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Agenda 01-05-17BOYN ,wom BETAOC H C RA CRA Advisory Board Meeting January 5, 2017 @ 6:30 In Chambers at City Hall 100 E. Boynton Beach Blvd. Boynton Beach, FL 33435 561-737-3256 ADVISORY BOARD AGENDA I. Call to Order II. Roll Call III. Agenda Approval: A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda IV. Assignments: A. Reports - 1. None B. Pending Items - 1. Research for a Potential CRA Grant for Job Creation 2. Review the 29 Recommendations made in February 3, 2016 Miami -Dade County Grand Jury Report Concerning Affordable Housing and Mismanagement of CRAs 3. Discussion and Creation of Draft Community Benefits Agreement C. New Assignments - 1. Research and recommendations regarding DIFA agreements and the current policy regarding DIFA agreements V. Consent: A. Approval of Advisory Board Minutes — Dec. 1, 2016 VI. Information Only: A. Interim Executive Director Email Report to CRA Board B. Audited Financial Statements — FY 2015-2016, Fiscal Year Ended September 30, 2016 VII. Old Business: (Recommendations on CRA Board Agenda Items for January 10, 2017) A. Discussion of Purchase and Development Agreement for the Property Located at 222 N. Federal Highway VIII. New Business: None IX. Public Comment: (Note: comments are limited to 3 minutes in duration) X. Future Agenda Items: A. Consideration of Community Benefits Agreement between the CRA and Ocean Breeze Housing Partners, LP (NuRock Development Partners, Inc.) for the Ocean Breeze East Project in the Heart of Boynton CRA tabled 10/10/16 B. Consideration of Community Benefits Agreement between the CRA and Heritage at City View Housing Partners, LP (NuRock Development Partners, Inc.) for the 2.97 Acre Project Site Known as MLK, Jr. located in the Heart of Boynton CRA tabled '10/10/16 C. Discussion and Direction for the Potential Acquisition of 416 E. MLK, Jr. Blvd CRA tabled 11/ /16 for 90 days D. Direction Regarding the Disposal of CRA Owned Properties Located at E. MLK, Jr. Blvd. and NE 9th Avenue to St. Paul AME Church of Boynton Beach (appraisals ordered 11/23/16) E. District Clean Program F. Discussion of CRA doing projects in house Re: Cottage District Site (Advice from Legal) XI. Adjournment NOTICE THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITH A DISABILITY AN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256, AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRA'S WEB SITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE CRA'S WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE. P11111111 Fill U04 L, 157-11111 A kT, B TON" rw OYN iiiiZEACH' R,d ADVISORY BOARD BACKGROUND: • to the CRAAB on 9/13/16 by the CRA Board (Minutes attached). Continued discussion on working with Career Source to implement job placement for businesses within the CRA District. fllieeting Minutes CRA Board Boynton Beach, Florida September 13, 2016 rNTR91- IsT41111RIZ031715,11 174=41417T71101. Vice Chair McCray moved to approve. Mr. Katz and Ms. Romelus. seconded the moti that unanimously passed. i = 111=1L, 1 1 f lun= � 1. Discussion of the Feasibility of a Regular Art Walk Event on Ocean Avenue - October 2. City Services Survey for the CRA -October L*1EnT3= Chair Grant explained he wanted to assign an economic development grant to hire local employees to the Advisory Board and there was consensus to do so. 1• , a 6+ - I A. Consideration of Purchase and Development Agreement with Heritage at City View Housing Partners, LP (NuRock Development Partners, Inc.) for the 2.97 Acre Project Site Known as MILK B. Consideration of Interlocal Agreement between the CRA and the City for the Required Local Government Contribution in the Amount of $1,000,000 to Heritage at City View Housing Partners, LP (NuRock Development Partners, for the 2.97 Acre Project Site Known as MLK C. Consideration of Community Benefits Agreement between the BRA and Heritage at City View Housing Partners, LP (NuRack Development Partners, for the Ocean Breeze East Project In the Heart of Boynton D. Review of Bid Proposals and Drawings for Amphitheatre Awning Structure Renovation Ms. Romelus inforrned Mr. Simon, her evaluation of him would start tonight, and he had to work on his monotone voice, and he needed to work on being more concise. all '"CBO`0 YN RA , u yv n-0 if BOARD BEACH - u - , ADVIISORY .. i M �- - 9M I - r ••• •IK 9111MR9.1••.• - • • .•- - • BACKGROUND: regular•nthly meeting held on October1 2016. - -- • •• • - •- 1. - -• -. • The remaining recommendations would be addressed at the 115117 CRAAB Meeting. -Alami-Dade County Grand Jury Repori 29 Recommendations xxlARMOMUMN jok""I'v-',atcwsa lan'y k t ti L vown"fary -W CIA hawA, c& 7) 21 TAMMArMyll NOWIle"WT A) to "*A* "Wkb gif 14" hw**Nf OVA " 4"do A" A"MIWI 3 Bw AnoW mr QkwUgko sacks dl dWAW OPJWXOMfF PMOW P I obAw"afft*6 hUqd;t >T. 157 (J) (edx 9) 0 w k bw"k*04k *p OM 4flkjbW"W jW.4%6 woworm", bm"al haw, cr'%vr Mv* Am Op VAW to awww ON bw C" ,&w -d IV at teal &w vowkY ofx%lWAw*ww& afW**" 1VWWlWftW if 0 dWWWS by a end w tmftfto2) 6. 220 CW* ft�W ar OHM. 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WNW" " m ; "ft 0 Ar pail. IV, Ilf)tjf ihwlwl opadfOIL dix 21 .' W"Aw fix , ) ,26 -rhe AU #APM ap, aw, zwod m',plow prvy2a mmft AD b Pvjw w �16 34a OL J2 wmm Y. smffl� Yd'r, `r mm b''R .F w aw IV A mm v wwwiai tw f'ica y fjwArt , '," - �" WN2 hWNW n`.-r�u �=r�-`r. i-�aq dp9"�+'rri-r ,1*0 %�a�`�` h? -,+�°--�� s I'll y��`k, ' .e �y ,}f b*V am of to N 10-1-1 a53 Meeting Minutes CRA Advisory Board Boynton Beach, Florida December 1, 20161 • Career Source may be the solution without a grant • CRA could act as factator between Career Source and job -seekers • Must have a reasonable measurement • Partner with Career Source before allocating grant money • Career Source has best practices and white papers - have them compile them and share with Board Mr. Simon stated that he has a meeting with Mr. Corbit a few days hence and he will report back. Chair Cross wanted to know if they would be dealing just with businesses in the CRA ft see them grow, or if they would deal with a contractor who comes in to build within thz CRA (resulting in job creation). 3. Review the 29 Recommendations made in February 3, 2016 Miami. Dade County Grand Jury Report Concerning Affordable Housing and Mismanagement of CRAs Chair Cross recalled they needed additional information at their last meeting and asked Mr. Simon if that was available. Mr. Simon relayed he invited Kathryn Rossmell from Lewis, Longman, & Walker to assist in going through the items in terms of the Grand Jury perspective. Ms. Rossmell clarified that the Chair's direction was to not necessarily implement every item the Board thought was relevant, but to look closely at them and see if they thought they were good suggestions for this area. She clarified that the document was not binding, and there is plenty of flexibility to see what might be beneficial to the CRA. Ms. Rossmell further advised that the intent was probably to see if the "relevant" ones could be implemented by the CRA and how the Advisory Board would recommend loing that. Chair Cross began a discussion of the first recommendation on p. 46 of the agenda packet: "Non -elected lay persons be appointed to serve as full-fledged voting members on CRA Boards." .*I IDJ 1169;Iii-al P.14FE Lal all MI I 1[:J�K@jIPIFi [OPLUGUIN IN L-7449;1 IDIM911 I LPN 61�1 I •- MWVIIVVIAVJ - - - 'FA F11W.11.0 1 - City Commission (5) 2. City Commission plus 2 (7) 3. Entirely independent CRA Board (9 is the maximum) 0 Meeting Minutes CRA Advisory Board Boynton Beach, Florida December 1, 2016 Mr. Simon added you can have a voting member of the governing body sit on the CRA Board (appointed by the governing body to be one seat of the Board). I-Tir. Simon clarified that the Board has to make recommendations. If there is anything different that the Board would consider, then that could be proposed. Several members suggested prioritizing the options. Discussion ensued on which options the Board would recommend, with the first option being dismissed. Mr. Hendricks noted that with the City Commission being the CRA Board, politics of City governance can get in the way of the CRNs task. Having some Commissioners on the CRA Board would help since they have a good knowledge of how the City operates. There was a question if the second recommendation (by the Grand Jury) could be negated by this Board's recommendation on the first Grand Jury recommendation. Mr. Simon explained that No. 2 would be asking the City to amend their ordinance. Mr. Simon wondered how the Board felt about the balance on the Board if they were to choose option 2. Dr. DeVoursney thought that having two knowledgeable lay people who live in the CRA area would help the balance. Ills. Rossmell clarified that the Statue says that for governing bodies that have five members, they can appoint two addonal persons to act; therefore, they could not have a 5/4 composition. She reiterated the options. With the third option, one or more of the members can be a member of the City Commission. Discussion. continued about the makeup of a mixed board, with Ms. Melley pointing ou1 that with a 5/2 composition, they have to reconcile the perception of people's greed with the people's perception of political concerns. She recalled the history of the previous (independent) Board, which was "rampant" with backdoor deals. Chair Cross suggested five lay people and two Commissioners from the two CRA Districts. Dr. DeVoursney favored adopting the Second Recommendation, changing the word to ii shall," because he did not think the City Commission would go with a 5/2 composition. Harry Woodworth, 685 NE 15 Place, President of INCA, believed the Board was on the right track. He suggested a civilian board with good candidates who have met specific criteria. 071123�� Ms. Melley proposed the following priorities: best practice - 5 lay people and 2 Commissioners; and second beoners and 2 lay people. is Meeting Minutes CRAAdvisory Board Boynton Beach, Florida December 1, 2016 Mr. Hendricks wanted there to be someone to keep an eye on the Board so that it does not create any "shadowy areas." Dr. DeVoursney wondered if they could say they "strongly recommend" No. I and then �ave No. 2 if No. 1 is not favorable. Ms. Melley wondered how to put "teeth" into their recommendation. It was noted there is a lot of discussion on record, and they could add specifics and the word "Shall" to the recommendation. Ms. Melley wanted to see something built into the ordinance that provides protection for the process, and Mr. Simon suggested adding grounds for removal. Ms. Rossmell advised that the CRA is established by the City; so any change to the CRA would have to come in from the City. Motion made by Ms. Melley, seconded by Mr. Maharajh, that they move forward with the recommendation of a seven paneled CRA Board comprised of five lay people and two City Commissioners who live within the CRA District; and that the CRA direct City Attorney Cherof to review the ordinance that established the CRA in order to pull provisions in place that would protect those lay people based upon criteria deemed appropriate for Board dismissal. In a voice vote, the motion passed (4-1) with Dr. DeVoursney opposed. Motion made by Ms. Melley, seconded by Dr DeVoursney, that. in the alt- • r position of the CRA Board shall be as follows: five City Commissioners and two lay people, to ensure the CRA District is adequately and properly represented by people from the community. In a voice vote, the motion passed unanimously (5-0). 1 Dr. DeVoursney read Recommendation #4, regarding the experience of lay people on the board. Motion made by Dr. DeVoursney, seconded by Mr. Maharajh to accept Number Four as a proposal to the CRA Board. Discussion ensued on any possible additional criteria they may wish, such as resi•- • eofessionetc. Ms. Rossmell advised that under the Statute, it says that any person may be appointed as a Commissioner if he or she resides in or is engaged in business within the area of operation of the agency, what shall be [unable to hear person speaking] for the area of operation of the county or municipality and is otherwise eligible for such appointments. She said it is not within this Board's discretion to say where the person can or cannot live, except to make it more limited. Chair Cross moved ahead to Recommendation #7, which was earmarked for "more informationIt asks if the Board wishes to set a cap on annual administrative costs, Mr. Simon said they now run at 9%, and the City runs at 19-21 %. Mr. Simon M i r:w all q VA Motion made by Mr. Hendricks, seconded by Dr. DeVoursney, that they do not support any change in the procurement procedure for the CRA. In a voice vote, the motion passed unanimously (5-0). Chair Cross suggested leaving the rest of the discussion for the next meeting, and no one objected. Mr. Simon advised there is no deadline on when this needed to be done. 1. Discussion and Creation of Draft Community Benefits Agreeme (assigned 1119116) Ms. Rossmell provided a review of the agreement, noting this Board is assigned to create a "form" community benefits agreement to give the CRA strength in the agreement with a community partner/developer. She clarified they do not have to go paragraph by paragraph. The Board may also consider how a community partner should be selected. She said they could probably get examples fmm other places but this framework Game from this CRA. However, Ms. Rossmell said that the CRA Board wanted more "teeth" in the agreement, with something to perhaps come back to the CRA Board if no measurable goals are met. Mr. Simon stated that the attached document is in their office now, and the Board can look up samples of other agreements for ideas. He said that NuRock has not signed off tn it yet. The agreement could be tailored to every individual development. Mr. Simon recommended having some standard paragraphs and then some that could be adapted case by case. Dr. DeVoursney pointed out that on p. 9, paragraph 16d addresses the conditions for breach of contract, but does not have a liquidated damages clause. Ms. Rossmell said such a clause would strengthen the agreement. Chair Cross suggested having a specific amount of money filled in on the form. Discussion ensued on how they would calculate a dollar amount, with the suggestion being made that it could be calculated on 31 l'ntiry, IX, 1 ADVISORY B +11 119:4 � E Discussion and Creation of Draft Community Benefits Agreement The CRA Board approved this new assignment for the CRAAB at their regular monthly meeting held on November 9, 2016. At the 1211116 CRAAB Meeting it was discussed that the template for the Community Benefits Agreement does not need to contain specific details and the general paragraphs should be addressed. When given the assignment, Board Member Romelus specifically referred to a CBA that Overtown, Miami had used and was discussed at the 2016 FRA Annual Conference. CRA staff has received copies of two CBAs from Southeast Overtown/Park West CRA which are attached for review and discussion by the CRAAB. /• • a • ''• • - - Meeting minutes Commun�y Redevelopment Agency Board Boynton Beach, Florida November 9, 2016 H n=* ;1 IVA RONF, I Me 0 05 Mr- Simon explained this item was part of the model block project and the City is in the process of obtaining the 30 -foot right of way dedication and 110 -foot easement for development of NW 11th Avenue as part of the model block program, This will be another acquisition for new single-family homes. The CRA would purchase the balance of the property that is not purchased by the City for the roadway improvements for $32,000. Mr. Casello asked if the appraisals done by the City are up to date based on existing sales and learned there were. There are no abutting properties owned by the CRA. Mr. Katz moved to approve. Vice Chair McCray seconded the motion that unanimously passed. �� - �,W �',, A. Reports: 1 2016 FRA Conference Summary Prepared by C Chair, Linda Cross B. Pending Items: 1 . City Services Survey for the CRA 2. Research for a Potential CRA Grant for Job Creation C. New Assignments: 1 . Review the 29 Recommendations made in February 3, 2016 Miami -Dade County Grand Jury Report Concerning Affordable Housing and Mismanagement of CRAs Ms. Romelus explained she wanted the CRA Advisory Board to draft or improve the Community Benefits Agreement. Attorney Duhy asked if legal should attend as they will recommend certain clauses to be included. Mr. Simon will also present other best practices documents and formulate suggestions from them. Staff could also request the Overtown CRA make a presentation. There was consensus to do so. UWaEMU29= me hapaygm=1e MIRL C22k?d ?C� d2 2 <a3..... 2} . . . «2y2d/+±5± #d THE PROJECT . :»m2� : II ?§2 2#2:#L ffOVI» 2? #§±22 101 \ 22+»:m *rv<» Uf%»§y #22 «*§#L .' , M - " C a�, �� , �� • ' C. MasterDeveloperand RetailDeveloperintend 1 r redevelop theProperty mLxed-use project on the Property in various phases as more paMcularly described on ' M r r irli. I al, . li 14 r' r #1, rig F. , 11 %'i 1 �r r�: ,� ,•_ ,.. 1 11 r p 1 1 1 :lir 1 t: r t -= �► 1,.. 11 .+: 1{ llti r�^! I 1 f 1... . F 1 it I ,. rwl F. ne CRA Is Willing to pu, certain ec, 1 ! 11 incentives Developer : l 1. Retail D ' l, . I the , y ocertaininfiastrtictureand , r ;l 1 1 'subjecto the tmms and conditions i' 1 1' provided. THEREFORE, , 1 deI l rl of ne foregoi agreements h=inafkar set forth1 other o1 r and rvaluabli sufficiencyt'.....whichhereby ' r 1, 1 :e1 ! v1MasterDevet CRA hereby' agree asfollows: 1. REWALS TheRecitalsto this Agreement and madepart hereof 2. DREMMONS. The following ternis- r in fbIlowing meanings: 1 !.. R : �1 ! R}I! II herein by reference 04-1171-11 7.=7-TWMTTT 2.2 !JI meansa Person , whom 1a righT : 1 R S ll which shallhave the right, but not theobligation, Renforceany , 2gawst any other ' patty hereto. 23 !'fes i D shallthe meaningascribed Rsuch term. Section I .' I I, I" IN t41110 M ♦ 1 1 WRYRL.� 4-1 the R 1 1 Completion o, any 11 , , : fl 1 2.6 ,1 f means 1rcertain �. � ! .4 r ' r ,.i43r r' ::' 1 It it withorized . 1 1 R'.,1 -714 411 *� means r'City , N I I I �i 1r corporation t' of Florida. .; r R #incentive Payment andExtraIncentive Payment 2.1: i has the meaningascribed 1 r!term1Sectionf';, Sect t f10-33.02 of the County Codeof Ordinan'tas amended. l t 11 ' 1 means :11 ' r f" c' 1ier Price hx1ex published a, theBureau. ,LaborStatistics, III r 1 � 1 ail : 11 1 • r : t � : ' ;Ir t ' � 1 2.11 r► R means r` GcncrW Contractor mid all Subcontractors engaged , completeor portion of an Improvement lI Y3 i i i !i. cal subdivision of dw State Of i County,2.12 'AQM&" means hfiami-Dadc I 2.13 i `,'1 ! i means theapprovalit the Board 1 County Commissioners of 1# f;+ 1 1' 's i applicable includes applicable Payment u :.a parL �y= Labor Partidggition". 1 r'1has the meaningascribed to suchterm1Section 2.15 'Como Lafr Ngn-CoWliam+ l'i- the 11..E#n+ : 1k1 r such terms1Sectioni.. .,, #1 1 +r1: has themearang ascribed to such term -h Section 2.17 1 E=Mtqn 8 - : 11 Section shall have themeaningajeri8ed to li !Il 1 1 11 f1 1 2.19 TRA J# i meansthe approval6 CRA Board of the annual CRA Budget which includes a line item for the Incentive and the Extra Payment for the applicable year. 0 r; i y t. 'means i M:;# "1 f 1 li 11', '`, l 1 1 1''. operation y the approved by the " Board, subject 1City Approval 1 1 2.21 "CPA Bud ' means the annual amu, 1 ' 1 1 !! i 4 2.22 -CRA " 1 # has the Section 2.23 Tffiwfive I? means the date of Agreement by all partiesy;. 0343303 Jr 2.29 -BEg hD said t7M in SmAk r, 3.13 r "GeneralY I 1�: }i,, 1 mews the gomsi1 1 1 ♦ engaged _ e1 Y 1 Improvement to 1' Property 2.30 "Cmmt Obliek shall, have the m7, -mu a ascribed to such term in * ► L WAIMT, =747 1 11 .:. G11 '+ li 1 ■ I' 7 1 1 ,11 R 1 1 1° 11 1 17777017- +3 1 =d 1 k+ 1 '. 1 1 1 f 1! 1 # # 1 JI 1 M. 1 1 11 2.32 "Incentive 1/ F shall have the1.! " 1 ascribed 111such term It r--, / 1! 2.33 1 -111' 11:I 1 mean,for if .i H. it r 1 1' 1 1 I1 11 1 i I 1, IY 1 •*, a' 11 1 1�. 11 1 1 .4! 1 bl f 1i " 1. 7 1 UT '' 1 1 7 +II 11 1 11 - 1 11 ' Mow!': IFI 11 `.�! i li." 1 it : 11' flMGM— q 1 Err. 1 1 1 '-111 1 �:.� 1 1 1 1 1 ►" 1! 1 � 1 I" � i; !': 1 i '1' 71 11 " 1 � 1 1 Il 111i 1 II *; 1:II :.1 191 � Ih 1Mt 11 1 1. 1 1♦ :111' 41:1' Iti �1 1 Fi 11:.� 1 �= I l i• 4 :1 1 1 1 11 I �1, 1 M 11 ' 1 l I, Iti A 1 � 1,,. " 1 1 S# 1 1 4.. " 11 4 =7101 I 1 1 11� 1 1 +I YF 1 = :Ilr i. *1 4' not include any incremental 1associated i. 1 the land 11 1 1 1 • f 1 1' r1 r 1'.M 1 _71-73 11.. 111 1. 1 F al 1 :.1i Ar 1 1nM§V� ... 1 = Devdgae shallhave the meaning2.37 rntroductwy paragraph. :1111 h 1 1 F..it Distriermeansthe ill 1 1 1 1 li. 1 1 r-sevelonment: 1 11 1 11 ( 11: dist&t, arrkWzed 1 II 1 : 1 1 : 1 1 1 1[-1 A 11 Y 1 1n ' 1` 1 1: 1� 1' ♦i1 11 "1 1' = 1 1 /1 = 1; 1 / 1 1 i t 1 :1 17 1 1 1 *: 1 `. 1 1 1 Z4.173 iM 11; t 1 1 'd l 1 I k 1 y' 1177,'r . 1 1111 11 1� ' ' e 1 + '.: 11 ,' 17 *�: 11 ' � 1• 1 �1 ,l. I1 Ii11 4 I1 v '; Tartigingfiffl i1ishallhave the i 7! ( •ascribed it suchterm in Section 2.40 "BMW means Phase I (including Phase IA, Phase IB, Phase IC (North) 14 Phan IC (South)), and '1.«' JI (including Phan(Blocka1{ 'li= i 2.41 "Phase 1 11.1 1 meansthe Substantial to theavolicable Phase :s identified on 1 1 1 11 1.: ' i1 1 1} 1 ► „11 1 A; i ;AI E �i } ! ; a • , •:1 11" 4 iil 4 _1 ! Ill: Aill i� .11 1{ 4\ { ► 4 1 !\ Y 1 1 1 1 1 f � 1 Is: � « \+� i i . ! � 11 ►.,. \ ":7 R1 \I � 1 1 I i i.•r 1 ! 2.43 has the meaning ascribed to such te rm in the I2.44 ,ir...'� 1..' !1 such, l . �I i�; t « i 1 i �' 1 II r i; !l iv t 1}', Ytiff 'r1':I♦;i 1' � w1■ i -,11 }ti to be ed for thebenefit l of the 1 and/or the Miami Worldcanter District (in whole or in part). The Public'Infrastructure lmprov�ments anticipated by Mastu' Cieveloper are identified a1 ExbLbit i "Redevelommat AEg" has the meariing bed to such term in the r"ecitals. 2A8 Rejail Center" has the mewing ascribed to ♦, 'Retail sh;all have the meani intz,oductoryparnmph. 1 1 ti M _ R. 2.51 ""S&MMds and &WQC6" has the meaning ascribed to such term in Section 2.52 "Skilled Ubor 1 cipfion &MWEg]Nnt"1 has the meaning ascribed to laid !1 inSection #MMGIJ-y3 laaftin I,if 1 :'. 1 1� 1 7 2.54 -Small Rusinm &=dge- has the Seclau 3.1.3 1 this Agreement shall have the meaI 6 1:� A i 1 4 means 1' General Contractor. 2.57 M ► 1 IS:M ,Qomnliance " w : i :r,." shall :have themeaning ascribed said tam in Section i 1 e ! :d' 1 R$ 11 7 *; •�.. � '.il 11.E 1 c I ! 1 ,� ' ,T,: is; 11 Bit 11 11 ' ; 1' ' ml;'IA= t4 / 11 . .,of i .11 4 0 "1 AwC means the areas of the ounty identffied in Section 1 and "Tenant meansthe build -out Mthe tenantimprovements with +i±: l .I1i,i I:; 11 1 M -jig lfm4 Irbil IT, 1 R 1 11 414f ) : 1 1 s. 1 1 I ! 4 1 1 1 1 A 1 11 r'^ a1 1.M ei : ;1�1 ► r 1' 1 a 1 LIP-411W�IALk 1 ..a I 1A 1 ° 1; WIN °.. If 7' 11 1 lir'R 1;4-10 1, T!G }'rl 1 1 111- m f 1 .1 1� ! 1 1 �• {� 1 1 T=li F, ',7 1 i •'.. 1 * f` # 1 ..:,, 1; :1 1JI 11 hereby maks theO 1 R in M01mitments for the ! w be 1 1 1 i" the Term 1 1 s Agreement: 1 71 # 4! 1 lr it 1 1 ill ril A 6 OMMA011—A CRA .. Zip Codes; e. fift to county Mi 061111i , IMR: 1 a l of the County Targeted Zip Codes. L.�7W 1ln, ' 4 1 1 : ':' • JIB 11 `1 11l 1 :. ..4 �4 4 ! +1 ,,. 4 l l �4': ! i #� residencekeeping "'. # the Wring prioritiesoutlined 4 4 10440110011;,44 1k I ! * =�l Il :vf ii 7...,. I1 1' 1-1 ''1 +till! ! i1-{', ^4 1 each =1r Il nquiretheir!« 1.` Contractors U 1 1 perfOrming 4 Improvements 1employ 1;4 :a fl1 tl 10% , r I - skilled iI 11 l 1 li 41 � ! iii f 1 +l • 1 3� • l p: I . 1 • ,i I.. [4 4 '. II 1 ■ 11 I G 1 f I" ": 11± 111 4 1 1'1 .{i � I' 11 li 1 1 ' 11 1 4 1 : i 41 4, ! # ` 4 .1 ':, 14 *•: I it 1 ! 1 i4 4 encompasses put of zip code 33136; b. second, to City boundaries of the Overtown community, as shown on the ski community encompasses part of zip code 33136; C. thK to City 1 Codes;Targeted Zip dL fourth, to City 1 H i -lR :14' insurance !l1j 1Icant non-violentfelony their criminalrecord. within dw CRA of the County Targeted Zip Codes. f sixth, to re�idents in the County residing outside 1 u � ', { Il # 1 A'. H P i • i � 1 S I I ' 11 • • � -71 ! .+ requirements and insurance company requirements; however, insignificant non-violent i 1 criminalnot1' 1 1 upon li criminal • •i. 1respecttoeachA Improvments• 14 the Existing ImprovementRenovationsl Developer each shall requim d= respective Geneial contracto I♦ r 1 e � 1 � I:rl �1 • • u:,1 r l} '1 1' � 1+ } a i G11 vj I 14 a. FiM to Subcon"Mrslocated Il the +. '. 1 ! 11 '1 %4 .: 1 i 1 1 i 1 :i ti ! � ► 111 # .ai • ii /-". "7+�+ R of the zip code 33136-, 1 Second, 1 Sr #1 Iii # '11 � i A •11 A I :' 1• ,# A 1 #� � '# community encompassespart i 1 zipcode1` C. Third, to Targeted Zip Codes; d. Fourth, to outside of the CRA Targeted. Zip Codes; e. i Targeted Zip Codes; and ' Sixth, but outside the County Targeted Zip Codes. 1 . 1 • !. i: til , 11 . r: vi l . • AI With respectto each Improvement (mcludingTenant !1! 4 . " li I Iw and the ., Improvement ■ li +141,Master Developer and Retail D,. •4'shall 11 require their respective I *1 Contractor4 havethe workpoiformed 1 Subcontractors i 'v "r. upon II Principal PlaceofBusiness AI thehiring i { E ',: Outlined e1 Sib provided 9 party. The CRA shall cooperate with Mister Developer and I #' ';1 TM R, 7LIP 777UMB P !r # ' # 7.1 Each of the entities comprising Master Mf # Y # ! li ! i 4 # ! 1 1 A� 1 .�. !v ti ` #S ' f 11 7 ► 1 : # #, 1 } # 'if 1 i #' : i1 # { A'i! } A :•. 1 1 ! 1 1 !ilJOF K# sd 1 !n! # ! ' ! A. „A enter into thetransactions 4'! x R +d✓< 1 this 1 1 '-A i' IA M1 l �`. ! A ! 1 I �# 1 � I '�*: ' _ ►�! 1I �: # "1 ! # Y..1 1 l A :i++ ! AA# 1 W4 1 1 1I it # ► I.. #! Aii 7.3 INs Agreement constitutesthe validand i #L # # ! 1 Developer, enforceable aygad # s o!en accordail 8.1 Retail Developer limited liabilitycm'npany,;# organized I ! validiv evirI under iii Ai ! i 1 K i' k :Lj 1 I #Vue 42111 II. ♦) i #ia 1 M; A !11 !: � 1 '� '# =*: 1 . ! I # 1 a 1 # !i # # 1 1 # h 1 1 `A: 1 ! 1 1 I min 8.2 Retail Developer"s execution, delivery and of this Agreement has ' ! ' 1 duly by ll necessary ! # 1 ' 9 h. does !conflict1 or constitute. dc&ult underany indenture,v2J w:y 111'!or1`1 111'# owinch it is a pa which it f1 be bound. Ili ^ #' !i 9.1 The CRA is duly organized and validly vl[lillting under the laws of the State of Florida and has full power and capacity to own its own properties, to carry on its. business as presently conducted by the CRA, and to pmfortn' its obligations under *6 Agreement I 24 3 tt r i TheCRA's execution, delivery I r t duly11 # :d 1all necessaryactionsand 1 1# 1# ':1 1 1 +i +• 1 � -73 sit 1 .� ON 4": 1 1 W, I t f: t lbw fC #; 1 #,. M I 1# 11 1 r l 1/' 1 `+1 6 r M 0,JIM) ' M 1. NQDM AD notices,14 1:1'r;1� ar:t t r. l approvals, r e r #;, Ir - 1' other 1 i r- ti Ir 1 rrae 1 t + 1 1 ';, 1 1 -' � # ► 1 1 - ' + ' + 1 �, N # 1 r r 'i I M IrT ;77V 6I.T F l r •� :• 1. 11 e 4 1 1 : 1 +'+', i 11 + 7 # .I 1 1 41 1 FIRST,MIAMI MIAMI SECONDLLC MIAMI R MiamiMIAMI FOURTH, LLc MIAMI AIL LLC 11 1 *1# + 6' 11 BeachLakesBoulevard "#i Suite 1200 West PalmBeach,# +: 33401 I961-1179 Steam i Stred Suite 11 Nami,FL 33130 Attention:Rf'+; 1Javier E, Fernandez, 1 11 21 134M114 Qi l AbidgmanWer Schwwtz and 1 1 1 LLP 600 Woodward 1 ::1 ,Avenue '1 First National Building Detroit, 49226 l R l l ! ' 1 It ", 1 +" Fax: (313) 465-7475 Southeast I l Community Redevelopment Agency + NW 2�'Avenue,Floor Miami, FL 33136 679-6835 Holland Knight 701 Brickell Avenue FloridaSuite 3000 MiamL Aftendon: William RL Bloom, Esq. 1 :. ,•I f «1 � .11 1 ,: 1 ti 1/ 1 " 1 1 i l'� 1 I :�, 11� ,, I 1. !+1 fl 1111 ►' F 1 1,'► ;+, 1 '.,. iA 1 el 77 I► 1A!►, :rl, 1 Yi7 ► K 1 '+. 4 l 11 1�. RI 1 M' 1 ► e Ili 4 1 i1 1 1 1 '1 ' 11 �r ! 111" :11 1' !►,:� ;� 1 .Mt„1, �i� :I,i :_� }I 7 I 11 1if''. , 1 ' lj 12. COUNTYt l l Master Developer o theCounty # - orapproval 1 I the Incentive 1 11 II M 1 1 : +i11 , [ ► ! 'fi � li 1.�I=a,1flV I 1 t ':.1l791'"W I 1 11. �;: 1/ ,: 1 1, is 11 t I 22 #34336011v3 +' , 1i 1 � I 1 •, 11 1 11 II: 17-77tkv + 1 1 „ 11 qTi a L It, 10it) 0 !c r 11 a1' ;is plainmeaning. M2 1 1".event any i or provision i this.,iN14 it 1 11 1# # !i M ! i' { 1 f i ■ +Y• # t 1�. :i fJ .': I 1'_ 1 ! ♦ [ A +�/ 1 a!i ;�. ! 1;.. / /1 I*a •. tl ';1 #A and of this Agreement shall bee construed to be in fall force ba 20.3 1 the event3 1 litigation beR 1 the 1 inclu&every other1 ll genders, andcaptionsandParagraph shall be disregarded. 20.5 Ali tf the exhibitsattached to this . 1 Agreakentareincolporated # and li made a pan 4 this Agreement, 19 Time shallbe 1 the essencefor each 1 tevery provision '1 #! ' g«ef 1 1 '+3 1 20.7 No provision of this Agree n Pro is intended, mot shaU any be construed, as :icovenant of any 1 4,M (either !" 1 or # t e! director, # aployee or 1 t A the „ ' in an individualcapacity. 20.9 This =d A wll ■ -, I'i ■ R a 1 I e 1 t I 1 A Agreement L II 1 State 1 1 1: 1 Ail 1 in ' L 1 II •+: 1' 1 #i'. '1 1 X11 1. Ilii ■ L 7 !► 1# 1 1 1#li 1 i 1 4..: ■ 20-10 This Agrecraicat may not be changed, I sl 1 Il..e /writing signed by 11 party1 1whom `W1 wL l Retail20.11 From time 1b dw and upon written request DevelopIer,1!F-xecutiveDirector,on behalf 1L the Cr' # shnilar 1 11 '. i # ! # # 1 •.:. 1 11 # 11 N343M110 1 1I 1 1 1 ! 1 All, 1 : 7 1 # 1 ■1 1 F :�' tn# 11 oil 0 0 1 STATE O •M`i, COUNTY � , ►; t 111 � ' '1 ai ;11 :f71 f♦ �� 1 11:11 fa I ' IA..I 11111 o;1 behWf 1 the corpomtion and .'omppy, who }. +1 "!1; 11. as i 11 :11 kms\ i # l '. fR it 1 4 11 IF' 1 ii 1 ■ 111. 7 X:.: � 14� F:A, 1 } i # l '. fR it 1 4 11 IF' 1 ii 1 ■ 111. 7 X:.: � 14� F:A, �iIFA V;us 3499),1Ir71 lifJo�;1-i 1 , ' ` , , 11, 4 1 , r it " ! ► ; t lil 1 1 , 77-11 �WAMT ;t , , : ,'' , 1 li+•1 1. 11 4M 1 , ,'. 1 , % f„ ! ,P 17 MT, 1 k, lif i My commission Expires: 28 0343M110 HBO, 28 0343M110 I W—.A� lom mm -W 5*011jas #TVjor57,o5TAp)P MLAMI TMRD.1 LLC, a Delavme Hmited liabifity compan� mwoi; i ��KVN 1 pit) it; 10) 1 �4 I 11. I lll� -flT 1 1; 1 q 1 Iml )14)1 toy i If- I 1S' Ito I lk- --4)111111 [—,'!Zi( MI I =. BE 29 03433601 1_V3 r� r.� :air '►,� �!',r� . MEN 0 FTgr-T 77.r7m, . •,r , ' r, ,1 . - mll vi IT* 30 034MILO i 7,7 M,7 r 4�� 1 Elf) a4 CC ;II 10741 ��i l9>.:"='AA R I lII tK �. S S +A . 1.1 -MI M � 1 !II �uaii 1:4 '1: 11 F R - r;1 i t q 1 I Y.1 a :1 J ri.r: 7 •; 1,.. 1 r; �1 + sa1.a �+td 31 FM3MILV3 Ls 21 day of AA T., a Delavwe corporation, � company, on behalf of the P me or has produced f t in h1,2 e'*. 1 31 FM3MILV3 Ls 21 day of AA T., a Delavwe corporation, � company, on behalf of the P me or has produced f ............. • 32 N343M011-A 'jy ; STATE OF FLORIDA COUNTY OF MIAMI-DADE {, �+Agency,agency created pursuant to 4statutes r 97:1 r' {1 ;4 1 1�.tq �: i { f !{{ 1 ' f: !' Lv'jT r !i pursuant to Section 163.356, Florida Statutes, on bebalf of the Z. known n t R meor bas produced Z F � Printed My • 1 on :1 F .4� d+ � Lot 1, less the North 10 fed end the East 10fee� Lois 2,3,4 and 5, less the North lOkL% and Lots 16, plfft thereof, as recorded in Plat Book B, at Pap 41, of the Public Rbeords. of Miami -Dade CounIN FlorW LESS AND EXCEPT the ffillowing: The South Z5 feet of the North 12-5 fed of ,s AND The external area of a circular curve, 1 • t , d a 1 1 + . 11=37 Avenue;NY- 21d M The West 5 fact Of the East 15 *at Of lot 1; AND The Wed 5 feet of the East IS feet of the North 72.0 feet of Lot 20; AND The West 7.5 &d of the of theSouth 78.0 fed of Lot 20; E_ f MLAwFouRTKLW LIDU 1 and 7 Block 22 NoW CiV. of . ,; . the , .. Y, RPT&P, Pap 41, of the Public Rwa& of Miami -Dade County,Florida, less the f4orth1 fed dm -of a. m AJ +i f Ir I 0., 1: 1 OwNER ENTITY: MIAMI Fnw.LLC of ilic Records ,Miami-Dadew Florida. ne North 100 fee of Lots 9 and 10 Block 22 North, City of MiarnL according to the plat there4 as nowded in Plat Book B, at Page 41, of the Public Records of Miarni-Da& Count& FlorichL The South f fed of Lots 9 and 10 Block 22 North, City of nni, decording to the plat thereot recorded in Plat Book B, at Page 41, of the Public Records of Miami -Da& County, FloridiL Parcel A-6 (91-DIO2420-11 10) 41, of the Public Records of Miarni-Dade County, Florida. U 120) 1 1' ! � �1 s'. 4 �;{' �R 1 1 i}-• �.1 A�+1 :f i`.17 a Y the PublicRecords County, Floridi Parcel A4 L01-0102-420-4 13Q) 41, of the Public Records ofMiami-DadeCounty, FWdIL_ at Pw 4 1, of the Public Records of Miand-Dede County, Florida. 35 li r ► f 17; ' 1 1 .1 1 i 1 : { );,. : -1; 1 J+o 1 { f I � A ! { l 1{ R 1 1 1 Levi Iwl` F !ti ;: 1 .' 1 1. 1 i t 1 L M 1 A '. 11 ! •.1 Page 41, of the PublicRecords1Miami-DadeCounty, f 'i1 OWNER ENTiTY: MiAmi AA, LLC IG a Page 41, of 1Public 4 Miami -Dade County, Florida. i I 1 U- 1 1 } :4 1 .R 1 6; 1 1 01=77-1 `i f 171 OWNER 1' and 10 with the North 60 fewt of Lob I I mid 12. all in , to Dade e o 1 OWNER 4 Ar -.7- 771 A 11 : -1 A IT 36 0343301l v3 : Lot f:, the Soudi 8 feet thereof, Block ! North, City of Muni, f! 1 1 f =11VIIF —t . V.i i Iii a I t. i 7" 1 I1 1` f f. ' f f R f ► �. "' : 1 1 f= I;i f � , 1 �_� 1 f � �y f 1" I 1 � of 1 ii �� ` Il ;: Nrf 1 13+ f p . � f - ��f. 1 1 11. ! 'i :1► i ;: ' oil 37 #MMII-O '1i a411 i,( i VOITI : 1 01 M 1 k 01-Q) OWNER ENTITY: MLANS A4, LLC 1= North 140 &a of Lot a 1 a FW dwed. as mwrded in Plat Book B, at Pap 41, of the Public i la e� %1 t► 1 r 1 1 1- '.g one-half of the North1 feet of Lot 111 y. j �► s t �:� •� ' i [:�,Ui I 1 1 11 1)1 1.,, 1 It Paw] 1 1 ky,rl 1 I: M OWNER ENTITY: MLAWAfiLLC s ► i.. a. I k77- 1 41. of the Public Recofds of 1 : ► r: d: �w ,(01-0104-020-1100 i OWNER ENTITY: MIAhU Ad, LLC Public a i County, o hl C-8 (01-01%602D-1 I J1 s>• ' a 1 a t a=-7,1, ��' i, ,7 !m Men, i 38 034"6011_" � i r w a• i' � � ., ' :t• as rewrtled In Plat Back X at L4111IR I :I If p w3 !ON FYI t +i 1 0 =73n w • i_ �r 1 "Ly I 1 I t 1 N'. M 1 a ;-ti+"+ - A�. • x.11 U r t 1 111 MIN 1,, { 07 , 73 ; 7 - n = a -7 07 i 1: 0EIIII, F #„ ,# 1 l ► � � Ci �: lli h�l ��1 I _ 1; 1 \ :I 1 �1 '': � 1 :f i� 1 ! _ 41, of dw Public Records of Miami -Dade County, Florida. i I 1 Q!ycl r 41, of the l Recordso Miami-Dadeill Florida. P.9 -me) I TJX JF_ Qi ML4mFouRntLLC ! 1 11;.. 4 1, of the Public Records of Miami -Dade County, Florida. parcel :t 1 OWNER t LO ! 1�. Y 1 Y ! ;l 1 " ►< 1 1 . {i1 7 - 1 II F= 1 ? Parcel Srik' I 1 0il�0 .. OWNER BNTrrY: MIAMIA/1,LL.0 7 39 1 IA Fs -01 } OWNER ENnTY: MIAMIA Us So100"-, of l xt ?t »e *rte --1 1+ — OWNER asa[�(fw-'K 7 . � . � MIAMI . . � . » South}ffed of Lats:and 2together with the North 50 i inffa ««v« « as wdmd in PW KfZr,75 40 N"3601LV3 I i] 41 11 1 1.19 1 J. ..a,4 the 1 Records► ;tli D: 1'County, 1 1. Pwcel 1 I i '1 Iii 1 1 1 OWNERENnTY: MLAW FOURTH, LLC Mia 1 f f County, ! 1 :: Parcel OWNER ENTITY: MMU FOUR7% LLC ne North I 1'Lot 5 and Block North, 1Miami, m • 1 w :11. i ':; u r -1 „«1 1 1' County,x;1! 1. im Fe5 fOl-0105-080-1950) FOURTH,OWNER EN=.- MLAW The North 15 feet ! Lot 7 1BlockNorth, 4 Miami,accordingto the platthmof. f. i A =C 1 Book 41- 6&e '.I 1 1 1 1 1 t 1 f 1 1 Ii _.7 1 F r 4 1 O" , *i 1 t M 1' 1 ■■ 42 1® I I 4 1 1SEE (i x 1 TiWi1 1 _ F0 I 11- ASM 7,53 J 1 n J �.� * "i � 1 F -1 i � R ! �! i� ti � 1 ►i 1� / � s I f 1 �'. eIMF MMW =ii 751KOW774F' 7 " .i� A l w s til =,;I. somwAlm.-I ! c *, I111 :�. M L-7 „ 1 1 t77 A i� , Iit is ► , . 1. i I M allow: !. , �M., 5 w , rN E4711 i 7 f� it Ji.lirq Rail / 1 1I" 11� , /: f ss+ , 11 A , RRIg' NNI_ , - I cm( PKI), i7 � , 1 = 1!. ! w +1 IE "� , , , A , A 11 ti p.'H �♦ 1 , i City of .i 1according w. the plat thereo&as recorded ) : 1 i '1 "'. , the Public Records ,f Miami -Dade County,Miami-Dad:Florida. :r.. Lot 7 and the West ono -half lA Lot # Ins theNorth 1 fact thockNorth, City of Miami, 10coirding to 1 plat thervat as recorded in Plat Book of the Public Records of Miami. Daft County,Florida. a. _� 115J�QM 1� 1 1- . 1 • Lot & less the Northf feet thereof , 4 A 1�� ;jNjA , ► 1t� :1 {, il1,r R= , PAU , ,: MM ^7 F 1 SM 117 1 { u ,i sl , w 717i1101T 1 , w , ,'� : l,i .l K w, E ' 11471;11! =7 Z,.TWfi7ir77M6771*R City o f Miamt according to the plat thereof, as recorded in Plat Boc Records of Miami -Dade County, Florida. 1 } 104:00-11 h.. } OWNER EN71TY: MIAMI Futm LLC 1 1 ► � 1!, 1 U �; ► ,rl 1 - 1 _ 1 vI 1 t7d 11 # 1 v v u: I I # v' : 14 \ 1 1116 v 1 tr ;� —i'V]6 t # �1 :I : A', , A, .§ _ 1 v :I Dade r Florida. s IT7=11 AM Parcel F.12 (01-0194-03 -1140) OWNER ENTITY; MIAMI FOURTI-4 LLC Lot 14 Block U-NmnrthMj-� 41, of the Public Records of Miami -Dade Comty, Florida. FouRTH, LLC 45 11 I ,I I.T4777' in Plat Book B, at Page .......... UFA U j I m -" at Page 4 1, of the Public Records of Miwni-Dade County, FloridL Parawl OwNmBNmTY: MLAmFouRn-4LLC 4 1, of the Public Rem& of MUW-Dade Cou*, FloridL Paro d F-1 6 ffi-Q-104-030,4180 OWNFJL ENTITY: MLAM THIRD, LLC Lots J? gil; of gia-ffi. pXiiiVAR �T, tha B oa 1W C7110.1 =7 0174A,4 oto 46 NM36011Y3 as recorded in Plat Book B, rry-7747k," 7.1 I IL I I �.l . . -1 -1 k I i 4 t, I I I t L"1 f74"l Wr7j: moo V:JE., 07 JE— - 47 IMMILY3 '= i �� 1 1 f I' I } 111 1.4 ' • I A� a l i "'ifilto i 1. i. ; , 1I d r ...M1 ,s> !fjj UMITO0. Y. , l �{ I! , the plot thereA as recorded in 1 ' 4 i. 1 1 i �� 1 . � � i R i;. :11 1;: 4 ► � 1 ' ► ' I � ; ' 11 � � � i1 � 1 r Plat Book B, at pap 41 of the Public Records of Miami -Dade County, Parcel 1-3 MI -0101-090-1052) TheNorth 125 hetof Lot Block f.. { I theplat i 1I A..1 AY 1' 1 �g Plat Book Recoxxis of Miami -Dade County, _ Flixida. A m: 11 I}il::.. I fil OWMR ENTITY. MIAW FIRST, LLC I` North 125 feetof A F: and 1Block 19 Nortk 1MiamiF'zmftg the SI thareo& :.k 4 Plat 1 4 Al 1? .,R1 1 1 skyj lei i ► � �r1l ., 1 : � . k 11 n 1 .1 :1 v 1 ;. ; 1 1s.. 1 �1 :.• i r1 n : 1 1 :r' 1 : � as : r .,4,r 1 � 1 tt 48 • 7�F t l 1V771 1 1 k 1 1 f 1 I I 1 1 w I 1, 17,f I I 71l 1 ' T 1 f li . 1 1 * r r 1 1 1 Fit f 1 1 1 `' 11 r 1. i V k I 1 1 �1I Lou f l' != w, 1 1 UT -11=-t 71 1 1 1 1 RI f 1 1 f 1 1' FI • w 1 J046: , 1 H 1 :: 1 vl {-! f3� IMIA11 a 41 t 1 1 f 1 =7, 173 Z Mi11 E 1 )1 1 1': r ►'; 1 ' I,.i l � `. r 11 1 11 �- ►: l u 1 r w� 1� 1 # f 1 ,. 1 A � 1,,. 1 f�.. I I { 11 �► 1 i.. M 1 1 wi`lr 1 li l 9 f' ► ' 1 F r 1 'J 1 1 i ll � I f' l `.t ►�. `,. R i '9 1 ri 1 1 r .I I LttAM`. ► r` k" l aPAO i1 1 F :' r r i1a 4 Is 1 1 !' rl ►:. 1 � 1 ' 1 i 4 4 1 v,MrT,7ao7r. ! 11 1 } I I \ 1 L I I } .. f I } 1 } } Ti1 } - C 7 1 ;1 I and Ow Plat 1 Mme}as rcm*din Platti::M1 i:"; :7 p 41 of the Public Florida. '�{ 1> }�} I 1 - 1 7v7U, : 1 Ih_.. } 1 01 the Plat thereof, as reowdW in Plat BoPok"B". at Page 411 of the RPublic Par -=I,_-2 (91,0102AW-IL20J 1} r r r and! 7 i;JIATPII r .. Y, : ► 1 X41 r - J 7 !�: Pawal K-3 MI -0102 -MO -1039) 1 ' SoI 45 :': of M V: and Block NoAh, City 1 :. 1 ..1 0 1 f 4 I'I 4y I1 41a, Public o k; rc L01-010270304 OwNERENTrry. MLAwTHiRDLLC I i I r iM-9 r !:a M�s I in Plat Book "B", at Page gm, l ! 1 I I al :} ►', I f 7 r: A r fEN 1 1# r I± 1 I MvwiTHtRDLLC lAts 7LRTt 8, LESS 4 5 8 Blink 23 t ft CV ! Itin PIT' as recorded in Plat Book -B-, at Pop 41 of the Public Records of Miand-Dade CounIN Rod& 1 : 4 f 102-030-11 411 t. OWNER E1,YnTY: MIAMI THIMLLC Pm=1 MI -0102-030-1 I1 •wNERENnTY. MUM THMDLLC IviIr 4 c k a rk '.:i ;F,. 1 1 • 51 034336011Y3 1 ► is ►� 1►, • 1 , Fs '7Z - i. ! I I', If I k Is ► : ►. i 1 ► s. i w► n 1 r: ;. a 1 �� t �',. ♦ . i Pap 41 1 the 1 ..►dMiami-Dade Norida. _I .t<1 ,% 1 I;I • .i .�.a Ali 1 �•`f !l '.i� 1' •1 a,' . :�< 1 r � :�( f i! � ! A r - 1 � ► !�. i ► � Iii 1 � 14 „�rla } �; it ' - 1 '. 4 F► 1 :. r: ► F . f ' ' f I 11 '. 1 .{ 4 � 1 ! � f � 4 1 ►; 1 1 ► i 1 a 1 ani' :� 1 tt_� ��i a' � �. • 1 � A 11 1lilt(* 1171, 4: I' * 1 k - if 11111,11 - : f 4: 1' 1 1 ► 3MO11034A Parcel K. ;,I, z = OWNER ENTITY: MIAMI FIRST. LLC The o� the"— 71 F '; I I and •ii w �� a; ' : ITS' Records of Miami—Dar County, FMda. f Y 11, I I i;I The NoA 50 feet of Lots 9 wW 10, Block 23 Norffi, CITY OF MKML � ��i� :�� ` � � ..�'�• � :� 1;:� Biu � �. W USK1,011 �11111 � T1w North 50.00 &et of Lots I I and 12* Block 42 NORTH. of Lhe CITY OF MIAMI, a=ordhig to the Plat thmof, as recorded, In Plat Book BPW 4 1, of the Public lkeccids'of Miami -Dade Camim Flon'da. aWa 717-,719 NE 1, ' Avenue, Miami, FL 33132 54. }171111I1 MT: 7T.MNIMIT7 'I 41 ;1 1' 1 QOOAI ! 1 r 1, H IIS' :1 I .. 1 1 ;i1 _� 1 f 1 i !li 1. Approximately 765,000 net square fbd of Claw); H. Approximately !1l::e- l3,000 space 1:1 I a 1 1 =77, 7r= ILT I IsIM IMF SII. 1 • , 1 1 ti 1 :I ; Ir , a 1! � : Iw, MI r I. 1 li . 71 5=777, I -{I 1 .7 Approximately 00 hotel A s iii Approximately ' 1 0apartment units; Approximately condominium units; v. Approximately 25,000square feetiRretail;and Approximately1,0001 I W and/or{F".) parking -12 �I, 1711 f 1 1 t i�,A,:- ! +J d1 ..1 I1= 11 ii _ I 1 i t1 1 L Approximately 704 apartment units; H. Approxinudely 25,retail; and W. Approximately 1,034 parking spaces strucumA and/or M Phow 1B LTmm on Block B & H) > Antidpated Development t.: 1 :— 1 > Anticipoled Development Value: Edfinated $273.7 mil! $3,201,669 $267.5 mill $3,129,143 $186 millia $2,175,778 $422.8 milli $4,945,800 $313.1 milli $3,662,559 �1: �: IL #liC :� I Miami World Center Phase I Infrastructure & Garage Estimate Updated Description I I Amount 1. Public Parldng ® Demolition 672.'13 3. Urthwork $2,3166,962.15 4. W r Distribution System $1.766,122.26 S. Storm Water Management System 5 $3,256,036.18 6. Wastewater Collection System $2.4iia7a.69- 7. Chilled Water ConnecUon B. FPL $602,969.66 9. Telecom I FOU-T-elecom Manholes $120,S93A3 n FIber&Gas $3,014,848.31 22. F�B-dvw ImPraimments & Rebuilds $1$776,31406 13. 14, Curb, Gutter& Sqdewalk Concrete Hardscape/Pavers $2,1M,908.51 - $6,220,953.78 15. Landsca ping& Open Space $9,633,135.17 16. parks $3,798,708.88 17. Signage/Wayfindins -$1A8%47&99 IL Site Ughting $12,235,329. 19. Signalizooft ®3 20. Water Features $1,899,354.44 21. SUffTOTAL WFFHOUT PARKING $S6,957A58.34 22. Contingency for other utility conditions $3,014,80.00 23.1 Escalation 10% (without Parking) $5,997,231.00 59 934336011y3 EIN 59 Exhibit "E-1" X1 sit 4 LEGEND .1"! qdde� -F" ma 1965 Park ftt Ad.dl 46 eta Z v m,pa. ^M. mr 4.w. m"'g.bs uh low J WIMP 60 #343360110 1� I Mamallattie 3 10 17.1illwa, (O;st) Gibson Park improvement Gnmt S141 WII'Mil (See 611. OW3011V3 F -I) 2030 034336DII_A I -Ti ',fN al f K i 034336DII_A ': 1 11 ♦ it r 1 1 1:. ' eL'. 1 1 1 � 1 �, 1 1 !', � + CRA was 1 1 1 for dc purpose of rem 1 1- 1 1 it ,Wed redevelopmentarea(the SI + , Lm1 r:,1 + wl ■LTA i"1 1 ■ " r1 ■ ■ i 1 Witc, ima + 1 i1 between FUENT COMAUNITY �1 } '„�1 ll ►A ■li Apt .Ji 1 1` 1� � 'I �i' a :�� i 1 ' �u ' 1 1 1 • , 1 i'MM 1 '.• I IZ + 1 1 1 ail f + `iw!.. itR � . iA - 4 + + + . ■ 1 1 it 1 1 F, - 1 . '. 1 ■ 11 p ■ 1 i ' ! ,. E. Developm hasagreed 1 enter intDthisr r =i i 1 1 1 order 1 1uce the CRA to enter nt w the Incentive AgreemerrL NOW THEREFORE, e, r -consideration 1 ► 11 0.00) .11 other good n1i1 ■� f Ing 1 i 13 1 1 -� ”- I 1 1 /1 t 1! 1 '._ !■acknowkxlgeldl, the partier w t � � 1 ! d ^- . 1 ': ; 1 11:1! ■ ; '�, I 74 �'��. 2. DAFINITIOAS.Thefollowing r 1i r1 in Mowing meanings: :11 1 ■ 1 1; 1 M■ 1 1 ..+;� 2.1 ]' i1 }shallmom 1this First Somceit 'Agreement 12.2 "gily" shall mean te City ofMiami, 1idi:. 2.3 "CmW shall mean Miami -Dade County, Florida. 1 means the4 director I /e j i it 1 4 1 1. I 1 11 1� 1 1 „1 1 ,II 11 1 �Fl 1 1 1 1 1 f? 1" : 1 1 :. I 1 * 1 1.. '1 I 1 1 l i IJ 1 /• 1 A�: I #. r:li. 1.Tr ;1- 1 ail 1Gf 1 ii .i 41 Z`TE i 1 IJ 1 1 1 )Jill( V[ i 4#x11 1 '. [ 1 7 1: i 1 1 iM1 1 t 1 I II �s !� i :Il it 1-411-41 tlel 1 it! - i1 l iill 1 Fii l tam 1 7 w.�,Il (41Tj (41T 1 1 - u 1 �1 1 '• 11 '', 1 ; Ick : ., 1 r..k 1 .� !.s 2.7 :I Time 1;. shall mean an f. classifiedas a FullTinieEmployee. I JL111 1 II �I 1 1 11 1- all 11 I11r: t1 a :II l t � �+. ',1 i ! � 11 ,� 1 .: 1 .d�: , 1 :, i 1 I � '. f • l l ' '. 11 1 1 r w %�; .i �, 1 1 - 11 I�' 1 I I AI I: 1 ♦i' 1 Residents livingwithin 1 particularly shown on the sketch ar, encoinpasses part ofzip code6;: 2 I MR-77TTIO= 1�+ � I 111 mit 1 I 11 11 11 1 :1 i F1 l it 1, t R■ • 1 1 flu! J JI 1 1 1 1 Mdpafion U.each M!Traim,... use commercially1 1:, collaborate 1 1 Mi I ensure that appropriate1: ', J 1' programs are : 1 1 :• 4 11 Ir 11. 7 1 1 ill 1::�:.► !'±t:1 ;...:1! 1' :4. 1 L: 1• / '.: 1 1 11 � ' 1 ! f 1 f 1 � 1! 1 ': 1 l � 4',. `, 1 i # : :` 1 • 1 ' A t I '.. 1 f' 1 � 1 �` Il 1 ]'. 1 1 •: : 4;.j i! :.1 II �+. 1, 1 4 1. I# li. 3.7 Advatfisemmt For I JobTrainiM ' !± 1 -` 1 : ►�3 #] f 1 :11 1 4 1 1 1 4 1;: ► 1 f localmedia and If !e City cornmunitytelevision channel. '. 1 rl 4'+111 .14 nolessthan prior1 the schedu! 1 " ±I 1 f 1 i ! # 1is 1 1;. 1 # 1 41 .�i ` _IRX ofsuchJobTrainingWorkshop or Job • :� 1 �' +► ; l � ; ', 1; 1► it /. ). 1 1 ir5 1 1 i1 1 ! � 1 I 1 1 1 1; 1• 1 ♦ : ' l 1 € 1 / �+ 11 1 al i V 1 :1 1 JI 1 1 � r:.; Ilf' 1 I Y•' 1 �: 41� 11. }� ► ' •" 11 W-76 V 73 1 �. • :+: 1 i :p ' `Lf .I1 ',1 :11 11 1 111: 4 1 1 1 1 #► mil 1 1; 1 1 1' 1 1� h ! 11 1 1 ' } 1 4''.. 1► 1 it ► I1 1 1 °: 1 I � I % 1 .! f� 1 '€ I 1 end 1each subsequentsixmouth period. 1 ! ► M�y" =J7i .It 1 1l77 ► 1 1 ►4 `1 111 I1 11:/ �{ f! 1 1 fi r 4 ■� ° 1 1 f affil R # AI'�. ► 1 :1 I : / II 16 1 ►'+ � I 1 1 '-1 1 _ tl 1 C' 72 If the: Developer breaches obligation 1 H I, due vursuarit to 1 1 1 f1�. - - 11 1 ',. 1 tf 1:• �� 1 1 :• 1 ! 440 M of 7 r Fit 1 :: 1 t 1 the 11 ! 1 shall i! utilized t 1 •" 11 M 1 MjI ! :, '+lt 1 t' :111 I TimeNon-Compliance- =-77-1lt. 1 ! • R.y' =- - ► 1: Lt ! cM 1: : e aIt M1 * 1 r � i 1 i!: :1 (1 1 1 � 1 ' 'd 11�' ►'f ! ,, 1 1 / ! 1 1 ':II �.. � M Ft Mr ■ i1 1 1 'A 1 1 1 1 11 11 ! 1 1 f 1.' J1 1' 1 �R +•. f ! ! !f Si: II M 11 M I m !f theDeveloper. ie by to aecutive1 1,... :) e! 11 a I+ 1111 1 + ! •a'. � 11'1: ;1 R ti R rl 1 R •R M 1;.. :rls 1 w 11 es! + 1'a Irb M 1. 11 ^: I 11771o 1 9 " 11 1 M I A :,1 f 1 M `, 1 R <.. f 1 1 i •= ? 1 ! ',,M I� � r:: M 1 1 k �+: 4: 1 ., ! _ 1 i a.' jl R 1 7,1F77=#,, 8. I ' rl 1 M'.0 M 1 A ! Mr f � 1 1 ✓F R !' 1 �t 1 M SI f ;1 4 1� � ! !P 4IN ! :'.+M i�1 { M : 1; 1 1 : 1 1 } 'J �■ 1 1 1 :1l.,, 1 ti 1 1 ' '1 '.11 +1 1 I M u. and will be domed delivered upon receipt or rdwal of delivery. b f M I[ ' addresses, d' ! M 1.1right M any party to change!'re siddrew1£ it to receivenotice !written noticeM theother party: If M IAI Developer. Miami MiamiSecond, 11 Third, Miami Fourth, Miami 1 Miami WorldConterHoldings, LLC 1645 I I BeachLakesBoulevard, Suite00 Wed IMI. Beach, FL 334,11 f 961-1179 1 1 # 1 MIMI .