISION PRIOR TO THE MEETING AT WHICH THE VOTE WILL BE TAKEN: ,. You should complete and file this form (before making any attemp! to influence the decision) with the person responsible for recording the minutes of the meeting, who will incorporate the form in the minutes. · A copy of the form should be provided immediately to the other members of the agency. · The form should be read publicly ar the meeting prior to consideration ot' the matter in which you have a conflict of interest. FORM ~ll - I-~l P.'~,-:,E I IF YOU MAKE NO ATTEMPT TO INFLUENCE THE DECISION EXCEPT BY DISCUSSION AT THE MEETING: · You should disclose orally the nature of your conflict in the measure before participating. · You should complete'the-form a-nd file it within 15 days after the vote occurs with the person responsible for recording the minmes i of the meeting, who should incorporate the form in the minutes. DI$CLO~JI~! OF LOOAL OFFICIlP$ IN111~E~I' (a) A measure came or will come before my agency which (check one) *.'/~inured to my special privale gain; or __ inured to the special gain of . by whom I am retained. (b) The measure before my agency and the nature of my interest in the measure is as follows: Date Filed ~/~gnature NOTICE: UNDER PROVISIONS OF FLORIDA STATUTES §!12.317 (1985). A FAILURE TO MAKE ANY REQU,'"~D DISCLOSURE CONSTITUTES GROUNDS FOR AND MAY BE PUNISHED BY ONE OR MORE OF THE FOLLOW IMPEACHMENT, REMOVAL OR SUSPENSION FROM OFFICE OR EMPLOYMENT, DEMOTION, REDUCT10 SALARY, REPRIMAND, OR A CIVIL PENALTY NOT TO EXCEED $$,000. CE FORM #S. I-~1 PAGE 7 Members - 4 Yr. terms COMMUN REDEvELOpMENT AGENCY' 2003 LAST NAt4E FZRST EXPTRES ADDRESS PROFESSZONAL NAME ASSOCZATZON DeMarco Alexander 6/20/06 10817 QUAIL COVEY RD Arvida Realty BOYNTON BEACH 33436 901 N Congress Ave - Ste. B-102 (561) 732-6789 Boynton Beach, FL 33426  (561) 736-2400 Ext. 107 I Fax (561) 736-1560 ~ cristale@bellsouth.com Fenton Don 1/10/06 2556 SW 23RD CRANBROOK DR Edward Jones & Company BOYNTON BEACH 33436 901 N Congress Avenue, Ste B-101 F~ (561) 737-0793 Boynton Beach, FL 33426 (561) 737-1442 Fax (561) 364-1536 Finkelstein Larry 1/10/05 LAMAR REALTY CORPORATION Lamar Realty Corporation 114 N FEDERAL HWY, STE 202 114 N Federal Hwy., Ste 202 BOYNTON BEACH 33435 Boynton Beach, FL 33435 (561) 736-9790 C~/~ir Fax (561) 423-2432 Ifgi@aol.com Fisher Charles 6/20/04 8069 STIRRUP CAY COURT Image Solutions BOYNTON BEACH 33436 Boynton Beach, FL  (561) 364-8717 c.m.fisher@att.net Heavilin 3eanne 1/10/05 PO BOX 3693 (734 NE 9TM AVE) Sailfish Realty BOYNTON BEACH 33424 532 E Ocean Avenue  '3 (561) 731-4474 Boynton Beach, FL 33435 (561) 738-6613 Fax (561) 738-7911 Vice Chair jheavilin@msn.com Hoyland Michelle 1/10/04 926 SUNSET ROAD City of Delray Beach BOYNTON BEACH 33435 Planning & Zoning Dept. 100 NW 1st Avenue Delray Beach, FL 33444 ;1~ (561) 736-8668 {561) 243-7040, Ext. 7047 ~ Fax (561) 243-7221 mhoyland@delrayplanning.org Tillman Henderson 1/10/05 54 BENTWATER CIR Spanish River High School BOYNTON BEACH 33426-7646 5100 .log Road t (561) 965-6776 Boca Raton, FL 33496 (561) 241-2200, Ext. 2540 SSCC\WPq3OARDS\LISTS\CRA Board.doc - bg - 11/20/2003 6