{ 1 -Mi&Tli7,--FL 33130 ' 4 Y f/ 1: Marina/ r,. Fwu (305) 799-350111 f ITTrIT9 1 -I=, F' it Mimi, !; Attention: ' I 679-6835 ! 1 ! ! 1 , i w 1 Sufte 1' 4 Florida ` 4=11 i / 1 : :11.1 789-7799 t i' +' •�{ '. -i 1/ 1 '.1 - / ! a 1 li 1 ► ! I I ■ ' �,. `, A f f 1 11 1 1 i 1 ! ! / 1 l 1 M ! 1 '� 1 ebft 41 This Aireementf i 1 Itl 1!lll =11 �`I 1 1 1 '� ►' "f 1 1 - M=—-. ' 4 :1_ A 1 ..,1,. f • k ... 1 4'' i. it ',. �# :. 11" 1 A ;, 1 Lt 1 `- ll i [ia h: 'v 1 - A 4': ! I iH1 i! 1 M '.) � %1': 1 - 1: 1 - 1 4 r1 1 1. ►:t ♦ .i1 f / �: f I S! ` l4 1 1 1 "e+= # M l ` ! i 4 fi ' � +" # i � 1 1 i "+ 1+ ! 1 1 - :'' =1 .•+� [ 1i" 1 E... 9.4 JMM. This Agreement shall become eft'PlEve on the date of mutml Ii 1 4 f `Ji^ 41 .11 . al / I' 11 1 i 4 1 4! !' Phase.r / 5 S4 - ► : ;1 1 1 i ! 4; .d I1f / 1 .a i11 1 ' ;1 � 1 !''.. #34335SOLv4 9.17 1 AEssence.Timeshall! 1 I provision !q Agreement. 9.18 Personal Acts No provision of this A� ♦ i.� A 1 1 � ! al � !! 1 ! ' A:' { ;. !! ! 1 1 MA I 1. .,y 1'i. M! 1 1 It 11 1 1 A �A IW Mrl Al 1 1; A �, � Thisg1 n +11 ! . A 1 : 1 1 1 • �A ! A 9 #3433580v4 IN WITNESS WHEREOF, the andthe Developer day andyew firstabove ten: PrintNarne FLORIDASTATF, OF COUNTY OF MLAM-DADE MTTTVTI '=,-, 11 e 11 f R f f 11 ! 1 . 1 s 0 1 ,) !# 1 1 1 21#1 f :h #1 M , IE limited i a Delaware By: Hand Scom Manager,Inc., managinga.rMlavw6 corporation, its M. STATE OF FLORIDA COUNTYOF I Vice President 1 A '_ Y: * 1" ill -ll ,11 { +1 f►, IFRIaIli I r' :1 �. ,�. I G.1 ♦ '.. I II I r : 1 o1 + i.',= ofcorporationand ffie oompany, 11 personally as identification. Notary Public, State of Florida at Lap 1 iY 11 !I I %� br In i r r A Il =li •1 Print Name 1 r Alt' , `6 Notary Public, State I' r■ , !e ZRAMEM= 12 Y Floridaliability' corporation, i Sy: I Nitin Motwani Title. Vice President Print Name 9TATE FLORIDA COUNTYs US day of 9 if 1 is ! } • $ 11 #i A # I r { ■ ! # t 1 11:1 :'�i 1 * 1#i 11 1 ------------------------------- behalf b 1the corporation andthe company, who is as identification. Notary Public, Staft of, Florida at Large # # r 7 11 1 »«§ By: Miami AA Manage»Inc» a Dclawpreco {*« its managing 0 X-tw�- 4&» : 1 §«© coMowAon and the company, who is personAy known as identification. ± yy d »: < ?*� r}2» I | N34335803A_ I "® Print Nm e. "A m L0 fi ##; : # * I 4 # i# . STATE OF A AAA COUNTY OF 1 The ogo.g ituftment was acknowledged before i# day of February, 2015, by Clarence E. Wqgds, M. Exeg&u Director. of the S06W-EKST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a Plu lic created pursuant to Section 163.356, Florida Statutes, on b 15 Exhibit "Ar l�,LAI 1 7 P.. 1 1'. .. � 1 Page 41. of 1 Public •Miami-DadeA.,1 1 1. !;• 1 the Public Records of Miami -Dade County, Florida. 11 ! kc I 1 0 1 1 1 2 7 1 ! r: I '..1 1 7 �' 7 l l J: S !■ 7 1 .•A .I', i 1 4 s _ 7r 7 l 1 1 1 ! ' a l � :.! 1 I 7 1; a 1 ►.- A I i --:I 1 11 �� 1 . �: LOU 1 and 0less11} 1 I1 0 r`: f r .ail A Ill i. k_ 1 t. South lrheltof Lotsand 12, Block NOR7H CITY i thereofas recorded IrmBook k fl = I I 1 famal E-8 _ 0-1080) The South120 feet1 Lots Ij 11 14, i �! ; / 1 i! = 1 Ii 7 ]i 16 #34335303A_ 2111 b ;.7 + 7 i.7kNJ �jlfgjlik 1I.7 0,774! ! 11 1 7 l #7 7:. 1. R T I 1 75 O.- 1 rl 7 11 71 vT, The South 120 feet of Lots 14 and 20, less the East I0 feet of List 2 -, Block 58 North, of CITY OF MMMI, according to the plat thavA as recorded in Plat, Page 41, of the Public Mbmi-Dade County, Florida. I 1 O 3 LAUIV • ' e` 1 _wl=1 ,4 1 01412 1111 Vij% Ali 1 1 I ►4 1k i oil i " ii k±► 1 . 1 1711 ► 7 11 1 1= 1 1 R ► ► Y ► I �: 1 1 i' ► II a ► � 1 =1 1 i 1► # \� S 1 :i.41 1 1 . 11 � � i A ► 1 1 1 #1 1 1 1 vo-AIJ City of 11according !! 1 i .+aas recordedin Plata ► 1Page 41, of thePublic Records of Miami -Dade County, Florida. I .=IF-4 Lot 7 mid theWed►i= of Lot 6 Im 1, ►„r1 10 fed �Iock 43 North, City 1' Miamt *ff-,,ording to the olatii 51, 1:1 County, ► ► ;y.cel F-5 (01-0104-030-10701 Lot 9, less dw North 10 fimt thereat Block 43 North, City of Miam ro1 1 -ii in :i: :1► st 1� '.1 ►►, I' ►i I �.1 ► ► u ' .a � ! � I fr 1 1 1 1 :1 1 4 1 1 I..; ' I: I 1 1 I► i � 1 t l s! 1 f� I 1 I. I 1 [a Y ♦.., DIM 1 the µ 1 Miami-DadeCounty,Florida, {I '.1 (___e externalarea bounded by a 1 1 a►U..�c rz7i,n11 1 w 1 s s a► t 1 e n s I')i 1 I' ►; 11 1 t� 1 57. lji 1z rr7l oesi r i. .r■ ir1 I :1► _ 101"011, Frr I' ► l 1 1 ►: ► .77 174 z ►i ► A V7761 1 i ► ► a ► 1 ► ► II ► S.” i 1 _ 1 1 1 Iu r7. i1 L4 my y is R 11 11 ! P! rl /Is l • F 1 A7`� -1 «h1 1 • Iri.' 1 .! �1 � =�1 � 1� 1 :l �1 : R 1 � it 1 1+ '• } � � '.1 1 f1 1 • 1 z: T. • . 1.,. A AAs ,, 1: 1', •:', , � �.: li � .� ,t _. �. 41, of the _ . r 1 : , D,:County,1 r, l*Ae P-12 (01-010"30-114t 41, of *a Public Recor& of Miami -Dade County, Florida. Lot IS Block 43 North—C �, 41, of the Public:.1 of Mien-d-DadeCounty,Florida. #a yam. a ( A 1 1 a. 6f at Page 41, of the PublicwiArs of Miami -Dade County,Miami-DadFlorida, i. itF-15 f I 1 I f.. # IP- C • 1 r, 11`, . `. r u t%7 11 .1 Public41, of the s of Miami-DadeCounty, parcelw-0104-00-1182) 1p 1 ; 19 MU33=3-v4 in Plat Book B, at Page In Plat Book B, at Page in Plat Book B, at Page PAM min r l -1 I I;? 1' I ♦ 41 25 en Af T Arem 11 Ire 1 I 12-5 ... A S. .5.11 1 1. 1 �[ f i�� J i s 1 j 1 A ► .. C ® 20 5 Y4 I ', q 1 � ! I■ l ,ir 1 4 1 is 1 f if! 1:^I. 1 4 I •{ !`, :.lf fel 7 ! il. E...ik=: :. Sty ,]--,c 1 11 125 1 1 ; i , 1 l% Fi`lii= a '1 if �1 Plat�.A M i li `% 1 1 '; fPublic1 1 4 ■ �. I.t / 11 idl Pam] t: [ (01-0101--Mlom WI t Al of 1 r Block .I i 1} 1 1 1" O r / Al 1 ! 1 1 i47 1 +.ill A 1:.1 1 M I r/s /'. 1 1 1 vfv# 1 1 71;LWiM- Mm West 1 1 A � :.' ! : 4 4 1' . 1 � ± 1 � 1 1( 1 f 1 ■i � 1 I�', 1 if � ..} �. Y i '� M f A '" :► 1 .;: � A� I� 1 1 i- 1: I (,,, .: v 1 ":1 1 � 4feetof 1 i4 4• 1 I r {�. ' ' R I 1 1 1 1 7 OTTT7 �a 11 1 i ■ ii c 1 1 [ c.: i x i11 1 I{ i ; 1 1 •;. 1 L 111 1 '. 1 I 1 I f i 1 q R � 1 1 1 21 k M1 4 , l 1 :I t♦ � rf•, 1 t !. ' i h 1. :I _ 1 .111 1:: ;. V'1 }. � i � - 1} '. 1, 1' 4 RI A J 1 ,, 1. A 1 A 1 1 f971 -r-3. 1, West line of said Lot 1, for a distance of 65.00 fcd to the Point, A h• ;. A �� ! 1 1 1' 1 l l:' 11 1 ! ': 1 1 iY ' 1 1 i f !1 7 1 4 1Y 1'� Y;,i 4 i 11• 1 i '+ • 1 f 'M � 1 i I ' 1 1 ♦I l+I `: 1 1 I 1 �.. ' A 7277=7o !N f 1 '. s'� 1 ! 1 iA f: 1 ' II I f R77*77N-7,t 1 + 57 it 1 1 1 r 4 i 7 1 !.f. ! 1 I Ir II. I 1 1 pm; , 1 *,. I Mf t I ' A ri 1 h W I F 7730,1 1 , M7 A li RIM, #ji , 1 ': Parcel ]-10 (91:010--020-103 KMI h the Plat dmrcof, as recordW in Plat Book "B". at Page 41 of the Public Florida. € 22 #34335800�v4 LOIM��=T , ' , N I , recorded in Plot Book "B". at Page 41 of the Public l, 1 +. , i I i Y 57 74tri k77-71 U e 1 It t 1 1 1! '7t• . IT-IT"777CSINNUIrk : 1 R i. ! I I , r AA � �,I e � Mih ! 1F M '"F !I A • 1 ' � l� � � 11. � 1 :: II :� i 1 ::, i l ► ,. t 1 Fh, 1 4 JI `+ 1 # ! ! it ;i. The South 50 Lots ,:,++ 10 Block , ! Y sI ar-me tun, M !(01-01".04130) The South me ff , Block , II 1r' kJ 1 _ , �• # , yr Its ! . c v ,7 23 I 1 1 M 1 . i1 1 �► ,► 1 { In,V77TMI S77-72 FI 1 W M M5 V,► A 1 ► $`. recorded in "B" s, at a i �1 - ! ► 1 R 11,.. ! � �a a I � it 1; �1 �tl !� f r c K- 12 i i 1 i... X c Vwtlflic c of L.,Tt 19 d 11 ► C 1 a., ► i fs : 4 - it ►�' ►. the Plat dm -a& as recordedBook at Pass 41 of thek! A �:ik►t 1 1 f 7 1 Florida. ► .. 1 1 ► f a 1 11,:, 1 � 11 ',. r A 1, (1 � f AI � 1 � F4 ., ! . -r ,1 1 _ 1 It All Florida. ►O 9 and 1 i 1 1 ... 1 '.I i 1 1 Z to flim GI Y or plat 1 ► ,. recorded I;. ' i ►a M, i M I1' R ! 1 al VI 1 R f1 1„ ► i ► M Parcel MI -0102,03(61090) 'Tre South 50 feet of the INORTH, MY OF MLAMI e��► 1 ► a 1 a �M+4► a ► 11 ' '. i s Wwwd-Dadc County, Florida. Paroe!K-16 f t 1 7 The,► 1 25 of theNorth 75 fimt of Lots 11 .r,RA the 11 I A Records of Miami -Dade County, Florida'. E.►et K-17 (01-0102-030-10901 The North r fimt a Lats 9 and . . .111 a I ► �I 1 ,1 v1 a l�� t OM1. 1 i ►i►^ 1 �;,,1 1 1 �. 1 24 335 Approxhastely 300 hotel a, r; one + d ApproximaWy 25,000square fee" of wWl. I 1 a,, } Y, A 1 m �Slyj Zvi In k 1 (ReftH Center) I ,3 A. 1' CRA wasformed 1 he purpose1rew �i ' .�f l 11 ' �,' :11 w .�� a lie ' l l .l � • � # " � 2015, by and between WIPMENT COAGAUNITY pow fA ;1! �: � • 4 1 I. ; R.7,;ill Inill 241; I7� ♦ sit ll �.:; 1. �1,,� �- ?►I II •�1., � a �� y;� �u• :� wt� s,: 1 t' �k + � t IMM1 A7q 174 4 1i F t ail tel'. M .! l:lll ► 41 l 11 � h� l ='! .•+'�i ! wl 1 1 1 :a ��i}.1 1 f t ,1 ! 1 1 !I i 1 '� r � 1 l .I w� � 1 �l 1� '. J M! rl I� l `•�� l : 1 1;: 1n• A '.1 1 1 1 % 1 i ;1 V .+ ! ,� 1,�.. rrl :rl li ♦ :1 Mi l l 1. BECUAMLS The Reciuds to this Agreementas ruerrerein by a ' E and made d' part hereof 2. ! E The Mowing 1 U= used a', 0.1ollowingmeanings: 1 �+' ` it *i lW, 17:11 i : i shall !W':I this 2.2 "W'shal I mean the City of Miami,1 TMW'Shall mean Miami-Dade F 2.4 "Executive Dire=," meow the1 I Ili i 11 is 11 1 141 P:"^k:l1:11 1 :V# 1!f ;11 i 1' 1 1 I'Ii ij mr i _I li: I i ► V I :11 A: 1 ! I i ';i : 1 1: i r me Emalwf shall mean an ul 1 Employee. 1 2.9 "Ra—kmlonment AzW shall mean 11` Redevelopment 0"Semi-Annual{I�xl l.: has . III meaning 1 FA1u- �:1 ' MS, "I"ST 3.1 PSgi2Wedon ftuirement..i. + 1 1 1} Y.- 111.1} i 1 ! 1 ;rS 1 ♦ i 1 r �. V 'I: - I i" _ !I I I 1 is : I n, 3.1.1 First, toResidents l a within 1. particularly :, « ,:. on1he sketch : ! encompasses * it of zip code6". 2 35 1! i i �.a ! i; ! ► u: 1,3 1F * 1'; , 11 11=11M `+j t AwA as mom Exhibit l". which of the Full Time Employees working at the Project were Residents and 0% of the part TimG FAnployces working at the Project were Residents, which percentages shall be utilized to calctilate the MI. Tune Non -Compliance Penalties due and the Part 7-=c Non-Compliarice Penalties due puramt1Sectionsand 4 ofthisAgreement. r ISO10. lgr ll; ! i v ..: i . 4i 1 rU!! 1 I ! ! f 1 :1 i 'w =77,.M,i ! . 1 1 00 .. x s! 1 � 1 1 �. 1 . 1 : I : i :1; ; ! : x ► 1i 1 11 � � ► : � . I�j ; i� !�� . 1 ANNER190 ! 1 i;,N 1 1 it' o 1i 4i111461-79MTM77:''�' { it a ml ! a -, i.1 ♦ : w 1 � ! ; 1.'.i!! R ! r u' 1 ..i I1! ` � e� t ; c.! 1 r ��.� �! r;, +�1 �! 1 i .: !: •17i •,: i. 1 1 �I ! i i ! li 1 J i. !! . . - .�1 ! ! 1 1 :1 li �+! 1 i !', !,'. 1 . i ! R 1 11 *! Mi 1 e. following mkire3ses, subject to the right of any party to change the address Ed Which it is to r=ve notice by written 110fiCe to the other pirty; am M -7 SL11 ! 0 GalleriaOffleentre, Souffifield,8 Aftention: Nathan Forbes Fax: (249) 827-7228 ! I 111 :A MillerSchwartz andCohnP 600 0Woodward Avenue 2290 First National Building Detroit, 6 Atlention Fax: (313) 465-7475 1 NW 2nd Avenue,Floor,' Miami, FL 33136 2 1 i i Attention: 1 Woods, r ■ ^: Director M 679-6835 Holland 1 l Kmight LLP 701 Brickell Avenue Suite 3000 bliami, Florida Attention. # x_'il • Bloom, Is.. 799-7799 i7 7s s a_ . 1 �s 4 Claww. If any 1; provision,covenant, ''+11 i t r.'1 7 1 1 r of 1 s Agreementheld o. court1competentjurisdiction to be invalid, void,or unenforceable,the remainder1 the provisions shallcontinue1 force andeffect. 1 i .r 1 on Successm 1 1 AgreetrientshaU bebinding upon and inure tothebenefit 1'. the heirs,administrators, 11successors -i andassigns1 1 1 I l r°: 11 1 :, 1 .ii r 1 1 1 1 _I 111 i# J i rj deemed / apply 1.; any successor in. interest, executor, or assign of such party. 1 4r 1 r 1 i: A 1 rlle CRA is an intended 1 i i t r beneAciary1 contracts an other agreements i I thisAgree this Agmernent. 11ie CRA shall therefore have the right to enforce the provisions ofthis Agreementagainst allparties incorporating this Agre=wnt into contracts or other agreements. i IIt. This Agreementshall become1 the deft of mutual execution 1 Agreement andterminate1 1 i 1f the Operations Phase. 15 11c waiverofanyprovision 1 11. oil thisAgreementshall not be deemed =1as a waiverof any otherprovision 1.'term of thisit r' more passage of t 11 : 1 1= I this Agreement. 9.6 Bowel The parties :.; 1 iagree 1 provi1 e each other, 1n 1.5 days 1rcquest, an estoppelthat theother partynot #1 default 7 1' Agreement 9.7 ■191kn The parties hereto have bowrepresented bycounselin the negotiation :flit drafting of this AgrecincriL this •J e' /# r shall N f be strictly r 1 1 - i 1 1 l : i l r b 1 i i' i t 1 1 11 # ; !# =!rig-plyes7' ? i . iayulst the drafting party shall not apply to this Agreement. i 1 iti111 #ts SII i 1..., Existing,EinvIovees. Nqither the D a i nor I +i 65 with the r IC!` and 1 k f 'l A I 1 this AgreemenL This provision shall not its obligation A ■: the penalties, :1 duepursmttoSections and 1 1 this Agreement 9.9 F&ft Mi.M..i1. This Agreement 1.1 the IncentiveAgreement theentireagreement 1 - 1 parties hrespecttoemployment# 1 F • the Operations Phase : ofthe Project and supersedes any prior agrFI r't: whether written or oral. 9.10 l k Hkl a g=This Agreementmay not be altered, amended or I i ',t 1 t 4 Ai except I F Instrurnent F writing signed F the Developer and ' 9.11 Ajdb-oEh of Siga@Wdcl. The individualsexecuting thisAgreement 1t represent a t 1warrant 1: theyhavethe I t A signon behalf i the respectiveparties. 9.12 Waim 1f Jury Trial. 1 e parties hereby 1 1 ow1 irrevocable, l 3"I ;Ilei 1 111 i l: 1 ' 1 iA 41 : t 1I ' 1Ii IL l i l l # 11 •a . i+i 11 �i 1 A any r courseofconduct,course of dealing, statements(whether or 1 l &r actions 1 i.. J party 1 f'..This waiverofjurytrialprovision is amaterial inducement t the and Developerentering into the subjecttransaction. tAcc.. 9.13 t 1 t 4 1 M In the event any tterm or provision 1 this Agreement determined by appropriate judicial1 li 4i. be illegalor otherwise invalid,such provision shall be its nearest lem1 1 ,: 1 t', orbe consauedasdeleted l S I t F '. I I! 1 andthe remainderof this Agreement I :f f l dial' be construed to be in full fbme and 't t e 9.14 1" yi • I. F the event of any litigation 1' [ the parties t n this Agreement, the prevailing party shall he entitled to recover reasonable attorneys' fees and costs at trial and appellate levels. i I construing thisAgreement, t ' singular "I be hold to it 1 i t 1: t: l A 1 1 # # ,1 '4 I I bold to include other and all genders, andcaptionsFA :'� 1�. headings shallbe 9.16 fj&b_i_q All of the exhibits attached to this' Agreement FA'i.p4 ed and made i 1': t this Agreement 9.17 It of Time A 1' of the essencefor each ! : I t i every provision t thisAgreement. 9.19 1 Acts o provision 1 thisAgreement eIl .IL intended, 11 e1,. 11shall any be construed,as a covenant ofanyti elected #MA4 1 director, or agent litheCRA, 31 I individual c : 1a 9.19 Qgxming LLw, This Agreementshall be governedby and construed In accordance with the of the Stateof Florida. .:Any action, in equityor Illaw, withrespectto this Agreement } tbebrought :I ;1 heard in Miami-DedeCourrty,Florida. 8 9.20 Recording This Agreement shall be recorded in the Public Records of Miami -Dade County at the sole cm and expense of the Developer. IN < ESS VVIMMOF, the CRA d the Developer executed thisAgreement the Lay and year +«< abovew .: la1 ak* Print Name - The fo « « 2 +£�+�t� 11019:1 9§«212? 2d ? 2£2. < i «§v§� 2+*) 4+ < «� « eg was acknowledgedi«»m:«? day of 2+:5 . +2 Forbes Miami NE I' Avenue LLC, a Afichigan limited liability co • y, behalf of thelimited liability company, who s personally known to :� who has produced midentification. 12 !0 ! _ Print Narne; STATE OF FLORIDA COUNTYOF M/ADE By: Clamce E. Woods, III Executive Dirwq,w :: ii;' ice+ Hannon 'f i A.. Clerk of the Board / ,R William F- Bloom CRA Special Counsel }'foregoinginstment was acknowledged before n t day of Fcbruazy, by f 1}1,Executiya Director /I 1 is CMAUNITY REDEVELOPMMNT pursuant to Section- 163.356, Florida StstutM on behalf of the agency. He/she is pmonany known to me or has producW . as identification. 14 a I I' * 11 { 1 r 1 1 1,^ / fl I S :: 1 1 .11 1: f I. plat r e• recorded in Plat Book of the Public Records of ills ; 1 u a Fladda, LESS AND EXCEPT following: The South 2.5 fast 1 the North 12.5 fed 1 Y and D r Avenue; D The West 5 fed of the East 15 fed of S 1' The West 5 fed of the East 15 feet of the North 0 fat of S 1; AND ! West 7.5 feet of the '1 1 the South 1 fbet of 1 1 D The exlernalarmof a circuluevmig. �iwinra r4iu riTMA. 1 1: 1. '1 1..� 1.: A I 1 I1 [ 1 I - ` A 1 1� r LOU 6 and 7 Block 22 North, Cityof Miami, amrdin to the pW thereot as recorded in plat Book B. at Per 4 1, of to Public Records of Miami -Dade County, Florida, kws the North 10 fid thereof - l - BlockLot 8 , as recorded in Plat Book B, at Page I, of the Public Records of Miami-DadaFlorida. —AMM -W-4110 The North 100 feet of Lois 9 and 10 Block 22 North, Cityi, according to the pla thereog as recorded in Phd Book B, at Pap I, of the Public Recorft of iFlorida. 12s P=d A(01-0102-020-1The South 0fed of/nA I'and 0 Block o' , City 1 Miami,according to the pIMtherea, =M#r11in Platrtf.: B. at Pageof the Public RecordsitMiami-Dade { l Florida. 1 BlockNorth, of f laccordm�Ir 1 /! 1,'as'. Mf 1 :i 41, 1 the PublicRecords ofMiami-DadeCounty,Florida. Parcel A-7 (OIALQM&I 120) Lot 1North, 1 �l e!' .. 4 I �e if ' R •. # accord !, UL&V 41, of the r Records 4 Miami -Dade Miami-DadCounty, Florida. :ice_ F MSF 1 1,. 1) !t 13 Blockf IL' -CW /.,f M— .Ili.according Ili the 14� 9 of Public 1 Records S Miami -Dade County,1 VLots 14 and IS Block 22 North, City of Miami, according to the plat thereof, as recorded T EK221 A-9 AU-0192--0-20-AIM in Plat *fA at Pap 41, of the Public Records of Miami -Dade County, Florida. F, The North 100 6:et of iAAs I and 2, less the EW 35 feet thereof, Block 39 North, City of Miami, as recorded in Plat Book B, at Page Dade County, Floride. rM al B-2 (01-0! -090-1050 Lots 3 and 4 Bi '"Norll... 1 1 according to I Page 41, of fe Public RecordsfMiami-Dadef f': ! 1 1 Ik 1 IHI Lots 5 and 6 Block'' The PublicaMiami-DadeCounty, Florida. kamal A LOI-0103-090-1050) Lots 7, 8 and 13, f u with the South 'I ftet of oa I I and 12, all in Block4 R': 1 Itublic Recordso 1 j Florida. Phreel 4' 1 1, :1 1 a) ,- 1 1 Lots ' and 10, togetherNorthith 11 fimt of cts I I and 12, all in Block 39 North, City of Miami, 4 r f A n _to toNg it ryas recorded Il . } , DadeCounty,Florida. EWA 4' Ai 1 103&& ... 0 }t 14 Block'1 i li. City U Miami, 44M it 1 '_ to the1 1=1Ias recorded .141, of the Public Records . 1Miami-Dade1 1 Florida. ;i ParcelF I ( 0fj; Lot 15 Block 39 North, CitY Of MiaraL according to the pie thereof. as recorded in Plat Book 1 a . at Page 41, of thePublic .a 1 ;1 of . If 1f- a_ 4 r Florida. a. Parcel B-8 (21:QLQL-Q2L-LI3JG Lot 16, less The South thereot BlockNorth,1Miami, according 1 theplat thereof f 1 Aliin PlatBookat Page 41, ofthe IRecordsA Miami-DadeCounty, i { Parcel 1 1 1'1 1 LAYts 17 and 18, ICU the South _ ff City of Miami,'according to the plat thereof, 4 '" f 1 1 P Book 1 the Publici t!Miami-DadeCounty,Florida. n1 (01-01M1 p-1020) �- ,rr1C.r- is A ` ML ... , 04 (Ql-01QA&&WM The North 0 feet of 1 I'1 11 1 n 1 1 ■� ;1 thereotas recordedin PlatBook } 1 _i y ll The ono-balf of the a A 1 1 1 IJ i k 1 i4 t� w 11 1 thereof,as recorded in Plat a,1 at # of IIIPublicf+1 d' 1 Miami-DadeCounty, Florida. Parvel-Cj- (01-0104-020-10401 1 11j, thereof,as recorded 4: Plat 1:1 of the 1D::1 tt Public 7 Florida. Lot BlockNord4 Civ,ofMiamiaccordin_ to theFIatl u! i# l �1 is ■ 1 the PublicRecords 1 County, Florida. c .. 1 IW:MI ,i Lot 4, 5 and 1 BlockNorth, / :1accordinFA _ ! A ! SII m -nu--A Pop 4 1, of the Public Records of Miami -Dade County, Florida. Parcel C-6 (Ql!0JQ4,,n020-lQW Lot BlockNorth, 1MiamL accordin-1 1e [datthere 1as recorded ,1 Book 41, of the Public /Miami -Dade County,Florida. y ■t 9 Block North,City1Miami-r1 1 1 1 1 ■ ;► l 1 li i'.'1 1 !' the Public1Miami-DadeCounty,Florida. is 1& 1 !i1 10 BlockNorth, 7MiamL accordingtotheplat G e1as recorded IPlatBook ■ Page 41, of the Public Records of Miami -Dade County, Florida. PAMPA C:2 Tke South I{fed1 13:and BlockNorth, AMisunk acconft1{the plat I 1 recorded in Plat :1l,at PageOf the PublicRecords of 11' I:.jCounty,f t: I_ii' - i, t- r�� `.` .m. MI 16 fifi 11 1 1 i ii 1 i i 1the Public RF4i.'is 4 til Di County,Florida. Parcel Q- 11 04E g Lot 14 Block 42 North_ mj—a-tij4 1, of the Public Records of Miami-Dade County, Florida. 1 Block i 111 ofMiami.1 i 14 1. of the Public Records of Miami-Dade County, Florida. 1 1 ! . !! .� 1'. :•ki 1 .^! ! 1 'J r 1 7 Block ■ Il 1. !11 . 441 r! 1 IIt. the i ;1 : _ 1 � 7 1 41, of the Public Records of Miami-Dade County, Florida. 1t 17 BlockNorth, 11 - 11,41, R ♦ "i 14 U 11 I 'I. �! 'i f w7 i� R 1 1 1the PublicRecordsof !1 i.;.f County, ! 1 ' 1 LotBlockNorth, o i accord. .4 1:`..1 I o 11 '1' a ri ias':'♦ ! ;.1 - ! 1the Public1 isCounty, Flaida. Hvj Farvel-C-16Plat 71W South 100 fed of Lot 19 Block 42 North, City of Miami, according to the plat thereof; as recorded in Book Pap 4 1. of roof ►:.da Florida. The South 100 feet of Lot 20, less theI feet thereof, Block 42 North, City of c s, o It Florida. a. jy(( y J The Iu 1 i rr rp; I t. ' 1 , all in Block 42r wa : .. is t to the plat thereof Recordsof Mismi-DadeCounty, I t -M _y# = 1 #7W 1 1 M 11 t 1 * 11 1 l>, Filtr, 7- r t f_ 1 t . i�:' zi 1 - C f II ;.A :4 �) 1 .'A 1'.. :1 *M1 • L : ' ' ' 1 C. +i'4 M t w § Appwximtely 765,000 ¥2 square fiet of mWl§ l &± m »«?m 6 uses) the °ate « Center"); aDd Approxhaaftly 2,250 W 3,000 space parking garage. 5M; KII � 1 1 A 1 1' � f { ;• 10 16 NE 2'd Avenue Building i v e F.k��1t�sia+x i w s T, ITT{ 01-01014)90-1140 01-0104-030-1160 01-0104-030-1170 01-0105-080-1060 WF 1 :p^ya X11 !M II.:. buildings Iftfing 23263 1 ' f1 k 1 I 1 . I± M 1 .1 1 building 11.070 CONVENTION a R ► 1 Prep By: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue; Suite 3300 Miami, FL 33131 MMIII I # �� "I # �� , , I I I L"019114,01 M THIS CONVENTION CENTER ECONOMIC INCENTIVE AGREEMENT (the "Agreement') is made as of this _ day of , 2016, by and between P & G INVESTORS, LLC, a Florida limited liability company .(the "Dev o r"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). A. The CRA was formed for the purpose of removing slum and blight in the Southeast Overtown/Park West Redevelopment Area ("Redevelopment Area") and to promote redevelopment and employment within the Redevelopment Area. B. Developer has entered into a contract with Old Arena, LLC, a Florida limited liability company (the "Purchase Contract"� to acquire all of that certain real property located in the Redevelopment Area, which is more particularly described in Exhibit "A" attached hereto and made a part hereof (the' C. Developer intends to acquire the Property pursuant to the Purchase Contract and develop the Property as a convention center hotel and exposition space to be constructed in two phases as more particularly described in Exhibit "B" (the "Project"'), as shown in the conceptual plans attached hereto as Exhibit "C" (the "Conceptual Plans"). D. Developer has requested that the CRA provide economic incentives to assist with the cost of constructing the Convention Center Component, as hereinafter defined, in view of the job creation and business opportunities that will .result from the construction, development and operation of the Convention Center Component and the economic activity which is anticipated to be generated from the development of the Convention Center Component. E. In light of the job creation and business opportunities that will result from the construction, development and operation of the Convention Center Component, the CRA is willing to provide certain economic incentives to assist Developer with the costs of constructing the Convention Center Component, subject to the terms and conditions as hereinafter provided. NOW THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer and the CRA hereby agree as follows: 1. RECITALS. The Recitals to this Agreement are. incorporated herein by reference and made a part hereof. 2. DEFINITIONS. The following terms used in this Agreement shall have the following meanings: 2.1 "Annual Workfbrce Training—Co-glLibution" shall have the meaning ascribed to such term in Section 3.2.8:1. - 2.2 "Anticipated, Development Value" shall bavp the meaning ascribed to said term in Section 4.1. 2.3 "Assignee' means a Person to whom a right or liability is transferred and which shall have the right, but not the obligation, to enforce any of the terms of this Agreement against any other.party hereto. 2.4 "ignment Notice' shall have the meaning ascribed to such term in Section 4.2.5. 2.5 "Base Year" shall mean the calendar year preceding the calendar year in which the tax polls for the County with. respect to• Folio Number Ol-'.3137-025--WI 1: reflect an increase in the assessed value as a -result of the Substantial- Completion of Phase I. 2.6 "Bond Obligations". has the meaning ascribed to such term in Section 5.1. 2.7 "CBE-A/E" has the meaning ascribed to such term in Section 3.1.11 and Section 10-33.02 of the County Code of Ordinances, as amended. 2.8 "CBE77Affi Non -Compliance Finds" shall have the meaning ascribed to such term in Section 3.1.11(v). 2.9 "CBS-A/F- Participation Requirement" shall have the meaning ascribed to such term in Section 3.1.11(i). 2.10 "Children's Trust" means that certain independent special district authorized pursuant to Section 1.0I .A.I I of the County Home Rule Charter and Section 125.901, Fla. Statutes, for the purpose of providing funding for children's services throughout the County. 2.11 "City" means the City of Miami, a municipal corporation of the State of Florida. .'2.12 . "Citv ADDroval" means the approval by the City of the CRA Budget for th6 applicable year, which CRA Budget includes the applicable Incentive Payment. 2.13 "City Laborer Non-ComplianceEunds" has the meaning ascribed to such phase in Section 3.1.7.3.4. 2 #46225883Y5 2.14 'Vitv - Full-Time EmBlovee Non® Comoliance Funds" shall have the meaning ascribed to such to in Section 3.2.6.4. 2.15 'tity Part-TiM)!g_EWlow e Non--comoliance Funds!' shall have the meaning ascribed to such to in Section 3.2.7.4. 2.16 "Cit v Skilled Iaborer Non- CoinDliance Funds" shall have -the meaning ascribed to this phrase in Section 3.1.7.4.4. 2.17 'Vky Subcontractor Non-Compliance Funde' shall have the meaning ascribed to such to in Section 3.1.7.2.1, 2.18 "CityTar V ed Are&' has the meaning ascribed to such term in Section M.2(i)(c). 2.19 '!Qty Targeted Areas Laborer Non-Compliance Funds" shall have the meaning ascribed to such phrase in Section 3.1.7.3.3. 2.20 'Vitv Tareeted Areas Full-Time Employee yee Non-ComRflapo Funds" shall have the meaning ibed to such term in Section 3.2.6.3. 2.21 "City Targeted as part-T Employee Non-ComRliance Funds"' shall have the meaning ascribed to such term in Section 3.2.7.3. 2.22- IVJtyT I=ed Arm Skilled Laborer shall have the meaning ascribed to such phrase in Section 3.1.7.4.3. 2.23 `5 Co means with respect to a Phase that a permanent certificate of occupancy, or its equivalent, has been issued by the City for the applicable Phase and all punch list work has been completed with respect to such Phase. 2.24 "Compliance Monitoring Contract" means the, contract between the CRA and a SBE-Construction Services certified firm selected and retained by the CRA to review and audit the Participation Reports submitted by the Developer as well as review and audit Developer's complWce with the community benefits, hiring, wage and procurement requirements of this Agreement. 125 "ConcotualTla ' shall have the ascribed to such term in the Recitals. 2.26 "Conditions Subsequent" shall have the meaning ascribed to such term in Section 15. 2.27 "Convention Center Com nen ' means that portion of Phase I consisting of approximately 600,000 gross square feet of space consisting of a grand ballroom containing approximately 65,000 square feet of space, a junior ballroom containing approximately 45,000 square feet of spice, approximately. 100,000 square feet of exhibition space, approximately 390,000 square feet of meeting and event space as well as a 1,500 seat theater, pre -function areas 3 44622503_y5 and related back of house service area associated With the convention center customarily forming part of a state of the art convention center. 2.28 "Construction Wage Notice" has the meaning ascribed to such term in Section 3.1.5(iii). 2.29 "Construction Wage Rate Penalty" has the.meaning ascribed to such term in. Section 3.1.8. 2.30 "Consumer Price Index' means the Consumer Price Index published by the Bureau of Labor Statistics of -the Unite# StatesDepartment bf'Labor, as the Consumer Price Index for All -.Items,, Miami -Ft, Lauderdale, Florida, Base Yeai 1992-1984--100, or its equivalent. 2.31 "Contractors" means - the . General :contractor and .all Subcontractors engaged to complete the Project or any Phase thereof. 2.32 "CQ gnt �' mponsUarni-Dade. County, a-po'litical subdivision of the State of Florida, 2.33 "County Awroval" means the approval by the County of the CRA Budget for the applicable year which includes the applicable Incentive Payment is a part. 2.34 "County Code" means the Miami -Dade County Code, as same may be amended from time to time, - 2.35 "Count Laborer Non mpliance Funds" shall have -the meaning ascribed to such term in Section 3.1.7.3.6., 2.36 "County Full -Time -Emolye L—Non- -ComRliknce Funds" shall have the meaning ascribed to such term in Section 3.2.6.6. 2.37 "County Part -Time ELunloyge- Non-Comoliance Funds" shall have the meaning ascribed to such term in Section 3.2.7.6. 2.38 illtd Laborer Non- Hance Funds" shall have the meaning ascribed to such term in. Section 3.1.7.4.6. 2.39 "County Subcontractor Non- Compfi&ngLnds" shall have the meaning ascribed to such term in Section 3.1.7.2.2. 2.40 "Count v Targeted Areas" has the meaning ascribed to such term in Section 3.1.20)(e). 2.41 "County TaMeted Areas LabNon- Coklin pce_Funds" shall have the iT=ning ascribed to such term in Section 3.1.7.3.5. - 2.42 "County Targeted Areas Full -Time EMgloyec,Non- Compliars ce Funds" shall have the meaning ascribed'to, such toii Section 3.2.6.5. 4 #46225883y5 2.43 "County Targeted Arm Part -Time Employee Non. -Compliance Funds" shall have the meaning ascribed to such term in Section 3.2.7.5. 2.44 "County Targeted Arcm Skilled Laborer- Non -Compliance Funds" shall riave the meaning ascribed to such term in Section 3.1.7.4.5. 2.45 "CRK' shall have the meaning ascribed to the term in the Recitals. 2.46 "CRABudgetA oval" means the approval by the CRA Board of the CIA lZ I k -2, 2.47 "CRA Board" means the board of commissioners of the CRA. 2.48 '�CRA_Budgc ' means the annual budget for the operation of the CRA ,.pprovcd by the CRA Board, subject to City Approval and County Approval. 2.49 Dgvelop ' shall have the meaning ascribed to such term in the Recitals. 2.50 "Effective Date' means the date of execution and delivery of this Agreement by all parties hereto. 2.51 "Enhanced Permanent Yl&g!' shall have the meaning ascribed to such term in Section 3.11. 2.52 `Enhanced Permanent WaSq.Equalty" shall have the meaning ascribed to such term in Section 3.2.3. 2.53 "_BfflhaLceAPartnanent Wage Native" shall have the -meaning ascribed to such term in Section 3.2.2. 2.54 "Erroneous Hourly Wngg Payment" shall have the meaning ascribed to such term in Section 3.1.8. 2.55 "Erroneous Per vent Wage, Payment" shall have the meaning ascribed to such term in Section 3.2.3. 2.56 "Erroneous ReMonsible Wage Payment" shall have the meaning,ascribed to such term in Section 3.1.9. 2.57- "Excluded Subcontractors" means the steel Subcontractor, the concrete shell Subcontractor, the -glazing Subcontractor and the vertical movement Subcontractor. 2:58 "Executive Director mans the. executive director of the CRA. 2.5.9 Tiall-lime Employee" means,..an'exompt or non-exempt. employee -that works d*ty (30) hours or more weekly. 2.60 "Fu -11 -Time Employee ParticipationRpguireL nerit'• shall -have the meaning ascribed to such term in ST: tion -3.2.4.` - 5 :2,61 "General the Contractor" the ! !t 'i byDeveloper of o I. ! r !Phase. _!'1.62 general l . _j�einei4t"Jne�ns that ciertain Interlocal Agre.erlient, city, the County, the CRA ,',: Omni E d ► 41 1 i ' iasof D' b'2007. 2.64 "Grant Gbligations" shall have the Meaning, ascribed to such term in Section 5.1. 2.65 "Hospitalit j Program"- shall have the -meaning . arzribed to such' term' in Section 3:2.8.2. 2.66 "Incentive 1'a ent" shall have the meaning •ascri'bed to s*uch term in Section 4.2.1. 2.67 "Incremental TIF' shall mean, for each tax year, the tax increment revenues, if any, actually received by the CRA from the County and City with respect to the buildings and improvement constructed on the Property after the Base Year after deductions for: (i) all allocable administrative charges imposed by ,the County and the City (but not administrative costs associated with the operation of the CRA), (ii) all allocable charges and/or payments• to or for the benefit of the Children's Trust, (iii) any other adjustments to the assessed value of the Project made by the City and/or County as a result of challenges or tax contests with respect to the assessed values, (iv) any payinents that the CRA is required to make to the City and the County under the terms of the Global Agreement; and (v) any tax increment revenues received by the CRA from the County and City with respect to the land value of the Property excluding the value of any improvements located on the Property. If the Tax Assessor discontinues having a separate breakdown between the assessed value of the land and the assessed value of the improvements, the assessed value of the land shall be deemed to be either (i) the assessed value of the land as of the Base Year if the Tax Assessor is no longer making a separate breakdown of the assessed value of the land and the assessed value of the improvements as of the Base Year; or (ii) if the change occurs after the Base Year the last year where the Tax Assessor has made a separate breakdown of the assessed value of the land after the Base Year and in either event such assessed value of the land shall be deemed to increase three and a half percent (3.5%) per annum for each .year thereafter, -compounded annually. 2.68 " n, ti ute' shall have the meaning ascillbed to such term in Section 3.2.8.1. 2.69 " a rer icitaation o firemen" has the weaning ascribed to said term in Section 3.1.2(i). 2.70 "Living Wage Notice" means the annual notice published by the County's Internal Services Department, or such successor County department, listing the Living Wage Rate for all County covered service contracts for the current fiscal year. 6 #46225883y3 3.1.20). IIIIIIIII I Fill '!IIII I I Ill 1111 1 10=0 MOT# I I im 2.74- "MDCPS' means Miami -Dade County Public Schools. 2.75 "Minimum Hours ons actio all have. the meaning ascribed to stich-term in Section 3.1.5(i). 2.76 "M.O;lf."mean�mernorand.amo.fundersta'ndinj 2.77 "Mopgt4a Award" shall have the meaning. ascribed to such term in Section 3.1.8. 2.78 "NAA.C.P." shall have the meaning ascribed to such term in Section 3.2.9.1. 2.81 "Oyertown Laborer- Non-Conliance .:Funds" khall have the meaning ascribed to such phrase in Section 2.82 "OillIertown Full-Timb "m loyee Non-QoWpliance Funds" shall have the meaning ascribed to such term in Section 3.2.6.2. 2.83 "Ov6wm Part -Time Employee l4on-Compliance-Funds" shall have the meaning ascribed to such term in Section 3.2.7.2. 2.84 '�Qvcrtown Skilled Labore� Non -Compliance Funlilss" shall have the meaning ascribed to such term in Section 3.1.7.4.2. 2.85 "pprt-Time Emplg ' means an employee with respect to the operation of the. Project who is not a Full -Time Employee. 2.86 - "Part -Time. Empigyee.Participation Rtguirement" shall have the meaning ascribed to such term in Section 3.2.5. Z,�7 'IlPariticiiation.."Re'V'orts "shall: have the, meanin'g ascribed �q -sucb'.term in: Section 3.1.7. 1. - t IM&' Means eJ hei.'Phase .1 or -Phase it as appropriate. 7 2.89 "Phase ' means the Convention Cenier"Component and an approximately 1,100key hotel and related'ancillary uses and service areas customarily forming part of a convention center hotel and all furniture, fixtures and equipment associated tberetp. 2.§0 'Tblj�e 11' me'ans a 600 key hotel connected to the Convention Center Component and all furniture, fixtures and equipment associated thereto.. 2.91 '�Principal Place of Business" means the location of the primary office or central office of. a Subcontractor. If the. Subcontractor has only one business location, such business location &hall be its Principal Place of Business. Confirmation of the Subcontractor's Principal Place of Business may be evidenced by a valid business tax receipt issued by Miami - Dade County. 2.92 "ProW has the meaning ascribed to such term in the Recitals. 2.93 Tropert ' has the meaning ascribed to such term. in the Recitals. 2.94 "Purchase Contrac ' shall have the meaning ascribed to such term in the Recitals. 2.95 "RA.L&borff &n -Compliance Funds" shall have, the meaning ascribed to such term in Section 3.1.7.3.1. 2.96 "RA Full -Time Emplovee—Non-Compliance Funds" shall have the meaning ascribed to such term in Section 3.2.6.1. 2.97 "RA Part -Time EMployee Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.2.7.1. 2.98 TA Skill od.Laborer Non-CornDlia6ce Funds" shall have the meaning ascribed to such term in Section 3.1.7.4.1. 2.99 "Redevelopment has the meaning ascribed to such term in the Recitals. 2.100 "Responsible Wase" has the meaning ascribed to such term in Section 3.1.6(i). 2.101 "Res onsible Wage Notice" shall have the meaning ascribed to such term in Section 3.1.6(iii). 2.102 "Responsible Wage Penalt ' shall have the meaning ascribed to such term in Section 3.1.9. 2.103 "SBE-ConstrUption Services" has the meaning ascribed to such term in Section 3.1.11 of Phis Agreement and Section 10-33.02 of the County Code of Ordinances, as amended. 2.104 "ME-Construction'Smices Non -Co moliance Funds" has the meaning ascribed to such term in Section 3. 1.11 (vi). 2.1 .05 "SBE -Goods _gnL Services Non- CoMpliance Funde' shall have, the meaning ascribed to such tOrm in Section 3.1.1'1(vii). 2.106 "SBE -Goods and Services -Reouire menf shal1- ave.t aning ascribed to such to in Siection.3, Ll I 2.107 shall have the meaning ascribed to such term in Section 3.1-6(i). 2.108 SFWIB" means the South Florida Workfbrce, Investment Board. 2..10 "Skilled Constriction Workforce" has thd meaning ascribed to said term in Section 3.1.3(i). 2.110 "Skilled LaPar'ticipaflon Reauiremene' has the mea'ning ascribed to said'term in SectioOAJ(i): 2.111. alb si ess Enterorig"has the rn'io eaning ascribed such term in Secel'on 3.1.11. 2.112 "SMSbd'his the mea'n''ifng'a'sciribed' to such term in Sectioh 1. 2.'I,19 "Sift-onkraciof' maps. a.contractor. engaged by the. General Contractor or by any other contractor to provide labor material or services in connection with the construction of the .Project or any. Phase thereof. For the avoidance of any doubt, the term Subcontractor includes s ' ub-subcontractors at all levels who contract to provide labor material or services in connection with the construction of the Project or any Phase thereof. 2.114 "Subcontractor Participation RWnJremcgg' has the meaning ascribed to said term in Section 3.14(1). 2.115 "Substantially QQwleted" or "Substantial Completion," or words of like import, means with respect to a Phase that a temporary or permanent certificate of occupancy, or its equivalent, has been issued by the City for such Phase to enable such Phase to be used for its intended purposes and the Tax Assessor has included the assessed value of the improvement comprising such Phase on the tax rolls, 2.116 "T - et Apea`-'meanslhe City Targeted Arm and the County Targeted Areas. .:-2.1-17 tTkx.As'sessor" means the Miami -Dade County Property Appraiser. 2.118 "Term" shall mean tho period commencing on the Pffective Date, of this Agreement and ter-Minadrig upon the expiration of the life -of the CRA which currently is set to 9 #46225883V5 expire1 ;1 be extended with the approval accordanceCounty in applicable laws to March 31, 2042. 2.119 'TIF Agreement" has the meaning ascribed to said term in Section 5.3. 2.120 "Vendor uire encs" has the meaning ascribed to said term in Section 3. PUBLIC BENEFIT COMMITMENTS. As an inducement to the CRA to provide the Incentive Payment for the benefit of the Convention Center Component pursuant to this Agreement, and in the interest of furthering the goals of the CRA, specifically its desire to create jobs for and enhance the quality of life for residents of the Redevelopment Area, the Developer hereby makes the following commitments for the public benefit during the Term of this Agreement: 3.1 Commitments During Construction. Prior to and during the Project's construction, the Developer shall: 3.1.1 Coordination with LocalAe�ncies. Developer shall require the General Contractor and require the General Contractor to require all Subcontractors working on the Project to consult and coordinate with the City's Career5ource South Florida Center, located at Lindsey Hopkins Technical Center at 750 NW 2& Street, 4`h Floor, the Contractor's Resource Center, South Florida Minority Supplier Development Council ("SMSDC'), Miami -Dade Chamber of Commerce, State of Florida economic development entities, of other similar entities recommended by the Executive Director. Such consultation and coordination efforts shall be designed to assist: (i) local residents . in their efforts Jo access job training, job placement services, and employment & business opportunities at or resulting from the Project during its construction; and (ii) the Developer in satisfying the its community benefits -commitments during the Project's construction. Such efforts shall also serve to identify and employ companies whose Principal Place of Business is located within the City and the County Targeted Areas with opportunities related to the Project's construction. General Contractor shall conduct not less than two (2) job fairs, to be held within the Redevelopment Area prior to the start of construction of each Phase. (i) Developer shall require all Contractors performing work in connection .with :each Phase to employ local laborers who reside within. the County (the "Local Labor Workforce")..' This requirement shall be deemed satisfied if Contractors, in aggregate, hire the Local Labor Workforce in accordance with the following requirements with respect to each Phase ("Laborer Participation Requirement"}: (a) Not less than four percent (4%). of laborers working on each Phase shall be.City.residents living within the boundaries of the Redevelopment Area; (b) Not less than eight percent (8%) of laborers working on each Phase *01.be City.residents living within the boundaries of the Redevelopment 10 #46W883_0 Area or in the C)vertown commttnity, as , shown • •on the sketch attached ' as Exhibit "D" ('Overtown'), which community Onoompasses part of zip code 33136;. (c) Not ' less than twenty-five 'percent (25%) of the laborers working on each Phase shall be to City residents living within the boundaries of the Redevelopment Area, 'Overtown, or within zip 'codas 33121, 33128; 33130, 33136, 33142, 33125, 33'135, 33150 and the West Coconut'Giove.(the `City Targeted Areas"); (d) Nat less than thirty-five percent (35%). of the laborers:Vvoiklr g on leach Phase shall'be City residents; '(e) 'Not less' than forty-five percent '(45%)' of the laborers working on each Phase shall be City residents or residents of zip codes 33010, 33030, 33034, 33054, and 33161 (the "Coutity targeted Areas'; and (f) 'Not less than sixty percent (60%) of the laborers working on each Phase shall be County residents. (ii) • d6mpliance with the above Laborer Participation Requirement shall be 'calcula'ted at the Completion of each Phase for each category separately (i:e. subsections (a) through (f)) based upon the total number of labor man hours worked by residents in each respective category and the total number of labor man hours worked in connection with the respective Phase through Completion of ,such Phase. The Laborer Participation Requireinent shall not be deemed or construed to require Contractors to hire employees who do not comply with OSHA requirements, drug testing requirements and insurance company requirements; however, neither Contractors nor their agents will solicit information from potential laborers regarding their criminal record at tune of initial application and any evidence of past criminal acts committed by a such laborer of which a Contractor or its agent becomes apprised shall not automatically disqualify such laborer from Project -related erpployment, but shall be evaluated on a case-by-case basis in accordance with the standards set forth in Bxhibit "E." Any aforementioned hiring requirements shall not relieve the Developer from its obligation to satisfy the Laborer Participation Requirement with respect to each Phase. 0 ''TIM -293M w : i (i) Developer shall require all Contractors performing work in connection with each Phase to employ local skilled laborers who reside within the County (the "Skilled Construction Workforce'). This requirement shall be deemed satisfied if the Contractors, in aggregate, hire the Skilled Construction Workforce in accordance with the following requirements with respect to each Phase (the "Skilled Laborer Participation Requirement"): (a). Not less than four percent (4%) of the skilled laborers working on each Phase shall be City residents living within . the boundaries of the Redevelopment Area; 11 4146225883y5 (b) Not less than six percent (690) of the skilled laborers working on each Phase shall be City residents living within the. boundaries of the Redevelopment Area or in Overtown, (c) Not less than'twenty percent (20%) of the skilled laborers woTkifig on each Phase shall be'City residents living . within the Redevef.lopmen. Area, Overtown, or in the City Targeted Areas : (d). ' N6t less than thirty percent (30%) oUthe skilled laborer working on each Phase shall 6i City residents; '(e) Not less than forty pe =ht "(40%) of the skilled Idborers working on each Phase shall be City residents or residents of the County Targeted Areas; and (f) Not less than fifty percent (50%) of the skilled laborers working on each Phase shall be residents of the County. Compliance'-w'ith the Skilled Laborer Participation Requirement shall be calculated at the Completion of each Phase sepgately, for each category separately (i.e. subsections (a) through (0) based upon the total number of skilled labor man hours worked by residents in each respective . category and the total number of skilled labor man hours worked in connection with the applicable Phase through Completion of such Phase. The Skilled Laborer Participatio'n Requirement shall not be deemed or construed to require Contractors to -hire. employees who do not. comply with OSHA requirements, drug testing requirements and insurance company requirements; however, neither the Contractors nor'their agents will solicit information' from potentia.1, 8kill-6d laborers regarding their.criminal record at the time of initial applicaition and any evidence of past criminal acts committed by such skilled laborer of which such Contractor or its agent become's apprised shall not automatically disqualifj such skilled laborer f),om. Project -related employment, but shall be conside'red on a case-by-case basis in accordance with the standards set forth in Exhibit "E". Any aforementioned hiring requirements shall not relieve Developer from its obligation to comply with the Skilled Laborer Participation Requirement with respect to each Phase. (i), Developer shall require the General Contractor to require all Subcontractors -for each Phase have their Prin'cipal Place .of Business within the County. This requirement shall be deemed -satisfied, if the following requirements are complied with respect to each Phase (tbe "Subcontractor Participation RegghMen (a) - Not less than. twenty, . percent .(20%) to Subcontractors employed :with rpsprot t9 such Fbase,-excluding.the Excluded Subcontractors -but including SubcoinUAptors retained by Excluded Subc6ntra'ctprs,,.shall have -their Principal Place of Business located within the City; :.less than sixty percent (60%). of all Subcontractors employed with respect to such Phase, excluding the Excluded Subcontractors but 12 #4 5883_v5 11 including Subcontractors retained by the Excluded Subcontractors, shall have their Principal Place of Business located within the County. (ii)Comp iance with above - requirements 'shall be calculated based upon the -total. amount paid to all Subcontractors, excluding the Excluded Subcontractors, with- their Principal Place of Business within the. respective tier, and the "total amount- paid to all 'Subcontractors, excluding the Excluded Subcontractors. Developer -shall require the Generbl C6ritractbr to have the work performed-by'Subcontractors based upon their Principal Place of Business in keeping with- the hiring priorities outlined above; provided, however, that nothing contained herein shall require the hiring of a Subcontractor from within the above-mentioned geographic areas that does n6t possess the necessary skills and qualifications required for the scope of employment; provided, however, this requirement shall not relieve the Developer from the obligation to comply with the Subcontractor Participation Requirement with respect to such Phase. (iii) For purposes of clarity, amounts paid to Subcontractors in each tier shall include amounts paid to Subcontractors for design build services, shop drawings and any other work undertaken by other design professionals to complete construction, furnishing and equipping of the applicable Phase including "as built" documents. II I is R iJ W♦ 1 3 (i) Until Completion of Phase Land Phase 11, Contractors shall pay a minimum hourly wage rate of $12.63 if health benefits are provided to employees and $14.46 to employees if Health' benefits are not provided to employees working on the cohsti°uction of the Project (the "Minimum Hourly Constrnc�tion Wage Rate"), which Minimum Hourly Construction Wage Rate shall be increased annually from and after the Effective Date to an amount equal to the amount set forth in the Living Wage Notice, which increase shall- be as effective as of the due set forth in the Living Wage Notice. (ii) Each Contractor shall include the same Minimum Hourly Construction Wage Rate in all contracts and in all subcontracts entered into by such Contractors, shall require that each Contractor stipulate and agree that they will pay the Minimum Hourly Construction Wage Rate, subject to adjustment, as set forth in Section 3.1.5(1). (iii) The General Contractor shall be required to post a notice of the Minimum Hourly Construction Wage Rate at prominent locations throughout the Property (the "Construction Wage Notice'). The Construction Wage Notice shall at minimum advise workers at the Project of the Minimum Hourly Construction Wage Rate required to be paid by all Contractors, the person to contact to initiate a grievance, and the penalties for non- compliance. The form of Construction Wage Notice shall be subject to the approval of the Executive Director prior to the commencement of construction of the Project, which approval shall not be unreasonably conditioned or delayed. The General Contractor shall be responsible for posting updated Construction Wage Notices at prominent locations throughout the Property reflecting the New Minimum Hourly Construction Wage Rate within ten (10), days of the issuance of a revised Living Wage Notice through Completion of Phase I and Phase Il. Copies of each updated Construction Wage Notice shall be provided to the Executive Director not more 13 #46225883_v5 than ten (1 U) days after the issuance of . the revised Living Wage - Notice reflecting the -new Minimum Hourly Construction Wage Rate. 3.1.6 Resggnsible Waste Rates. OY Developer shall require all Contractors performing work in connection with each Phase to pay the minimum hourly. wage rates and benefits required by Section 2-11.16 of the County Code as such rates and benefits may be revised by the County annually (the "EMonsible Wage"), in compliance with, the County's Responsible Wages and Benefits Supplemental' General Conditions Wages and Benefits Schedule, Constructidn Type�. Building (the "Schedule"), as. �ffiesame.may be revised 6y the Coun . ty.annually, which.s'hall be deemed .to be required to be paid for'the Project.. The Schedule for 2015 is Attached heretoa's Exhibit 'T," which shall. I apply for each of th6 following labor classifications: �9 (a) Electrical Workers. Jourheyman Wiremen; Journeyman Cable Splicer; Journeyman. Welder; Electrical Foreman; and General ElectricalForeman, (b) ' Glaziers, Architectural Metal and Glass Woften. 5 Journeyman Glazier; Glazier Foreman; and General Foreman. (c) Pipefitters (Air Conditioning, Refrigeration and HE,Lting Journeyman Pipefitter;Tbreinan Pipefitter; and General Foreman Pipefitter. '(d) Plumbei-s: Journeyman 'Plumber; Plumbing Foreman; and Plumbing General Foreman. 00 Contractors performing work in connection with the Project may employ the services of Apprentices in each of the above -listed labor classifications without regard to compliance with the staffing and other requirements set forth in Section 2- 11:16 - 11-.16 of the County Code and/or the Schedule. The Responsible Wage paid to such Apprentices shall comply with the rates and benefits published in the Schedule for the applicable category. Each Contractor shall include the same obligation to pay the Responsible Wages in all contracts and in all subcontracts for services entered into by such Contractors requiring workers within such classifications for the performance of the scope of work. Developer, either directly or through its General Contractor, shall further require each Contractor to stipulate and agree in each contract for services that they will pay the Responsible Wage. .;(iii) al Contractors shall be required to post notice at General a prominent locations throughout the Property of the Responsible Wage Rates for such workers providing services within each of the.classifications identified in. Section. 3.1.6(i) (the "Responsible Wage Nolice�.. The Responsible Wage: Notice shall, at .a .-minimum, advise workers of the Responsible Wage rates and benefits, the person to contact to initiate. a grievance, and the penakips for non-corppliance. . Thp form ofthe-Responsible Wage Notice shall be subject to the apprcyal.-of the.Execu!ive Oimctqr priior to the.,commence'm"ent-of .construction of the Prqje,qt, -which approval shall . not be unreasonably - eQnditioned or delayed.. The General Contractor, shall be - responsible for posting. updated Construction Wage, -Notice at prominent locations throughout the Property reflecting the, new Responsible Wage rates.and. benefits within 14. M225883vS ten (10) days of the issuance of a revised Schedule by, the County through Completion of Phase T and Phase 11.. Copies of each. updated �Opopsibie Wage Notice reflecting the new Responsible Wage rates and. benefits shall be provided to the Executive Director not more -than ten (10) days after the issuance of the revised Schedule by the County. ON) Notwithstanding the provisions of Section 3.1.6(i),- the term Responsible Wages shall not include the hourly'pension benefits described ih the Schedule if the Developer is able. to substantiate, to the reasonable' satisfaction of the Executive Director, that the payment of the' hourly pensioei benefits described in the Schedule .with respect io categories- listed in sections 3.1-.6(i)(a)=(d) is' estimated to increase the projected construction lab6r costs for the Project by five percent (590) or more and the Executive Director, acting in' a commercially reasonable manrier,'concurs with such analysis: 3.1.7.1 ConstmetionEeportinaBgguirements. During construction of each Phase, Developer shall submit to the Executive Director: (i) on a quarterly basis commencing thirty (30) days after the end of the first quarter after, the commencement 'of construction of such Phase 'until thirty (30) days followittg Complption of such Phase, detailed reports with respect to compliance with the Subcontractoe Participation Requirement during the prior quarter and overall with respect to such Phase; and (ii) on a monthly basis commencing thirty (30) days after the commencement of construction of each Phase until thirty (30) days following Completion of such Phase, detailed reports with respect to compliance with the Laborer Participation Requirement and the Skilled Laborer Participation during the prior month with respect to such Phase (collectively the "Participation Reports'). The Developer and the Executive Director shall agree on the form of the Participation Reports and the required back-up information to be submitted as part of the Participation Reports prior to the commencement of construction of the Project. The Participation Reports shall contain such information as the Executive Director may reasonably require for the Executive. Director to determine whether the Developer is in compliance with the Subcontractor Participation Requirement, the Laborer Participation Requirement and the Skilled Laborer Participation Requirement with respect to such Phase. The Participation Reports with respect to each Phase must be certified as true and correct by the Developer. 3.1.7,2 Penalties -fQr Non-Com.pliance with Subcontractor Participation Re. - 3.1.7.2.1 To the extent Developer fails to comply with the Subcontractor Participation Requirement for such Phase with respect to Section 3.1.4(i)(a), Developer shall pay to the CRA as a penalty for such non-compliance: (a) Ten Thousand and No/100 Dollars ($I0,000.00) fpr each percentage point (196) below the Subcontractor Participation Requirement with respect to Section 3.2.4(i)(a) for the first the five (5) percentage points below the Subcontractor Participation Requirement with respect to Section 3.2.4(i)(a); (b) Fifteen Thousand and No/100 Dollars ($15,000.00) thereafter for each percentage point (1%) below the first five (5) percentage points below the Subcontractor Participation Requirement 15 #46225883-v5 with respect to'Section 3:1.4(i)(a), thereafter for up to five (5) additional'percentage.points; and (c)'. Twenty - Five. Thousand and Noll 00 Dollars ($25'000.00) thereafter for each additional percentage point below the first ten (10) percentage points of the Subcontractor Participation Requirexaent with respect to Section-3.1-,4(i)(a) (the "City Subcontractor Nott -Compliance Funds"}. 3.1,7.2.2 To the extent Developer fails to comply with -the Subcontractor Participation Requirement for such Phase with,'respect to'Section 3.1.4(i)(b), Developer sliall-pay.to the CRA as a penalty for such non-compliance: (a) Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) for each. percentage point (M) below- the Subcontractor Participation Requirement. with respect to=Section 3.1.4(i)(b) for the first.%ftebn (15) percentage points below the Subcontractor Participation .Requirement with respect,to. Section •3.1.4(i)(b); (b)'Ten •Thousand :and No/100 Dollats '($10,000.00) -thereafter for. each percentage point (1%) below the first fifteen (15) percentage points below the Subcontractor Participation Requirement with respect to Section 3.1.4(i)(b) for up to fifteen (15) additional percentage points; and (c) Twelve Thousand Five Hundred and 'No/100 -Dollars ($12,500.00) thereafter -for each additional percentage point below the first fifteen (1S) percentage points of the Subcontractor Participation Requirement with respect to Section 3.1 A(i)(b) up to twenty (20) additional percentage points; and (d) Fifteen Thousand 'and No/.I.00 Dollars ' ($15,000.00) thereafter for each additional percentage point below the first fifty (50) percentage points of the Siubcontracior Partieipatign Requirement with respeci to Section 3.1.4(i)(b) (the "C Subcontractor Non-Co�iliat ce Funds") ' 3.1.7.2.3 The City Subcoatractor Non -Compliance Funds and County Subs t i-actor-Non-Campliapa Funds shall be calculated by the Executive Directory after Stibstaeitial Cori pleii6n- of -each- Phase"and` shall -be Clue -and payabl& within thirty (30) frorn'the date of the Developer's rebeipi'of w"ritte'n'statement from the Executive Director stating the amount of the City Subcontractor Non -Compliance Funds and County Subcontractor Non -Compliance Funds, if any, are due with respect to such Phase. In the event of a dispute between the Executive Director and the Developer with respect to the compliance with the Subcontractor Participation Requirement with respect to such Phase, such dispute shall be submitted to the CRA Board for resolution if the Developer and the Executive Director are not able to resolve the dispute within thirty (30) days. The decision of the CRA Board shall be binding upon the parties. 3.1.7.3. Penalties for Non -Compliance with Laborer participation Requirement with res t to each Phase. 3.1.7.3, To the extent -Developer fails to comply with the Laborer Participation -Requirement set forth in Section 3.1.2(i)(a) with-respect'to such Phase, Developer shall pay to the CRA -as a penalty for sudh non-compliance: (a) Fifty Thousand and Nall 00 Dollars ($50,000.00) for each percentage point below' the Labor Participation Requirement set forth in Section 3.1.2(i)(a)- for the first -two (2)• percentage points below the Laborer -Participation Requirerrient set - forth in Section 3:1.2(i)(a), and (b) -Seventy Five Thousand and No/100 Dollars ($75,000.00)_.iherettfter.for each additiona1,percentage point beiov; the' first two (2)' percentage points 'bdlow the Laborer Participation Re'gttirement. set forth in Secti6n°3:1.2(i)(a) (collectively,'the "RA Uborei`N6-Coro liaiice Funds°'}: lo. 3.1.7:3.2 To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section -3.1.2(i)(b) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Twenty Thousand and No/100 Dollars ($20,000.00) for each percentage point below the Laborer Participation Requirement set forth in Section 3.1.2(i)(b) for the first four (4) percentage points below the Laborer Participation Requirement got forth -in Section-3.1.2(i)(b), (b) Thirty Five Th6usand and No/100 Dollars ($35,000.00) for each additional percentage point - below the first four. (4) percentage points below -the Laborer Participation kequirenndint sof forth in Section 3.1.2(i)(b) (collectively,' the " ®vertovrn Laborer No -Compliance Funds"); 3.1.7.3.3 To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section 3.1.2(i)(c) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance of: (a)'Three. Thousand and Five Hundred and No/l00 Dollars ($3,500.00) for each percentage point below the Laborer Participation Requirement set forth in Section 3.1.2(i)(c) for the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(c), (b) Five Thousand and No/100 Dollars ($5,000.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(c) for up to ten (10) additional percentage. points, and (c) Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) thereafter for each additional percentage point below the first twenty (20) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(c) (collectively, the "City Targeted Areas Laborer_Non-Compliance Funds"}, 3.1.7.3.4 To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section 3.1.2(i)(d) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Three Thousand Five Hundrend and Noll00 Dollars ($3,500.00) for each percentage point below the Laborer Participation Requirement set forth in Section 3.1.2(i)(d) for.the first ten (10) percentage points below the Laborer Participation Requirement set forth. in Section 3.1.2(i)(d), (b) Five Thousand and No/100 Dollars ($5,000.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(d) for up to ten (10) additional percentage points, and (c) Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) thereafter for each additional percentage point below the first twenty (20) percentage points below the Laborer Participation Requirement set forth in Section 3.1,2(i)(d) (collectively, the "Citi Laborer bion -Compliance Funds"). 3.1.7.3.5 To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section 3.1.2(i)(e.) with respect to such Phase, which specifies the minimum hiring requirements for laborers who reside in the City or in' the County Targeted Areas, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Three Thousand Five Hundred and No/100 Dollars ($3,500.00) for each percentage point below the Laborer Participation Requirement set forth in Section 3.1.2(i)(e) for the first ten (10) percentage points below the Laborer Participation Requirement set fbrth in Section 3.1.2(i)(e), (b) Five Thousand and Not] 00 Dollars ($5,000.00) -thereafter for each additional percentage point below Ithe first 'ten (10) percentage, points below the Laborer Participation Requirement set forth'in "Section.3.1.2(i)(e) for up to ten (1.0) additional percentage points, (c) Seven Thousand Five Hundred and No/100 Dollars -($7,500.0) thereafter for each additional percentage point 17 4146225883_0 below the first twenty (20) percentage'points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(e) for up to ten (10) additional percehtagt; points, and (d) Ten Thousand and No/100 Dolkirs ($10,000A0) .thereafter for eackf additional ,percentage point'bildw 'the first thirty (30) perceiiiftg points below'thd-Ubbrer Pakdciphil6n 1 �tq iremept sdt fbrthlin Section 3.1-Xi)(e) (coIleeti�ely; the `CounjY Targeted Areas Lat6bir nloi "Cmpliaiice Funds;'), 3.1.7,3.6 ` To' ezt6t - - Developer fails -to comply with the Laborer. Participation R6quirernent set-fdrth. W Sect?on 3.1.2(i)(f) with respect to such,Phase, Deve'loper shall pair', to the CRA as a penalty for such non-compliance: (a) rive T.houdand -and No/1.00 Dollars ($5,000.00) for each peroontage -point - below. the Laborer Participation Requirement -set forth. in 'Sectaon 3.1.2(i)(f) for the:lirst ten (1-0) percentage points below the Laborer Participation, Requirer6ent-set forih-In, Secticn'11.2(i)(f)y (b) Ton'Thousaiid and No1100 Dollars•.($10,090.00) thereafter. -for each additiokli percdntage••poiitt lielow.•the-iirst ten (10) percentage'poiiits, below :the -Laborer Participation Requirement set forth in Section 3.1%2(i)(f) for up to ten (10) additional percentage points, (c) Twenty Thousand and No/i00 Dollars ($20,000.00) thereaftE'r for eaefi additional'peraentage= point below the- fir$t twenty '(20) percentage points-bel6w.flub. I'.aborer Participation Requirement set forth in Section 3.1.2(i)(f) for up to twenty (20) additional percentage points, and (d) Thirty, ThoMand and No/100 Dollars ($30,000.00) thereafter for each additional'percentage point below. the first forty (40) percentage points below the Laborer Participation Reyunemeni set fgrtli in Section. 3.1.2(i)(6 (collectively, ilhe 'toiiii!y 'tauntLAborer Nan -Compliance, Funds") 3.1.7.3.'7 • The Laboreir 'Non -Compliance Funds shall be" calculated by'the Execultive •Director alter'C6mpletiGh- of' 'such ,Phase and shall' be due andpayable within -thirty (30)• from the date of the D'evelo_per's, receipt. 6f written stateine.ht •from the Executive Director- stating � fhe 'arni)urit• of the RA"Laborer taborer 14'on=.compliance Funds;- the Dvert6Vvn'Laborer Non --=Compliance' Funds, the:City Targeted`Areas Laboref -Ion-Compliance Funds, the City Laborer Non -Compliance Funds, the County Targeted Areas Laborer •Non - Compliance Funds, and the County Laborer Non -Compliance Funds, if any, are due with respect to such Phase. In the event of a dispute between the Executive Director and the Developer with respect to the compliance with the Laborer Participation Requirement with respect to such Phase, stith dispute shall be submitted to the CRA Board for resolution if the Developer and the Executive Director are not able to resolve the dispute within thirty (30) days. The decision -of the CRA Board shall be binding upon the parties. 3.1.7.4 Penalties for Non-CoLnpliance. vVith Skilled, Laborer Partik4nfig&&i��respectoeach Phase. 3.1.7:4.1 To the extent Developer fails to comply with the -Skilled Laborer Participation. Requirement set forth in-Section,3.1.3(i)(a) with respect to such Phase, Developer shall pay to the CRA as a penalty for such .. non-compliance: (a) Twenty Thousand- No/100 Dollars ($20,000.00) for each percentage point below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(a)for'the'first two- (2) percentagd'points below the Skilled Laboha Participation Requirement set forth in: Sectioi ja1.1.3(i)(a), and (b) Thirty Thdusaiid and No/l00 Dollars ($30,000.00) thereafter for each additional percentage point below- the- first two (2) percentage points below the Skilled -Laborer Participation Requirement set forth in Section 3.1.3(i)(a) (collectively, the "RA Skillgd L&borer Non -Compliance Funds"). 18 #4622588Lv5 3.1.7.4.2 To the extent Developer fails to comply with the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(b) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each percentage paint below the Skilled Taborer Participation Requirement set forth in Section 3.1.3(i)(b) for the first four (4) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(b), and (b) Eight Thousand 'and No/] 00 Dollars ($8,000.00) thereafter for each additional ''percentage point below the first four (4) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(b) (collectively, the "Civertown Skilled Labdrer Non -Compliance Funds' ). 3.1.7.4.3 To the extent Developer fails to comply with the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(c) with respect to such Phase, Developer shall pay to the CRA as 9 penalty for such non-compliance: (a) One Thousand Five Hundred and No/100 Dollars ($1.,500.00) for each percentage point below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(c) for the first ten (10) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(c), (b) Two Thousand Five Hundred 'and No/100 Dollars ($2,500.00) thereafter for each additional percentage point below the first ten (10) .percentage points below the Skilled Laborer Participation Requirement for up to five (5) additional percentage points thereafter, and (c) Four Thousand and .No/100 Dollars ($4,000.00) for each additional percentage point below the first fifteen (15) percentage points below the Skilled Laborer Participation Requirement set forth in Section •3.1.30)(c) (collectively, the "City Targeted Areas Skilled Laborer Non -Compliance Funds") 3.1.7.4.4 To the extent Developer fails to comply with the Skilled Laborer Participation. Requirement set forth in Section 3.1.3(i)(d) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand Five Hundred and No/100 Dollars ($1,500,00) for each percentage point below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d) for the first ten (10) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d), (b) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d) for up to the ten (10) additional percentage points thereafter, and (c) Five Thousand and NoAM Dollars ($5,000.00) thereafter for each additional percentage point below the first twenty (20) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d) (collectively, the Skilled Laborer Non -Compliance Funds"). 3:1.7:4.5 .To the extent Developer fails to comply. with the Skilled Laborer Participation Reg0irement set forth in -Section 3. I.3(i)(e) with respect to such phase, Develooer'shall pay. to fhe CRA as a pena.lty,for seich'non-compliance:-(a) One Thousand Five Hundred and No/100 Dollars ($1,500.00) for each percentage point below the Skilled LaborerParticipation Requirement set forth in Section 3.1.3(i)(e) for the fitst,`ten (10) percentage poinits.below the'Skilled Laborer"Partieipation Re6uirom6nt set forth ih Section 3.1.3(i)(e), (b) Two Thousand Five Hundred and- No/100.Dollars ($2,500,00) thereafter 'for each additional percent4ge . .point below the first lien • (10). percentage points below the Skilled Laborer 19 .. . 946225883_x5 Participation Requirement see forth in Section 3.1.3(i)(e) for up to ten (10) additional percentage points, (c) Four Thousand. and No/100 -Dollars ($4,000.00) thereafter• for each additional percentage point below the first t*enty (20). percentage' points below the Skilled Laborer Participation Requirement set forth -in SectioYt-3,1.3(i)(e.) fnr up to ten (10) additional percentage points, : and (d) -.-Five Thousand and No/100 Dollars ($5,000.00) thereafter for each additional percentage point below the first thirty (30) percentage points below the - Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(0 (collectively; the " Cou_nty Targeted Areas Skilled Laborer Non -Compliance Funds") ' 3.1.7.4.6: -To . the extent Developer. fails • -to comply -with the Skilled.Labdme P-articipation'-Requirerient set forth in Section 3.L.3ti)(f) with respect -to such Phew, Developer shall pay -td the CRA as a penalty k'or such non-compliance: '(a) Five Thousand and No/100 Dollars -($5,000.00) for 'eaeh per6entage point -below the. $killed Laborer Participation Requirement set forth. in Section 31.3(i)(f) for the first ten (10) percentage points below the Skilled Laborer -Participation Regrtirement•set forth in Section 3.1.3(i)(f); (b) Ten Thousand and Noll 00 Dollars ($10,000.00) thereafter for each additional percentage point below the first•ten (10) percentage points bdlow the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(f) for up to ten (10) additional percentage points, (c) Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) .thereafter for each additional percentage point below the 'first Ewenty (20) percentage points below the Skilled Laborer Participation•Requirement set forth in Section 3.1.3(i)(f) for up tp ten -(10) additional'percentage points, and (d) Fiteen Thousand and 1Vo/100 Dollars'($15,000.00)'ttiereafter for each additional percentage point below the ' first thirty (30) percentage points below the • Skilled Laborer Participation Requirement -set- 'forth in Section 3.1:3(i)(1) '(collectively, the "County Skilled Laborer Non-C-„gmpliance Funds"). 3.1.7.4:7. • The Skilled Laborer Non -Compliance Funds shall be calculated by the Executive Director.after Completion of such Phase and shall be due and payable within thirty (30) from the date of the Developer's receipt of written statement from the Executive Director stating the amount of the RA Skilled Laborer Non -Compliance Funds, the Overtown Skilled Laborer Non -Compliance Funds, the CRA Targeted Areas Skilled L,aborex Non -Compliance lands, City Skilled Laborer No* -Compliance Funds, County Targeted Areas Skilled Laborer Non -Compliance Funds, and County Skilled Laborer Non -Compliance Funds, if any, are due with respect to such Phase. In the event of a dispute between the Executive Director and the Developer with respect to compliance with the Skilled Laborer Participation Requirement with respect to such Phase, such dispute shall be submitted to the CRA Board for resolution if not resolved by the Developer within thirty (30) days. The decision of the CRA Board shall be binding upon the parties. 3.1.5 Failure t4 CowWy with Mi -i um Hourly Constfuction Wage Rate itetluirement. In the event that any. Contractor fails to pay the Minimum Hourly Construction Wage Rate to any worker working bn the construction of the Project, and which failure is rcported by such worker to the Executive Director, the Executive Director shall investigate the report and if the Executive Director, based vipon his investigation confirms such non-compliance with the Minimum Hourly Construction Wage Rate requirement, and that the error on the part of the Contractor was not a de niinimis miscalculation of the same, the Developer shall pay to the affected worker(s) as a penalty the Minimum Hourly Construction Wage Rate for every hour for 20 #46225883_v5 which such worker was underpaid plus a twenty percent (20%)penalty (collectively the "ConstlMgion Wane Rate Penalty"): Developer shall not receive the benefit of any credit for hourly wage payments made to such worker that did not comply with the Minimum Hourly Constntction Wage Rate requirement ("Erroneous Hourly Wage Payment"). By way of illustration, if a worker was paid an hourly rate -of Ten and Noll 00 Dollars ($10.00) and no health benefits were provided far one (1) hour in lieu of the Minimum Hourly Construction Wage Rate, the Construction Wage Rate Penalty would be calculated as follows: Construction Wage Rate Penalty = [(Construction Labor Living Wage Rate -,'Total Hours Worked) *,Penalty Rate] + Erroneous Hourly Wage Payment = [($14.46 * 1 hour) * 1.21 a- $10 Such Construction Wage Rate Penalty shall be due to the underpaid workers(s) within thirty (30) days after written demand from the Executive Director. Developer shall have the right to dispute such • demand and the findings of the Executive Director. If the Executive Director and the Developer are not able to resolve their dispute within thirty (30) days the dispute shall be submitted to the CRA Board for determination which determination shall -be binding on the parties. The Construction Wage Rate Penalty is not intended to waive any workers rights to seek any and all available legal relief available under applicable law. In the event a worker is granted a monetary award againa the Developer or its Contractor(s) in some other forum ("Monet Award"), any Construction Wage Rate Penalty otherwise due and owing shall be reduced by the amount of any such Monetary Award previously paid to such worker. 33.9 Failure to Comply with Re nsible W= -Requirement . In the event that any ,Contractor fails to pay -the Responsible Wage to any worker working on the construction of. the Project, and which failure is reported by such worker to the Executive Director, the Executive Director shall investigate the report and if the Executive Director, based upon his investigation confirms such non-compliance with the Responsible Rate requirement, and that the error on the part of the Contractor was not a de minimax miscalculation of the same, the Developer shall pay to the affected worker(s) as a penalty the Responsible Wage for every hour for which such worker was underpaid plus a twenty percent (200%) penalty (the "Responsible Wage Penalt)„) Developer shall not receive the benefit of any credit for hourly wage payments made, to such worker that • did not comply with the Responsible Wage requirement ("Erroneous Responsible Wage Payment"). By way of illustration, if.a worker was paid an hourly rate_ of Twenty and Noll 00 Dollars ($20.00) and no health benefits were. provided for one (1) hour in lieu of the Responsible Wage of $26.30, the Responsible Wage. Penalty would be calculated as follows: Responsible Wage Npailty .= [(ResponsW ible age *-Total.. Hours'Worked) * Penalty Rate] + Erroneous Responsible Wage Payment = [($26:30 * 1 hour) * 1.2] + $20 .�.21 #46225883-y5 Such Responsible Wage Penalty shall be;duefrom the Developer,to the underpaid workers(s) :within thirty (30) days after t written demand Rom the Executive.-Directdr'. Developer shall have the right to 'dispute such demand and the findings, of the. Executivq. Director. If the Executive Director atid the Developer are not able. to it§01ve" thiir dispute . with . in thirty: (3U) days the .dispute shall b6 "submitted to the'CRA "llbaid fro"Mi 'the. Developer -for deteriiiinition'whicib . . '�Wf b . . - parties.' . .arI I .. I . . .... ..det6rinin:hti6ri e binding on the pties.' The. Responsible Wage Penalty, is not intended to waive a workers. rights to seek any. and all available legal relief available under applicable law.. In the event a worker is granted Monetary Awatd against th6` 66y.6,119per onits Coritractod). in some, otheT forum, any, Responsible W* P�eiiifey:Otheiwise due and owing shall be . reduced. . by 'the amount of any such Monetary Award previously paid to such wdrker. .3AA4.Ern meni Advertisement & Alotice. With respect. to the construction of each Phas6, Developer shall., (i). Require its Generkl- Contractor -and all Subcontractors to, electronically post' job "opportunities, in established job outreach websites and organizations, including, without limitation, CareerSource South Florida, and'similar programs in order to attract as many eligible.applicants for such.jobs. as possible; (ii) -Require ;the General Contractoi to place a full-page weekly advertisement jri 'the Miami 'limes newspAper to inform residents of available job opportunities and any upcoming job fairs not less than thirty (30) days prior -to and through the date of- cdnstruction commencement of such- Phase; This shall be in addition to any advertisements done through other job outreach websites, organizations, and efforts referenced hereinabove; and (iii) Require the General Contractor to place weekly radio -commercials on WMBM and either Hot 105 or 99JAMZ to inform residents of available job opportunities and upcoming job fairs not less than thirty (30) days prior to and through the date of construction commencement of such Phase. is -11W NMI I Business g!Mr s and S6ry �e Goods -------- vices -SBE -Goods and Services' s .With respect to. each Phase, beveloper, or, its General Contractor, shall: (i) Award to firms certified by the'County as CM3-Affl not less than ten percent (10%) of the professional services agreements, calculated based upon the total dollar amounts paid to firms certified by the. County as CBE-A/E and the total dollar amount paid under professib 6ri1 -service agreements for soft -costs, including, but not limited to, design, engineering, survey, inspection, job monitoring requirements, testing and legal (the "CBE-A/E Pakicipation Rgquireme '); ' 22 #46225883V5 00 Require Contr'aetors to Award to firms certified by the County as SBE -Construction Services firms not less than twenty percent (20%) of the contractual agreements, calculated based upon the total dollar amounts paid to firms certified by the County as SBE -Constructions Services firm and the total dollar amount paid for construction -related materials, supplies and fixtures (the "SBE -Construction Services RRg uirement"); and. (iii) Require Contractors to Award to firms certified by the County. as SBE -Goods and Services firms not less than twenty percent (20°x) of the contractual agreements, calculated based upon the total dollar amounts paid to firms certified by the County as SBE -Goods and Services and the total dollar amount paid for goods and services "SBE -Goads and Services Requirement"). The Executive Director, in his sole discretion, may qualify firms presented to him/her by the Developer that possess the requisite licensing, professional qualifications,' and experience to perform services in the above -listed CBE or SBE categories, -but fail to meet one or more of the licensing requirements necessary to receive either a CBE or SBE designation from the County which firms shall be'included in the calculations above. (iv) Compliance with the above requirements for each category shall be measured based upon the total number of all subcontracts awarded to Subcontractors whose Principal Place of Business is within the applicable tier and the total number of subcontracts awarded in each category. - (v) To the extent Developer fails to comply with the CBE-A/E Participation Requirement for such Phase, Developer. shall pay to the CRA as a penalty for such non-compliance: (a) One for. and 14o/100 Dollars ($1,000.00) for -each'one half percentage point (0.5%) below'the CBE-A/E Participation Requirement for the first two and one- half percentage points below the CBE-A/E Participation Requirement; and (b) Two Thodsand Five Hundred and No/100 Dollars ($2,500.00) for each additional percentage point below the first two and one-half percentage points of the CBE-A/E Participation Requirement ("CBE - Non -Compliance Funds'). (vi) To the extent Developer fails to comply with the SBE - Construction Services Requirement for such. Phase, Developer shall pay to the CRA as a penalty for such non-compliance:.. (a) One Thousand and No/100 Dollars for each percentage point (1.0%) below 'the SBE -Construction Services Requirement Participation Requirement for the first five percentage- points below the SBE -Construction Services Requireinent; and (b) Two Thousand and No/100 Dollars ($2,000.00) for each percentage point below the first five percedtale' points 'of' the ' SB&Constructioii Services Requirement tthe k'SBE-Construction Services,Non-Compliance Fund 1. (vii) To the 'extent Develop.ar fails to comply with the SBE -Good -and-'Services Requiremcht for -such Phase, .Developer shall -pay to the CRA is- a penalty for;such non-compliance: (a) One Thousand and No/100 Dollars for eacb percentage point_(1.0%) below the CBE -Goods and Services Requirement for the first five percentage points below -the.-SBE=Goods and Services -Rec' irerftnt; arid- (b). -Two Thousand and Noll 00 Dollars 23 . aabaasss+_ws ($2,000.00) for:each perceniage,point below the first five percentage points of the SBE -Goods and Services Requirement (the "SBE -Goods and Services Non -Compliance Funds"). (Viii) The - "CBE-A/E" Nott-Conioliance "Fuhdsp the M& Consttrttctiori *"Serv3ces'•-2 Non-Coriiplianee Fti ids- and`the 'SBE -'Goods and Services Non- Connpliance Funds shall be calculated by the Executive Director after Completion of such Phase and shall be due and. -payable within thirty (30)' from the date of the ' Nveloper's- receipt -of written statement fmi-n the Executive' Director stating t ie � -amount .of the CBtiA/E `Non- r CompIiahce-Nnds, the SBUXonstrixcdon Service's "Non -Compliance Funds and the' SBE -Goods and Services Non-Comliliahcie-Funds, if airy, are due with respect to s0ph Phase. �In the event, of a. dispute be the Execrative Director and the Developer with respect to compliance with the CB&A/B Participation Requiretneni, th&SBE-.Coinstructidn Service.s'Requireniehf an' d the -SBE- Goods and Services Requirenrent ioitli respect to such'-Phsse,'such dispute shall be submitted to the CRA Board for resolution if not resolved by .the Developer .within thirty (30) days. The ;:decision of the CRA Board shall be Wfii ing iipon tyre parties. The Executive DirectorJn his sole ;discretion; may elect to "waive"Afor.a portion of the amonrit the Developer is required to pay to the CRA pursuant:to Section 3.1.11'with i°espect to such Phase 3.1.12 Small Getteral Contractor Program. Developer shall require its General Contractor to joint venture with a general contractor approvedby the Executive Director to provide certain key general conditions items such as scheduling; estimating, blueprinting, office fit: -outs, and field office set -UPS. 3.2 Comi fitments During Operations. -Following. Substantial Corirpletion of the Project, Developer shall comply with the following requiremerxts:'. 3.2.1 Enhanced Minimum Wage & Benefits. Developer, including any affiliate or agents of the Developer and any third -party operating a business physically located within the Project, shall pay each employee employed at the Project a minimum hourly wage of not less than Ten and No/100 Dollars ($IDM) per hour and paid hourly benefits of equivalent to not less than Four and 63/100 Dollars ($4) per hour (the "]Enhanced Permanent Wage") which .Enhanced Permanent Wage shall be adjusted annually on January 1 of each year atter the -,Effective Date to reflect changes in the Consumer Price Index over the previous year. 3.2.2 Developer shall be required to post notices at prominent locations throughout non-public portions of the Project, such as employee break rooms and other service areas, advising employees of the Enhanced Permanent Wage (the "Enhanced Permanent Wagq Notice). The Enhanced Permanent Wage Notice shall at minimum advise Project employees of the Enhanced Permanent Wage, the person to contact in the event of a grievance, and applicable penalties for non-compliance: The form of the Enhanced Wage Notice shall be subject to the approval of the Executive Director prior to the commencement of construction of the Project, which approval shall not be unreasonably conditioned or delayed. Developer shall be responsible for posting updated Enhanced Permanent Wage Notice annually each January 0 at prominent locations throughout non-public portions of the Project, such as employee break rooms and other service areas, advising employees of changes in the Enhanced Permanent Wage once adjusted annually to reflect changes in the Consumer. Price .Index over the prior year. Developer shall provide - the updated Enhanced Permanent Wage Notice reflecting the new 24 #46225883_v5 Enhanced Permanent Wage to the Executive Director within ten (10) days of each annual revision. 3.2.3 Failure to, Coniply with Enhgp%d Pqqpanent Wage Requirement During Operations. In the event Developer or any affiliates or agents of the Developer and any third -party operatin'g a business physically located within the Project ftils to pay the Enhanced Permanent 'Wage to any - employee of thiTroject, which -failure to pay is reportpd to the Executive Director by the employee(s), the.Executive Director shall investigate the report and if the, Executive Director, based upon" his investigation confirms such non-compliance with. the Enhanced Permanent Wage requirement, and that the error on the part of the. Developer was not a de minimis miscalculation of the settle, the Developer shall pay to the employee(s) as a penalty the Enhanced Permanent .Wage for every -hour for which the employee was underpaid, plus a twenty percent (200) penalty (the "Rn c4 Permanent Wane Penalty''). Developer shall not receive the benefit of any credit f6r hourly wage, payments made to such employee that did not comply with the Enhanced Permanent Wage -requirement - ("Erroneous Permanent Wage mens"). By .way of. illustration, if an employee was paid by Developer an hourly rate and benefits totaling of Ten and No/100 Dollars ($10.00).per hours and not provided any benefits for one (I)-fiour in lieu of the Enhanced Permanent Wage, the Enhanced Permanent Wage Penalty would be calculated as follows: Enhanced Per neat Wage Penalty [(Enhanced Wage Rate IL, Total Hours Worked Daily) * Penalty. Rate].+ FA-roneous Permanent Wage Payment [(s14.63.4L I hour) * 1.2]+$10-00 Such Enhanced Permanent Wage Penalty shall be due from the Developer to the underpaid employee(s) within thirty (30) days after written demand from the. Executive - Director. Developer shall have the right to dispute such demand and the findings of the Executive Director. If the Executive Director and the Developer are not able to resolve their dispute within thirty (30) days the dispute shall -be submitted to the CRA Board from the Developer for determination, which determination shall be binding on the parties. The Enhanced Permanent Wage Penalty is not intended to waive an employee's rights to seek any and all available legal relief available under applicable law. In tbe.event an.employee is granted a Monetary Award against the. Developer- or its -affiliates in .some- other forum, any Enhanced Pqm4nent Wage Penalty otherwise due and owing shall- be reduced by the. amount of any such Mot)etary Awgd, previously pAid to .such empl9yee.. 3.2.4 u11TimeHiring 80girpment. Ddvel per shall quire work performed by Tull. Time -Rrnployees in.. con ection with, the c6eration of the. Project to be perfqrmed by. individuals, who,. reside. within. tha...Cotknty... . This' fequii-ement. shall. be deem satisfied. Jf the, Full -Tim fi; 60...�pqratiop. of .the.Project, Full -Time WqTk�ng.jn c�)rtneqjon wit Satisfy the folipwing..pqquireWntA "Full -Time Ewloy Pa tidibsionRpquirement QO!k i. Npi'.1e;8i tiian, ten percent'{1'6%Full-.Tiine 8Pp loyc6s working at th6 Project are City resi€d&'ntgliving: within the 'R'ii'�'6v''elopxni--nt Area; .25 #46225883LV5 ii. :Not less than twenty percent (20%) of the Full -Time Employees working' at the Project. are City'residents- liviinj within the Redevelopment Aries or in the Overtown community; M. Not less than thirty percent (3O%).iof the Full -Time gmployees working at the Project'are City residents living within the City Targeted Aretts; iv. Not less than forty percent (40%) of the Full -Time Employees working at the Project are residents of the City; v. ' Not legs than fifty -Eve percent (55%n) of Project the'Full-Time Employees working'. at. the Project are iesiderits of -the County living within the City or in the County Targeted Areas; and vi. Not less than seventy percent (70%v) of the Full -Time Employees working at the Project are residents of the County. Compliance with the Full -Time Employee Participation Requirement shall be calculated annually based upon the total number of days worked by Full -Time Employees in the respective categories (i.e., subsections (i) — (vi)) and the total number of work days work by all Full -Time Employees calculated on a calendar year basis. The place of residence shall be determined as of January l of each year. lull -Time Employees who'on their original hire date were residents of the Redevelopment Area, Overtown': or -the City Targeted Areas -and following the commencement of their employment at the Project establish their personal residence outside such aforementioned areas shall, for purposes of satisfying -the Full -Time Employee Participation Requirement, retain their original characterization as residents of the Redevelopment Area, Overtown, or City Targeted Areas for a period of not more than three (3) years following the date of the said Full -Time Employees' move upon submittal of documentation confirming residence within the Redevelopment Area, Overtown or City Targeted Areas for a period of not less than one (1) year prior to the commencement of their employment at the Project. - The Full - Time Employee Participation Requirement shall not be deemed or construed to require the hiring of Full -Time Employees who do not comply with hiring requirements, including mandatory drug testing; however, neither Developer not its agents shall solicit from prospective employees information regarding their past criminal record at the time of initial application and any evidence of past criminal acts committed by such prospective employee of which the Developer or its agents becomes apprised thereafter shall not serve to automatically disqualify such prospective employee from employment at the Project, but shall be considered on a case-by-case basis in accordance with the standards set forth in Exhibit "E". `Any aforementioned hiring requirements of the Developer shall not relieve the Developer from its obligation to comply with the Full -Time Employee Participation Requirement. 3.2.5 Part -Time Hiring Requirement. Developer shall require work performed by Part -Time Employees in connection with the operation of the Project to be performed by individuals who reside within the County. This requirement shall be deemed satisfied if Part -Time Employees working in connection with the operation of the'Project satisfy the following requirements (the "Part -Time Employee Participation Requirement"): 26 s46225883_v5 L Not less than ten percent (10%) of the Part -Time Employees working at the project are City residents living. within the Redevelopment Area; ii... Not less' than twenty. percent (20%) of the Part -Time Employees working at the Project are City residents living within the Redevelopment Area or in the Overtown community; iii. Not less than thirty percent (30%) of -the Part -Time Employees ,working at the ]Project are City residents living within the City Targeted Areas; .: iv: Not leis than forty percent (q0%) of the P&t-Time Employees working at"ihe Project am re"sidents of the City; ' v. Nor less than fifty-five percent (55%) 6f -Project the Pari -Tune Employees working at the Project are residents of the County living within the City or in the County Targeted Areas; and vi. Not- less than seventy percent (700) of the Part -Time Employees working at the Project are residents of the County. Compliance with the Part -Time Employee 'Participation -Requirement • shall be. calculated annually based upon -the total number of hours worked by Part -Time Employees in each of,the respective categories -(Le., subsections (i) — (vi)) and the total number of hours worked by all Part -Time Employees at the Project. The place of residence shall be determined as of January 1 of each year. Part -Time Employees who on their original hire date were -residents of either the Redevelopment Area, Overtown or the City Targeted Areas and following commencement of their employment at the Project establish their personal residence outside such aforementioned meas shall, for purposes of satisfying the Part -Tirane Employment Participation Requirement, retain their original characterization as a resident of either the Redevelopment Area, Overtown or City Targeted Areas for a period of not more than three (3) years following the date of said Part - Time Employees' move upon submittal of documentation confirming residence within the Redevelopment Area, Overtown or City Targeted Areas for a period of not less than one (1) year prior to the commencement of their employment at the Project. The Part -Time Employee Participation Requirement shall not be deemed or construed to require the hiring of Part -Tune Employees who do not comply with the hiring requirements, including mandatory drug testing; however, neither the Developer or its agents shall solicit from prospective employees information regarding their past criminal record at the time of initial application and any evidence of past criminal acts committed by ,such prospective•empjoyee-of which the Developer or..-Jts..agents become. apprised-. thereafter shall not automatically disqualify -Rauch prospective employee from- employment at the Project, but shall' be considered on a case-by-case basis in accordance with the standards set forth in Exhibit,"E". Any aforementioned hiring requirements of the Developer shall not relieve .the Developer from its obligation to comply with' the Part - Time -Employee Participation Requirement. 3.2.6 • Annual Penaltin_fr lin-Co fiance with ° ll- i e louse Participation Re uirement. 27 946225883v5 3.2.6.1' To the extent Developer fails to comply with the applicable Full -Time Employee Participation Requirement set forth in Section 3.2.4(i) on a calendar year basis, Developer shall pay to -the -CRA as a penalty for such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(1) for the first five (5) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(1), and (b) Ten Thousand and No/100 Dollars ($10,000.00) thereafter for each additional percentage point below the first five (5) percentage points below the ' Fuli-Time Employee Participation Requirement set' forth' in Section 3.2.4(i) (collectively, the "RA Full -Time �Emblo)ee Non- Conipliance Funds"): 3.2.6.2 —To the extent Developer fails to comply with the applicable Full -Time Employee Participation Requirement set forth in Section 3.2.4(ii), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Two Thousand Two Hundred Fifty and No/100 Dollars ($2,250.00) for each percentage point below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(ii) for the first . five (5) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.14(ii),- (b) Three Thousand and Noll 00 Dollars ($3,000.00) thereafter Ibr each additional percentage point below the first rive (5) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(ii) for -up to ten (10) additional percentage points ,thereafter, (c)' Four Thousand and No/100 Dollars ($4,000.00) thereafter for each percentage point below the first fifteen (15) percentage points of the bull -Time Employee Participation Requirement set forth in Section 3.2.4(ii) (collectively, the "Ovei-towri Full -Time Emnlo�...ree Non -Compliance Funds"). 3.2.6.3 To the extent Developer fails to comply with the Full -Mme Employee Participation Requirement set forth in Section 3.2.4(iii), calculated on a calendar year basis Developer shall pay to the CRA as a penalty for such non-compliance (a) One Thousand Two Hundred Fifty and No/100 Dollars ($1,250.00) for each percentage point below the Full - Time Employee Participation Requirement set forth in Section 3.2.4(iii) for the first ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iii), (b) One Thousand Seven Hundred Fifty and No/100 Dollars ($1,750.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iii) for up to the next ten (10) additional percentage points thereafter, (c) Three Thousand and No/100 Dollars ($3,000.00) thereafter for each percentage point below the first twenty (20) percentage points of the Full - Time Employee Participation Requirement set forth in Section 3.2.4(iii) (collectively,.the "City Targeted Areas Full -Time E to ee Non -Corn liance Funds"). 3.2.6.4 To the extent Developer fails to comply with the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iv), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) One Thousand Five Hundred and No/ 100 Dollars -($1,500.00) for each percentage point below the Dull -Time Employee Participation Requirement set forth in Section 3.2.4(iv) for the first -ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iv), (b) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Full -Time 28 846225883 v5 Employee Participation Requirement set forth in Section 12.40v) for up to the next -ten (10) additional percentage points -thereafter, (c) Three Thousand Five Hundred and N6/100 Dollars ($3,500.00) thereafter for each percentage point below the first twenty (20) percentage points of the Dull -Time Employcc Participation Requirement set forth in Section 3.2.4(iv) (collectively, the "City Full -Time Em to ee Nori-Co�fiance Funds"). 3.2.6.5'To.ih6.ex--Wt.Developer-fails�to coinply-with the Full -Time Employee •Phrrticipation Requirement set- forfh fil Section 3.2.4(v), calculated -on a calendar year basis,'Developec shall pay to the CRA as,4 penalty•foi such non-compliande (a). One Thousand Five' Hundred and No/100 Dollars ($1;500.00) for each -percentage point below the Full -Time Employee Participation Requirement set •forth in Secdon-3.2.4(v) for •the first ter' ('10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(v), (b) Two, Thousand Five Hundred and No/100 Dollars - ($2,500:00) thereafter. for each additional percentage point below the first ten (10) - percentage points' below the Full -Time Employee Participation Requirement -set forth in Section 3.2,4(v)- for up to the next ten •(1(1) additional percentage points, (c) Three Thousand and No/100 Dollars ($3,060.00) thereafter for each percentage point below the first twenty (20) percentage .,points of the Full -Time, Employee Participation ;Requirement. set fortht'irr Sectioti 3.2.4(x) `•foi: up to the next -ten'.( -IO) -percentage points, :and (d) Four Thousand Five Hundred ($4,500.00) thereafter for •each percentage point below the first thirty (30) perceritage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(v) (collectively, the "County Target Ar -Time Employee Non -Compliance funds"). 3.2.6.6 To the•extent Developer fails to comply with the Full -Time EMi loyee Participation Requirement set forth in Section 3.2:4(vi), calculated. on a calendar year basis, Developer -shall -pay to the CRA as it penalty for such non-compliance (a) Two. Thousand Five Hundred 'and �Na/l0O 1)ollars ($2,500:00) for each'percentagd point below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(vi) for the first: ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(vi), (b)'Five Thousand and No /100 Dollars ($5,000.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(vi) for up to the next twenty (20) additional percentage points, (c) Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) for each percentage point below the first thirty (30) percentage ,points of the. Full -Time Employee Participation Requirement set forth in Section MA(vi) for up to the next twenty (20) percentage points thereafter, and (d) Ten Thousand ($10,000.00) thereafter for each percentage point below the first fifty (50)' percentage points of the Full -Time Employee Participation Requirement set forth in Section 3.2.4 vi) (collectively, the "Count F ll -Thine Em to ee' Non -Com fiance F0 nds"'j.. 3.2.6.7 The 'Full -Time Employee Participation Requirement shall initially be calculaied by.Develdper on January l' following the anniversary of Project's opening for -business to the general public, and each year thereafter, for the prior calendar year. Evidence of Developer's corripliance with the Full -Time Employee IParficipation_ Requirement shall be calculated'by the Develbpei• and submitted to the Executive Director with floe appropriate backup doc mentatioti' for review on or before March- 1st of each year for the prior calendar year starting with the first full calendar ,year after the Project is 'open for business to the public. The fust 29 #46225883—v5 payment of any amount due pursuant this Section 3:2.6 shall be. paid by the Developer tbllowing the second anniversary of the Project's- opening for business to. the- general public and accompany the submission of the report to the Executive Director which shall include a .breakdown of t -be -amount of the RA Full-Tiinc Non -Compliance Funds, Overtown Full -Time Non -Compliance Funds, City Targeted Areas Full -Time Non=Compliance Funds; -City-Full-Time Non -Compliance Funds, -County Targeted areas Full -Time Non -Compliance Funds, and County Full -Time Nati-Conipliance' Fuftds, if any, due: All -required reports and payments shall be due ;on or before March ? of each succeeding year. The calculation by the Developer of the amount due shall be subject- to audit by. the Executive Director. If any additional amount is determined 'to be due by the Executive Director same shall be due within thirty.(30)rlays of demand. In the event -of a dispute between the Executive Director and the Developer with respect to compliance with the Full -Time Employee Participation Requirement, which is not resolved between the Developer and: the Executive Director within thirty (30) days; such dispute shall be submitted to the CRA Board for resolution. 3.2.7 Annual , Penalties for Non-CoMpl ance with !Ile Part me 3.2.7.1 To the extent Developer fails to comply with the applicable Part -Time Employee Participation Requirement set forth in Section 3.2.5(1) calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Three Thousand and Noll 00 Dollars ($3,000.00) for each percentage point below the Fart -Time Employee Participation Requirement set forth in Section 3.2.5(i) for the first five (5) percentage points below the Part -Time Employee Participation Requirement set forth'in Section 3.2.5(1), and (b)' Five Thousand and No/100 Dollars ($5,000.00) thereafter for each additional percentage point below the first five (5) percentage points below the Pinjime Employee Participation kequirement set forth. in Section 3.2.5(i)• (collectively, the "RA Par Time Em to ee Non- Conlliance Funds!). 3.2.7.2 To the extent Developer fails to comply with the applicable Part -Time Employee Participation Requirement set forth in Section 3.2.5(1), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for each percentage point below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(ii) for the first five (5) .percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(ii), (b) Three Thousand Five Hundred and No/] 00 Dollars ($3,500.00) thereafter for each additional percentage point below the first five (5) percentage points below the Part - Time Employee. Participation Requirement set forth in Section 3.2.5(ii) for up to ten (10) additional percentage points thereafter, (c) Five Thousand and No/100 Dollars ($5,000.00) thereafter for each percentage point below the first fifteen' (15) percentage points. of the Part - Time Employee Participation Requirement (collectively, the "Overtown Part -Time Employ Nan-Comnliance Funds"). 3.2.7.3 To the extent Developer fails to comply with the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iii), calculated on a calendar year basis beveloper shall pay to the CRA as a penalty for -such non-compliance (a) Six Hundred Twenty Five and Noll 00 Dollars ($625.00) for' each percentage point below the Part -Time 30 ##46225883_v5 Employee Participation Requirement set forth in Section. 3.2.5(iii) for the first. ten (10) percentage-. points below the Pates Time Employee:Participati'on'Requirembnt set forth in.Section 3.2.5(iii), -(b) Eight .13undred Seventy Five and No/100 Dollars'-($875.00) thereafter for each additional - percentage point below the first ten (10) percentage points below the Part-Time Employee Participation Requn irrient:set forth in Seetion:'3 Z:5(iii) for up'to'the next'tdn'(10) additional 'percentage' polt<ts flsereafter, (c) One -Thousand 'Five"' Hundred Fifty and'-Nol100 Dollars ($1,550.00) iihereafter for ®ach.percentage painr bolo* 1he'fiAt'4Wdnty (20) percentage points of the Part``-Tune: Fsmpl6yee Participafidii:�Requirement set faf'th in Section 325(iii) (collectively, the `,Cit 'l`gr t Areas PartATi a Em to ee Nd'n-CoMplianee •Funds"):- .• 3.2:7:4 -To the extent Developer-fails to comply With -the Part-Time Employee Participation Requiremrit'set torth-in Section 3:2.5(iv), calculatbd on a calendar year basis; ,Developtir'shall pay-to the CRA as 9-penalty for, such non-co4iiauce (a) Seven Hundred Fi"ffy and- No%100 -Dollars ($750.00)' for each. percentage point beio`w thi,Pirt-Tine Employee Participation Requirement' set, forth in- Section' 3.2.5(iv) 'for the fifit'ten:(10). percentage points ;r below'the Part-Time. Employee l?afticipatian )requirement set forth ' Section;3.2.5(iv), (b) One Thousan&Two•-Hundred' Afty-,.A d No/1.0Q Dollars ($1;250.00) thereafter for 'eaeh.-additiariai percentage point' below the- first • t ' ' .(] 0) 'percentage points below tlte, Part-Time Employee Participation Requirement ;set forth'in.Se,.ction 3.2.-5(ivy utilizing�'for up to the next ten (10) -additional percentage 0oints thereafter, (c) One•; Thousand Seven Hundred Fifty and No/100 Dollars ($1,750.00) thereafter for each percentage point below the first twenty (20) percentage points of the Part-Time Employee ' Participation Regpireinerit, set forth- iri Section. 3.2.5(iv) (collectively, the "City Part-Time Employee Non-Compliance FundW)-..' 3.2.7.5 To the ektentDeveloper'fails to comply with the Part-Time Employee pattie'ipation. Requirement set-forth. in Section'3.2.5(v), calculated on a calendar year basis, Developer shall pay to. the' CRA as ,a -penalty for such non-compliance (a) Seven Hundred Fifty and No/100 Dollars ($750.00) for each percentage point below the Part-Time Employee Participation Requirement set forth in Section 3.2.5(y) for the first ten (10) percentage points below the Part-Time Employee Participation Requirement set forth in Section 3.2.5(v), (b) One +-Thousand One Hundred Twenty-Five and No/100 Dollars ($1,125.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Part-Time Employee Participation Requirement set forth in Section 3.2.5(v) for up to the next ten (10) -additional percentage points, (c) One Thousand Five Hundred and No/100 Dollars ($1,500.00) thereafter for each percentage point below the first twenty (20) percentage points of the Part- 'T'ime Employee Participation Requirement set forth in Section. 3.2.5(v) for up to the next ten (10) percentage points, and (d) Two Thousand Two Hundred ]Fifty and No/100, Dollars ($2,250.00) thereafter for. each percentage.poiO below the first thirty (30) percentage points below-the Part- Time Employee Participation Requirement set_ forth in Section. 3.2.5(v) . (collectively, the "County Target Area )?&q-j'ime Employee Nan-Compliance Fund 3.2.7.'6 To the extent Developer fails :to :comply with the Part-Time Employee Parlicipaiion Requirement set forth .'in Section 3.15(vi), calculated `on a calendar year basis, Developer shall-pa.y to the'CRA as a penalty for-su�h' non-compliance (a) Orie Thousand and No/100 Dollars ($1;0.00:00) for each percentage point below the Part-Time Employee Participation Requirement set .forth 'in Section 3.2.5(vi) fox' the first ten {lOj percentage points below the Part-Tune Employee Participation Requirement-sett forth in Section 3.2.5(vi),'(b):One .31 84b 883_v3 Thousand Two Hundred Fifty and No/100 Dollars ($1,250.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Part -Time Employee Participation Requirement set forth in 'Section 3.2.5(vi) for up to the next twenty (20) additional percentage points, (c) One Thousand Seven Hundred Fifty and N61100 Dollars ($1,750.00) for each percentage point below the -first thirty (30) percentage'points of the Part -Tithe Employee Pat'ticipation Requirement set forth in Section 3.2.5(vi) for up to the next twenty (20) percentage points thereafter, and (d) 'Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thef6after for each percentage point'below the first fifty (50) percentage points of the Part -Time Employee Participation- Requirement set forth in Section 3.2.5(vi) (collectively, the "County Part -Time Employee Non-Conliance Funds'). 3.2.7.7 The Part -Time Employee Participation Requirement shall initially be calculated by the Developer on January 1"c following the anniversary of the Project's opening to the general public, and each year thereafter, for the prior calendar year. Evidence of Developer's compliance with the Part -Time Employee Participation Requirement shall be calculated by the Developer and submitted to the Executive Director with the appropriate backup documentation for review on or before March 1 st of each year for the prior calendar year starting with the first full calendar year atter the Project is open for business. to the public. The first payment of any amount due pursuant to this Section 3.2.7 shall. be paid by the Developer following the second anniversary of the Project's opening for business to the general public and accompany the submission of the report to the Executive Director which shall include a breakdown of the amount of, the RA Part -Time Non -Compliance Funds, Overtown Part -Time Non -Compliance Funds, City Targeted Areas Part -Time Non -Compliance Funds, City Part -Time Non -Compliance Funds, County Targeted Areas Part -Time Non -Compliance Funds, and County Fart -Time Non -Compliance Funds, if any, 'due. All required reports and payments thereafter shall be duP on or before March I" of each succeeding year. The calculation by the Developer of the amount due shall be subject to audit by the Executive Director. If any additional amount is determined to be due by the Executive Director, same shall be due within thirty (30) days of demand. In the event of a dispute between the Executive Director and the Developer with respect to compliance with the Part -Time Employee Participation Requirement, which is not resolved between the Developer and the Executive Director within thirty (30) days, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties. 3.2.8 Cbrnmunity Support, .lob Training, & Career Development Partnership. Developer shall execute an M.O.U. with the following organizations for the purposes outlined herein below: 3.2.8.1 'CRA;&onsoned Hospitality & Culinary Instiiute. Developer, shall -piovride annual financial .support in -ihe� amount of One Hundred Thousand and No/100'Dollairs ($1.00,0®0.00) (the."Annual Workforce'Training Contribution") to a hospitality and culinary institute sponsored by the CRA (the "Institute"). The Annual Workforce Training Contribution khi.11: be increase, annually'by one=and-one half percent (1.5%) through the Term of the Agreement. ;The Iitsfitute'sliall be�incorporated as a`non�pz'oft corporation under s. 501(c)(3) of the Internal Revenue Code,"for the purposes of. ,()Training residents' of the. Redevelopment Area, Overtowfr, andlother targeted--aieas of the coi�ntritioity•for employment opportunities within the hospitality sector; (ii) coordinate the delivery of training for future Developer employees, 32 a�a6aassss_vs . _ a .._ among others; and (iii) coordinating linkages between the Institute and Developer for purposes of .employing Institute graduates. De-Moper!s obligationfo, remit•• thi Annual - Workforce Tiaining�Contribirtion -to the GRA shall commence upon "'the Effextwe-,Date'of -this Agreement arid'. subsequent •Annual Wbkkfarce Triiining-Cont�ribution payments shall be' -due and=owing each year thereafter do the ariniversaryof-the Effective Date.- The CRA shall'onty• use the -Annual Workforce -Training •Contrifibtion to 6uppbrt• the Institute. Developer fiihh& agrees• that it shall afford 'graduates of the -'Institutes prefetencb over -ndni-Institute graduates with respect to opportunities for interviews and hiring for future employinOpt..'opportunities for positions for which the Institute provides training when related emp1oym6nC6pportuniti6s became available at tlic `Pi`ojeci. it r regard to' ttie a orerrienfior�ed hiring pfief�ence' fox Institute -gtaduates, sueh pre rence shall •not ipplywhete aneilually t�ualified; nor Institute gri6aite';' that is resident of the Rgdeveloprnent Area, (}5e; town; City Targeted Rias, atrd�'bt' City, is cotn}ieting for the same employment opportunity as ah Institute graduate. 3.2.8.2 Miami -Dade College -Hospitality lnstitute Developer or its affiliate, MDM Development,,LLC ('MD ') has executed a M.O.U. with MDC to: (i) support the activities of the MDC Hospitality & Culinary Institutes (the ""Hospittilky Program'; (ii) coordinate the delivery of training • for future Developer employees; and •(iii) to coordinate linkages between'MDC aitd Developer far the purposes of hiring Hospitality Program graduates, 'A'copy of the M.O.U. with MDC 'is attached hereto and made part hereof as Exhibit "G". .3-2.83: Caromfourc South �larida. Developer or its affiliate, MDM, is finalizing a M.O.U. with SFWIB for purposes of: (i) establishing a referral network for employment opportunities at both ex'istirig Developer -affiliated hotels. and the Project; and (ii) to securefrom SFWIB a fltnding commitinent to underwrite training for future.Project employees with SFWIB and other local training programs which M.O.U. with SFW1B shall be substantially in the form attached hereto and made a part hereof as Exhibit "H". 3.2.8.4 Miami -Dade County Public Schools. Developer or its affiliate, MDM, has executed an M.O.U. with MDCPS for the purposes of (i) supporting the activities of the. MDCPS Career Academies in Hospitality & Tourism, Engineering & -Technology, Finance, and'Transportation, Distribution & Logistics at high schools located within the City; and (ii) establishment of an academic year and summer internship that will provide paid internships to not less than thirty (30) MDCPS students. A copy of the executed M.O.U. with MDCPS is attached hereto and made a part hereof as Exhibit "I". 3.2.8.5 Goodwill of South Florida, Inc. Developer has executed a letter of intent with Goodwill for purposes of formalising DeveIoper's intent'to contract with Goodwill for, among other services, the prbvision of laundry and linen service for the Project at an estimated annual • load of 10 million pounds, which agreement will double the current workforce at Goodwill's laundry facility located in Liberty City. A copy of the letter of intent with Goodwill is attached hereto and made a part hereof as Exhibit "T'. 3.2.9 Vendor and Local Business Opportunities. With regard to local business opportunities and vendor opportunities, MDM shall agree to the following: 33 4146225883Y5 3.2.9.1 Partnersh' with Local Commmilily Organizations Developer shall work with local community organizations Including, .but not limited to, the Miami -Dade Branch of the National Association for the Advancement of Colored People ("N.A.A.C.P.") and the Miami -Dade Chamber of Commerce ("MDCC'), to: (i) inventory opportunities for local .vendors to support the Project's operations; (ii) identify local vendors with capacity to service such Project opportunities; (iii) support and market training programs designed to increase the capacity of local vendors interested in servicing Project opportunities; and. (iv) identify, market, or create, as necessary, programs to provide financial assistance to local minority vendors'_ interested in servicing Project opportunities.. -Developer shall execute memorandums of understanding, ih substantially the attached form contained, in Exhibit "K', with the N.A.A.C.R, MDCC, and other organizations, as necessary, to accomplish the aforementioned goals. 3.2.9.2 Development of Local. Minority Vendor -Pro gram..The CRA shall select and retain the services of qualified, local minority firm to assist it with the development of a vendor program. Developer shall reimburse the CRA, on a quarterly basis, for the, costs incurred by the CRA to retain the Iocal minority firm, which reimbursements paid to the• CRA shall not exceed One Hundred Thousand aid No1100 Dollars ($.100,000.00) during any calendar year, inclusive of all reimbursable costs incurred during such calendar year fora -period of three (3) years. The firm retained by'the CRA will.coordinate with and, at a minimum, assist Developer- with the following tasks: •(i) development of a database of small, minority construction firms; (ii) inventory vendor opportunities for small, and minority-owned firms;. (iii) development. of a database of small and minority-owned firms that can potentially service 'the Project; and (iv) collaborate with local, non-profit organizations, like the MDCC and N.A.A.C.P., to market vendor opportunities directly to potential vendor and/or through- vendor fairs. Such vendor opportunities at the Project shall include, in additional to those opportunities listed in Exhibit "L":.(i) the provision of rental car or private car services to hotel patrons at the Project; (ii) delivery of valet services to hotel and convention center guests at the Project; '(iii) janitorial services for the -Project; (iv) landscaping services for the Project; (v) dry-cleaning services to hotel patrons at the Project; and (vi) business center services to conventioneers and meeting planners at the Project. The Developer acknowledges that there may be one or more local minority firm(s) retained by the CRA during the term of this Agreement to provide the services contemplated by this Section 3.2.9.2, but under no circumstances shall the Developer's obligations under this Section 3.2.9.2 exceed One Hundred Thousand and No/100 Dollars ($100,000.00) during any calendar year. 3.2.9.3 Vendor & Local Business Opportunity Fairs. Developer, in conjunction with local cgrrmiunity partnerS'aO with. the' -CRA, shall convene not less than two vendor and. local business opportunity fairs in the' .year .immediately preceding Substantial Completion of •Phase 1, with the first of such fairs occurring. not .less than six (6) months prior. to Substantial Completion, of Phase I, for the purpose of sharing with .local vendors and entrepreneurs informat;qn regarding; (i) opportunities to directly "Contract. with - Developer to provide direct services or product, to the Project once operational; and (ii), opportunities. for local entrepreneurs to. provide services to ' patrons ,of the Project, either- on-site through a Developer referral prggram,or off-site within.the Redevelopment Area, Overtown, or.other Targeted Areas., 34 3.2.0.4 Direct, Vendor Development Ero ram. Developer will work"with CRA, and One'United Bank or another financial institution that is mutually acceptable the - Developer and CRA, to create a program to support not less than ten (10) small, disadvantaged, and/or women -owned business critities iri contracting directly with Developer or an agent designated by the Developer for the provision of'goods orservices to the 1?rojext once Phase I is operational. Developer oavenants and agrees to retain not less than ten (10) small, disadvantaged, and/or women -owned business entities contracting directly with the Developer or an agent designated by the Developer for the provision of good or services to the Project, at all 'times, once Phase I of the Projeci is'opetational having an aggregate annual Value -of ndt less than One Million_ and No/100 DQllafs 01;000,000.00)_ (the "Vendor -Mdiremerli"). Should Developer not'comply with the Veridor Requirement during any calertdar year after Phase I is operational: the CRA 'shall reduce the Incentive Payments payable to the Developer for such calendar year by' an atnoubf equal to "one percent (196) of the Incremental TIF which would be payable to the Developer'for such calendar year. 3.3 Camnliance Monitoring Contract. 3.3.1 Prior to the issuance of any construction permits for the Project, an SBE -Construction Services certified -firm shall be selected and retained by the CRA to review the "Participation Reports submitted by the Developer and" audit the - same', as well as audit Developer's' compliance with the community benefits, - hiring, wage, and procurement requirements of this Agreement. 3.3.2 The proposed scope of services to be provided by the selected SBE Construction Services certified firm (or such- firm with equivalent experience as determined by theExecutiveDirector)-under the Compliance Monitoring Contract is attached hereto as Exhibit 3.33 The Developer shall reimburse the CRA on a quarterly basis for the .costs incurred by the CRA under 'the Compliance Monitoring Contract, which reimbursements paid to the CRA shall not exceed One Hundred Thousand and Na/100 Dollars during any calendar year inclusive of all reimbursable costs incurred under the Compliance Monitoring Contract. The initial Compliance Monitoring Contract shall commence upon ,the earlier to occur of (i) thirty (30) days prior to the commencement of construction of the Project or (ii) within ten (10) days of this issuance of any construction permits for the Project. The Developer shall reimburse the CRA for'such Compliance Monitoring Costs on a quarterly basis for such compliance monitoring costs incurred up to the amount of the aforementioned cap in any single calendar year. The Developer acknowledges that there may be one or more. Compliance Monitoring Contrict(s) with different SBE -Construction Services certified firms during the term of this Agreement but under no circumstances shall'Developer's obligations under this Section 3.3.3 exceed One Hundred Thousand and No/100 Dollars ($100,000.00) during any calendar year. 4,1 Development of Project. Developer represents that the Project shall be constructed in two phases as more fully described in Exhibit "B". Developer further anticipates 35 446225883_,&5 that the assessed value of the Project once completed will equal approximately five Hundred and Twenty -Five Million and No/100 Dollars ($525,000,000.00) (the "Anticipated Development Value'). Developer estimates that Anticipated Development Value will generate approximately Six Million Ninety Thousand and Noll 00 Dollars ($6,090,000.09) in Increritcntal'I'IF annually for the Project, with such Incremental TIF anticipated to begin January l,'2020. Developer acknowledges and agrees that Developer, shall bear the entire risk under this Agreement if the Project is valued'.at less than the Anticipated Development Value and/or isnot developed -within .the time frame anticipated by the Developer resulting in Incremental TIF payable by the CRA pursuant to this Agreement being less than anticipated by Developer. ' Developer acknowledges and agrees that the CRA shall' have ' nu liability to Developer if the'Anticip.ated'Development• Value as estimated by Developer proves not to be accurate for any reason and if the estimates provided by the Developer prove to be inaccurate, same shall not relieve Developer of its obligations pursuant to this Agreeriient. 4.2 Developmeni Incentive. Subject to CRA Budget Approval by the CRA Botai-d, City Approval and County Approval, ori an annual basis in all cases, as -an inducement to the development.of the Project, the CRA agrees to pay Developer a percentage of Incremental TIP as follows: 4.2.1Payment of Increm ntal TIF: On an annual basis for each calendar year commencing after -the Base Year and continuing throughout the Term of this Agreement, subject to reduction under' Section 4.2.2 and Section 4.2.3 below, the CRA- shall pay to Developer an incentive payment equal to Sixty -Five Percent (6596) of the Incremental TIF (the 'Incentive Payinent'x : All Incentiv6'Paymen6'shall be due and payable within thirty (30) days ohhe�CRA"s receipt of Incremental TIF. 4.2.2 Reductions in Scope of the Project. If the square footage of the Convention Center Component ' is reduced to less than 500,000 square -feet of space. the percentage' of the Incremental TIF utilized - for calculation of the Incentive Payment shall be reduced froth Sixty -Five percent (65%) to Forty -Five percent (45%). If the square footage of the .Convention Center Component is reduced to less than 300,000 square feet, then in such event Developer shall not be entitled to the Incentive Payment and the Incentive Payment based upon -the Incremental TIF derived from the Project shall automatically be divested and shall terminate and be of no further force and effect, and Developer shall not be entitled to any Incremental TIF With respect to the Project. In addition, if Phase I contains less than a 1',000 key hotel, then in such event Developer shall not be entitled to the Incentive Payment.and the incentive Payment based upon the Incremental TIF derived from the•Prcject shall automatically be`divested and shall, terininate and: be of no further force and effect, and Developer shall '.not be entitled to any Increaitental TIF with respect -to the Project. Loss of the Incentive Payment due to a reduction in the--scope-of the Project as outlined hereinabove shall release the Develbper. 'from its duties and obligations under this Agreement: c2:3- -Reduction to Incentive Payment. ''If Substantial'C6mplation of Phase I -is not achieved'pndr-to January A.,2022, -then -the Incentive -Payment, as same,may bd adjusted iri accordance withSection 4.224halljbe reduced as folidws: (i) by-terrpercent (10%) if Substantial Completion 6f -the Project has not occurred by Janizary 1, 2023; (ii)'Iry trxieitty percent 446225030 (20%) if Substantial Completion of Phase I has. not occurred.by January 1, 2023, but has occurred' on ' or before `January I, 202:4;' and (Q by. 'tbirty percent (30%) 'if Substantial Completion of Phase I shall not have odcurred as of January 1, 2024, but shall have occurred on or before January. 1, 2025. If such Substantial Completion of Phase I has not occurred as of 3anuary 1,' 2025, -then the Incentive Payment based upon the Incremental TIF derived from the prdjeirt shall automatically be divested and'shall terimrzate and -be of nb further force and effect, and Developer- shall•-not'be eintitled to any Incremental TIF with respect to the Project. Loss of the Incentive Payment due to delays in' Substantial Completion of Phase I shall release the Developer from its duties and -obligations under this'Agreement. 4.2.4 • :Can to incentive Pa ryD rents. ' ' Notwithstanding anything in this Agreement to the contrary to total of all Incentive Payments, shall not exceed Fifty Million and No 100/Dollats ($510;000,000.00) . if- the CRA termiriates•bn -March 31, 2030, and if the life of the CRA is extended to` -Mar6h 31, 2042, the total of all Incentive Payments shall not exceed One Hundred Fifteen Million and No I OO/Dollars ($115,000,000.00). 4.2.5 Incentive Paymegts After Assignment. or Sale. Developer, in its sole and absolute discretion, may assign and reassign. the Incentive payment at any time or from time to time upon written notice given to the CRA. Any such notice of assignment shall indicate: (i)' the name of the Assignee and the Assignee's contact information, (ii) the portion of the Incentive Payment so assigned and payable to the Assignee, (iii) the term thereof, (iv) whether -or not the Assignee shall• have any right of assignment, and. (v) any other terms or provisions applicable thereto and mutually agreed to as'between Developer and Assignee (the "Assignment Notice'). Any Assignee must assume the obligation of the Assignor to utilize the Incentive Payment solely in accordance with the provisions of Section 4.2.6. Any assignment by Developer'of'its rights to'the Incentive Paytrrent shall not release Developer of, its duties and obligations under this Agreement. 4,2.6 Limitation on Use of Incentive Pests. Incentive Payments paid during the Term of this Agreement shall be used for the sole and exclusive purpose of paying and/or reimbursing the costs of the construction and maintenance for the Convention Center Component of the Project which is anticipated to cost approximately $300,000,000 to design and construct, to the extent such payments are a permitted use of TIF Increment pursuant to Chapter 163 Part 111, Florida Statute. 192M, MIX 5.1 Developer acknowledges -and agrees that the obligations of the CRA under this Agreement to make Incentive Payments hereunder are junior and subordinate to the obligations -of the CRA to pay debt service with respect to any bonds now existing or hereinafter issued by the CRA (collectively the `Bond Obligations") and junior and subordinate to the payments to be made in connection. with the grant to be made in connection with -"Marna Hattie" and the Grant Agreement, as amended, by and between the City and the CRA and with respect to the Gibson Park (collectively, the "Grant Obli a i "), vrhich Grant Obligations are.more fully described in Exhibit "M". Under no circumstances shall the CRA be obligated to make Incentive Payments from its general revenues or any other sources if Increment TIF is unavailable after the GRA makes all required payments with* rdspect to the Fond Obligations and the Grant 37 446225883_y5 Obligations. --To the extent no'Incremental -TIF or only •a portion of the Incremental TIF is available to pay the CRA's obligations under this Agreement as a result of the Bond Obligations and the Grant Obligations, the Incentive Payments shall be reduced to the amount of Incremental TIF available,- if any, and the shortfall shall. be deferred to subsequent year(s) to the extent available. If requested by the CRA or.Developer, the then recipients'of the Incentive Payment shall execute-, 4 subordination agreement confirming that this. Agreement is junior and subordinate to'any Bond Obligations and Grant'Obligations within ten (10) business days of written request by the CRA. 5.2 Pledge of TIF Revenues. In the event the -CRA issues additional bonds subsequent to the Effe'etive Date, the CRA covenants and agirees not to pledge the Incremental TIF'derivecl from the Project which will 'be pay4ble to Developer under this Agreement as collateral for such bonds.' 5.3 Additional Agreements Regarding Use. of Incremental TIF. Developer acknowledges and. agrees that nothing contained in this Agreement shall be' deemed or construed to prevent the 'CRA from entering into agreements similar to this Agreement (each a 'TIF 'Agreement') pursuant to which the CRA commits to pay. such developers a portion of the Incremental TIF generated from tlxeir, project . within the Redevelopment Area. Developer acknowledges.and. agrees that Incremental TIP generated from other projects which are subject to TIF Agreemept(s) will not be available to make up for any shortfall under Section 5.1. 6. _• No iiability. - Developer' hereby. forever waives and releases the CRA from any liability whatsoever; now or hereafter arising in connection with any challenge to this Agreement by a thii°d party and covenant and agree not to initiate any legal proceedings against the CRA in connection with any challenges to this Agreement (other than as a result of a default by the CRA with respect to its obligations under this Agreement. t 6.2 Duty, to Defend. In the event of any challenge to this Agreement, any party in interest, at its or their sole cost and expense, may defend any such challenge by a third party. The CRA shall cooperate with Developer and, if necessary, participate in the defense of such challenge provided Developer pays the cost of such defense. 7. REPRESENTATIONS OF DEVELOPER. Developer snakes the following representations to the CRA as follows: 7.1 Developer is. a limited .liability company,. duly organized and validly existing under the' laws . -of te f its staof formation and ' has ful l power and capacity to own their properties;: to carry.on;their business. -as presently conducted, and to.enter.into. the transactions contemplated --by this.Agn;eme.nt. _• Developer's execution, , delivery and performance of this. Agreement has been duly authorized by 411 necessary company actions -and does not conflict with or constitute a default under. any indenture, agreement or :instrument to :which such entities are a party or by which they may be bound. 38. 046225883 vS 7.3 This Agreement constitutes • the valid and binding obligations of Developer, enforceable against beveloper in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors geperally. 8. ' REPRE,SENTATIONS OF _•1HE CRS►. The CRA make`s the following representations to Developer,. 8.1 The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its own properties, to carry on its business as presently conducted by the CRA, and to perform its obligations under this Agreement. 8.2 ' The f•;liA's execution, delivery and performance of this Agreement has been duly authorized by all'necessary actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound. 8.3 This Agreement constitutes the valid and binding obligations of the CRA, enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 9. NOTICES. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Agreement (collectively called "N 'ces') shall be in writing and given by (a) hand delivery, (b) recognized express overnight delivery service, or (c) certified or registered'mail, return receipt requested and shall be deemed to have been delivered upon (i) receipt, if hand -delivered, (ii) the next Business Day, if delivered by express overnight delivery service, or (iii) if sent by certified or registered mail, return receipt requested the day evidenced by the return receipt or the day delivery is refused. Notices shall be provided to the parties and -addresses specified below: M Xltj0f[$)7M P & G Investors, LLC 9090 S. Dadeland Boulevard, Ste. 210 Miami, Florida 33156 Attention: Luis Pulenta, Manager Copy to: Stearns Weaver Miller Weissler AIhadeff &.Sitterson, P.A. 150 W. Flagler Street Suite 2200 Miami, FL 33.130 Attention: Richard E. Schatz, Esq. / Javier E. Fernandez, Esq. 39 #46225883y5 CRA: Southeast.Overtown/Park West'. Community Redevelopment Agency ;'8 ] 9 NW 2"a •Avenue; 3' . Floor Miami, FL 33136 Attenfiou:. Clarence Woods, Executive Director Copy to: , Rolland & Knighf ]L•yLl? `101 13rickell Avenue .Suite•3000 ' Miami, Florida 33131 Attention: William R. Bloom, Esq. 10. APPROVAL OF CRA B�GBT. Developer:•_acknowledges that no voter approval was obtained in connection with this Agreement and that neith& the City -nor the County has • approved 'thin -Agreement. - In the.event 'this Agreement is determined to be unenforceable in whole 'or in part as •a result- of (i) the multi-year CRA commitment regarding the Incentive Payments of (ii), the foilure to obtain CRA Board Approval, .City Approval and County Approval of the CRA Budget including a line item fot' the Incentive P;tyrxient'on an annual basis; Developer acknowlei)ges and .agrees 'that the CRA shall. have no liability to Developer arising under 'this Agreement. Developer`acknowledges that.this,provision,is a material inducement for the CRA to enter into .this Agreement-. 11: ' ;.®UNTY APPROVAL: Developer acknowledges that this Agreement has' not been submitted to the County Commission for review or approval and that the Incentive Payments contemplated by this Agreement will..be included in the annual budget (subject to CRA Board Approval) submitted by the CRA to the City for approval and submitted by the CRA to the County for approval, once the CRA Budget is approved by the CRA Board and City approval is obtained. The CRA shall use commercially reasonable efforts to procure the City Approval and the County Approval of the CRA Budget. The CRA shall have no liability to Developer in the event that City Approval and County Approval are not obtained. 12. NON-RECOURSE. This Agreement is non-recourse to the CRA. In the event of a breach of this Agreement by the CRA, Developer (and only the Developer or any impacted Assignee) may seek specific perforrxrance of this Agreement or bring an action'at law which shall be limited to recovery of Any Incentive Payments. due under the terms of this Agreement and in no evdnt shall Developer of any Assignee have the iiglii to seek damages against the CRA. 13. DEFAULT BY DEVELOPED. In the -event Developer breaches its duties and obligations under this Agreement, and such failure is not cured within thirty (30) days of the issuance of written notice of default specifying the breach, or such longer period of time, not to exceed one hundred and fitly (150) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and Developer has commenced -curative action within thirty (30)'44ys and -diligently pursues same, then for so long is suehi breach or default shall contiriire, 40 #46225893.v5 the'CRA may pursue any remedy available at law or in equity to cause Developer to comply with the terms of this Agreement, including specific performance. 14. ADJUSTMENT TO FOLIQ NUMBERS. Developer and the CRA each acknowledge. that the 'current tax fi6lio with respect to the Property may change given the proposed Phased development of the Project. In such event, the Executive Director and Developer shall proceed in good faith to agree as to which -new folio numbers are. applicable to the Project, based upon the adjustment. in such new foliq numbers for the- Property by the Tax Assessor. 153 This Agreement shall automatically terminate and be of no further force and effect if all of the following conditions subsequent.(the "Conditions Subsequent") are not satisfied or waived by Developer on or before January 1, 2018. (a) The City, County and the CRA have not- completed all necessary action required to extend the life of the CRA from March 31, 2030 to March 31, 2042. (b) Final adoption of an amendment to the CRA's redevelopment plan which, among other things, identified the Project as a priority project for receipt of TIF revenues. (c) The City, the County and the CRA enter into an amendment to the Global Agreement pursuant to which the City and the County waive any right they may have under the Global Agreement to be paid any of the TIF revenue generated from the Project. 15.2 If the Conditions Subsequent are not satisfied on or before January 1, 2018 and Developer waives. the Conditions Subsequent on or before January 1, 2018, Developer shall still be entitled to receive the Incentive Payment, as same may be adjusted in accordance with Article 4 of this Agreement until the expiration of the life of the CRA which currently is set to expire on March 31, 2030. 16. RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the CRA and Developer. No party can create any obligations or responsibility on behalf of the others or bind the others in any manner. Each party is acting for its own account, and it has made its own independent decisions to enter. into this Agreement and as to whether the same is appropriate or proper for it based, upon its own judgment and upon advice from such advisors as it has deemed necessary. Each party acknowledges that none of the other parties hereto is acting a,, a fiduciary for or an adviser -to it - in respect of this Agreement or any responsibility or obligation contemplated herein. Developer further represent and acknowledge that no one was paid a fee, commission, gift. or other consideration by such party or such party's agent as an inducement to entering into this Agreement.. 1.7. AGREE ENT TO RUN WITH THE LAND. This Agreement, and all rights and obligations herein, shall be binding upon Developer and its respective successors and assigns and run with title to the Pioperty. 41 W2258830 18. BUDGET & APPROPRIATION. CRA covenants and agrees. to. budget the Incentive Payment as a Line item in i6'ann6al operating budget subject to CRA Board Approval, City; Approval and 'County Approval: CRA 'further covenants •to pse comtrtercially reasonable efforts to rocurc arintial'a ' royal of its operating budget, including the Itic6hiNe Payment and . p Pp � � g g g Y as conternplat4by this Agreement, by both the City and County. � 19. CONSULTANT A • PROFE ' O• `AL, CC7 �SATI014. Developer has retairie14 donsultants"hnd professionals to'asSist I�evelapei with the•xtegatiation anis execution of this. Agr'edrnent,'anti De%e16 r may cornperisate those consiiitants arid'professiorials'at their standard hourly rate for services performed, or any other,'inethod of compensation that is considered standard and ireasorpble for that particular service, Notvuithst;rtding anything to the contrary contained •hcein,. •in, no eyetit sh11 : Dpveloper, compensate any, such consultant ar professional ' in any form that would be deemed a "bonus," "success fee" or "finder's fee" in exchange for the CRA Baard's, approval of this Agreement. 26.: PHASES. , Notwithstanding anything .herein. to ;the contrary, Developer may elect to construct the entire Project as one Phase in which event calculations pursuant to Section 3.1 �shali be for the Project instead of eacE� Phase. 21.) ' All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the panties hereto and shall. be interpreted,in a accordance with its plain meaning, 21.2 In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal- meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 21.3 In the event of any litigation between the parties under this Agreement, the prevailing) party shall be entitled to recover attorneys' fees and costs at trial and appellate levels. 21.4 In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. 21.5 All .of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 21.6 Time shall of the essence for each and every provision of this Agreement. 21.1 No.provision of this Agredment is.intended, nor shall any be construed, as a covenant of any official (either elected' or appointed), director, employee or agent of the CRA, in an individual capacity. 42 446225883v5 21 .8 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement must be brought and heard in Miami -Dade County, Florida 21.9 This Agreement shall be recorded in the Public Records of Miami -Dade County at the sole cost and expense of Developer. 21.10 This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. 21.11 From time to time and upon written request from the Developer, the Executive Director, irector, on behalf of the CRA, shall execute an estoppel certificate or similar certification, in form, scope and substance reasonably acceptable to the requesting party, confirming Developer's compliance with the conditions set forth in this Agreement (and/or disclosing any then failure or default). 22. ENTIRE AGREEMENT. This Agreement -constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. A 14"HWHAM WIX14", Wai .43 446225881_y5 IN WITNESS hereof the parties have executed this Agreement as of the date first above written. pjvv_z�� V) Nnt Nam Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE, The foregoing instrument was acknowledged before me this _1_,�fday 0 1 T6!bv,.y of the limited liability company, who is personally known to m or has produced s identificati on, i4otary Printed Name: —r—Clr My Commission expires., ,' 44 046M883 v5 wr"Z' Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ATTEST: By:.. By., Todd B, Hannon 'Clarencb Woods; III Clerk of the Board -Executiv"e Director APPROVED AS TO FORM AND CORRECTNESS: By: William R. Bloom CRA Special Counsel STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this — day of May, 2016, by Clarence E. Woods, III, as Executive Director of Southeast Overtown/Park West Community 4 Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, who is personally known to me or has produced i as identification, Notary Public, State of Florida at Large Printed Name. My Commission expires: 45 The undersigned as the fee simple owner of the Property joins'in the execution of this I . I ' I M & al�T &qq M V_? e� 4 11MAJOMM liabty company Print Nanis,:_ By -g " " ' Nam6t 'V41— Print lea ff STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this —day of May, 2016, by , as of Old Arena, LLC, a Florida limited liability company, on behalf of the limited liability company, who is personally known to me or has produced __as identification. Printed Name: My Commission expires: #46225883v5 mmff.Tsm ["of; Folio 01.;3137-025-0011 me "�t4 �=-- LM VIC710 t4 tw V IM Plat Bwk 129, Pop 53, & the �u—b—HCFi=—�s of Mbrakwe county, plodde. I � TkIl, T7 "QW.P. I I 5111L I IRL �f 1 TY -77 -Ir §7 IC4T IFM UEEN A i i 477M 6 , 4 4 WA .......... 1j, d MEHIS OF 64C-44-110�;T dnU 0 H031'59" fbr 60.66 lkft to the POINT OF BEGINNZ #46225883 w5 The Hotel Component and the Convention Center Component shall be consistent with the following Phases: 0 Conference Centex Component 0 Approximately 1,100 key hotel tower M Approximately 600 key hotel tower 446225883_0 �,�;�s*. Developer will analyze the criminal record of a potential caindidate for employment on a case-by-case basis where the candidate's record contains an indication of the following: (i) ad}udication of guilt; (ii) no action; (iii)'nolie "gross"; (ivj withhold of adjudication; and (v)"suspended entry of sentence. Developer will make an individualized assessment of the information prpvided by the. applicant, taking into consideration the factors `listed in S•eciido'' V.B. 9 of the ' U.S. ,- Equal mployrnent Opportunity Coi'nnission'sf-Enforcement Guidancd: 'Consideration- of Mrest artd Conviction Records in Employment Decisions Under Title VII of the Civil Rights Act of 1964, issued April 25, 2012. An' individualized assessment generally shall consist of: (i) the employer informing the potential candidate that they may -be. excluded: firpm employinent at the Project because of past criminal conduct; (ii) providing the candidate an opportunity to demonstrate that the exclusion does not properly apply to him. -or her; and (iii) a fpvieW..and assessepegt, of whether the.additionai ihformoon provided by the potential c didate shows that the prior violation or alleged criminal wrongdoing is not job-related and not consistent with business necessity. The potential candidate's showing may inelude irifurmation that the candidate was not correctly identified in the criminal record or that the record is otherwise inaccurate. Other. relevant individualized evidence considered by the Developer in its review 4 record of criinihal wrongdoing.includes, but -is not'limited to: R The facts or circumstances surrounding the actual or alleged offense or conduct; The number of offenses for which the individual was arrested and/or convicted; 01&e age at the thine' of conviction; or release from prison; IIvidence that the individual performed the sarne'tyge`of work, post conviction, with same or a different employer, with no known incidents of criminal conduct; The length and consistency of employment history before and after the offense or conduct; ■ Rehabilitation efforts (e.g. education, training); i. • Employment or character references and any other information regarding fitness for a particular position; and • Whether the individual is bonded under federal, state or local bonding program. If the individual does not respond to the Developer's attempt to gather additional information about their criminal background, the Developer may make its employment decision without the information. Developer considers the following criminal offenses to be illustrative of "job-related" or "inconsistent with business necessity Aggravated .Assault, as'defined in s. 784.021, Fla. Statutes (2015) Aggravated Battery, as defined in s. 784.03, 784.041 and 784.045, Fla. Statutes (2015) ® Homicide, as defined in Chapter 782, Fla. Statutes (2015) idea to �r else ] �isorrtoe t, m defined in Chapter 787, Fla. Statutes (2015) 846225883_0 Sexual B -atter as defined in Chapter 794, Fla. Statutes (2015) R—obbkry, as defined in s. 8 12.1.3, et seq., Fla. Statutes (2015) Abuse. neglect or exploi on f MCI _Qf..an Elderly P rson as de I in Chapter 827, Fla. Statutes (2015) -0 As) or Disabled Person(s) as d f Abuse of Children, as defined in s. 827.03(2)(a) and 827.03(2)(b), Fla. Statutes (2015) Affray, Ripts, as defined in Chapter 870, Fla. Statutes (2015) Grand Theft, as defined in s. 812.014, Ra. Statutes (2015), within 2 years of the date of application fbr employment at the Project. Felony Petit Theft, as defined in s. 812.014, Fla. Statutes (2015), within 2 years of the date of application for employment at the Project. #46225883Y5 Exhibit IT" ................... 946225883-v5 Exhibit "G' I Miami Dade College M.O.U. 4#46225883VS Exhibit "I" #46225883_x5 Exhibit "J" #46225883v5 MUTNIN M.O.U. with NAACP M.Q.LLs Exhibit "1:' ,Construction -Related o itl Security General Labor Site Clean -Up — Exterior/Interior Bulk Waste Disposal Construction Safety Construction Clothing Construction Hygiene Supplies Laborer Parking & Transportation Temporary Weather Protection Water Remediation Fre-Suppression General Building Materials Sales/Delivery Construction Management — Support Scheduling & Accounting Food Preparation & Delivery Hotel Operations Direct Vendors Food Area Cleaning Bulk Laundry (Goodwill) Dry Cleaning (Employee uniforms, etc.) Office Supplies Equipment Rental Equipment Repair & Maintenance Hotel Referrals (Guest Services) Beauty Services (Hair Stylist; Manicure; Pedicure; etc.) Food Delivery Delivery Services Dry Cleaning (Guest Personal Items) Child Care Pet Care & Grooming Dog Walking Local Guides Translation Services On -Call Medical & Dental Auto & Personal Transportation Services Taxi/Uber/Personal Car Services Vehicle Repair & Service Vehicle Rental Vehicle Towing Vehicle Fueling Bus & Group Travel Services Neighboring Off -Street Parking Facilities Set-UpConvention Guest Services Event � :Take -Down Storage Facility N4ainiteoance (Minor RcRir4;-Painting) Janitorial Services (Vacuuming; Cleaning; etc.) Tents & Temporary Structures (Rental; Set -Up) Truck Marshalling & Security (off-site) Tracie Support Event Entertainers Event Models Group Guides Printing Food/Beverage Kiosks Event Business Center Ne_lghbgrhooLBgLWJ§'IaioLCStorefronW Beauty Shops Car Rental Service Travel Agencies Nrdng — Past Casual & Take -Out Restaurants Bars/Cafes Boutique Hotels Entertainment Venues Bakedes/Coffee Shops Bike Rental/Alternate Transportation Rental Gym Retail GifVApparel #46225883-v$ Exhibit "M" Monitorine Contract Scme, of Services The firm retained by the CRA pursuant to the Compliance Monitoring Contract will be required to perform the fallowing services: . (a) Monitor compliance and audit the calculation of compliance by the Developer of the Laborer Participation Requirements under Sections 3.1.2, 3.1.7.1 and 3.1.7.3 of the Agreement. - (b) Monitor compliance and audit the calculation of compliance by Developer of the Skilled Labor Participation Requirements under Sections 3.1.3, 3.1.7.1 and 3.1.7.4 of the Agreement. (c) Monitor compliance and audit the calculation of compliance by Developer with the Subcontractor Participation Requirements of Section 3.1.4, Section 3.1.7.1 and 3.1.7.2 of the Agreement. (d) Monitor compliance with Section 3.1 .1 and 3.l .10 of the Agreement. (e) Monitor and audit compliance by Developer of Section 3. 1.11 of the Agreement. (f) Monitor compliance by the Developer of Section 3.1.12 of the Agreement. (g) Monitor compliance and audit the calculation of compliance by Developer of the Null - Time Employee Participation Requirements under Sections 3.2.4 and 3.2.6 of the Agreement. (h) Monitor compliance and audit the calculation of compliance by the Developer of the Part -Time Employee Participation Requirements under Sections 3.2.5 and 3.2.7 of the Agreement. (i) Monitor -compliance with the vendor opportunities of Section 3.2.9 of the Agreement. 9462253830 U -IM Gibson Park Improvement Grant Exhibit "N" lei Par Amount $ unknown $14,1 million #46225883V5 vM111'elI MIMI (est) unknown (See Exhibit F-1) 2030 6w!` Q" \ w : «w\� a� 4; ;.mom < 4M662s w a , !'7 F NEW Draft DIFA go 111111 1 1 r I 1111111 � I I I I � 11111 1� 11 P M111 IIIIIIII111 WHEREAS, the CRA is authorized to own and convey property in furtherance of the Plan; and WHEREAS, the CRA intends to convey CRA property to Ocean Breeze Housing Partners, LP Owner to to incentivize the development of the Ocean Breeze East Project (Project), as described in "Exhibit A" hereto, in ftu-therance of the Plan; and WHEREAS Owner- NuRock Construction Service -s LLC and'NVRock. Develgp —Ment Par' Inc. are all related entities that will benefit from the converaijeeofffECRARrNo I o Owner and -po L the construction of the Prninnt� nndn WHEREAS the Parties to this Community Benefits Agreement desire to ensure that the Project benefits the City of Boynton Beach consistent with the Plan; and WHEREAS the Project will result in temporary and permanent jobs within the Community Redevelopment Area (CRA Area) in furtherance of the Plan; and V4 NNo —— 0- M — I IM I; JIMMM"s I "T IFIRINIMI If 1. Recitals. The recitals above are hereby incorporated as if fully set forth herein. 2. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings (all definitions include both the singular and plural form): M� b) "Applicanf' means a City resident interested in working for Doyelo,)er or Subcontractor on the Project, id Civy residents interested in working permanent positions and/or on the property management team after completion of construction. This term shall refer to such City residents befo and after they are hired 1' 11 related to the Project. 61 d) "Community LiaisoW' means a formal or informal organization or ti appointed by the CRA Board that assists in connecting City residents wi 91i opportunities. c) "CRA" means the Boynton Beach Community Redevelopment Agency. f) "CRA Area" means the land within the boundaries of the CRA jurisdiction. ev, lh,-)g) --- .2"Contractor" means NuRock Construction Services, LLC,, xL", a 1 . ii, t fq, vfi a, ..sxe e,.asks d e,ii tktie, eiia�"zev i,i,h) -,"Developer" means- NaRock Develovinent Pgg-ners, Inc. NuRock Construction Services, LL I an(! Ocean Breeze Hoasin Partners, L.P., individuafl - jind col lesti -v2-1y. -gong with any affili-ateco. paries or devplop err mill besvibstantiLall,yinv(ilvdAi±LtLnh,, ro'ect and haveyet, to be dt.sigLiated,-. The term also includes any Property Manager hired by Developer. "Dependent Obligations" means those obligations described in paragraphs 5(b), 5(c), 6(b), and 6(c) of this Agreement, which are understood to be obligations of the Developer are contingent on the performance of the Community Liaison as described in this Agreement, along with any other obligations of jer that cannot reasonably be performed but for the performance of the Community Liaison. �jL__"Good Faith Effort" means the respective parties will exhaust all reasonable means to comply with the associated directives and/or provisions. k-) "Living anWage" means a minimum wage to match that defined by the Palm Beach County Code of Ordinances Chapter 2, Article IV, Division 3. At time of this Agreement, the Palm Beach County living wage is $11.64. fi-dj_'Tocal means any Subcontractorkd;3 defined in this A&�ncnt that is wholly owned by individuals who reside in the City. If the Subcontractor's business is owned by a corporation, then the corporation must be S 00715932-1 2 wholly owned by individuals who reside in the City. If the Subcontractor business is owned by a partnership or limited liability company, then at least 20% of its partners or members must reside in the City. i a "Owner, shall mean Ocean BreezeHousing Partners, LP -)(I) "Parties" means the signatories to this Agreement. The term "Party" means any individual signatory to this Agreement. "Plan" means the operative Community Redevelopment Plans or Plans of the CRA. ,4 j) _"Project" means the Ocean Breeze East Project that Developer shall cause to be constructed at 700 North Seacrest Boulevard, Boynton Beach, Florida, as described in "Exhibit A," attached hereto and incorporated herein. s "Project Property" means the property the CRA intends to convey to Developer for the Project. "Purchase and Development Agreement" means the Agreement between the Owner 1, ;e�e v .and the CRA for the purchase of the Project Property. `i !!S b o tracto � ffiffi ffiffi : � . heensed a ub ontra ft, r,, or Aher afed��t:tIt�� s:bon�actor a�mrelg�lm_mt the c n tructior a ant e I enation oi° t1 .e ro `ect or apt 1 c f. ______ s to e_ shall. include mLocal. Subcontractors unless s; cls inclusion would render the teen absurd. 3. Notices. All notices required under this Agreement shall be in writing and shall be addressed to the appropriate Party at the Party's address set forth below. Notices shall be sent by certified mail, return receipt requested, and shall be deemed delivered three days after deposit in the United States mail. Alternatively, notice may be hand delivered and shall be deemed received on the date of delivery, as evidenced by the written report or receipt of the courier service. Any Party may change its address or the name and address of its attorneys by giving a twenty (20) day notice to the other parties of the Agreement. The addresses of the Parties for purposes of this Agreement are: Developer: Ocean Breeze Housing Partners, LP Robert Hoskins, manager of the General Partner 800 N. Point Parkway, Suite 125 Alpharetta,GA 30005 5 00715932-1 . Related Entities. °i`'b.e Parties undengtand that Owner Contia t r and l 'f l? arc nelated entifies that w4LI be responsiblefog ry. _._.__ .A Dns this cc::t.. lliatins l'vi .:..-.11affilled i° cr, �attru y.....combination. t ere f° gig Cr cm:,, _ : NDP � l ^� "cirit� �I...... .y Kcspa as r fijr all 1 ins 1 ) � ITcontained in this Ac qnt, and sluill �a a;l .y and_ Kqr lly aaa for are t meetDevelop s this, � t t ll. f ,CRA's Obligations. The CRA will designate at least one Community Liaison for the Project, and will work with that Community Liaison to ensure that the Community Liaison will: a) Recruit qualified Applicants to fill temporary and permanent job positions resulting from the Project; b) Pre-screen job Applicants to determine skills a da iifi ations of Applicants, provide job orientation to Applicants, and where reasonable, provide customized training to Applicants to prepare the Applicants for the available positions; c) Where necessary and reasonable, provide Applicants with continued training after Applicants are hired for jobs associated with the Project; and d) Act as a liaison between Developer and community organizations for the mutual benefit of the Developer and such community organizations. 'A6.Project Construction Jobs. The Developer will make a Good Faith Effort to: a) Hire a minimum of three qualified Local Subcontractors that will hire and train qualified Applicants to work on the Project, and require those Local Subc(,"ontractors to provide proof that they have hired Applicants. b) Refer and hire�:.r,S,X� a��,� Applicants to work under the supervision of Subc-Jar;ontractors and, lie -v lc er. Developer will make a Good Faith Effort to match the Applicant's skills (such as plumbing, landscaping, labor, etc.) to Develop c r"s needs oi- to a Subcontractor that can use those skills on the Project. i. In evaluating Applicants, Developer shall not disqualify an Applicant on the grounds that the Applicant was previously incarcerated on �Y.�IF misdemeanor charges; however, Developer may require any Applicant to submit to drug testing at any time during the Project and may refuse to hire or may fire any Applicant who fails a drug test. S 00715932-1 C) Train Applicants to work on the Project in a manner that will allow those Applicants to use such training in future work in the construction industry. _L)ey el�Qper niav Culfill this obl4zation_b . . -ig and CIVSLIril'121 that. Sul-) coil tnictors train such Al2plicallts i�L al. inilg!rq't� that will alto V hose A o such tranin_g in future work in [lie construction industrv, d) Require all Subcontractors to submit payrolls of hired Applicants to the Developer every six months. Such payrolls must include the name and address of any Applicants that were hired to work on the Project, along with the number of hours each Applicant worked and the amount each Applicant was paid. Developer shall require this until the Certification of Completion is issued for the Project. e) Create a successful program model for locating and hiring Applicants that can serve as a model for future developments in the City of Boynton Beach. Any such program shall not be considered proprietary and Developer will share the operational details of any such program with the CRA upon request by the CRA. f) Contact Local Subcontractors., awnevaluate Local Subcontractors ability to perform work on the Proje e Proiect,, When e,, -,It Ifiring Local Subcontractors and other rs Developer will give preference to Local Subcontractors v;Jrio� so long as the I-ocal . ........................................... Subcontractors are properly licensed, financially sound, I ,- , " , " H . . .... and equally capable of performing the required work on the Project. PaE!2p�EObligations for Hiring Program for Permanent Jobs. Developer agrees to allocate a minimum of P[smii% of the permanent job positions resulting from the Project to qualified Applicants. Further, Developer agrees that when hiring for jobs associated with the Project, the Developer will: a) Provide a list of job descriptions and property management positions, including positions for a Property Manager, to the designated representative of the Community Liaison; b) Make a Good Faith Effort to Aactively recruit qualified Applicants through the . ................. — Community Liaison by requesting lists of Applicants that match a job's specifications, c) Give preference y to qualified i,+iti] --.A li is referred from the Community Liaison; d) Track and monitor, on a semi-annual basis, the progress of Applicants that are hired, and provide additional support and training to hired Applicants if necessary; and e) Provide all employees on the property management team, including those hired as a result of this Agreement, with the same benefits. Developer will not provide employees hired outside of this Agreement with any benefits not available to Applicants hired as a result of this Agreement in the same or eguivale ositions S 00715932-1 5 2ILhe,Tro erty inana ement, team-_ T__ Wage. Developer will pay (and will require all Subcontractors to pay) a Living Wage to all Applicants hired to work during the construction of the Project and to Applicants hired to a permanent position resulting from the Project and/or Developer's property management team. Developer shall not be responsible for ensuring a Living Wage is paid to City residents hired by third party entities for jobs that are only incidentally the result of the Project and over which Developer has no control. a) Developer will, and will require all Subcontractors to, maintain payroll records for Applicants that are hired and will preserve them and make them readily available to the CRA for a period of no less than three years_After comp gi tq �n Pf corkstruction- Tle—Develoloer will- to the best Me - -------------------------- - - - ------------------ --- Contractor's and Subcontractor's payroll records_,�,� -contain the name, address, hours worked, and pay earned for each employee living within the City. b) Beginning at the date of issuance of the Notice to Proceed through gk _y a after kq p r the issuance of the Certificates of Occupancy,--, Developer will provide a report to the CRA every six months that contains the information and records of the C"ontractor tfie SUbcontractors described in subsection (a) of this paragrap(. Yroject is for Profit. The Parties agree and acknowledge that the Project is "for profit" and that this Agreement shall not be construed so as to unreasonably hinder the economic feasibility of the Project. Therefore, the Parties agree: a) This Agreement is and shall be subordinate to institutional financing. b) This Agreement is and shall be subordinate to the requirements of the Tax Exempt Bond program c) This Agreement is and shall be subordinate to any requirement of the Low Income Housing Tax Credit ("LIHTC") program d) This Agreement is and shall be subordinate to any requirement imposed by the Department of Housing and Urban Development ("HUD") on this project. e) If there is a foreclosure of the Project Property, the foreclosing lender or the successor in ownership shall not be bound by this Agreement, but may elect to bind enter into this Agreement under the identical terms and conditions herein. f) If an institutional lender for the Project deems any portion of this Agreement objectionable, Developer shall make a Good Faith Effort to convince the institutional lender to accept the terms of this Agreement. If the institutional lender will not accept a portion of the Agreement, that portion of this Agreement shall be ineffective and deemed deleted. g) If a purchaser of the L1HTCs for the Project deems any portion of this Agreement S 00715932-1 6 C.NV "tIC'M V, JO( KI r, a 41 L 111111 - the purchaser to accept the terms of this Agreement. If the purchaser will not acceR t a portion of the Agreement, that portion of this Agreement shall be ineffective and deemed deleted. h) The Parties will not record this Agreement or any memorandum thereof in the public records. It is the parties intent that this Agreement shall not be construed so as the cloud the title of the Property. i) Payment of a Living Wage to any temporary or permanent employee hired as result of this Agreement shall not be considered to unreasonably hinder the economic feasibility of the Project. Allocation of the percentage of temporary or permanent jobs to City residents pursuant to this Agreement shall not be considered to unreasonably hinder the economic feasibility of the Project. I I I �M970707 AMMIMMMIMMU-917 — . ri-17T71M . - . rM77-77 obligation in this Agreement, this paragraph shall control. I.Q.. ____Developer's Obligations Contingent. Developer's performance of the Dependent Obligations are contingent on the Community Liaison's performance as described in this Agreement. Developer is obligated to make a Good Faith Effort to perform all of its obligations, but to the extent the Community Liaison's failure to perform renders any portion of the Dependent Obligations impossible or unreasonable to achieve, Developer shall be relieved of its obligation to perform that portion of the Dependent Obligations. Nonperformance by the Community Liaison shall only relieve Developer of that portion of Dependent Obligations that were factually dependent on the portion of the Community Liaison's obligations that were not performed. I L 14�PI 1 Reports to CRA Board. The CRA staff shall prepare an annual report (Annual Report) on the implementation of this Agreement for review by the CRA Board. The Annual Report will include an assessment of Developer's adherence to this Agreement, including a description of all material actions Developer has taken or failed to take to implement and comply with this Agreement. The Annual Report will include detail sufficient for the Board to determine whether Developer has complied with this Agreement. Upon request from the CRA, Developer shall provide (and require Subcontractors to provide) the CRA with any information requested that is relevant to the Annual Report. Developer will provide, and will require to provide, CRA with any report, record, or information that the CRA deems reasonably necessary to monitor compliance with this Agreement. Developer understands and will convey to Subcontractors that any information provided to the CRA is a public record. Heirs Successors, and Assigns. Except as described in Paragraphq S 00715932-1 7 Dt"r e p,-, ' QW ' iier will make a Good Faith Effort to require Developer's heirs, successors, and assigns to be bound by the terms of this Agreement. I Effective Date and Termination. This Agreement shall become etbective on the date of the last signature to this Agreement, and shall automatically terminate three years after issuance of the certificate of completion for the Project. ,,a. Quarterly Meetings. Commencing at the effective date of this Agreement,--- a representative of the Developer and CRA shall meet quarterly, unless both Parties agree in writing that less frequent meetings are appropriate. 5. Amendments. This Agreement may not be altered, amended or modified, except by written instrument signed by the each of the Parties. 0, Enforcement.._Party may file a written notice with the other Party concerning the other Party's performance under this Agreement. Each Party agrees to investigate any issues described in the written notice filed by the other Party relating to the implementation and adherence to this Agreement. The Parties shall cooperate fully and promptly with any such investigation and shall make available all requested records and information reasonably deemed relevant to the investigation, monitoring of compliance or implementation with this Agreement, or the Annual Report. a) The Parties agree that upon written aa n -of a failure to abide by the terms of this Agreement, and prior to any default occurrence, each Party shall have thirty (30) business days to cure any declared deficiency. b) -hi ter "I tt,-.,,,Ifa,nv Part v fails to cure a deficiency-1yidun the -10 bi&iness W-1-- — od—(.] escri bed in sUbpara,,qn the Parties agree to engage in mandatory mediation prior to filing any lawsuit concerning this Agreement or any Party's performance thereunder. &0�7kr Apy Tarty has the right to demand mediation to resolve a dispute by providing written notice to the other Party as provided for in this Agreement. Upon written notice demanding mediation, the Parties shall agree on a third -party, neutral, certified mediator who shall meet both parties at a mediation that will occur at mutually agreed upon time and place. The Parties must use Good Faith Efforts to try to resolve the dispute at the mediation. This paragraph shall not be construed so as to require e1444ik,-,i any -Party to change its position. The cost of the mediation and mediator shall be divided evenly among the Parties, but each Party shall bear the cost of its own attorneys' fees and costs. c) Any agreement reached at mediation shall be reduced to writing and become binding and enforceable agreement between the Parties. I d) The failure of a Party to abide by this process; to participate in the selection of" mediator, mediation date or time, mediation location; or to use Good Faith Eff to resolve the dispute at the mediation shall be considered a breach of Agreement. I 5 00715932-1 8 'JEWTJ-�1 rJX6 M 17- IMMM themselves of any available legal or equitable remedy. The Parties agree that it is impossible to precisely calculate the amount of damages that will be sustained by the CRA in the event Developer fails to meet its obligations under this Aa eement as dctmuin d bw a gxmrt of ex -m _i,*&I wtion and both Parties wish to obviate any question or dispute concerning the amount of such damages. Therefore, the Parties agree that if Developer fails to meet its obligations under this Agreement, Developer shall pay S in liquidated damages to the 4-,`s- 17. Assurance Regarding Preexisting Contracts. Each Party warrants that as of the date of execution of this Agreement, it has not executed any other agreement that would violate any provision of this Agreement. ............ Compliance with Laws. In its performance under this Agreement, Developer shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations. "Q,' Authority to Sign. Each signatory to this agreement confirms and warrants that he or she is duly authorized to sign on behalf of the entity each claims to represent and that he or she is authorized to enter into this Agreement. 14,P20. Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 0, 2 i Waiver. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. The waiver of any provision or term of this Agreement shall not be deemed a waiver of any other provision or term of this Agreement; nor shall any waiver of any provision be deemed a continuing waiver unless expressly agreed to in writing. ,=--.—Severabflity. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the agreement shall remain in full force and effect. _-Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to 5 06715932-1 9 MUMMEM= Citv Not a Party. The Parties to this Agreement understand and accept that the City is not a Party to this Agreement and no action may be taken against the City to enforce this Agreement or any provision thereof IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below. By: Date: Aujorized Representative for Print Name: r-MIMM711,11 Print Name: S 00715932-1 10 wl BOYNTON � ��' � BEACH ADVISORY BOARD SUBJECT: Research and recommendations regarding DIFA agreements and the curreni policy regarding DIFA agreements BACKGROUND: The CRA Board approved this new assignment for the CRAAB at their regular monthly meeting held on December 13, 2016 CRA Staff has attached copies of the follt«°«»2><Ifor the CRAAB to «t«_# ! with the CRA's general policy regarding DIFA agreements: • Hart Seaboum Cove, LLC — Seabourn Cove Apartments • PRH Boynton Beach, LLC (previous owner -Boynton Waterways Investment Associates, Casa 2427 ?<» The Promenade • Skye at Boynton Beach, LLC .?## Ocean Project SUBJECT: Recommended SUAEM"Y: CRA has k into four DirectIncentiveFundingAgreements __ _ _ last seven years. The CRA Board has achieved some admirable goals through the use of the Direct Incentive • Program; • m energy,+ +=• s • and job creation. depending • 3 project '®+1 Spaces11 Public Parking for 10 Years� +t P r-JWWAll MIAO Trarifetuoslits ff permanent1. Create public parking for the Transit Oriented Development AttachedFEC Corridor 2. Redevelop the downtown area as deflned In the Downtown Vision and Master Plan (See Map. 3. Creation of jobs in the fields of technology, biomedical, green energy, healthcare or the construction • corporate headquarters. Location of a specialty food store of at least 10,000 sq. ft. in the downtown area as part of a r • T. Development of a flagship•r downtown *dCOM3+3M0 ON the Direct» :. Funding Program o+ e : mw meet tgoys and objectives as listed above. : . a <w#»< Mwlnp%Amgust 22,2012 BMU/ \ Hart , Seabourn lt'iiyt, Mr i 1 lit -' I ; -11M Al 1 " 6114 i i ! 19 5NO0 � E.Rk n,.S PadOfits st184VY to"encourageprqeds,'1,.11 fil new IIS . quality, and character A the CcRA RA areW' the ! adopted ea DirectIncentive program i .. 1 ate l. Ei�.' Is` r Dc incentive ri WHEREAS, e o f il,il:' patains to Direct Incentivei1ld1 i _� i that car,1� i i i; !ly...! = i � ! i . A i 1'.CovePhaseNWSP M',, a located on propmtyi ''1 c r 1. .,g ►Ei i Yi ► V P ll' ' " 11 i' i CRA boundaries; ,..1 I+l and WHEREAS, the March 13, E meeting / i.- CRA i'1 a N the Board 4 Dhwtm (hereinafter CRA Board") i aPPr9priaWaction made project 4eligible 1 + of the .i1 d (1 mn incentive permissible the Direct Incentive I ! ?! ; !1Subject!iapprovalo mutually+4+i Fi 1 Direct Incentive Agreement Us Agreement);and •: F WHEREAS, rthis DirectIncentive FundingAgreement not a 1 .l. to be "Development Agrew=r withinthe meaning of Florida Statutes,Section 163.3221; and WHEREAS, ,1; March 13, 2012 1} ;r ! '? i CRA Board .,4 1 W. 1 : 1this Dhvd Incentive 41 i 1 ! Agracznent. O THERMRE, in coi, 1a.i+ l 1- nuftd promises,covenants and agreements hereincontained and other good and 1valuableconsideration, the! 1f which , r; I- ' F .; : .11 k r Ic �1.: it is agreed l: +1 1 between theparties follows: Section 1. 2a The foregoing ,11 and +k - the ■ #1: of Y execution of I :+ IA Funding Ili # l + _.Y 1i ;MI : and incorporated 1 ii:... .� *1M 1' + 1.., 3 r w 1 r As ed in thishired 1wentive Ftm&ngAgre=ent, the following terms shall have the following meanings: "Affiliate" moms s company i p: or corporatim that the Developermaintains any y°1 I interest :,s "Agreemene, means ,.is Direct IncentiveFunding Agreement andexhibits and attachments 1 ` r 4 any 1 the i�4,` may ,'A. �1 f';' be amended A # ' #' a A, Y,1 time A► 4+ time. isw 1,i 11A.'vA �A +,., ( „i ►..:#_ A +��' MY� "If: 1- Y ■ A Y 13. i 1' ;i '..11 ,<i! "Certification" {( ;. r A('", the ..X` nt : or process l;l the National Association 4 Home Builders a. s. Research h ah #?. issuesNational ,f s, `+11 Building Certification to all *pes of residential constructiM new or " #lA o A ` +f single-familhomes, now or remodeled multifmoily ►' A, 1 g and $i residential land developments ,f . meet thecriteria4 -:700-2008National.' #+A Building Y , a Standard. ....I 11 EI Y" fill li •!x_111 �i Y Af 4 1�'iAA iA"1 -1 '4 4 ��1`t A41i it If YI ; i ' YY ;HI 4 I A 4 IK A 4 4 414 M-43 : As '+ 1!# 'Tevelopee means 4 :rl 1#Gardws,: f 1 Aassigneeor bvnsferee4 Gulfstream Gardens,LLC thatpermitted under i 1 Agreement, fiA !i and ;ti the date 4'.. such permitted assignment or A,IA ! !' or 1 "a cStation" n'sA;. SI electric recharging point, A%.:"gA* point 1►EVSE(Electrict►Equipment),. that I Y►lies electric energy f1 1' recharging of electric vehicles or plug-in hybrid clectric-gasoline velicles. "Gold Radng NationalYen Building k' ii 1 : 1 The NationalAssociation 4i 411.` ► Y' 1l, IY :dlfBuilding Program based upon AmericanNational 1 A i approved ;� .,.. M7 NationalGreen BuildmgStandard. The Standard definesgreen building 4.. 1 " f 14 multifamily homes, remodeling projects, and 4;sitedevelopment while4 allowing 4 1 flexibility required for rcgionally-appropriatebest greenpractices. TocomplywiththeStandard, ! � "f144';�# AA 1 '! iY1! - � AA It A`f 4f 1 iilf � #A 1 4 4� li 3 moi' �' .Y► development; eandresource!1 1ooenvironmental quality;and home ` 4.I Fr education. o# Rating reqointof 100 "AdditionaPoints"under 1 ' ! # 'J : AYi equal"Pledged Project ]Increment Revenues" means the variable disbursement tD the Developer to 50% of theProject F # Yl #st "'il An example 1'.. how " 1 - Pledged ' fY 4 ! `!i," 4 { Revenues:' 1 is shown 4 1 Exhibit °1 ;. means that certain land development project ! e1 4asSeabourn M Phase A City ♦ '12-001, located 4 i property 1 described on Exhibit within the \.3 boundaries. 1 t "Project Increment Revenues" "v ' i means Y 1" amount 4 144 in the Redevelopment Trust Fu1► for the Redevelopment pursuant 4 ► 4: Statutes,Section 163.387,which 1is am1miable'4 the ProProj 'F MOM 'Tim Roll" means the real property ad valorem assessment roll maintained by the Property Appraiser for the purpose of the levy and collection of ad valorem taxes. -)*mTTYPe- means a Type I (A), 11 (B, C, D) or IH (B, C, D) designation based on the unit floor plan approved in the Site Plan. SIdIgL3—. Xfled:iyei his Agreement shall be effwtive on the date that the lag party to sign executes this Agrmnent (hereind*r "Effective Date"). .......... L. 1_ Developer agrees to corifftruct the units for the Project as described in the Si - Plan and to obtain the Gold Rating of the National Green Building Standard as set out ffiaeirL The SO, Plan may be moded from time to time by Developer in accordance wiffi and pmsuant to the Code Ordinances of the Ci Bg J)T wc 41 Convided Yendar List As pmvided in F.S. 287,132-133, by entering into this Agreement or pewfamung any work in Rutherance hereof, Developer oartifies that it, and its affiliates, contractors, sub-contraotors or agents who will vafE Ih# h�mwe= H_AM-M 1711 CAIT—TOTO) 01's A. 11w Project is Substandity-Complete-,- #y.., The completed el \! # A .filA A 7 the# } :- have been placed 4:i M ! A Tax Roll, C. The CRA has re=ved Project Increment Revenues from such improvements; D. Systems Audit Report is received and found acceptable by the City and CRA, E. An annual reportis madeto the # Board the D' - \ 1 H A the status of the E`!ect at ty next regularly scheduled meeting of v Board. Ilk 111M 1 i � � } � n gar �-# \ � ► 1 a �# ! i ! ',� 4 A A : ; 1 } A } �., ,tll - A � 1 ! 1 ' 1 - is ` � :�' i !- 't 11 : "; ;1 R A ' RRA+ �.�► ;" R A ! it ..i 1• ". ^.f,�i tM A! 'i Ah; \`! 1 •_". is AA" \ 1'.." �' R 1' � E i ;,, ! II � 1 }` :�! A � 4 1 � =Ri R:'R A' i � ' } 1 � �. # a/�+ri * }+ 1;. ii i?A • .. 1 i Aa \.:. !� R1 R.,. 1 � _ }4 in default of dis Agreemen L4 No Pledge of k %g1 + f ! t A 1 1.. i''warrantsand u ' �. The ! represents that A RV+r ♦ Project Increment Rev!; AR the i of x:17 prior i.E,:le by is.1 1 r m-Amues shall for the period covered by term of this Agreement. 4 Subordination. A Pledged ":GV v # it '! Revenue A A the CRA pursuant 1 Av;�► "- x1 ,�:}!►: # M R ' \ }Ai } #+ 1+ :�Ai erR.. Wf IAa # '.11L Emg* ofDff IL Remedies mad &a - -- — -Termination. Ml DefitullL Upon the occurrence of any one or more of the following events, all ob twz CRA. Notwithstanding the preceding sentence, CRA znay at its Option =fthme to make payinents or portions of pa3ments after the occuirence of one or mom of such events wiffiout waiving the right to exercise such remedies and without Mcurring liability for Ruther payment. The CRA may at its option terminate this Agreement and any and all hinding under this Agreement upon occunmnee of my one or more of the following: 0' MUM 8.1.1 Any repyesentation by the Developer or its agents or 5 111 in connection with this Agreement or the Dmvt Incentive Program Application is ifinaocmurate incomplete or false in any material respect. 8.1.2 The vacating, abandon4 or closing of the Developer's business for a permitted assignment or transfer of such corpmate entity. L13 The failure of the Developer to observe or perform any of the M��Jlj! I eemed to be in defoult if Developer commenced such cure within said 30 -day petiod and diligently pursues such cure to completion. 8.1A The makkg by Developer of any general assignment, or arrang E rn -1 for the benefit of creditors; 8.1.5 The filing by or against Developer of a petition to have the I a, , I I - - - -YdZ 7-LLF t JIMLY-1 -dkZIk*' : W ILL !'-Tf- '!' U unlea, p in the case of a pe6tio1 filed aping the Developer, the same is dismissed within sixty (60) days; Appointment of a trustee or receiver to take possession of sub all of Developer's assets, where possession is not restored to Developer within sixty (60) I. or The attachment, execution or other judicial seizure of substantially alul D- o, assets where, such seizure is not discharged within thirty (30) I. Should the Site Plan or building permit expire at any time, and w' sixtV ffiO� -� thereof and Dcmflp7---r, does not sI%ll rt r. and be of no further force and effect. L.12 Should the Developer modify the Site Plan without approval fioin City then this Agreement shall taminate and be of no ftuther force and effect. 81 Remedies. Upon the orcm=cc of any one or more of the foregoing e T,IV pr iI of perfbrmance if such failure may be cured. Upon the failure of Devicloper to cure within (90) CRA may exercise any one or mom of the fbIlowing remedies: Terminate this Agreement upon not less than fifteen (15) days notice, certified letter to the at the address UL;fied in Section 9.5 of this take effect when delivered to the Dewloper. M Commence a legal action for thejixiicial enforcement of this Agreement. 8.23 Withhold the disbursement of any payment or any portion of a payment. SIA Take any other remedial actions that may otherwise be available under OMM=11 dto «: Boynton Beach Coaym Redevelopment Am 710 N. Federal Highway 2g «<+< Boyaten2z r<»<w;2»<< With a F : James Cherof This section i i shall be pammount to all other Provisions of this Aproment, 12 including but not limited to Section 4 and Section 8. J17fT, Iff"amm''m 2Id.&« KIM STATE am OF FLORMA COUNTY O : p.< � + <«««a2 «<£ 04, ƒT if +f}5 d>� ~2 :±«t?»fes : M m . "',x, v Q \ ��. r��/��d�/ . . � <.. ME l tI `i ��i ,t' Exhibit `S" Phase CALCULATIONWORMSHEET PR 71 M �' 1 " WE rI 2 M. t . �# Y 3 jMa: ' 1 1 : i #„ u. . i 1 .i. i 1 i] M 1 08-4346-04-37-001-0030 F4 4 ',i 1 h0 .i PR 71 M �' 1 " WE rI 2 M. t . �# Y 3 jMa: ' 1 1 : i #„ u. . i 1 .i. i 1 i] M 1 �PIPIWIg � „ to } ,r �i TAwmearmammomsafto rawswu nl i vWOUNTION VAWW-WAWD"C� WALD= mrAmwim RdMkt%50MMb 0= 0-11. I=LLO LM Tft$NWhMWfbVAIV&VAIbU mdft mvwpwv*m"msRmwmmwm nwomm q=Lwb="okm. RVARPMOR T 'F4003A T lIvF4 417"T Hil 7,11, i%� V1,11= :YA t+„ s, t � _ , l...u, r VA' I 4�1 t'i; " 1 1� __ �^A fi t� ra � S }2' �i, wouffmftookombr exac"ammm" s i s t. i .� \ �� it 'F I m '.. ; Ebml Immff DI 2MM9 2 of 2 i �++ (�.. tit ai i � r S ��. �� CI%4.. ��? t��I r_.�t. I ia W,�Mia Do NZ I V Do a 010 1111 YM, - WO 31 D1 0 1 DNO I This Assignment And Assumption Agreement is made effective as of the 18th day of December, 2012, between GULFSTREAM GARDENS, LLC, a Florida limited liability company CAssignor') and HART SEABOURN COVE, LLC, a Delaware limited liability company C'Assignee"). 1. RECITALS. Gulfstream Gardens, LLC eAssignoe) heretofore entered into a Direct Incentive Funding Agreement (the "DIFX� with Boyton Beach Community Redevelopment Agency with respect to the property described on Exhibit "A" hereto and Exhibit to the DIFA, Assignor has agreed to sell the property described on Exhibit "A" to HART SEABOURN COVE, LLC ("Assignee), and is transferring its interest in the DIFA. Pursuant to Section 9.2 of the DIFA, Assignor and Assignee have entered into this Assignment and Assumption Agreement. 2. ASSIGNMENT. For and in consideration of the sum. of Ten and NoA 00 Dollars 1$10.0�, in hand gaid, and othergood and valuable consideration. the receint and ad.%.iruacv of lan; 11U.1c1y awrlowleugcu, Assignor noreDy Sells, tranSters, conveys, assigns and sets over Assignee all of its right title and intexest in the DIFA. Assignor representg, warrants and covenants with Assignee that at the time of delivery of this Assignment And Assumption Agreement, the DIFA is free from all encumbrances made by Assignor, and that Assignor will warrant and defend the same against the claims and demands of all persons claiming by, through or under Assignor, but against none other. Except for this special warranty of title, the DIFA is assigned "as is" and Assignor makes no other warranty with respect thereto. Assignor agrees to indemnify, protect, defend and hold Assignee harmless from and against all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses (including, without limitation, reasonable attomeys' fees and costs) incurred in connection with the DIFA occurring or alleged to have occurred on or prior to the date hereof 3. ACCEPTANCE AND ASSUMPTION. Assignee hereby accepts the foregoing assignment of the DIFA as of the date hereof and as of such date hereby assumes the performance of all the terms, covenants and conditions of the DIFA with respect to F from and after the date hereof Assignee agrees to indemnify, protect, defend and hold Assignor harmless from and against all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses (including, without limitation, reasonable attorneys' fees and costs) incurred in connection with the DIFA occurring or alleged to have occurred after the date hereof. ROM 12= M, Unan I I t� By: iAv M g Charles B. un4 F k, %M1rfja5Lq T flab-Ifl—ty company BY: Heitman America Real Estate Holdin& L.P., in its capacity asmanaging member By, Heitman America Real Estate Holding GP, LLC, its general partner By: Heitman America Real Estate RErr LLC, Its managing member By: Heitman America Real Estate Trust, L.P., its managing member By: Name: Thomas P. Kelly Title: Senior Vice President 348000-24 Assignment And Assumption of DIFA.(v. 1).doc By. Charles B. Funk, Manager F;�*) (W vA company By: Heitman America Real Estate Holdin& L.P., in its capacity as managing member By. Heitman America FjW FxtaW Holding GF, LLQ its general partner By. Heitman America Real Estate REIT LLC, its managing member Lill kt.:;j By. Heitman America Real Estate Trust, LLC, iv. general partner By, . Tmjjor�--� Nre: Thomas P. Kelly Title: Scolor Vice Pm ent� kil E1,14�011111 I FqTm jo piummajor mall 611ION I Rip MmMytoymVir-MMIN MAN FTMIMIM=* Wrl-sll. YERST AK TO ................. INWMNTIVE'� AGR.I,,EMENT ................... ...... This is a first amendment (hereinafter "First Amendmenf') entered into as of the f15' day of 2016, by and between: A— I'l JT;atx�j lot-, I lud a gi 001.08 Mr. I 11 Nt a EM 111 UK.0 I I D1 It'l Dr-MMMM-11 A 1*7.vw1,7;T-7 1#) 1 MWOM, VVMEREAS, Seaborne, Cove has now acquired title to Scabourn Cove Apartments Phase I and Seabourn Cove Apartinmts, Phase A and 212 � I it 11 74 2, 4 IN VVTTNESS OF THE FOREGOING, the parties have set their bands and seals the day and year fits, above written- UMMIM BEFORE ME, an officer duly authorized by law to administer oaths and t - acimowledgments, personally appeared CM ........... 14V IvItd i's �r- Oar &YzZA-t— of Heitman America $teal Estate Trust, LLr—, the gene, partner of Heitman America Real Estate Thist, LP-, the managing mernbcr of Heitman Ameri b, 3 Real Estate RErr LLc, the managing member of Heitman America Real Estate Holding 3. LLC, the general partner of Heitman America Real Estate HDldin& L.P, the managing m of HART SEABOURN COVE, LLC, and aelmowledged under oath that he/she has execut am! fWag, 4W LLC, f1fir i -Y - purposes mentioned herein and that the instrurnent is the act and deed of HART SEAABO COVE, �LLC' He/she, is pqpgRal1known to me or has p:roduc 4j-1 as identification. IN NV=SS OF THE FOREGPING, I have set my hand and official seal at in the State ani -P-1 County aforesaid on this / day ofi016. ff My Commission Expires: /l-z7/ff 4ft&6' "OFFICLAL SEAL" Ui Jennifer Escobarete M91c.stmed Illinois 19910n FVniran Page 2 of 3 ki"i I I z I M� 9p; 10 :F.,Koj 10 191 1 a PIA1110 991:11741 VON WNFUIC :10 A*4 M "i—,fo—TIFe use and pwul-f v 4.6 act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He(she m penonally known to e or has produced —as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State County aforesaid on this day of 2016. 1 . . . . . ............................................ rotary Public, State of Florida at Ar, 0MUM an agreement Owvinx� "Agmemenn entmvd into as of the J-4 day of V= ZI y' r{ Nil 1 i4 i 1,:M 1 "" �II + 1�+ f' 1:'; 1:1i1,., A Y11,•�i;a �# +Oil -9 # :1 1.1 ; 'J'14) fff tI jp f'J :77 3f U 1 1) i :: .M. XT -14 i MI i�" 4 x 04 r F.T113 �4f u7" � •, ; 1': } ti A � � � :c i•# 3� �„ "+1� •. : i7 ! �`Ar'1. LY i i...1 ` 1 � '` !M .'... Ale -IRTIM. Wil 1 +1 1 1 + 1 " u'M'*IIt� • 11 1 L,a N ' �� 1 1'11 �.,. " +� u 1 + :3s 1 "+ 1 1► M'+a1 WMEMM, this Dired beentive Funding AgF=ncnt is not intended to be a "Development the mamingof ,: Statutes,=wt+ 1 WHEREAS, �.• March 13, 2012 meeting, the CRA Board Vproved thisr4 11`.11 v.. THEREFORE,1 considembon. of hmubW promises, + 1 1 and a Ir d 1� - � +1 ::1,FI _1+ + 1-,,+++ s:1+ ':1 �1� .- �+�� a ,. i+ 1 0 1 1- •. a .+1�". �+3=+1', +1(*hT A i A "• !• 1� #:� 3 1 1" 11 i i 1 1 R . 1 i 1:- 1 + ': 1g; 1 _jig, 11 ♦ F gWa 1 2. Deffmid 1 in this Direct Incenth1► 1 3 gre-13.•1 followmg terms sbaU have the following mamings: �i;1+�iIIvi1 ,[, :11 + + -iM1• 1 i� EA "Aamment" means this Direa incentive Funding Agreement and all exhibits and aftwh=ts thereto, as any of the same may hemfkx be amended from tim to tim. Q7nZW it, 77M-717 731 -on 31 317 iinprovemea nts anas rimeew in XW is GSIR hereto. "Certification" means the credential or process for the National Association of Home Builders Research Center which issues Natlonal Green BmIding Celtification to all types of residiential construction; new or remodeled single-ffiruily homes, new or remodeled mulfifim:Lily buildings, and residential land developments that meet the c6teria of the ICC 700-2008 Nationail Grew Building S I'.. , I k 4 As At,-r__!LCnJ[ Or OLcn .LyLL WJJn3UJJM(KL pursuant and in accordance with such permit. 'Meveloper" means Gulf&eam Gardens 1111, LLC and any assignee or tawfem Gulfitream Gardens Phase 11 LLC that ' y I pz� ,"-�=fted under this permitted assignment orJi Jr-fer. "Electric Vehicle or EV Charging Station" means an electzic rechsrging point, po and EVSE (Electric Vehicle Supply Eqmpment), that supplies electric energy, fDr the rec electic. vehicles or plug-in hybrid electric -gasoline vehicles. "Gold Rating National Green Building Standard" The National Association of Rome B (NABB) Grew Building Program based upon American National Standard Institute approved ICC 7 2008 National Green Building Standard. The Standard defines green building for single- and mul. i I omes, residential remodeling Projects, and site development projects while so allowing foy th flexiibility required for regionally -appropriate best green practices. To comply with the Standar� builder or remodeler must m&jQ&te a mmmmm number of features in the following . development, energy, water, and resource efficiency; indoor envizonmental. quality, and home o education. The Gold Rating requires 559 Pm-formanee Point inclusive of 100 "Additional Pointsr un the program. "Pledged Project Increment Revenues" means the variable disbursement tD the Develop equal to 50% of the Project Increment Revenues. An example of how the Pledged Project Revenues am calculated is shown in Exhibit Project" means that certain land development project currently referred to as Seabourn o Phase H, City File No. NWSP 12-001, located on property further described on Exhibit "A" within CRA boundaries. 'Project Increment Revenues" means the amount deposited in the Redevelopment Trust Fund for the Redevelopment Area pursuant to Florida Statutes, Section 163.387, which is attributable, to the Prqed. "Redevelopment . i H 1 Ir 1 means t ,'.f ! # , e areas within the limits of the City which have been 1 eT-R':. blighted is acomlance1 the provisions of FloridaStatutes, Chapter/ part "Redevelopment .ter .l 1 111 " 1 iTrust R ( 1d !! r ! the trustfundestablished ! 1 > ai #' Section 163,387, Florida forthe deposh of in=mentalattributabletotheRade%mlopment Area. Plan" !l .a= 1 planfor the Project, copy of whichis attached hereto r! Exhibit approved 1' the 4 Boynton i 4 ilfMarch 0, 2012. "Syste11 aAudit"meansoftheNational iBuildingStandardchecklist#` f 11s Original and 1 ' r k X14 ! 1 of the units to confm ongoing complance, blower door testing 4." k ► 1 # Ii M;..4 1 11 4tn 1 4 �' 1 1 4 r.: . 4 i1 1 4, fl R ;.. +i r, ii # 1 R 11 T f;.' i =Ice iii compliance1! original testing. "Substantial Completion" # r "Sulistanthilly Complete" meansthecompletion of i of ! Project's # ii lR Missuanceofa certificawof occupancy 4 suchL units. Mom I rrz 1 1 -,.4, il M 4"744 7 ':.:! R # ■ ,... 11 i :+ i 4 ! R s 1 z... Roll" meanstherealproperty 1#valoremassessmentf 11 S i; Y. 4 +4.. R the Property ! / S :d for thepurpose of the levy and ;1 4 io-.. t # 1 of ad :.. iA :fit taxes. 1 "UnitType" means Type► 1 or E[ (i designation /+'-R.. #1 the unitfl!f plan approved in the Site Plan. Section 3. 1 This Agreement shall be - 1 on the date that theparty to sign executes this Agreement- 4.1 Dm -eloper rees to C(Mstruct the Units for the Project: as described in the Site Plan an Inn ■obtain <1' Gold RatingR� the National GreenBuilding Standard as set out therein. The Site Pla1 sll be modified f M if i# 4i time to time # i: h: 1 4 R 1 i■ 1 ,.: # 1 f i 1i : i ► i # ii R 1 41 t i ; 1 } # I 1 _ # i,.# s 1 . ! � # 4 ' ' l : ! # 1 t ' �:'. 1 .. ► +� # P i r 1 1 # 4 ` :�.. i ! I■ : 1 i :1 i - t - 1 `.� � ■ 1 4 1 4, i 11 1 ; 1 ii 1 :' # 4 ` 4 ',. !# . 4 _ ' 6 ► 1i i = 1 # ! ! # !!i i 4 � R i i li ! �. I I 1 i i l 4! 1 4-♦ i /! i I Ell # 11 1 S /-� ■ / i f # # ; 1� ' ! 3 ! 1. ' ! # l : �..r 11 - # k " � a_';._I: 1 i k, l 1 1 1 i 11 1 )... 1 4 #Ii IM 1 #)# ■41,... i �1 i # i # :'.i 1# ": �1 i # it ��`' - :i11 - 1': I � 4 Rim ; 1 1'. - # # I al ` - 1 . 1 4< ■ i 1 1 � P MUM A. The o:is SubstantiallyComplete; B. The completed improvements 4 !,- ! " have been placed on the Tax Roll; C. The has mceived Project: I_ 11 ' R. from 1snch improvements; Systems Audit Report is received and ► i d acceptable by theand ,d E. An annual report is made to the CRA Board by the Developer of the status of the project !- next regulwlyscheduled meeting t',i of the Board. I II a .-d c w i-TOJeCt InC=M—t AeVenUe during the cure periodDeveloper is n deffiult of this Agreement. 6.4 No ZlIfte of Pled xLed 1�roject Incremeo Revenues. The CRA won -ants and represents Pledged Project ! Increment Revenuesnot1...' subjectof 1priorpledge + i R'. 1# ,!;f ..:.«.that suchrevenues1.1 not be:'M �♦ li�M':�, 1 !! Ij.,,� :.A`. y 4 r. for theperiod covered by Agreement. i.5 §ubordination.' Any • dg:r;11PrcjectIncrement 1 the purmmt Sectionv 1 Covenant Upon c► irr l I# f Rtheimprovementsof the Project and prior to the issuance of final certificates of occupancy by the City, the Developer ll Restrictive # +7 f f Agreement 11 wr 1 the requirements ii! outlinedt. ,.i create estrictive Covenants hall be approved 1the1 which 1 It ; I: not beunreasonablywithheld or delayed R conditioned.1: documents, which shall Ri_ .e i 'r"shall # I! irestrictivecovenantswhich s.I include, at least, the following terms: stion Restnetive .Ss 1i 1 i lCovenants.1 :�: ■ if covenants governing CertiEcation. shall include the following: 7.1.1 Ali units shall be catified to achieve the Gold Rating of the National *^Fi! ! i# f ' i5 ► 1 : 1 ,11 R ! �' . 4 1i. # 1 I ! ' 3 # R ■ +I �* 1 1 i # I R I fl 17 ► R : 1 " or maintain that standard. Two EV Charging Stations shall also f - ■ ..id s 1 • ' ; - i.... �; e■ on Exhibit ' mamial identiPying the greenattributes of eachunit andtheProject 1', I + I . 1 i : # 1 AiXL--Li &V f&WI the impact I # i k..activities# R A operating thebuilding. regarding :l equipmentoperation I•f control system '.1 r ! : #: R ' Developer II= 7.13 The 1 Covenants &hallterminateat such time : sthisAgreement R R l # terminatespursuant ■thisAgreement, including but not 11 :i to Section rR Section R ' v. 7.2 Systems r1 I [ + RetWcdve Covenants. The restrictivecovenants �R _ ! " _ 11 I '1 I ! - * f S contain R f I following.- governing . �. 7 2a On an annual basis, the Developer will pmfwm a systems audit on fourteen Y r year forthe next ten evidence f' !; the Units continue t1= meet 1 Gold Rating RtheNational ref Budding Standard and ensure 1 : the Charging stations i. working R Id. Iauditing R '! :a, . based :i# # ! R schedule attached E icontainedwithin FxhlJ L.2-2 Ihe Developer shall have the right to access the audited units to complete R !e Systems Auditsdescribed r■ ! ' - ! for ■ ' duration ofthisAgreement. Development7.2.3 The Developer shall prxMde the Systems Audit Report to the City's Ir #Ir -I RM an annualbasis,April beginning April ] f R.funding 1# f '! begins pursuant I 1 = k # R and R I # later ! x I# 1 I each year fliereafter for duration of I :... Agreementindicating1compliance I GoldRatingofthe NationalBuilding Standard. Section ;. Ey at t: of Dcbmk Rtmedin and Termination. Deftult. ■ R Ritheoccurrence I I one or moreR 1i following - ' t R I * :� # R 1 Rr ! ' ' ■ # i 4 1 1 # :` 1 # �#:.. t ' A_� :r• 1# -':! r :' If f,.: .. '! R # #. I R # k." " ' R I , -YI -I 1 � I. ' I : _ # ■ + � 1 � ' ` II � # i R 1 R R I 1 ... # 1 = '. / . R ' f '.. Comnmce a legal amion for the judicial enforcement of this Agreement. Withhold the disbursement Of any Payment Or any portion of a Payment. law. SZ4 Take any other remadial actions that may semse be available under [Ito CRA- Boynton Beach Community Redevelopment Agenq 710 N. 1^erd Highway Boynton 2". - Any Notice may be given in a manner provided in this Agreement on either party's behalf by its attorneys designated by such party by Notice hmmder. I5 7. EveryNotice = ii be effectiveon the date !1 the receipt therefore,or on he datedeliverythereofis refhsed bytheitllf+irecipient. L. 6 Timeof the Eslance,1e partiesAli' «i+ fi dine, isof theessence in ' wribrinanceof 1- provisionsin thisAgreement. 9.7 Entire 11't The a1 Developer rte: that 1 Agreement ! A 1 M. 1 y -iiM f f ' " +r `. f 1e.I'me 2e;: f 1*9-t-# a&1 } nm f 6-.-, IT 1i &L -r! [ j M i's 1 16 fl.':, those # . :^l.. harda. None ! the PrOVisiOns, terms -1 !conditionscontained in this Agreement f f : b # i ! fl f " 11 L-91 1 1 1,; EachExhibitIrl to in this +r' lif i fin—ms S jesscml.,,, en 1 !+ 1 Agreement.fExhibitnot physically attached shall be treated as part of this Agreement are incorporated herein by reference. 9.9 1 SAY i 1 1 f # 11 ' '-a ie 11 f # : application ,i ! thereof !i # A#1 is o :1 - Gil /v I ! .i : !. '! 1'Gli ! +'e �! & 1" YI f1; f "..1 : «: • f y t "i been held invalid or unenforceablenot be 1 atereby, andshallcontinueYRill forcefE 4 cf%c� and be enforced to the fullest extent permitted by law. 9.10 PrIorW of b*mytation.;1 the 1 of any wnflict 1 T' Af ii Y } conditions of f Agreement and the Direct IncentiveProgram, theI ::.'fi conditions of f',, Agre=ent shall 1 i H" fS1 _Headings herein 1 or Convenience ; rekrenceonly and l e. f '+ 1 1 be considered in any interpretation of this Agreement. 9.12 Inspra All Parties hereto understand and as= It. # e CRA ##wF. 11 intend 4: # purchase a,property insurance in oonnection with this# 1 r 1 t 1 E 1 1 Each Party1 1 rqnsents and warrants to the other 1 5 person 1 r W 1g f ' i c .r4111�1 /s .! behalf of fCRA and 1 1!! 1 , 1 any reTreY capadty) as awheable, has fiffl right and lawful authority to execute this Agreement and to bind an 11.2 This Section 11 shEM be paramount to all adw provisiow of this Agreement, including but not limited to SeWon 4 and Section 8. [SIGNATURES ON FOLLOWING PAGES] IN WrrNESS, OF THE FOREGOING, the pages have sat thwr hands and seah the day and yew fhvt AGWVniftim k"M STATE OF FLORMA COUNTY OF�>� T; GULFSTREAM GARDENS PHASE H9 LLC Pill 7,ll;!!lI I �01; ��a�M■■�� 7$fi� Z ct? +Gm<«.� _ .. .. .. .. . .� , y < d ± j« S«\ \ \ mummm /»\}¥2^#~ d\«?± \ \ \%21 PCN 08-434,6-(M-17-000-0370. � M TVME ... it it�� 1 wamom saw -,1 t -r � ,,7 h 1 „ a ,� �; � ��) �)�� ,' �� 'F �, i� << iii � 4 , t%�, i nes �; ,,--, �,.i a f — � ,i '}: r,� `,ysii,t�' 'i {r�.s t �ti i rs,� .1' fo r � ` , uti 1'- t i � 1 � IF �, K�� to '�� tstr t, �. ' 3„ ',x , t �i Lam. �, au �"� s, �n� �'s ,.�4 i�. yt , OWN Twommammumblummum MOM An, 9l?ls � i t si { i t y INNER Room lOwnMANAMS +, i =a: r - TOTALS *A 21 14 18 77 M-1 AM WIN ilw",, "Worm ININ XWE W141 DKI-1131-WAY0 13 IWAIL" This Assignment And Assumption Agreement is made effective as of the W- day of 2013, between GULFSTREAM GARDENS PHASE 11, LLC, a Florida limited liability company CAssignor") and HART SEABOURN COVE, LLC, a Delaware limited liability company ("Assignee"). I . RECITALS. Gulfstrearn Gardens Phase II, LLC ("Assignoe') heretofore ente into a Direct Incentive Funding Agreement (the "DIFA'� dated August 14, 2012, with Boynt Beach Community Redevelopment Agency with respect to the property described on Exhi "X' hereto and Exhibit "A" to the DIFA. Assignor has agreed to sell the property described Exhibit "A" to HART SEABOURN COVE, LLC ("Assignee"), and is transferring its interest the DIFA. Pursuant to Section 9.2 of the DIFA, Assignor and Assignee have entered into t1h Assignment and Assumption Agreement. 2. ASSIGNMENT. For and inconsideration of the sum of Ten and No/100 Dollars ($10.00), in hand paid, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor hereby sells, transfers, conveys, assigns and sets over Assignee a of its right title and interest in the DIFA. Assignor represents, warrants and covenants with Assipmee that at the time of delivery of this Assivnment And Assumr)tion A2reement. the DIFA tio Ubaxist U110 -wit cum(-Ims ti all PCIS11,115 uldilliLng; Dy, WTTT��i Tr W -Wer J%58MffM—,;1T against none other. Except for this special warranty of title, the DIFA is assigned "'as is" and Assignor makes no other warranty with respect thereto. Assignor agrees to indemnify, protect, defend and hold Assignee harmless from and against all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses (including, without limitation, reasonable attorneys' fees and costs) incurred in connection with the DIFA occurring or alleged to have occurred on or prior to the date hereof. 3. ACCEPTANCE AND ASSUMPTION. Assignee hereby accepts the foregoing assignMm of the DIFA as of the date hereof and as of such date hereby assumes the performance of all terms, covenants and conditions of the DIFA with respect to the period from and after the d hereof Assignee agrees to indemnify, protect, defend and hold Assignor harmless from against all liakiliti%v,�Agationsl- actions (including, without limitation, reasonable attorneys' fees and costs) incurred in connection wi the DIFA occurring or alleged to have occurred after the date hereof - r EXECUTED effective as of the 14 day of 2 0 13. [signatures appear on following pages] limited jobi4ty company I KWIJ Me 131-3 HART SEABOURN COVE, LLC, a Delaware limited liability company Mm7m, in its capacity as managing member By: Heitman America Real Estate Holding GP, UC, its general partner By: Heitman America Real Estate REIT LLC, its managing member BY: Heitman America Real Estate Trust, L.P., its managing member By: Heitman America Real Estate Trust, LLC, its general partner Name: Thomas P. KC -11 Title: Senior Vice ident 348000-39 Assignment And Assumption of DIFA Ph II(v.2).doc FaIM710 � RECORDS OFPALM fes CH COUNTY. Ff.DA..DE MORE PARTICULA«.<Dd ?»lam AS FOLLOWS, »PO±2#» OF ±d§«+»WAY OF MILLERROAD, AS \2#w» ON mEPLAT O ?««§» ARK ACCORDING TO THE©a THERSORA:* 4f k 2 PLAT BOOK m PAGE 196, OF :PUBLIC m?#f+S#FPALM BEACH COUNlY.FLORIDA, D IB ASFOLLOWS: BEGINNING THE SOUTHWEST CORNER *FLOT 6 O<<« SAID S ©c «PARA THENCE EAST ALONG HE NORM RIGHT -OF -OF WAY LINE OF I MILLER RO* ± DISTANCE OF FEST; THENCE SOUTH ' Id »EST A LONG THEEAST RIGHT-OF-WAY LINE OF MILLER f+»t» DISTANCE OF 30.34 FEET; THENCE WEST ±<#«2 THE S#d§ RIGHT-OF-WAY ?d<#FMILLER ROAD, A DISTANCE OF 445.49 FEET: THENCE NORTH, ± DISTANCE OF 30.00 FEET, TO THEPOI OF BEGINt4fNG. SAID LANDS LYING;d OFBOYNrON BEACH,PALM BEACH ?#<2 .««fes , CONTAINING322,489 <f?«f§FEST (Y.40 ACRES). MORE OR LESS. MRST AMENDME, TNTT TO DIRECT !NCENTIVE FUNDING AGREE MENT —"=This is a first amendment (hereinafter "First Amendrrill entered into as of the day qf 2016, by and between: MINN. 01 MI; I T R M41 241UPPI-M, Mi V4 WHEREAS, Gulfiftarn Gardens, LLC (the "Developer") and CRA initially negotiated a Direct Incil Funding Agreement (the "bitial DIFA!) fbr Seabourn Cow Apartments Phase I and Phase II, but thereafter agreed to separate the Initial DIFA into a separate DIFA. for each Phase, and thereafter executed separate DIFA's im August 14, 2012; and WHEREAS, the separate DfFA's mistakenly failed to split the Initial DIFA requirement for two (2) EV charging stations into one (1) f4'''`ah Phase; and WHEREAS, Sleaborne Cove has now acquved title to Seabourn Cove Apartments Phase I and Seaboum Cove Apartments Phase IL and 11111111111 11 Jill I'l-lill !1 1111 17 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year -first 101,11 71111MIUMITIM11 1111, LITA I I LN 1 **1 4Name- ................... STATE OF - COUNTY OF HART SEABOURN COVE, LLC, a Delaware limited liability company By: Heitman America Real Estate Holding, L.P., in its capacity as managing member By, Heitrnan America Rml Estate Holding GP, LLC, its general partner IM By: Heitman America Real Estate REIT LLC, its managing member Heitman America Real Estate Trust, L.F—r its managing member By- Heitman America Real Estate Thud, I,U3, its pallner BY, r'j -------------- 'Nint BEFORE ME, an officer duly auth i d by iaw to admmister oaft and take "r'z" acknowledgments, personally appeared as as flilldr ViCJ- 6AWNYAL of Heitman Ar1 eri6a Real EsWe Thist, LLC, the general partner of Hci an, America Real Estate Trust, L.P., the managing member of Heitman America Real Estate RErr LLC, the managing member of Heitman America Real Estate Holding GP, LLC, the general partner of Heitman America Real Estate Holding, LY, the managing member of IURT SEA13OURN COVE, LLC, and acknowledged under oath that VAS #;QVPk-1 LLC, for the use and v=oses mentioned herein and that the instrument is the act and decd of HART SRABOURN COVE, LLC, He/she is pTers2onallv to me or has produced Jar as i4witilVe.,ption. IN VMWESS OF THE FOREGOING, I have set my hand and official scal at in the State and County aforesaid on this _Zray of 12016. 0 't , 018WIN bxoj QW3 W5 a 11171140 1 I 0 we 0M I :� ;'k drag agLW=- I M 4 1 =0 T1T T1 1 act and deed of BOYN7rON BEACH CONRAUNrrY REDEVELOPN= AGENCY. HeJshe is personally known to me or has pmduced as identifiegion. Iry ikffim me= IN WrINESS OF THE FOREGOING, bave se my hand and official seal at in the StaW and County afores ai d on this day o f 2016. ............. ............ 1 0 11 11 Z- I I I I I I SUSM E HARRIS MM" Pole - It," W" Fft*WA CoffEssim 0 FF 244M MY COMM. E*W Dd 17, 2019 Page 3 of 3 Boynton . CostaCasa Promenade PRIMLEU—NMI FU �,' �ili agmman (havinaft A"S Agmemene) aitmvd into as of the 2LMday of fe m"r,"IMPt ".111111 {WP i FOk > in comidenam of `a 'fit IUW }, kiitia'><,covam&w tk _ n - � a xca, remi k i}' �� s, °�S r1 s, t ` r'ts is gt h s k betwom fficpardes t`< follows.- H Public e. -Mft MM" maw the site pfa7t for the Pr by the City of Boyntm BMh City Commission , �f d', r on July 20, COPY Ofwhich is 't� � , s t r, x�:r i "Sub" tU its; sEfi, s u bskatinfly C4mmpjete mom t& compkdon of 90% the Pwied's readwtial wndommium ullib) hro Cat CO=CMt SPWO, as evideaWt, lasuawe red condominium units,d . �, ��, �;� &, occupancy � £ � j �I,1 Ott Rt" El mr r < F Apps, [. .% res- y. .il.. S2 theS 3 `T.�..ff gs ... fo.0 la m W a &" Each WIMUSI Puftmawe MUM Mut ba wbmitted to the CRA no hft than the Ud daY of Fdmmy for the precaft* you. The CRA WzH awxpt #w W& 9 auditdommenWan for the .d reducW by an amount conmsponding to the pciecentap of non-compliame with the Affordable AccvwRcw-dentW requironents of A i Agratment M U1 Exomfing *e Weed upon " 0' 'the Affordable Accca Componel" in any given subject 'a t DmIoper to or 2 78hftr 09a any mftfion in fimde due to failure to mW the other Affordable Awm mquhmenft &mnft. nTba dind i m of wngWwMng the public a= md all odw public mvwvmnmto Ind/Or W09=8 'withm the PmjeaL } MA m fA- pledp by the CRA and J, ma § the CRA fbr ME- ftk2WbLLIO-R-. Any Pledged ?"Jett Iumment Ravme of the CRA pumiuW to Us Agremma is subordiwo to the pledp of dw tgxi \ ■t nvcnue given to mccum the , .! , . ! . ` ' adopW Deember , , .. udc . . y a a� .aQ . . %° , , . ! . � � . y . . . § { f t �,;. a z 3prior to — bY an 4 FE t,,i AIIY NOrmaddim by the Devckqw in or in connactjAm wit d& or false in any matmW req)e& r W The dUdnnait execution or otker judicial selzm of substuddly all Upon the oocm=m of any one or more of the foregoing ev=% CRA may, at its option, give notice in writing to the Developer to mm its &ihm of m 2 r y lur of : I wt «. w CRA A « »y \.. . : a.. a �� y « 2>?2t 2.:1.%1»3 d� «:� : Upon ..� : } ... cxewiw my one or rdore � .� . . « thex y<2; ; nwdes W. Tanxinate 2rsa<v«: <. . not low thm NOM :. days Wtice, . , :: . « : \dJOdi » °°ti \<A°2n«:c y�« .r `«,a.«<« m«>y<« . �,»a: 2c >: w, 2 . notme < c+« a when 9:§<S 31 to thDeveloper. »««<Gas»±�«. ...®., ..w . .. .. � Wiftold ft disbursemot of My PAYIMMI Of MY Pxtkm Of 9 payment. LLA Take any odw .: . actions « d may odorwhe be vulabl under M w 6 i r m \ c action 6§ y :< 2 -U. � � � � .� 2 � a .. . . « � . �. : . . . § . •w...... \ ed + \awardof its o <o « y; w� of \< :ms « m� «� : mt��: aim d� «. - »: ._. ^ ~andSM0%« d««<2«:aye«« / m ,wt« mid � \� \ both : 2\\ and d . ,® � FIN m t and ft reshs 8 AjOkz-j9-- JG UPEUD financial records which refied temn of this Agreement. Such rwords dan clady dommma for the bwdit of the CRA &nd the DaMoper, the Ban You mount sad the owing and paid wWw this Agranum W le m Riquim withcoplextD., Marc Sams a 155 South Mud Amme lNuthow f if to CRA, Boyaton Redevdopmmt Agency 693 Fag Ocem Avenues SoUt 107 Wuh IL copy to: ., . . ,P: SUM IWO West Pm1m Beach, Morida 33401 Any . _ ^ © �,§j< c«S 2 W°. : \, zv«-<°« � ,::y »«,:<:� � «<. £w»<:� ,�._.» . � � __ ,..... ° ::«<f:i . . .� M*Ce y mz ap 2 i..=« ±rte . ..=-«v: .. .. . :r«� («;, «��w.=�,. .,_ . a a ._.�.. _ 2.+«�y ? . :. . _ . v =: - . >: < ©§. .. :;:: Me 2:«md(<tC . ,:_,,::� » . v � � 2<= ,a m« :. «» :mm . ^� ° Is in&cded on je Every � � �f\\t�.� 6z §S y » « « : . °:y « d»« � �.=:c2«:m w « .�. . inteaded d < « 2 e> Tim »« �? a � «tad % % G<� i �« the v . « ,: e ; - a s: �. < ± < « a «! y w.: ::« - use°« <m 2zac«2»< of \2:?<:idws m is d w - m ,.. ..§ / . t . SW ®t!fi# Prpp=4 UM 9=0 MW QMMOnS offt Agreement sW pmvail, 2-1L. & Headjqp hwm M fOr c=vOnlence Of Mfimm only and sM1 At be considavd®t t uand 29M &MndawAmd . the, CRA does not intend to purchase pmparty~ in < Z /.' Projea: , . . ° ERCh PwtY hembY Mpresmts and wamts of On CRA nd the Developer (or in MY rOPMM"i" « ^ O)and \` ^f \ 1/. \ ^ \ \� \ \ /. the party f he or she m Agmment. M. &ME&& This Agmmard ^/. b%R Palm Beach , IN yTNESwritten, OF THE FOREGO., . . , . at ` ^ y and so* ft day and year first above BOYNTON WATERwAys jNvEsTMgNT ASSOCIATES. r Fknida HmftW IMility company J Its d , � , . , , � ud |, company , Its MR%W 1E STATE OF FLORIDA COUNTY OF DADE BOYNTON BEACH COMMUNITY MIAMIREDEVBLOPMENT AGENCY r - » �~ Name 0 « ».«© £2< FOREGOING, >° hand and offi se a y A<\«< IN WITNESS : ee.. , w> , ,. . and County » afor ai ? ° 2 y «:t of \ate > r , . z My Commission Expires: Notary Public, State of fffl � STATE OF L W COUNTY OF PALM BEACH IN WrrNMS OF THE ta and and wW at in ft State and County aftwdd cm this . . ofFbdidast Lave, [n t 1 7 12 USAirbill " 8525 2731 0708 8 amme a www. ,xxW=,rc _ tk .,, .m. mm+Y. , � 'i% "',f :` k .M fi'A 9<§f as °W-1 9 A .--. f BE C3 3 j �ta?�» — am g 'MM� y m kms.::.. �':.�.aFaa'k'� i .« ��nm r ...gy A —AXIS —ftmi3ULM. 32,556 n a Et " ,.. agt' F L a sa <a "»«' ��'�t� ��Y� SS�rcr`,uuu±�.�,r�aS�?rca..�:s�;a •— � i't fa& w � 'fx a #k -. � t�� a. yt�'E dM��,,�,ahEaef` Y' P TrSi �kk^i' k a�� Law Iq '` tit 1 t\t ll4 t ,L.lt ii ,-tt ) t �.lp, isl 0 5 Direct Incenthre Application Community Redeveippment Agency of the Cid of Boynton Keach DirectIncehtive Program Applicat! I Ion Submitted by, Boynton w, aiterways Investment- Mso'clates, LLC A*. Parither Real Estate Partners t WOMT, ME MIT71-171- "I, CRA of the City of Boynton Bea0h 639 E. Omn Aveftut Suite 109 Boynton BcwhFL 33405 rIvjwI7MbWT�I M-W� penthouse IIA Miami, Florida 33130 A pdmte real ewfiff iffy*900fit L"W On b" of Boynton Waterwap investmeAt AGSO&ates, LLC, ("BWIA!) I wn to the City of Boyaton M77779 L t. Reasoning for R"next Mr. Doug Hutchinson Execafive Direew CRA of Boynton, Beach him 240 2004 Pap 2 -1) "?%fonnance Square" will be provided by B *MLFwth=ore, the projeoVs incorporation of residential, retail and mended -stay hotel will creale an ezemplaz7 nwdal for futm projects, while saving as an anchor to the emerging downtown area, Funding Request We are requeaft the mwdmum fiarling pennissible under the CRA's Direct Incentive Pmpm, which is 50 percent of the now inennont tax revenue gena*W by The Promenade duringhe initial, 10 years. An initial $2.0 million :[n direct fimding during tho construction which will be Wed, in Part, to 108M. tho upfront ccsW of Um public mm, streetwept and site wozk wbich includes burial of the FPL Jinm Ile balance of the Direct kweadve to be provided over a 10 year pedod foMwing COIAPIetion And. an a "front loaded" whedule which will be used to amorti= the balance ofthe public area improvement costs of the projed. WO ArO Omfidwd that when evaluated and scored by the CRA, dw design and devokTreent program for 2he Promenade Will result in the maximum point total. 7U success of Ibe Proonww& is both vital to wd to the CRA as we work togeffier towards the grzwA downtmn Boynton Bach, We filank you for the oppottanity to submit this Application and look forward meeting with CkA gaff and gov ' board to hrthw present our project, UnIng Jrro ad, Promenade for funding under the Direct Incentive Progrm. please f�el fiw to CO me if you have any questions, Again, OWA you in advame for your consideration. nti- Mr. Doug HuWhimn Excoulive Director Now I COMMUNITY REDEVELOPMENT AGENCY of the CITY OF OYNTON BEACH 4 DIRECT INCENInVE PROGRAM APPLICATION TABLE QEgC2NHTENTq m F M 1 MIN,( ram B Asmodatex LLC 2. LIO&9 of Owman by Ownmv* P[me see attadwd chart at gxhffiit - Pewwan NCO Applioant AddiaW phone number(o); Boynton'Waterways InveNtWe-ftj fmi, eauff addrm Amm6ebb% LLC do Pmther Real Zotate Parinen 163 South A&mI Avenue Penthouw2A Mfand, FL 33310 305-374-5455 305474 -Ml Fax 4. C019act Pason's =me, dde, and Jeff Krww contact hdbmmdon Managing Dbvctor 155 South hfhmd Avenue Pentheme 2A M=4 FL 33310 305-374-7075 x 221, 305-3,74%%Sl Fax A—t�tadh a �brdWzf r�awsume �onn this—sWicawnt m k PANTHER, REAL ESTAIE PAR' WS Pandw Is committed to continued, sekxUve growth through the acquWtIon 4 plaindevelopment of real'estzte that Is consistent with Its strategic to produce iblirindam rk Win Is a Managirig DlrktOr Of Panther Real Estate Partners and President Panther Management COT, and'Panther Realty A -a, O Inc. Dan specializes M / = ,&" post cam adam u 1645 SE 314 Cm% Odto 2%, IDwAold Du* PL 33441 ! ` .pap I . Isl 0 OZIM IN VMMM WIWASWe GRANrM ho 4pad md wJW diess pm*4 ft ISISMA 11"m OW d0ated in. mww�- m m N mm Hutchinson K Dcuolas .......... .........w From.. jov ,: r Seft May, July 30. 2004 5.07 PM To: huWWmond41&boYntm4*achAue + I # 10 Property information ung Pamel Control Number: 08-43-4rt-22-01-000-10241 - official Rmmrds book: 10097 Page's 1553 Brief Legal Description: DRWM k, LT _24CUMS owner Information malling r MANK FL 3300 1617 Sales Information Sale Date; F* -2W4 alas Date Book Palle Price "IS-TVIM owner Aug -2000 11984 304- $10 QUIT CLA104 M30 CHOMA IrldICOG 1MR9u® ___2 off -2 -- EM 0 2M PPJM IMWI CDLN*f PIOMW Appl*W. m �= 7 m I PROJECT DESCRIPTION �� arc 3 � a`p •:w g��av a'� „ ¢a' � ° "3 � s.p �,� � «; �. °.a3 ��+n "1y� a '�$� Sa4" '" +�1� � "R S�„�, w�'• p � - � ao � wt � "p� ;�� 9 °' r "`wF z dga �'x `�� t w" ��`' b% $ 9 a •R t � � "� ° a Ski• r �Y Rw` aOct D wletter and scobdow . Projed IOVAWOn N.C. Comer of Federol HWmy and ton Duch Bon b. and eppmhad value 3.96 *am & the appraisal bdng conducted by tea, C. Zoning Centro a & Relaftm19'WO 91. Extended-Stay Hotd: 5;900 Lt. �._... OTAX4 M100 1 � public art and water featum, free on-We parldng of retailAroughout, commerefid and uses. LzjMt_gs- Roof-top pool and paddng and hadth club. , Mme PIMO see "Plang" Olt Exhibit 1930 Colors la= (if not previously CRA w. a mfor HmProjecUd Site CRA -0 7/13/04 My Commkdon s Aho " The 1 L A. Study H� toY Is beln ot ,tdt s, by tM , i Ad' ¢ t ;!s ,,; and t` t$`, -., r be added at i I i i ,. lacted Ile Appn*i&l being l } IIi U. s'L,y, t '�I Yy ! th�.it ("�s i t 11'c, t y t} I and will be e i { Iii t. 1� t t I� s i I � " At Gn� Impact ,h dsI(s b t t (;-,tt,i •... ,1 t„ „�i >, �'�` '.l t '_ ;yt':'4t t ! a y� +' y,ds I 1 PUG ¢ ,7a { lue. and aal be added at Exhibit t i i s m NMM _®wUR § I PROMENADE LOCATION MAP mm �9� � r - r � �f` mmm Wawa s slAna� mm= H I m I I I 9 h ISS gamnow Ea m I N �.��_ •� m'�' `� �' Jnr • gg '�y'. .64g �L .S• 5 • v ( v t s° ae®644• .°81• v v c °ti' °` • v • ee i. av °v � •° e S . e v 6 ev iv1 ems} . n, q��°4`va�.:.tit �8: •at �'.. mom° •�::3'°.46F�i L•°sY m^'yy i4°:`Jy�a ��°4.. v ° :: - • vim° ` °'�:} �:�; 4.. •'� :: ° tits "jt7°e=a 0 NWSP 04-009 416 R FedoMl Highway, N.B. Wmer OfN. Fodag Highway md JjoyAton Beach Blvd. loalion or , g &el fift tDoontect this office it (56 1) 742-6260. bomAd you have my qmfims reprding dus mtt piess PROJECT NAME. APPLICANrSAGE". . P.A. kppucmrs ADDRESS. 102 NOM Smfton Avinue, DebW Beach, FL 33444 TE OF HEARING RATIFIC ATION BEFORE CITY COMMIS8.10M. July 20. 2004 7YPE OF RMEF SOUGHT.- ReqL" n9w sb plan approval to construct a mixed-use prciect 0"Jefing of 16.2DO sqme feet of retail. 3,000 square fee of MftwUnk 88 hotel Who, and 318 condominium mb an ji &97&am ,. appearing on the Coneent Agenda cin Y } Redevelopment Agency Board, WWch Board found bft f 1 S oa 0106 Considered ftsf T rwief t and head tes*mriv jj�m t", 1 � SWIM111111M 121 in J 6 The Applicant - HAS HAS NOT V. Thle a.' ' t Ctake esgjgImmedlaWVpon the ., developmentAll Author on the prope* M ,�yyS z PROJECT TIMETABLES 0 0 r � f f � 5 { " j •, [r i� o � .�� , I August 13,2004 P. Lim Farmer COMERICA JAC SM — I 6W West Mockingbird Lane Dallas, Tomr. 75236 ROBERT ELCLOSUS MAI SM 81do CWaWbd8v=d;;;Q9;Qa1G 600TT M. MOLEM RE M, 8RA 0 Mp wor d at" GROW awmi M18 WALTER & DUKE, Ill, MAI, 001M aft CWN&O ftwd Agubw RZM=rM Promenade, a prqxaed 8- 'i' luxury condornlrdurn pm)ect Jacated at No northeast comer of the kdersection of Boynton Beach Boulevard and Norlh Federal Highway, Boynton Beach, Palm Dewh County, Florida Dear Mr. Famer: 11111111111p il�i��ililill��illi�illillill!��ililI I 10: 4101 Rwenrwood Road. Sufte 226 p Fon Lauderdale, ftdds 33312-6369 0 IW: (054) 507-2701 0 Fax, (064) 687-2702 REAL ESTATE APPUSERS a CONSULTANTS a MARKET ANALYMS a LICENSED REAL SWATE BROKER I I Ll I 77 ITIMIL ECONOMIC IMPACT STUDY DETERMINATION OF ECONOMIC IMPACT JULY 2004 ,�_. iy #r , ,fE 'P. ,I $1,336o798 .mn ;7 ',�r ,moi} $W"d 4` �Si ,a`�s, I, ,4 `�lY ,R. Al $1,194 `� ' r in and +hse aty will coBcdan `.1A%(Y IM ' "ar ,a°2 hvmother ,a, r Mtf' " cakaMons of these mvenum follow. Im 2. A64,14 19m '" s 11.7991 mffl& T& iwmznW this pwjwt It'd= $1,226,250. 12 INUM-Tim 21 bud6ift—a 77"1 W=47,711TIM11 a.j EkahM F A 1 11 Voila Ll 77"77,7 In `� ,. .� i tt,'�, � � ��, � +,stir � :i `,��, �I t�; d;t � 5(�k" ,I` �` i. t4 �I� i r �,ai't� ;�� "_�� s 11r ��;4 `1 � j "�> >� k�, ;+� fk, DSL/Cable Usage: DSUCABLZ USE CALCULATIONS ANNUAL INCREMMNTAL TAX AND F&E REVENUES To THA CM OF BOYNTON mmm revenues» pat ym and the popuMonof Beach, ordmated. <.oxfma* $50 per capita �& »/«® °.i 2\' . t:..,pW glared S. RZTAIL SPENDING Ft/z RUMENU 10 52 d* the faafty is being ffi- which bc&s afier the . ft is In openfiam Total incremadd amid Oak" = $720,000 0 m TOTAL MACT 0 FM ASSF.%WZNT FEE M in C EJ c p � � ?<< s y t # � ,.� ; OEM TO IV CRA Board Subject: Direct e s " Request * Promenade l of the Potential irseenfive level. Note HW anything under 50 points (50%) Is not eligible relements, are as Now Project Size: ThO PrOject size 8=rdingto Vie . Appraisal Is $136,000,000. Pmject$ Of , . TYPO Of Project.- t actually has two key uses fbr the CBD- There are "Wed Use with l" and " rproject points.Wenty (20) ,ihe kW Affordable „� sc*ring forbothRetail/Commerdal to; and Condo sales three (3) points is thirteen (13) total Affordable Access points. projsct Quality: The final scoring element Is PFOject quality. These 40 points reheat landscape, and overall contribution to the communItY. This scoring Is designed to be SublectiVe mid solely at the CRA Board's discretion, ther8lbre, Staff has no Scoring. oirect incentive Application Analysis Surnm8rY* The application %. complete and reviewed by ". The project scoling is nori-suNunclive elements Is as follows'. rv' x Board „4' .Y ' o ; ojeQuality Elementsand thiswill be added II; rte- I soores. The Board can aclust any score and shall disapprove or approve and1lor adju the level of the applicants t ;request of Incentivy documents for oardBapproval. Total Retail SF 19,200 Market Rental Rate/SF $30.00 Retail Space Offered to Local RentalRetail space offered to Local Tenants (%) 7.501 Rental Rate Offered to Local Tenant ($/SF) $ 16.5T Rental Rate Discount to Market Rental Rate ($ISF) $13.5-1 Rate Discount ii Market Rental Rate (%) - 45.00 I 0 'rHE PROMENADE ZURLWAAMMM lmlwlrlllll� illp q WrW adV.)SdKWI UA31 ON14,0111 lip C-3 N-, Ir ri rely. v14 IS I L't -9T Ik. FRI Y1 4 i lit I—AP •if Na -9T Ik. FRI pill, lit MUM 11 V FIRST AMENDMENT TO DIRECT INCENTIVE FUNDING AGREEMENT (hereinafter "Amendment") is dated as of this 20 day of April, 2008, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, part III of the Florida Statutes (hereinafter "CRA"), with a business address of 915 South Federal Highway, Boynton Beach, Florida 33435; and BOYNTON WATERWAYS INVESTMENTS ASSOCIATES, LLC, a Florida limited liability company (hereinafter referred to as the "Developer" or "Boynton Waterways"), with a business address of 155 South Miami Avenue, Penthouse 2A, Miami, Florida 33310. RECITALS WHEREAS, CRA and Developer entered into that certain Direct Incentive Funding Agreement with an effective date of April 25, 2005 (the "Agreement") concerning direct incentive funding for the project known as the Promenade; and WHEREAS, CRA and Developer originally modified certain terms of the Agreement in a First Amendment to Direct Incentive Agreement effective January 9, 2007, on the terms set forth herein as shown in underline and strike -through format, and ViHEREAS, the original Amendment was misplaced; and WHEREAS, CRA and Developer desire to execute this Amendment to replace the misplaced Amendment; NOW THEREFORE, for and in consideration of the mutual promises, covenants and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed herein between the parties as follows: Section 1. Recitals, The foregoing recitals are true and correct at the time of the execution of this Amendment and are incorporated herein. Section 2. Commencement of Construction. Section 4.1 of the Agreement is hereby amended to provide as follows: Developer shall apply for a building permit with the City no later than 180 day Ah -s- froin the date of the expiration of the nww extension M�eviousl anted b the CRA Board 20 200 _yffa y h — — — — — — - Jul1�0�6 �-Thuqsthenew date for Develot)er to a for a buildin&pe�rmit w�iththe�Cit and for �fbr all �neqe�ssa �buildin� .,ILZ U 1 permit application fees shall be Jan uw 16. 2007. lna j-- wIV79F ll�-71F , building permit fbF the ---;--4- ;--.4 u— the Developer's rights to receive the benefits of this Agreement are further subject to the following provisions' (sections 4. 1 .1 and 4.1.2 remain the same). - I - Section 3. Affordable Access Units. Sections 5. 1 L, 5.1.2., 5. 1. 3., 5.1.4., and 5. 1-1 of the Agreement are hereby deleted in their entirety. New Section 5.1 shall hereby re� as follows: i Section 4. Pledged Project Increment Revenue . The definition "Pledged Project Increment Revenues" is hereby amended to provide as follow "Pledged Project Increment Revenues" means 49 47.5% of the Project Increme Revenues received by ■ the CRA. I Section 5. Ratification of Agreement. The Agreement is hereby ratified by Purchaser and Seller, and, except as amended herein, shall continue in full force and effect in accordance with its original provisions. This Amendment is part of the the terms and provisions of this Amendment and the remaining portions of th7 Agreement, the terms and provisions of this Amendment shall govern, control ant prevail. Section 6. Entire Amement. The Agreement as amended by th Amendment embodies the complete agreement between the parties witb respect to t subject matter hei eof ThJs Amendment may not be an. i ended, supplemented or modifie in whole or in part except by an instrutrient in writing singed by the parties. I 17-71 In first written above. BOYNTON WATERWAYS INIVESTMENT ASSOCIATES, LLC., a Florida limited liability JI . . ....... e-, i Um i %kr-J rq 4 Print Name MOM By: its Managing Member, Panther Boynton, LLC a Florida limited liability company ?TATE OF FLORIDA COUNTY OF BOYNTON BEACA C*3�Wl r REDEVELOPMENT AGENCY By: 4Jer7ry- y1yo airperson ",yl Date: M BEFORE ME, an officer duty authorized by law to administer oaths and take acknowledgments, personally appeared1WiZL5W-Lv— as of BOYNTON WATERWAYS INVESTMENT ASSOCIATESP LLC., and acknowledged under oath that he/she has executed the foregoop ing Agreement as the prer official of BOYNTON WATERWAYS INVESTMENT ASSOCIATES, LL.C., for the use and purposes mentioned herein and that the instrument is the act and deed. of BOYNTON NATYR-%yA`YS INVESTMENTS ASSOCIATES, LLC I H has produced - as identi A1c-artWW--'— A N.) - 3 - STATE OF FLORIDA SS: COUNTY OF PALM BEACH BEFORE ME, an officer duly authorized , lawp .+ oaths and take acknowledgm ` BOYNTON BEACH + acknowledged under o.th that he/she has execute+ foregoing • proper official iBEACH REDEVELOPMENT AGENCY, forand purposes + '+ herein and that the instrument is the act a a- a of BOYNTON BEACH personallyREDEVELOPMENT AGENCY( e Ole is or produced asIN WrINESS OF THE NiW-n'tific Commissionthe State and County aforesaid on this el-2-ISa-Yof X�;ff-_,200S My + �► Public, of .. at Large [:\Client DocumentsSoynton Beach CRA\24 i4.006\Mise1REVISED FIRST AMENDMENT TO DIRECT INCENTIVE FUNDING AGRE£MENTAm IiIAM, M, "4 il:f—.717777 , + -4-. 13ECOND ArVI{ NDMI DMENT TO DIRECT INCE NTIVE FUNDING AGREEMENT VMEREAS, CRA and Developer entered into that certain Direct Incentive Funding ija• ` ! : 1 } } .::t i rta n rs e in I I at ce i Fi t Am nd e it to Direct Incentive Funding Agreement dated January 9th, 2007 (collectively, the "Agreernerif') concerning direct incentive funding for the project known as the Promenade; and WHERBAS, CRA and Developer desire to modify certain terms of the Agreement on the terms set forth herein. NOW THEREFORE, for and in consideration of the mutual promises, covenants slid agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed herein between the par -ties as follows'. Seetion 1. Recitals. The foregoing recitals are true and correct at the time of the execution of this Second Amendment and are incorporated herein. Section 2. Pledged Proiect Increment Revenue. Effective May 1, 2008, the Pledged Project Increment Revenue, as defined in the Agreement, due to the Developer in the first year of the ten (10) year term as set forth in Section 6 of the Agreement shall be reduced by an amount equal to the diff-erence between the amount of rent paid by Boynton Waterways pursuant to that cert J % lease agreement between CRA (as "Landlord") and Boynton Waterways (as "Teriant") da d wrl— 1, 2008 (the "Sales Trailer Lease") subtracted from die actual amount on the leased pro" from the Effective Date of the Sales Trailer Lease, that is April 1, 2008 until the Sales Trailer Lease is terminated. CRA shall file a reduction in the assessed value of the leased property and/or adjustment to the real estate tax valuation for the leased property for calendar year 2009 and for each year thereafter until the Sales Trailer Lease is terminated. CRA shall purobase only so much insurance as is commercially reasonable under the circumstances, giving due consideration to any insurance purchased by Tenant. No part of any general or umbrella policy of CRA shall be allocated to the leased property. Insurance shall be for areas of coverage that are commercially reasonable under the circumstances. The Landlord acknowledges that Landlord shall not insure the improvement of the sales trailer itself, this being the responsibility of the Tenant to obtain such coverage as Tenant believes is reasonable. Section- Ratcation of Agreement. The Agreement is hereby ratified by CRA and Developer, and except as amended herein, shall continue in full force and eflect in accordance with its original provisions. This Amendment is part of the, Agreement; provided however that in the event that there are any inconsistencies between the terms and provisions of this Amendment and the remaining portions of the Agreement, the terms and provisions of this Amendment shall govern, control and prevail. Section 4. Entire Agreement. The Agreement as amended by this Second Amendment embodies the complete agreement between the parties witb respect to the subject matter hereof. This Second Amendment may not be amended, supplemented or modified in whole in part except by an instrument in writing signed by !a Section No DefaBIt. CRA acknowledges and agrees that there are no defaults or breaches of the Agreement on the part of Developer and that as of the date hereof, no nas perlonneu an oi 1 0 with Section 4.1 as to application for building pTrmits. §ection 6. Amendment Paramount In the event that any conflict boUveen the terms of the Second Amendment and the terms of the Agreement exist, the terms of the Second Amendment shall control. Except as amended and modified herein, the remaining terms and provisions of the Agreement shall remain in full force and effect and are affirmed as originally set forth therein. IN WITNESS WHEREOF, the undersigned have executed this Second Amendment as of the date first written above. Witness: -N Print name: ETAU�� EMIM STATE OF FLORIDA SS: COUNTY OF PALK11EACH IN and that the instrument is the. act and deed of BQMQN, WATERWAYS TNVESTNTNT ASSOCL,kTFS, LLC. to nown y , k 'T or has produced as idenLitication. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the �tate and County aforesaid on thi4-0\ day of 2008. My commission expires: jER YANN MILLS Nary .fwd FWAI Apr 19, 2010 54 rg Avon. By Nn SS: 73FADA74MAWPAF =--A 4r>MM 1 M411ij V —17T T LTIA FMM 1=1 71' 1 f A -we instrument is the act and deed of BOYNTON BEACH REDEVELOPMENT AGENCY He/she is versonally known to me or has produced . . . . ............................ . . . . .......................... . . . .. . ..... -- as i d e n t i ire at -to- xn-. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at inthe State and County aforesaid on this day of 2008. ry Public, State of Florida at Large My commission expires: .....SUSAN E, HARRIS Notefy Public - state of 611ofida Lty Owmaggion EiVM Oet 17,2011 Commission# DO 725926 kNed Th -CLO NdW Ndowqy Am X-ECEIV � 3�V' =41"0104 rs-h"'A' CAIR011 GFM 20110292287 OR BK 24676 PG 0094 REWROED 681S512011 M-29:29 ftL Beec.h County, FLorida Sharon R, Sock,CLERUL & CONPTROLLER Pga W94 - 97; (4pqa) 0 X M I VIMTOTIM 1 1 �� i ''i 222013U�= 1 � 0 1&11 111, 11 1 111 1 LIM "DEVELOPEIV), enter into this Third Amendment of their Direct Incentive Agreement ("DIFA") as follows; WHEREAS, on April 25, 2005, the CRA and Developer entered into a DJFA (twi(I •11 111Ijjr 00 1. IF 11 � I III I III 1111121110111 lip11117111 L ! I 1 1 1! 11 '1 117PRIMIFF, =111111111? IN 1.4 a A5111' I.!; 11 111 qlij�1;111 111111111 1�' 1 E 1 11111 11111! � I � ! F111111 1 101� MI'Me NOW THEREFORE, the parties agree as follows- I . The WHEREAS clause are true and correct. 2. Section 8.7 of the DIFA is amended to read as follows: terminate upon the earlier of (i) expiration of the project increment revenue payments to DEVELOPER as provided in Section 6 above as a result of the expiration of teagreed upon payment period; or (ii) failure by the DEVELOPER to commence construction of the project on or before Construction Commencement date set forth in Section 4 above, - following the termination of the Promenade Condominium. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY B Date: y: 71??hl Print Name, S Title: ha i g Witnesses:- ; STATE OF FLORIDA ) ss: COUNTY OF PALM BEACH I HEREBY CERTIFY that on this day, before me, an officer duly authonized in the State afI resaid and in the Co it ores Wtake acknowlcdgeinents, the g foregoininstrw-nent was , acknowledged before me by *4 freely and voluntarily. �Vho is personal known to me)or,,vho has produced identification. I'P'4ESS my hand and official seal in the County and State last aforesaid this O#d ay of If P1*k - SM 0 FWNL-, �v Com. Dow jP4 I I, gm CuMfWSWOO 0 00 95S133 Bonded Thmugh NOW N*FY Aw By: NEW BOYNTON PROMENADE LIMITED LIABILITY COMPANY, A MEMBER By: NEW BOSTON PROMENADE LMITED LIABILITY COMPANY, ITS SOLE MEMBER By: NEW BOS 0 ' IN FUND IV, INC., ITS SOLE GENERAL PARTNE 4 R By- 1 P p 'y ELAM, Duly Authon ed Witnesses: STATE OF FLORIDA 3, ) ss: COI NT OF PAUM BEACH I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County koresaid. to take acknowledgements, the t-oregom instrument was acknowledged before me by luce d go C,4 freely and vol-untarily. frhois personally known to m � or wi-to lias produce as identification. IL ESS my hand and official seal in the County and State last aforesaid dfis J? � day of tx 2011 yp SHERRY ULERIE-SAGSHAW Notary Public -State of Florida My Commission Exp irm May 1.2012 Commission # DD 784988 Z. -MUM 500 Ocean RIXECT INCENTIVARIMMAGRUMENT This is an Wwment (hemmaflar "Agroment-) entwed mto as of the '70 R day of 2015, by and between: S&IR AT BOYNTON BEAM LLc, a Flmi& limited liability compmy, with a businm address of 1201 Ponce de -moi 1i Blvd. Coral GablM Florida 33134 (hmvinafier collectively refirred to as the "I'Developer-). 11'11111'1`pk'� H 511, 1=77 I 1141 F �W * me .-R:Fri 2 in "I,# ZAA 117 71 I 1414. 4 -4 11 - I ( .14 # NOW9 TMOtMORE, in considwation of the Kik toal promses, covenaigs and qVvemenu u fwi�� 10 1 ts' �' ga Piz 0 7;q 41 k is "!I x I #V_�Z'ff� jjtf-40' j I t's vj; Slam 1. 3IRG19L. The foregoing recitals am tme and correct and inconwrated herefi, 12990-2-2. 2&n—ibam As uW m flus Agremmit the fonowing ta= shim have ffig following meading: W41=14 Page I of 17 "Agre e„i; means this n #` Funding a,r..-r -,i, and all Exbbits and attachments m hereto,as any e same way ha=fhw be amende4l from !,fit" 4 time. "Base I sine" means ;,i assessed,` the Propfftydetermniedn Beach i "Certificate of Occupancy" means I +f.': # M ' issued d pursuant to the o 114ynton Bea.ch Building and Zoning Code indicating that a building or strWurecomplies with applicable `` IIY of Boynton B ' Building and Zoning Code, requirementsand that i'. same ,Tuy be used fDr the purposes stated therein. "Certificaflon" means National Chven Building Cer0cation issued! 1- National t 1i. i„y fi ;. ,..: 4,11' ►. ,t,T, w> �,f ,'t ;� `Ll.tt,r"ti l.+ ii`fi ''t,,�:. ,: ,, ,1 1 Ur I "Commence Rs 1 t N ! rl ! t 4 "Commencentent of I en s e 1' i r mom i " t+' issuanceby the of suchvertical construction pursuarit o andin accordanoe1such permit "Construction A ' V: # i iI9 I t,' means d" i documents evidencing t _ fit,1 t i',' the a 1.:.' A l of t. 'Project. "Directr r 1; . Fundine means anannual amount t I equals I Pledged Prited Increment :li :Itamountsdeducted fi , e,t k 1 _ I 1 the ll ::. ;4 ! 1abovedue to the failure > Developer t4 comply with the terms of this i11at;°. "Designer's 14'. . ";i1 means F report to be submitted to the CPAby Developer outlining of the elcmmU of the Pixw.ct ti tconstructed ► obtain ffic Silver Rating :' t 1 i : :V3stan&2f as more fidly described in Exhibit "C." "Developer" means SKYE AT BOYNTON BFACI�, LLC, as dewnl)cd m the attached Exhibit "Electric1 or EV ChargingStation" 11 ' i t 1 an electricrecharging / 4 l charging point i .Ici'the EVSE (Flectric VehicleSupply Equipment),1 supplies " t energy g }_ the :+ 't !a 4 c:; 4.... electrict +*. or plug in 1 ! 1 electric -gasoline ve1 I #•r T( 1 iK t T 7 .�.E t I 1 i 1' k" 1 1 i! 1v ! t 5l 1I nIMM S t ii.: '. 5 A fs .. sIt' ► ■tai, 14 t I�_ i R'�.1[G 1;.�+' til M#+d J .?l�I: 11R C1'. Y f t s►t�t t �i 1 4�t; HI � '� r i< :i1: � t� :I+��,:r1 t�' I- �+:�-r 1ti�> �,,. i f' 4iJ ti t1 R.e111 ! TOM-. F....'�t ii" ♦ 4;11.' 1 } 4 t «A i t A i 3 4 1 # t! 1_ _ 1Y f t<t t f Ii ! 1t 11 1 tt' R' ! *': ": 1 1 ♦ t t 1 t=M77-4-0, I t1 1 �.{.� 11 ., i 1 �": tr t• ` t s Illi ` l 1: s l i fI owner r41 4 t. TheSilver Rating requires 349 Pcrfarmance Points. W41SM14 Page 2 of 17 Troject Increment Revenuw�" incam the amount ckposited in the Redevelopment =d for the R0&WI0PMWt Am Pumailt to Florida Stabites, Section 163.387, which is attributable to th,-, Project. , ilii:il!llllllalolll!1!11111111 11; 51M, 1;11744111 "1 edevr11 1ment Trust Fmd" meam the trust Amd establislied purmiant to 1/ Y. 163.387, Florida Stati#= for the deposit of ma=ent revenues attributable to &-nIcpmwt within the Redevelopment Arm "Retaff Space" incens. the approximately 13,300 sq. & of muff space to be constructed as part of the Projed. "Sift Plan" means the site plaii for the Prc&ct approved by the City of Boynton Beach on July 1, 2014, a copy of which is attached bercto as Exhibit "E." "System Audit" means a review perfomied by an independent auditor approved by the CRA and Paid for bY DeveloM of the Prcgect ammfing to the 2012 MC -700 National Green Building checklist including orignal inspections and ca-tification of the residential units to cKmfim ongoing conipliance with the standards, subsequent blower door teating to coxiffim compliance with original tekii* . 0MRA 6" "SIv. bstandml Completion" or "Substautially Complete" means the completion of 90% of the Project's units, as evidenced by issuance of ceitcaws of occupancy for such units. "Successor or Assignee' mews a subsequent owna of the Pr4jec4, as approved of by the CRA pursuant to this agreement, other than the original Demloper, SKYE AT BON B LLC. 3 71 ## M; � M JV I U I EMMI= MUIIWMII� OWIMI-4 Page 3 of 17 111,111111111 111111111111111111111111111ir 1111111111111111111111� iiiiiiiiiiiiiiiiiiiiiillillilill�illi�illillillill! The CRA hasagreed to pay the DevelWar the following mmual percentage factors: Yam One — Four. Seventy -Five Percent of the Pledged Project Increment Revenues Yeam Five —Seven., Filly Percent of the Pledged Project Incretnent Revenues Years Eight —Ten. Twunty-Five Pawmt of the Pledged Project Increment Revenues 6.2 Comniencement and Conditions gf,�djn�. The ten (10) yen term for the payment of Dwed Incentive Funding to Develow by the CRA shali commence an the last day of year that the following conditons am met: A. The 6,600 square feet of Clue A Office Spam is at a mbifinum Rhell complete and all phases of the Pr4ect have reodvW either a Certificate of Completim or Catificale of Use fiom. ffic City of Boynton Bwch; WV' 4 Ma ZAVV M, .......... "T OWIMI-4 Page 7 of 17 2.1 Dja3ft Upon the occuncnee of any one or more of the following events, the this Agrement i4m occumme of any me or more of the Mowing events of defimlt. Ile CRA may, at Prrl I J'J-1 Rgg��ifgia, alVIPA'R- MR-Url OXIMI-4 Page 8 of 17 a Itlicia #1 ;4 df 0* rp+k I NJ. i 0 M74 M- iM, MA I t k* - i I W41IMi-4 Page 9 of 17 If 6 *tom +fes : m Akyden SKYE AT BOYNTONBBEAC14 6§ f y Northlake Boulevard Suite f Aftmonte Springs,E :3" } With. .. . ate � � . .. . � � w� on¥+ Mural Wald Blondo »Moreno, PJ 1200 Ponce de Leon Bl . Coral Gab ,F , 33134 V G CRA: Vivian Brooks, « « Director Boynton Beh Commmaift Redevelopment o t 710 N. Federal Highway Boynton Bea* Florida « With as : Tom Duby x : Lewis,Longman 7 Walker, : - m A. 515 N. F y: 6Dx© #M0 West Palm Bea4FL33i MORM14 page 1217 Agreement may he + I M +t m. the Pubhe Records of , i t, Ekach County FlorldiL 11.1 This 00415Mi-4 Page 13 of 17 1i i Seeflon 1.2. Lubfic R -words The Boynton Beach CommuI Redevelopment Agency is public agency subject to Chapter 119, Florida Statutes. To the extent the Developer gencIrates or maintains documents considered public records r: tri' to Florida Statutes as a result of this agreenimt, Developer shall comply with Florida's Public Records Law. Speeifically, the Developer shall: Keep and nisintain public records that ordinarily and necessarily would be required by die CRA in order to perform the service; Provide the public with access to such public records by providing the same to the CRA upon request on the same terms and conditions that the CRA would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; requirements are not disclosed except as authorized by law; and Med all requirements for reudaing public records and transfer to the CRA, at no cost, all public records in possession of the Developer upon termination of the Agreement and destroy any duplicate public records fliat are exempt or confidential and exempt. All records stored. electronically must be provided to the CPA in a format that is compatible with the information technology systems of the agency. The ffilure of Developer to comply with the provisions set forth in this agrement/cOnblict shall constitute a default and breach of this Agreement If Developer fails to cure the default within seven (7) days' notice from the CRA, the CRA may terminate the Agreement. Sgglo—n13. jotal ary"fial Destrnc& ONIM11-9 Page 14 of 17 This Seclion 11 sbaH be pmamumt to ,•'-other provisions of this Apmmm� ricluding but not Rmited to Swdon 4 and Section 8. W418MI.4 Pap 15 of 17 aboveIN VMMSS OF TEM FOREGOWG, the parties have sd dimr hands and seals the day and year first -- Y STATE .: FTORIDA 4, COUNTY OF 1*3 k " r ;It 3 a �tS�s.r ♦�� waw: w' :,. ". �s� �`` � R� ■ � t" �` 1� w w'�«,:-„, t.:: X k : 1' 1 k4 hrltl e.l w i �•:-ii, #i 'R F i. He/ to me or has produced wl , ew ! rr a' w, k, IN WrTNEss o' THE FoREGOiNG,have my hand =w w r 1 d official sW at m .° Stac and County aforesaid on tbis2Lk&y 2015. i'sr 1= R' r W41MI.4 Page 16 of 17 m iri t 43 "Al4ir 7l =4. y.�6tj*)40�! FL 1" :Virt Doi BRAcH comamriy REDEvELopmENT AGENcy Wshe ii Se idenfification. 77--n7ftwff MMEMM i Clt==twww&*w 2012 .ij '-. # a l , '.1 1, r A , \ *4 "'*'UM "M #& MW*ln ftmk 6%"k* &Mh wAfbfw*ww*A4hA a a � +sem � � _ _-_•�-aw tm pow em r -- -- 2 El um a 17M - kmtun Pak M fbw W Rwwfm 03 dm pa mom %A AS VOW, wd nQ*M MMMMq Md hu tulyj MA 45 M m .711122 F .. ..:�.x. PA . or _ - ® 140 # ■ ~ �A � ` �e _ ! . I mutffiftW hm Maddw*nm% md kwlmWm i 1 9 Noww pow an wo am% w oft Ouffiftd Offobco and dkW 7 PM- offm EPA Pan a MMdW" ap"Verjok" ma Runk -F mot PM- a S. I i a S. 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NORTHLAKE BLVD ,k,) l> SPRINGS, FL 32701 Fatrovy, IMP of 3 4113=5 5:08 PM DoW by Document Number FIEBER, JIM ,t7 ELM STREET ,NEW CA11,44,11, OT FLYNN, JOHN 1650 S NORTHLAKE BL ,, mug' f: 4 f "I � �i Lol §Y/l a - 1: A I g jqmg 149WK4, MAI I& k I=-- 117. =1 httpJ/9e=h.mmbrz MZ&WUY/CoMmUonSembtSwchRmlWdm,,, 0W1212015 --floridallailted Ulability, k Irmae in PDF Me ! of 3 4/13*015 5-08 PM Article 11 -FAM I he stmet addr m, of the mv 650 S. NORTHLAKE BLVD ALTAMONTE SPRINGS, FL. US 32701 ot 650 S. NORTHIAKF- BLVD ALTAMONTE SPMOS, FLUS 32701 3 Artide IV " W"'f el lx Tc aaz Tilda: SALVAMR. LECCESE 650 S. Upw-fflk Title: VP ROBERT MORGAN Title- VP JIM FIEBER 47 ELM STREET NEW CANAAN, CT. 06840 0, lo ;Xif �15080045 ILE 89-00% March 12 2015 Sm Of Wli 5young 51114 glil 11, ;'i . AGENDA ITEM: V. A. Approval of Advisory Board MinutesDec. 1, 2016 Linda Cross, Chair James DeVoursney Allen Hendricks Rick Maharajh Paula Melley Robert Pollock, Vice Chair Thomas Murphy, Jr. The meeting was called to order at 6:32 p.m. Michael Simon, Assistant Director, CRA Theresa Utterback, CRA Development Specialist Mona Laventure, Prototype, Inc. Kathryn Rossmell from Lewis, Longman, Walker Roll was called, and it was determined a quorum was present. III Motion made by Mr. Hendricks, seconded by Mr. Maharajh, to approve the agenda as presented. In a voice vote, the motion passed unanimously (5-0). Meeting MinutesA AdvisoryBoard i s' '4a Boynton Beach, Florida December 1, 2016 Ms. Melley reported that the survey will be brief and simple. She believed an ad h committee would be good, involving City staff, CRA, Commission members, an] volunteers. She thought the survey had to be more formalized with a dedicated grou preparing Chair Cross agreed it would be beneficial to have the stakeholders involved, and th Chamber of Commerce might be helpful in getting it distributed. Chair Cross verifie that it was the City Commission, not the CRA Board, that assigned the survey to t . h B f •.Simon. •. thatstaff would present the _ •. the • • i placement on • ' # rwith the motiontoapprove i they will also includeon RA Board agenda. Motion made by Mr. Hendricks, seconded by Dr. DeVoursney, to approve the item as a recommendation to the City Commission for the CRA District. In a voice vote, the motion passed unanimously (5-0). Mr. Maharajh reported they have engaged Career Source, and it is in process. Mr. Simon said the CRA Board had requested the item, but there has not been a recommendation to them to use Career Source. He added they had not discussed what concept may work or not. He was curious if the Board thought there was merit to the idea of providing money for an applicant to hire an individual, or if it would be better to be an intern type of program. Mr. Simon relayed that the Mayor's focus was on jobs and existing businesses. Chair Cross elaborated that she thought he was thinking if businesses would be able to hire part-time employees for people who live in the CRA District, with the CRA paying half the salary for a limited time. Mr. Simon said it might be somebody that Career Source places in a business and the CRA partners with them to supply funding for that position. Chair Cross believed the goal would be to match up and help create positions within the CRA District for placement. Mr. Simon commented that the action plan could take many approaches - they could support the job seeker, employer, or Career Source, etc. Chair Cross suggested a potential goal of creating the grant: how many jobs are created for people living in the CRA District as a result of the grant. Mr. Simon said that could be one measurement. Discussion ensued on what the Board wanted to measure with the following points brought up: • Focus on business within the CRA, rather than an employee • Concern about creation of new jobs • Removal of blight is task of CRA K Meeting Minutes CRAAdvisory Board Boynton Beach, Florida December 1, 6 • Career Source may !solution without a grant • CRA could act as facilitatorbetween Career Source• job -seekers Must have a reasonable measurement Partner with Career Source before allocatinggrant money Career Source has best practices and white papers - have them compile them • share with Board Mr. Simon stated that he has a meeting with Mr. Corbit a few days hence and he will report back. Chair Cross wanted to know if they would be dealing just with businesses in the CRA to see them grow, or if they would deal with a contractor who comes in to build within the CRA (resulting in job creation). Miami- Dadeos Jury Report• w.• • r and Mismanagement of CRA Chair Cross recalled they needed additional information at their last meeting and asked Mr. Simon if that was available. Mr. Simon relayed he invited Kathryn Rossmell from Lewis, Longman, & Walker to assist in going through the items in terms of the Grand Jury perspective. Ms. Rossmell clarified that the Chair's direction was to not necessarily implement every item the Board thought was relevant, but to look closely at them and see if they thought they were good suggestions for this area. She clarified that the document was not binding, and there is plenty of flexibility to see what might be beneficial to the CRA. Ms. Rossmell further advised that the intent was probably to see if the "relevant" ones could be implemented by the CRA and how the Advisory Board would recommend doing that. Chair Cross began a discussion of the first recommendation on p. 46 of the agenda packet: "Non -elected lay persons be appointed to serve as full-fledged voting members on CRA Boards." Chair Cross opined that the current structure in Boynton Beach has the potential for mismanagement because a lot of lines could get blurred and could become political. Mr. Hendricks suggested three statutory options for a CRA Board: 1. City Commission (5) 2. City Commission plus 2 (7) 3. Entirely independent CRA Board (9 is the maximum) 3 Meeting �y Minutes /^moi, CRA , 1 q Board BoardBoynton Beach, Florida December 1, 2016 Mr. Simon added you can have a voting member of the governing body sit on the CRA Board (appointed by the governing body to be one seat of the Board). ffir Simon cladfied that the recommendations. different that the Board would consider, then that could be proposed. Several membe suggested e options. i Discussion ensued on which options the Board would recommend, with the first option being dismissed. Mr. Hendricks noted that with the City Commission being the CRA Board, politics of City governance can get in the way of the CRA's task. Having some Commissioners on the CRA Board would help since they have a good knowledge of how the City operates. There was a question if the second recommendation (by the Grand Jury) could be negated by this Board's recommendation on the first Grand Jury recommendation. Mr. Simon explained that No. 2 would be asking the City to amend their ordinance. Mr. Simon wondered how the Board felt about the balance on the Board if they were to choose option 2. Dr. DeVoursney thought that having two knowledgeable lay people who live in the CRA area would help the balance. Ms. Rossmell clarified that the Statue says that for governing bodies that have five members, they can appoint two additional persons to act; therefore, they could not have a 514 composition. She reiterated the options. With the third option, one or more of the members can be a member of the City Commission. Discussion continued about the makeup of a mixed board, with Ms. Melley pointing out that with a 512 composition, they have to reconcile the perception of people's greed with the people's perception of political concerns. She recalled the history of the previous (independent) Board, which was "rampant" with backdoor deals. Chair Cross suggested five lay people and two Commissioners from the two CRA Districts. Dr. DeVoursney favored adopting the Second Recommendation, changing the word to "shall," because he did not think the City Commission would go with a 512 composition. Chair Cross opened the floor public comment. Harry Woodworth, 685 NE 15 Place, President of INCA, believed the Board was on the right track. He suggested a civilian board with good candidates who have met specific criteria. Chair Cross closed the floor to public comment. Ms. Melley proposed the following priorities: best practice ® 5 lay people and Commissioners; and second best @ 5 Commissioners and 2 lay people. 4 Meeting Minutes Boynton o•i yg n i rt Florida December i it ,mi 1, 20116 does - not -"shadowy areas." 14r. DeVoursney wondered if they could say they "strongly recommend" No. 1 and then have No. 2 if • 1 is not• .• Ms. Melley wondered how to put "teeth" into their recommendation. It was noted the is a lot of discussion on record, and they could add specifics and the word "shall" to th recommendation. Ms.wanted to .. something • the ordinance th provides protection for the process, and Mr. Simon suggested adding grounds fl removal. Ms. Rossmell advised that the CRA is established by the City, so any chang - to the CR • r .Rwould have to • in from Motion made by Ms. Melley, seconded by Mr. Maharajh, that they move forward wi - recommendation of .seven paneled ! 1 Boardcomprised of .. people e!•.. .•... • City Commissioners who and that the CRA direct Attorney Cherof to review the ordinance that established the CRA in order to p provisions in place that would protect those lay people based upon criteria deem appropriate for Board dismissal. In a voice vote, the motion passed (4-1) with D DeVoursney opposed. board.Motion made by Ms. Melley, seconded by Dr DeVoursney, that. in the alternative, ar 21temate composition of the CRA Board shall be as follows: five City Commissionert 2nd two lay people, to ensure the CRA District is adequately and properly represented- Wy people from the community. In a voice vote, the motion passed unanimously (5-0). Dr. DeVoursney read Recommendation #4, regarding the experience of lay people the Motion made by Dr. DeVoursney, seconded by Mr. Maharajh to accept Number Four as a proposal to the CRA Board. Discussion ensued on any possible additional criteria they may wish, such as residence, profession, etc. Ms. Rossmell advised that under the Statute, it says that any person may be appointed as a Commissioner if he or she resides in or is engaged in business within the area of operation of the agency, what shall be [unable to hear person speaking] for the area of operation of the county or municipality and is otherwise eligible for such appointments. She said it is not within this Board's discretion to say where the person can or cannot live, except to make it more limited. In a voice vote, the motion passed unanimously (5-0). Chair Cross moved ahead to Recommendation #7, which was earmarked for "man information." It asks if the Board wishes to set a cap on annual administrative costs. Mr. Simon said they now run at 9%, and the City runs at 19-21%. Mr. Simon 0 Meeting Minutes CRA Advisory Board Boynton Beach, Florida December 1, 2016 recommended keeping the CRA as a separate entity and not tying it to what's happening in another company. Dr. DeVoursney did not see the need for a cap. Motion made by Dr. DeVoursney, seconded by Ms. Melley, to not approV01 recommending V. In a voice vote, the motion passed unanimously (5-0). Regarding Recommendation #9 (procurement guidelines), Mr. Simon stated they a very close to the City's guidelines. They try to mirror the process, what the thresholl are for RFP's and RFQ's, etc. Ms. Rossmell stated that the CRA procurement policy was drafted very similarly to the q,tatutory standards and mirrors many requirements. However, there is flexibility in light if what the CRA can do, such as policies for special events. Motion made by Mr. Hendricks, seconded by Dr. DeVoursney, that they donot supp any change in the procurement procedure for the CRA. In a voice vote, the moti passed unanimously (5-0). 1 51 I.-IfIgNIOU•WTIM&=61WIFTOPAWITIOR I ffil W I 1. Discussion and Creation of Draft Community Benefits Agreement (assigned 1119116) Ifis. Rossmell provided a review of the agreement, noting this Board is assigned to create a "form" community benefits agreement to give the CRA strength in the agreement with a community partner/developer. She clarified they do not have to go paragraph by paragraph. The Board may also consider how a community partner should be selected. She said they could probably get examples from other places but this framework came from this CRA. However, Ms. Rossmell said that the CRA Board wanted more "teeth" in the agreement, with something to perhaps come back to the CRA Board if no measurable goals are met. Mr. Simon stated that the attached document is in their office now, and the Board ca look up samples of other agreements for ideas. He said that NuRock has not signed o on it yet. The agreement could be tailored to every individual development. Mr. Simo recommended having some standard paragraphs and then some that could be adapte case by case. 41 20 Meeting Minutes CRA Advisory Board Boynton Beach, Florida December 1, 2016 the economic impact of the number of jobs. Ms. Rossmell emphasized there was no need at this time to figure that out. lot W 0 - 111POORRIM VZON III I Ilk Ir -4-1 =• Mr. Hendricks wondered what other things they could request future community benefits. Mr. Simon advised they Gould come up with something they would like to do and then ask the attorney if that is statutorily aliowed, or look at the project itself and explore how the project Gould benefit the CRA in another way. However, the more the developer has to work on the community benefit aspect, the more resistant the developer is going to be because he has a job to get done. Mr. Simon advised the Board not to get too much into the specific details or possib scenarios, but to concentrate on the paragraphs that can be used generally. i In response to a question by Ms. Melley, Mr. Simon said that the impetus for th assignment came from Commissioner Romelus, who attended the FRIA cor Terence a heard the topic discussed at a session. The agreement was from Overtown, and staff making an effort to obtain a copy of it. `1 Chair Cross wished to delay the discussion until they receive a copy of the Overtown agreement. Motion made by Dr. DeVoursney, seconded by Mr. Hendricks, to approve the Consent Agenda as it appears below. In a voice vote, the motion passed unanimously (5-0). 111 1 - 7�1 114��!11111%11 = L VA Meeting Minutes CRA Advisory Board Boynton Beach, Florida r`. VII. Old Business: (Recommendations on CRA Board Agenda Items for December! A. Discussion of • for ap • and Qualifications for• • c District Ifir. Simon reported there were no responses to the RFP, although they received c 1�2 from developers regarding housing in general, or affordable housing. The single -fa i aspect was not discussed as a product that their builders build. Mr. Simon wante figure out why they did not receive a better response. He believed that once To Square is moved forward, it that would attract more attention to areas that are at great risk. He said he was going to talk to developers like Lenard to find out what they thi would be • 111111 ill !J1111111111 III ! - ! V. T M Nw T.3 - Chair Cross said they had heard from the community that they want to see more single- family homes. Mr. Simon reported that the CRA is currently negotiating the purchase and sale agreement - the property met the criteria of the LOI, and part of the project involves a request for funding from the CRA. Chair Cross thought initially all they were doing was giving them a strip of land - no other monies were coming from the CRA. Mr. Simon explained that in order to purchase property, that's what they had to do. In March, they showed staff what they wanted to build and asked if they could buy the property. After following procedure, they are now working on getting it approved, and the CRA is still trying to get the purchase and development contract together - one is contingent upon the other. Mr. Simon advised that staff has been discussing the details of the contract with attorneys and the developer has been working with the City. The developer has begun presenting to Boards regarding requests for funding. He continued he met with them the prior day, and communication is open and productive. Chair Cross said they did not have enough parking, but Mr. Simon explained the parking is a City requirement and there is still "back and forth" conversations on the topic. 7$M W91 a I I I S I - AN Cox-OMaI 0 -Ma I a WE *11[$ [1,1 nff(�E�MW03 all a 0 - 191 1 ffJ§JjMfJZJAJM Namp , , @JVJ[GEgJ.� a tBeach, Florida December 1, 2016 outline). Mr. Simon answered that the City is no longer requiring them to move t storm water. The developer is asking for the money upfront; it is not in a T1 •' Regarding the GRA Direct- Funding Program,Dr. DeVoursney noted they • $4,060,000 to be •. • over 10 years.He wondered if they -•-d to discu Phase 2, since the developer is building the project in phases. Mr. Simon did not wa to g- •o specific about the item before the developer presents it. He wanted the :;_ to know that the CRA has been negotiating a contract, has just been presented request for funding, and specifics may change. He advised the Board to think abol their questions forthe next review. Mr. Simon stated that the meeting on the prior day went well and said this item is only 9n update, not a formal action item. Mr. Simon advised they have to publish the meeting dates one year in advance, and they are set for the first Thursday of the month. Approval is required by the Board to move forward with publishing the dates. Changes are not encouraged once the dates are published. However, if a meeting date is changed, the public has to be notified 72 hours in advance. Motion made by Ms. Melley, seconded by Mr. Hendricks, to accept the meeting dates as presented. In a voice vote, the motion passed unanimously (5-0). Chair Cross opened the floor to public comment. Harry Woodworth, 685 NE 15 Place, President of INCA, spoke about Ocean One. He requested any updated information for placement in their association newsletter. He commented on the problems in the proposal, particularly with regard to the scattered parking places. He said the numbers do not work, and asked the Board to examine the proposal carefully. Chair Cross closed the floor to public comment. Mr. Hendricks expressed concern about the project, particularly the west wing, He thought it would be the most important project for a long time, and was afraid the City did not learn their lesson from Casa Costa. He hoped the plans were merely conceptual and could be modified. Chair Cross expressed misgivings about the amount of money involved. Meeting Minutes CRA Advisory Board Boynton Beach, Florida December 1, 2016 Ills. Ilielley noted it is too much money per square foot of finished product, and she wished to see a quantified per square foot amount to develop it. Mr. Simon referred to the final pages of the document for a breakdown of costs. Discussion ensued on mixed use projects in general, with comments being made about the failure of commercial/retail. There are many restrictions in the condominium documents regarding the type of retail, and the units are very small. Mr. Simon believed it was a mixed-use project due to zoning requirements. A brief discussion ensued about the nature of mixed-use projects. Mr. Simon reminded everyone about the tree lighting event on December 2, 2016 5:30 p.m. i A. Direction Regarding the Disposal of CRA Owned Properties Located W, E. IVILK, Jr. Blvd. and NE 9th Avenue to St. Paul AME Church of Boynton Beach (appraisals ordered 11/23/16) Upon motion duly made and seconded, the meeting was adjoumed at 8:37 p.m. [Minutes transcribed byJ.Rubin, Prototype, Inc.] 10 ii�w M�� I wanted to provide you with a CRA staff activity update but first, let me wish you all a very Merry Christmas, Happy Hanukah and a very blessed, healthy and prosperous New Year. Please see the following list of staff activities currently underway: • Discussions with and/or meeting requests sent to housing developers: Stuart & Shelby (confirmed), K. Hovnanian Homes, GL Homes, RTG, Inc., Hudson Holdings, and United Realty Group to discuss the current & future housing market and CRA owned development sites. • Marina Open Space project— construction of the seat wall in progress with final concrete pour scheduled for next week (progression pictures attached). Effect of the King Tide on project picture also attached. • Marina Open Space project — six (6) new "marina businesses open" signs installed. • Marina — Grand Opening event sponsored by the CRA's new marina tenant, Freedom Boat Club. • Model Block - Collins property closing in January, Habitat for Humanity construction of home in progress. Meeting with City staff, legal and engineering professionals on street improvement phase scheduling and funding. • Researching potential property acquisitions and redevelopment opportunities on NE 3'd Avenue and Federal Highway. • Discussions with owner of Casa Costa commercial units on his successes and ways to improve property. • Meetings with Career Source on CBA opportunities, future Career Expo events, Internships, career placement and training programs. • Finalizing NuRock Development's Heritage at City View project LIHTC application with CRA legal and City staff. • Finance — completion of annual audit and preparation of presentation of another year's clean audit findings to the CRA Board at your January 10th meeting. • Special Events - planning for the January Martin Luther King Jr. Celebration event, January's Concert on the Rocks & Movies in the Park, February's Kinetic Art event, Concert on the Rocks & Movies in the Park. Staff social media enhanced implementation efforts to increase the number and quality of posts on facebook, twitter and Instagram. Marketing — creation of numerous program advertisements, Boynton Harbor Marina marketing materials; MLK Jr. celebration banners, signs & billboard; Kinetic Art event banners and event fliers/postcards. • One-on-one staff touch base meetings (existing staff) ; Bonnie Nicklien's 30 day anniversary on Dec. 20th touch base meeting; meeting with Mercedes to discuss a very successful December 2016 event recap and budget analysis; staff/agency organizational meetings, staff CRA statutory review meetings. • CRA staff holiday luncheon, December 16th (don't worry, no CRA funds involved O ). As a reminder, I will be out of the office on vacation with my family next week (Dec. 26th -30th ), returning to the office on January 3, 2017. While away, Susan Harris will be acting on my behalf so please feel free to contact her or Theresa Utterback and if needed, please feel free to reach out to me on my cell phone at 561-706-6657. Thank you again for all of your professional support these last few months and going forward. Michael Simon, Interim Executive Director Boynton Beach Community Redevelopment Agency 710 N. Federal Hwy. I Boynton Beach, Florida 33435 o: 561-600-9091 I f: 561-737-3258 SimonM@bbft.us ImDy.catchboyntoncom a "'RA E �, I ANC H! C& " � 0, Lftusunfteebooklfi The information contained in this transmission may be legally privileged and confidential. It is intended only for the use of the recipient(s) named above. If the reader of this message is not the intended recipient, you are hereby notified that you received this communication in error, and that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by reply email and delete the message and all copies of it. N maim, 4 �CoRA B"OYNTO BEAC ADVISORY BOARD F-ITM4 L, I fy--11 11;4 T, SUBJECT: Audited Financial Statements - FY 2015-2016, Fiscal Year Ended Septemb- 1 1`• e02016 BOYN """ B RA Consent Agenda Old t t, r;. ti l 111-1 ll Audited Financial Statements — FY 2015-2016, Fiscal Year Ended September 30, 2016 SUMMARY: Attached is a copy of the Boynton Beach CRA's audited financial statements for Fiscal Year 2015-2016 as well as the auditor's report to -the CRA Board. The objective of the annual financial statement audit is to assure that the statements are fairly presented in accordance with generally accepted accounting principles and governmental accounting standards and in compliance with laws and regulations. The auditors examine the agency's records to obtain reasonable assurance that the financial statements are free from any material misstatements. An example of the types of documents the auditors review and test are: general ledger transactions; bond or loan issuance or refundings; journal entries; adopted budget and budget amendments; operational, administrative, human resource and financial policies and procedures; personnel records; payroll records; Board minutes; contracts and contract compliance including real estate closings. The audited financial statements and report show: • Clean opinion from auditors • No internal control deficiencies — 8th consecutive year • No audit findings of noncompliance issues — eh consecutive year • No audit adjustments — 8th consecutive year • Strong balance sheet with net position of $18.35 million. • Cash position remains strong at $11.7 million in all funds with sufficient fund balance for working capital and ongoing project funding. t - . C+1q:f_1►_1=]IZI;K91JJIky�14619T-N4COMI CgPl€° PSL: F.jj:O, . ACCOUNTANIS & r"3'x3SULZa NIS Management and Board Members Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, Florida 33435 We are pleased to present the results of our audit of the basic financial statements of the Boynton Beach Community Redevelopment Agency (the Agency) for the year ended September 30, 2016. This report summarizes our audit, the scope of our engagement, and key observations and findings from our audit procedures for the year ended September 30, 2016. This report also contains the communications required by our professional standards and by Government Auditing Standards. The audit was designed to express an opinion on the Agency's 2016 basic financial statements. In accordance with professional standards, we obtained a sufficient understanding of internal control to plan the audit and to determine the nature, timing, and extent of tests to be performed. However, we were not engaged to and we did not perform an audit of internal control over financial reporting. This report is intended solely for the information and use of those charged with governance of the Agency, and is not intended to be and should not be used by anyone other than these specified parties. We appreciate this opportunity to meet with you to discuss the contents of this report, and to answer any questions that you may have about this report or any other audit -related matters. If you have any questions, please contact Richie C. Tandoc, Partner in charge of the audit, at (305) 269-8633, ext. 8016. Very truly yours, M21�0 MIT Generally Accepted Auditing Standards and Uovernment Auditing Standards require the auditor to communicate certain matters to those charged with governance that may assist in overseeing management's financial reporting and disclosure process. Below is a summary of these required communications, and our response to each, as they apply to the Agency as of and for the fiscal year ended September 30, 2016. Required Conmiunleation Response Auditors' Responsibilities Under Generally Accepted Auditing Standards (GAAS) and Government Auditing Standards (GAS) Our responsibility is to express opinions on the Agency's We have issued an unmodified opinion (i.e. a clean opinion) financial statements based on our audit conducted in accordance on the Agency's basic financial statements for the year ended with auditing standards generally accepted in the United States September 30, 2016. and Government Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable We have also issued our report on the Agency's internal assurance about whether the financial statements are fire of control over financial reporting and on compliance and other material misstatement. matters for the year ended September 30, 2016. We noted no material weaknesses or material noncompliance issues. In addition, we are required to report on the Agency's internal control over financial reporting and on compliance and other Both reports were dated December 13, 2016. matters. However, providing assurance on the internal control or compliance with certain provisions of laws, regulations, contracts, and agreements was not an objective of our audits, and accordingly, we do not express such opinions. Significant Accounting Policies Initial selection of and changes in significant accounting The Agency's significant accounting policies are described in policies or their application and new accounting and reporting Note I to the financial statements. standards during the year must be reported. Accounting principles selected by management are consistent In addition, we must discuss our judgments about the quality, with those prescribed by government accounting standards, not just the acceptability, of the accounting policies as applied and the Agency's financial statements and related disclosures in the Agency's financial reporting, are clearly presented in a complete manner. Accounting Estimates The preparation of the financial statements requires the use of For fiscal year ended September 30, 2016, management's accounting estimates. We are required to inform the Board of judgment was called upon to establish the useful lives of such accounting estimates and about our conclusions regarding capital assets. We have determined that such estimates are the reasonableness of those estimates. reasonable. Methods of Accounting for Significant Unusual Transactions and for Controversial or Emerging Areas We are required to inform those charged with governance about We did not identify any significant unusual transactions by the methods used to account for significant unusual transactions the Agency or any significant accounting policies used by the and the effects of significant accounting policies in Agency related to controversial or emerging areas for which controversial or emerging areas for which there is a lack of there is a lack of authoritative guidance. authoritative idance or consensus. Significant and/or Unadjusted Audit Adjustments We are required to inform those charged with governance about We did not identify any material audit adjustments during our auditor adjustments arising from the audit (whether recorded or audit of the financial statements as of and for the fiscal year not) that could, in our judgment, have a significant effect, ended September 30, 2016. individually or in the aggregate, on the Agency's financial statements. ia77711 11''! k= Required Communication Response Fraud and Illegal Acts We are required to inform those charged with governance about We are not aware of any fraud or illegal acts that occurred any and all fraud and illegal acts involving senior management during the fiscal year involving senior management, or any and any fraud and illegal acts (whether caused by management fraud or illegal acts involving any employee that would cause or other employees) that cause a material misstatement of a material misstatement of the financial statements. financial resources. Disagreements or Difficulties with Management We are required to inform those charged with governance about We did not encounter any significant disagreements or any significant disagreements or difficulties encountered with difficulties with management dining the course of the audit. mans meat. Major Issues Discussed with Management Prior to Retention We are required to inform those charged with governance about We did not discuss any major issues with management prior any major issues discussed with management prior to retaining to retaining us as your auditors, us as auditors. Independence We are required to communicate with those charged with 1. There are no relationships between us and the Agency governance, at least annually, the following: and its related entities that, in our professional judgment, may reasonably be thought to impede our independence. 1. Disclose, in writing, all relationships between us and the 2. With regards to our audit of the Agency as of September Agency and its related entities that, in our professional 30, 2016, we are independent with respect to the judgment, may reasonably be thought to impede our Agency, in accordance with Rule 101 of the American independence; Institute of Certified Public Accountants' Code of 2. Confirm in writing that, in our professional judgment, we Professional Conduct, its interpretations and rulings, and are independent of the Agency in accordance with Government Auditing Standards. generally accepted auditing standards and Govermnent 3. We have not perfbrTned any non -audit services for the Auditing Standards; and Agency during the fiscal year ended September 30, 3. Disclose any non -audit services performed for the Agency. 2016, or thereafter. Management Letter We are required to issue a management letter responding to We have issued a management letter in accordance with the certain requirements in accordance with the Rules of the Auditor Rules ofthe Auditor General of the State of Florida, dated General of the State of Florida. December 13, 2016. Management Representations We are required to communicate with those charged with We requested certain representations from management that governance about representations requested from management. are included in the management representation letter dated December 13, 2016. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach, Florida) September 30, 2016 (With Independent Auditor's Report Thereon) (A Component Unit of the City of Boynton Beach, Florida) Table of Contents I N 1►K.1041 /'1 I I prow V 1110 1 Independent Auditor's Report Management's Discussion and Analysis (Required Supplementary Information) 3 Basic Financial Statements: Government -wide Financial Statements: Statement of Net Position 9 Statement of Activities 10 Fund Financial Statements: Balance Sheet — Governmental Funds 11 Reconciliation of the Balance Sheet — Governmental Funds to the Statement of Net Position 12 Statement of Revenues, Expenditures and Changes in Fund Balances — Governmental Funds 13 Reconciliation of Revenues, Expenditures and Changes in Fund Balances — Governmental Funds to the Statement of Activities 14 Notes to the Basic Financial Statements 15 Required Supplementary Information: Budgetary Comparison Schedule (Unaudited) - General Fund 24 Notes to the Budgetary Comparison Schedule 25 ,K0131WwK30[01DLI R9JY01C Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 26 Management Letter in Accordance with the Rules of the Auditor General of the State of Florida 28 Iw112F.A "�.1x l [1 �11''I � SawoA MmeJammmw, Tandoc & Gamma, LLP 5805 Blue Lagoon rinft I Swite` 1 Miand, FL 33126 Tet 26 (305) -05321www-skft-qa a m dependent Auditor's Report To the Board of Commissioners Boynton Beach Community Redevelopment Agency: Report on the Financial Statements We have audited the accompanying basic financial statements of the governmental activities and each major fund of the Boynton Beach Community Redevelopment Agency (the Agency), a component unit of the City of Boynton Beach, Florida, as of and for the year ended September 30, 2016, and the related notes to the financial statements, which collectively comprise the Agency's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted ih the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and each major fund of the Agency as of September 30, 2016, and the respective changes in financial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis and budgetary comparison information on pages 3 through 8 and 24 through 25 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 13, 2016 on our consideration of the Agency's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Agency's internal control over financial reporting. Miami, Florida December 13, 2016 0) 1,1,-'71', , 1116110V we il 1 WI. 1` September 30, 2016 The Management's Discussion and Analysis (MD&A) of the Boynton Beach Community Redevelopment Agency (the "Agency") is designed to provide an objective and easy to read analysis of the financial activities based on currently known facts, decisions, and conditions. The MD&A provides a broad overview, short-term and long-term analysis of the Agency's activities based on information presented in the financial statements. Specifically, this information is designed to assist the reader in focusing on significant financial issues, provide an overview of the Agency's financial activity and identify changes in the Agency's financial position and its ability to address the next year's challenges. Finally, the MD&A will identify any material deviations from the approved budget. The Agency is an independent agency and a component unit of the City of Boynton Beach, Florida ("City"). The Agency has presented its financial statements in accordance with the reporting model required by Governmental Accounting Standards Board Statement No. 34, Basic Financial Statements and Management's Discussion and Analysis far State and Local Governments. The information contained in this MD&A is only a component of the entire financial statement report. Readers should take time to read and evaluate all sections of the report, including the footnotes and required supplementary information provided. FINANCIAL HIGHLIGHTS The Agency's tax increment revenues increased by 15.2% or $1.3 million to $9.6 million approximately during the fiscal year. This resulted primarily from increased property values by 10.5% within the CRA district from residential, multi -family, condominiums and commercial properties. The Agency began the fiscal year with a net position balance of approximately $16.5 million. The Agency's total revenues for the year ended September 30, 2016 were approximately $11.4 million, while total expenses were approximately $9.5 million, increasing net position by approximately $1.9 million. During 2016, the CRA Plan underwent a comprehensive update to provide a clear and consistent vision for the CRA District and therefore predictability for new development and investment in the area. The updated CRA Plan is organized into six districts, identified according to their character, history, location and land use make-up; the industrial Craft District, the Heart of Boynton District, the Cultural District, the Boynton Beach Boulevard District, the Downtown District and the Federal Highway District. Each district plan reflects a unique vision based on its role in the CRA. The 2016 Boynton Beach Community Redevelopment Plan will guide the community through the redevelopment of the CRA District for another twenty years. Marina redevelopment, a multi-year project, continues with the final phase of Marina redevelopment, the Marina Open Space project, to provide a more expansive view of the marina businesses and waterfront and provide a safer environment for pedestrian and automobile traffic. The Marina Open Space project is on schedule for completion in January 2017. Downtown, development is robust with construction underway for the 500 Ocean Project, a large scale mixed-use development to include 341 residential units, 40,596 sq. ft. of retail space and 6,600 sq. ft. of office space. This project meets the ICC 700-2012 National Green Building Standard Silver and further advances the CRA's goal of stimulating development of green building projects. In the 2016-2017 budget years, the CRA in cooperation with the City of Boynton Beach Police Department, continues the Community Policing Initiative in the Heart of Boynton. The goal of the program is to address crime holistically within the Heart of Boynton by promoting an atmosphere that emphasizes a sense of caring and community investment. Safety will be enhanced through the cultivation of personal relationships between police personnel assigned to the neighborhood on foot and bike patrols. Component of of Boynton Beach,Florida) Management's Discussion and Analysis - Unaudited Additional public parking on land owned by the City of Boynton Beach at NE 4s' Street, in close proximity to the downtown core, has been completed in April 2016 and provides an additional 21 spaces to accommodate business activity and provide for event parking. Attendance at CRA events has continued to increase providing a surge in local business and vendor sales. The Heart of Boynton redevelopment efforts continue with the Ocean Breeze East parcel and Martin Luther King, Jr. Boulevard South site under development agreements for affordable multifamily rental housing. The Model Block Project is a partnership between the City and the CRA to revitalize an entire block west of Seacrest and along west Martin Luther King, Jr. Boulevard to include building for -sale single-family homes, constructing streetscape, installing new utilities and extending N.W. 11' Avenue from Seacrest to N.W. V Street. As of the end of 2016, four homes have been constructed and sold and key acquisitions made. The first new retail store in over forty years on Martin Luther King, Jr. Boulevard, Family Dollar, represents a new beginning for this historic corridor. The key goal of the Heart,of Boynton redevelopment efforts is to create affordable housing and improve neighborhoods within the Boynton Beach Community Redevelopment District. District beautification efforts continue with the completion of Entry Signage project at north and south Federal Highway enhancing the existing entrance signage to create a sense of arrival, pride, brand and welcome. The project scope was expanded for the north Federal Highway sign to include additional landscaping to enhance the sense of arrival into the City. The Town Square Project encompasses 16.5 City -owned acres within the redevelopment area of downtown Boynton Beach. Funds were allocated in the last two fiscal years for urban design conceptual drawings on the look and functioning of this area. During 2017 planning will continue on the comprehensive redevelopment of the Town Square area. Economic development programs targeted to existing and new businesses within the CRA district continue to be successful. A total of 32 grant awards were made and approximately $426 thousand was disbursed during the fiscal year to businesses for facade improvements, interior renovations, construction incentives and rent subsidies. The Agency's basic financial statements are comprised of the 1) government -wide financial statements, 2) fund financial statements, and 3) notes to the basic financial statements. This report also contains required supplementary information in addition to the basic financial statements themselves. Government -Wide Financial Statements The government -wide financial statements provide readers with a broad overview of the Agency's finances, in a manner similar to a private -sector business. In addition, the government -wide statements are prepared using the accrual basis of accounting. The Statement of Net position (balance sheet) presents information on the Agency's assets and liabilities, with the difference between the two reported as net position. The Statement of Activities (income statement) presents information showing how the Agency's net position changed during the most recent fiscal year. All changes in revenues are reported as soon as underlying events giving rise to the change occur regardless of the timing of related cash flows. The expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods. 4 September 30, 2016 The government -wide financial statements present functions of the Agency that are principally supported by tax increment financing (governmental activities). The governmental activities of the Agency include general government activities, public safety and redevelopment projects. Thus, the Agency has no business - type activities. The government -wide financial statements are found beginning on page 9 of this report. Fund Financial Statements The governmental fund financial statements provide readers with an overview of each fund and its related fiuiction in a traditional format. A fund is a grouping of related accounts that maintain control over resources that are segregated for specific activities or objectives. The Agency, like other state and local governments, uses fund accounting to ensure and demonstrate legal compliance with finance -related legal requirements. The Agency utilizes three funds for the fiscal year ending September 30, 2016, the General Fund, which is a governmental fiend, the Debt Service Fund, used for servicing all debt payments and the Projects Fund, from which all capital outlays financed from Bond proceeds or other sources of financing are spent. Governmental funds Governmental funds are used to account for essentially the same functions reported as governmental activities in the government -wide financial statements. However, unlike the government -wide financial statements, the governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near-term financing requirements. The focus of governmental funds is narrower than government -wide financial statements, and it is therefore useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government -wide financial statements. By comparing and contrasting, readers may better understand the long-term impact of the Agency's near term financing decisions. The "Balance Sheet — Governmental Funds" and "Statement of Revenues, Expenditures, and Change in Fund Balance — Governmental Funds" are reconciled as shown on the "Reconciliation of the Balance Sheet — Governmental Fund to the Statement of Net position" and the "Reconciliation of the Statement of Revenues, Expenditures and Change in Fund Balance — Governmental Funds to the Statement of Activities" to facilitate the comparison between the governmental funds and governmental activities. The Agency adopts an annual appropriated budget for its General Fund. A budgetary comparison schedule provided for the General Fund demonstrates compliance with this budget. The basic governmental funds financial statements can be found beginning on page 1 I of this report. The reconciliations between the governmental fiends and governmental activities are found on pages 12 and 14. The notes provide additional information that is essential to a full understanding of the data provided in the government -wide and the fund financial statements. These notes to the basic financial statements begin on page 15 of this report. In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information concerning the Agency's budget to actual results for the General Fund for the current year. The required supplementary information can be found on page 24 and 25 of this report. . -nrianvl• September 30, 2016 As noted earlier, net position may serve over time as a useful indicator of a government's financial position. In the case of the Agency, assets exceeded liabilities by approximately $18.35 million at the close of the most recent fiscal year. However, the largest portion of the Agency's total assets, 67%, is reflected in its capital assets. Summary of Net Position Assets Current and other assets Capital assets Total assets Liabilities Current liabilities Long term liabilities Total liabilities Net position Invested in capital assets, net of related debt Restricted for: Capital projects Debt service Unrestricted Total net position The Agency has restricted assets for various capital projects. Governmental Activities September 30, 2016 2015 l;4 26,182,135 35,705,473 1,197,519 1,317,271 1,860,698 1,720,889 17,212, 502 18, 819,016 19,0 73,200 20,539,905 6,098,522 5,848,631 6,776,250 5,465,780 72,205 66,231 5,4 3,972 5,102,197 $ 18,350,949 $ 16,482,839 Governmental activities increased the Agency's net position by approximately $1.86 million. Key elements of this increase are detailed as follows: Revenues 1' o _rarn Revenues Charges fo - - o General- nues Tax increment revenues Other revenues Total revenues Year ,- Summary of Changes in Net Position 51 Year Ended September 3, 2016 2015 $ 1,084,258 $ 1,256,824 9,585,902 8,317,868 125,095 43,597 10,795,255 9,618,289 I Management's Discussion and Analysis - Unaudited September 30, 2016 Summary of Changes in Net Position (continued) Expenses General government Redevelopment projects Interest on long-term debt Loss on write off and sale of capital assets Total expenses Change in net position Net position beginning of year Net position end of year Year Ended September 30, 2016 2015 2,814,692 2,894,096 3,113,380 1,901,500 680,415 695,516 2,318,658 1,439,836 8,927,145 6,930,948 1,868,110 2,687,341 16,482,839 13,795,498 $ 18,350,949 $ 16,482,839 Tax increment revenues increased by approximately $1.26 million during fiscal year 2016, the result of increased taxable values. Year-to-year expenses increased by approximately $2 million. This was due primarily to the increase in loss on sale of capital assets and increase in expenses for redevelopment projects offset by a reduction in interest on long-term debt. I W WKIC16) M-WIWKTIVI�J The focus of the Agency's governmental funds is to provide information on near-term inflows, outflows and balances of expendable resources. Such information is useful in assessing the Agency's financing requirements. In particular, unreserved fund balance may serve as a useful measure of a government's net resources available for spending at the end of the fiscal year. At the end of fiscal year 2016, the Agency's governmental funds reported an ending fund balance of approximately $11.5 million, of which approximately $83.9 thousand is nonspendable, $3.49 million is committed, $7.15 million is assigned and $839 thousand is unassigned funds. WWWA411WIIIIJ 1101"4111-mi"WW"l-W In fiscal year 2015-2016, actual total revenues were favorable over budgetary estimates by approximately $276 thousand, and actual total expenditures were favorable over budgetary estimates by $603 thousand. Refer to page 24 for budgetary comparison schedule. F I I I It L t Capital Assets During the year ended September 30, 2016, the Agency acquired approximately $1.27 million in capital assets. This includes properties acquired of approximately $1.04 million targeted for redevelopment as outlined in the updated 2016 Boynton Beach Community Redevelopment Plan, and construction in progress projects of approximately $196 thousand are primarily the result of the Marina Open Space, Cottage District and MLK South. 7 'I-I)IIJITIMUNIMPAIt!InmKOJUTno 00 6 E . " - ",- ! 1 -A At the end of fiscal year 2016, the Agency has total bond debt outstanding of approximately $18.74 million. Of this amount, approximately $14.10 million represents the 2012 refunding Revenue Bonds and $4.64 million represents the 2015 Revenue Bonds. The Ioan payable totaling approximately $291 thousand was paid in full during the year. 1 1 1' I •" i' 1 Assessed property valuations within the community redevelopment district increased approximately 8.2% versus prior year resulting in an increase in tax increment revenues of $777 thousand, net of estimated adjustments for tax roll certifications. The Agency's Board approved the 2016-2017 budget including utilization of tax increment revenues for a number of projects including the completion of the Open Space Marina construction project, key acquisition funding, funding for the Town Square project, community police program, neighborhood stabilization -community standards outreach initiative, Heart of Boynton initiatives and the continuation of business and economic incentive programs. This financial report is designed to provide a general overview of the Agency's finances. Questions concerning any of the information provided in this report or requests for additional information should be addressed to Susan Harris, Finance Director at 710 North Federal Highway, Boynton Beach, Florida 33435. � �� r � ? �! � �'�' I a I % MI Ms L = 2 1 �0 =1 � = �&]L MIM MONTRWOM . a Us 111616)*4011mill inoxenme W., 1 0 1 " -3 11IMSHIMIRIN September 30, 2016 DEFERRED OUTFLOW OF RESOURCES Deferred amount on refunding 1,197,519 INEII-M-91 "M Accounts payable and accrued expenses Governmental Deposits payable Activities ASSETS 6,776,250 Cash and cash equivalents $ 11,721,326 Accounts receivables 6,339 Prepaids 83,921 Capital assets, net of accumulated depreciation: 93,502 Land 21,148,470 Furniture and equipment 157,194 Renovations 833,133 Leasehold improvements 61,507 Construction in progress 226,754 Building 1,461,088 Land improvements 526,898 Total assets 36,226,630 DEFERRED OUTFLOW OF RESOURCES Deferred amount on refunding 1,197,519 INEII-M-91 "M Accounts payable and accrued expenses 233,613 Deposits payable 2,085 Long-term liabilities: 6,776,250 Due within one year 1,625,000 Due in more than one year 5,403,970 Bonds and loans payable 17,119,000 Compensated absences 93,502 Total liabilities 19,073,200 IL -11040 IMNOCOU'l Net Investment in capital assets 6,098,524 Restricted for: Capital projects 6,776,250 Debt service 72,205 Unrestricted 5,403,970 Total net position $ 18,3504949 The notes to the basic financial statements are an integral part of this statement. 0 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach, Florida) Functions/Programs Governmental Activities: General government Redevelopment projects Interest on long-term debt Total Statement of Activities Expenses Frogs m Revenues Net (Expense) Revenue and Changes in Net Assets $ 2,814,692 $ 1,084,258 $ (1,730,434) 3,113,380 - (3,113,380) 680,415 - (680,415) $ 6,608,487 $ 1,084,258 $ — (5,524,229) Tax increment revenue $ 9,585,902 Loss on write-off and sale of capital assets (2,318,658) Interest and other income 125,095 Total general revenues 7,392,339 Change in net position 1,868,110 Net position - beginning of year 16,482,839 Net position - end of year $ 18,350,949 The notes to the basic financial statements are an integral part of this statement. 10 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach, Florida) Balance Sheet Governmental Funds September 30, 2016 The notes to the basic financial statements are an integral part of this statement. 11 Total Debt Service Governmental General Fund PKojects Fund Fund Funds ASSETS Cash and cash equivalents $ 4,772,034 $ 6,877,087 $ 72,205 $ 11,721,326 Accounts receivables 6,339 - 6,339 Prepaids 21,969 61,952 - 83,921 Total assets $ 4,800,342 $ 6,939,039 $ 72,205 $ 11,811,586 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable and accrued expenses $ 709824 162,789 $ $ 233,613 Deposits payable 2,085 - 2,085 Total liabilities 72,909162,789 235,698 Fund Balances: Nonspendable 21,969 61,952 - 83,921 Commited 1,022,417 2,397,914 72,205 3,492,536 Assigned 29841502 4,316,384 7,159,886 Unassigned 839,545 - - 839,545 Total fund balances 4,727,433 6,77-6,250 72,205 11,575,888 Total liabilities and fund balances $ 4,800,342 $ 69939,039$ 72,205 11,811,586 The notes to the basic financial statements are an integral part of this statement. 11 Reconciliation • the Balance Sheet - Governmental Funds • the Statement • Net Position Fund balance - governmental funds Amounts reported for governmental activities in the statement of net asset are different because: Capital assets used in governmental activities are not reported in the governmental funds. Capital assets - net of accumulated depreciation q 11111! 111� 1111111qi� Long-term liabilities are not reported in the governmental funds. Compensated absences Bonds and notes payable Net position of governmental activities 12 11,575,888 24,415,044 1,197,519 • (18,744,000) NXIM Governmental Funds For the Year Ended September 30, 2016 REVENUES Tax increment revenue Charges for services Interest and other income Other Total revenues EXPENDITURES General government Redevelopment projects Debt service: Principal Interest and other charges Capital outlay Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES) Proceeds from sale of capital assets Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Fund balances - beginning of year Fund balances - end of year Total Debt Service Governmental General Fund t2hcts Fand Fund Funds 9,585,902 $ $ 9,585,902 1,084,258 1,084,258 25,714 35,190 1,881 62,785 62,310 62,310 10,695,874 97,500 -881 10,795,255 2,626,391 - 2,626,391 - 3,113,380 3,113,390 13 1,577,009 1,577,009 - 561,416 561,416 13,610 1,263,773 - 1,277,383 2,640,001 . . . L,377,153 2,138,425 9,155,579 8,055,873 (4,279,653) (2,136,544) 1,639,676 556,001 556,001 5,034,122 2,142,518 7,176,640 (7,176,640) - (7,176,640) (7,176,640) 5,590,123 . .... 1,142,518 156,001 879,233 1,310,470 5,974 2,195,677 3,849,200 5,465,780 66,231 9,380,211 $ 4,727,433 6,776,250 $ 72,205 _$__ 11p575,888 13 Reconciliation of the Statements of Revenues, Expendituresand • , �i.� r i�.rATIMMO Net changes in fund balances - total governmental funds $ 2,195,677 Amounts reported for governmental activities in the statement of activities are different because: Governmental funds report capital outlay expenditures. However, in the statement of activities, the cost of those assets is depreciated over their estimated useful lives. Expenditures for capital assets 1,277,383 Less current year depreciation expense (169,815) Disposal of capital assets (2,874,659) For governmental funds, the issuance of long-term debt provides current financial resources and the repayment of long-term debt consumes current financial resources. Neither transaction, however, has any effect on net assets. Also, governmental funds report the effect of premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. Principal payments on long-term debt 1,577,009 Write off on note payable balance 752 Amortization on deferred amount on refunding (119,751) Some expenses reported in the statement of activities do not require the use of current financial resource and, therefore, are not reported as expenditures in governmental funds. Net change in long-term compensated absences. (18,486) Change in net position of governmental activities $ 1,868,110 The notes to the basic financial statements are an integral part of this statement. 14 ! , �'W 1 11 ' 1! Component Beach, Florida) Notes to the Basic Financial Statements September 30, 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of the Boynton Beach Community Redevelopment Agency (the "Agency") significant accounting policies is presented to assist the reader in interpreting the basic financial statements. The policies are considered essential and should be read in conjunction with the basic financial statements. The accounting policies of the Agency conform to U.S. generally accepted accounting principles applicable to governmental units. This report, the accounting systems and classification of accounts conform to standards of the Governmental Accounting Standards Board (GASB), which is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The following is a summary of the more significant policies. A. Organization and reporting entity The Agency is a component unit established by the City of Boynton Beach, Florida (the "City") under the authority granted by Florida Statutes 163, Section M. The purpose of the Agency is to promote and guide physical and economic redevelopment in the City and part of Palm Beach County, Florida (the "District"). The Agency is a legally separate entity established by Ordinance number 83-41 of the City on December 20, 1983. The Agency has adopted GASB Statement No. 61, The Financial Reporting Entity: Omnibus—an amendment of GASB Statements No. 14 and No. 34, for the purpose of evaluating whether it has any component units. Based on the criteria therein, the Agency has determined that there are no component units that meet criteria for inclusion in the Agency's financial statements. The Agency is governed by a board comprised of elected officials. The City is considered to be financially accountable for the Agency and in accordance with GASB Statement No. 61, and therefore the Agency is considered to be a blended component unit in the City's comprehensive annual financial report. B. Reporting model The Agency's basic financial statements consist of government -wide statements, including a statement of net position and a statement of activities, and fund financial statements which provide a more detailed level of financial information. Government -wide financial statements The statement of net position and the statement of activities report intormation on all of the activities of the Agency. Governmental activities are reported separately from business -type activities which rely on fees charged to external parties as their primary revenues. The Agency has no business -type activities. The statement of net position reports the Agency's financial position as of the end of the fiscal year. In this statement, the Agency's net position is reported in three categories: net investment in capital assets; restricted net position; and unrestricted net position. The statement of activities presents a comparison between direct expenses and program revenues for each function of the Agency. Direct expenses are those that are clearly identifiable with a specific function. Program revenues include charges for services that are directly related to a given function and grants and contributions that are restricted to meeting the operational or capital requirements of a particular function. Tax increment revenue and other items not meeting the definition of program revenue are reported instead as general revenue. IR ` Component Unitof Boynton ! hFlorida) Notes to the Basic Financial Statements September 30, 2016 B. Reporting model (Continued) Fund financial statements For the fiscal year ending September 30, 2016, the Agency reports three major funds, the General Fund, the Debt Service Fund, and the Projects Fund. The General Fund is classified as a governmental fund and accounts for all financial resources controlled by the Agency. The Debt Service Fund is used to account for the accumulation of resources for the annual payment of principal and interest on long-term obligation debt. The Projects Fund accounts for financial resources to be used for redevelopment programs and the acquisition or construction of capital projects. The governmental fund statement includes reconciliations with brief explanations to better identify the relationship between the government -wide statements and the statements for the governmental fund. C. Measurement focus and basis of accounting The government -wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. The governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the Agency considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when the related fund liability is incurred. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. D. Cash, cash equivalents and investments Cash and cash equivalents are defined as short-term highly liquid investments that are both readily convertible to known amounts of cash and have an original maturity of three months or less from the date of purchase_ Cash and cash equivalents consist of petty cash and deposits with financial institutions qualified as public depositories under Florida law. All deposits are insured by federal depository insurance and/or collateralized with securities held in Florida's multiple financial institution collateral pool as required by Chapter 280, Florida Statutes. Investments made locally consist of amounts placed in obligations of United States Government Agencies and Instrumentalities, and are reported at fair value. The Agency is authorized to invest in direct obligations of the United States of America or any agency thereof, interest bearing time or demand deposits with any qualified depository institution, commercial paper, bankers' acceptances, state and/or local government taxable debt, mutual funds, repurchase agreements and the State Treasurer's investment pool, which has the characteristics of a money market fund. E. Capital assets Capital assets are defined by the Agency as assets with an initial, individual cost of $1,000 or more and an estimated useful life of more than one year. These assets are recorded at historical cost. Donated capital assets are recorded at estimated fair value at the date of donation. Capital assets are depreciated using the straight-line method over the assets' estimated useful lives of all reported capital assets, except land and land improvements_ The estimated useful life of furniture, fixtures and equipment is four to ten years. 16 September 30, 2016 F. Fund equity / net position Fund eguity GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, establishes criteria for classifying fund balances into specifically defined classifications and clarifies definitions for governmental find types. Fund balances for governmental funds are reported in classifications that comprise a hierarchy based primarily on the extent to which the government is bound to honor constraints on the specific purposes for which amounts in those funds can be spent, as follows: • Nonspendable fund balance - amounts that cannot be spent because they are either (a) not in spendable form or (b) legally or contractually required to be maintained intact. • Restricted fiend balance - amounts that are restricted to specific purposes when constraints placed on the use of resources are either by (a) externally imposed by creditors (such as debt covenants), grantors, contributors, or laws or regulations of other governments; or (b) imposed by law through constitutional provisions or enabling legislations. • Committed fund balance - amounts that can only be used for specific purposes pursuant to constraints imposed by formal action of the government's highest level of decision making authority. • Assigned fund balance - amounts that are constrained by the government's intent to be used for specific purposes, but are neither restricted nor committed. ■ Unassigned fund balance - amounts that have not been assigned to other funds and that have not been restricted, committed, or assigned to specific purpose within the general fund. When both restricted and unrestricted amounts are available for use, it is the Agency's practice to use restricted resources first. Additionally, the Agency would first use committed, then assigned, and lastly unassigned amounts of unrestricted fund balance. Net position The government -wide financial statements utilize a net position presentation. Net position can be categorized as net investment in capital assets, restricted, or unrestricted. The first category represents capital assets, less accumulated depreciation and net of any outstanding debt associated with the acquisition of capital assets. Restricted net position represent amounts that are restricted by requirement of debt indenture or enabling legislation. Unrestricted net position represents the net position component of the Agency which is not restricted for any project or purpose. When both restricted and unrestricted resources are available for use, it is the Agency's policy to use unrestricted resources first, and then restricted resources as they are needed. G. Bond premiums, discounts and issuance costs In the government -wide financial statements, bond premiums and discounts are deferred and amortized over the life of the bonds using the straight line method. Bonds payable are reported net of the applicable bond premium or discount. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts are reported as other financing uses. Issuance costs are reported as debt service expenditures in the fund financial statements and redevelopment projects expense in the government -wide financial statements. 17 Notes to the Basic Financial Statements September 30, 2016 H. Deferred outflows of resources The statement of financial position reports a separate section for deferred outflows of resources representing a consumption of net position that applies to a future period and is not recognized as an outflow of resources in the current period. The Agency has only one item that qualifies for reporting in this category, the deferred charge on refunding reported in the government -wide statement of net position. A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the life of refunded debt. I. Revenue sources Tax increment revenues are the primary source of revenue for the Agency. Tax increment revenues are collected from two governmental entities that levy property taxes within the legally defined redevelopment area of the Agency, which is the City of Boynton Beach, Florida and Palm Beach County, Florida. J. Compensated absences It is the Agency's policy to permit employees to accumulate earned but unused vacation and sick pay. Employees may, depending on their level of service and policy of the Agency, be paid for various amounts of their total accrued leave by the end of each fiscal year, upon termination or retirement. The Agency accrues a liability for leave hours that meet the criteria for payment at the eligible employees' current rates of pay. K. Use of Estimates The preparation of financial statements 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 statements and accompanying notes. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. L. Reclassifications Certain prior year amounts have been reclassified to conform to the current year's presentation. 2. CASH, CASH EQUIVALENTS AND INVESTMENTS All of the Agency's bank deposits are insured by the Federal Deposit Insurance Corporation or collateralized in accordance with Florida Security for Public Deposits Act (the "Act"). Under the Act, every qualified public depository shall deposit with the Treasurer eligible collateral having a market value equal to 50% of the average daily balance for each month that all public deposits are in excess of any applicable deposit insurance. If the public deposits exceed the total amount of the regulatory capital accounts of a bank or the regulatory net worth of a savings association, the required collateral shall have a market value equal to 125% of the deposits. The Agency's investment policy is designed to ensure the prudent management of funds, and the availability of operating and capital funds when required, while earning a competitive return within the policy framework. The primary objectives, in order of priority, of investment activity shall be safety, interest rate risk, liquidity and yield. As of September 30, 2016, the Agency does not have any investments. a 4 ilMl' • �'a rusyAagelli OMNI i'. Notes to the Basic Financial Statements September 30, 2016 . CAPITAL ASSETS Capital assets activity for the year ended September 30, 2016, is as follows: Balance at Deletions/ Balance at 9130/2015 Additions Write offi 9130/2016 Capital assets, not being depreciated: Land $ 22,087,226 Construction in progress 421,841 Total capital assets, not being depreciated 22,509,067 Capital assets, being depreciated: Building Renovations Land improvements Leasehold improvements Furniture and equipment Total capital assets, being depreciated Less accumulated depreciation for: Building Renovations Land improvements Leasehold improvements Furniture and equipment Total accumulated depreciation Total capital assets, being depreciated, net Total capital assets, net of accumulated depreciation 1,531,272 1,652,247 589,079 147,145 $ 1,040,616 $ (1,979,372) $ 21,148,470 196,492 (391,579) 226,754 1,237,108 __IZ,370,951L $21,375,224 - 1,531,272 (577,500) 1,074,747 589,079 147,145 320,524 40,275 a 360,799 4,240,267 40,275 (577,500) 3,703,042 (31,902) (267,671) (22,909) (72,982) (171,735) (567,199 3,673,068 (38,282) (47,735) (39,272) (12,656) (31,870) (169,81 (129,540) 73,792 (70,184) (241,614) (62,181) (85,638) (203,605) (663,222 3,039,820 26,182,135 $ 1,107,5 $ (2,874,659) $ 24,415,044 Depreciation expense of $169,815 was charged to general government for fiscal year 2016. At September 30, 2016, bonds and loans payable consist of the following: BONDS: 2012 Tax Increment Refunding Revenue Bonds dated October 18, 2012, due in annual principal installments of $143,000 to $1,530,000 through October 1, 2026, bearing an interest rate of 2.56°/u. $ 14,099,000 2015 Tax Increment Refunding Revenue Bonds, dated March 26, 2015 due in annual principal installments of $360,000 to $725,000 through October 1, 2026, bearing an interest rate of 3.3%. 4,645,000 $ 18,7 ,000 The annual requirements to amortize bonds and loans payable outstanding as of September 30, 2016, are as follows: 19 BI NO 0 C ! 0 k5l W h " ! 1 two Oil i- . ul 'W"NOM . wl Notes to the Basic Financial Statements tIO 5 M LA is 1 �� 2012 Tax Increment 2015 Tax Increment Fiscal Refunding Revenue Bonds Refunding Revenue Bonds Totals Due within Year(s) Principal Interest Principal Interest Principal Interest 2017 $ 1,265,000 $ 360,934 $ 360,000 $ 153,285 $ 1,625,000 $ 514,219 2018 1,300,000 328,550 370,000 141,405 1,670,000 469,955 2019 1,331,000 295,270 380,000 129,195 1,711,000 424,465 2020 1,367,000 261,197 395,000 116,655 1,762,000 377,852 2021 1,397,000 226,202 410,000 103,620 1,807,000 329,822 2022-2026 7,439,000 576,384 2,730,000 299,310 10,169,000 875,694 14,099,000 $ 2,048,538 $ 4,645,000 $ 94.3,470 $ 18,744,000 $ 1,992,008 The changes in long-term liabilities for the year ended September 30, 2016 are summarized as follows: In fiscal years 2015 and 2013, the Agency defeased certain increment revenue bonds, placing the proceeds of new refunding bonds in an irrevocable trust to provide for all future debt service on the refunded portions of the increment revenue bonds. Accordingly, the trust account assets and the liability for the defeased bonds are not included in the Agency's financial statements. The refundings resulted in a difference between the reacquisition price and the net carrying amount of the old debt, which is being charged to operations through 2026 using the effective -interest method. As of September 30, 2016, there are no outstanding balances on either of the defeased bonds. At September 30, 2016, the Agency reported the following governmental fund balances: • Nonspendable fund balance - These amounts cannot be spent because they are either (a) not in spendable form or (b) legally or contractually required to be maintained intact. • Committed fund balance - these amounts can only be used for specific purposes pursuant to constraints imposed by the Board of the Agency. The items cannot be removed unless the Board removes it in the same manner it was implemented. • Assigned fund balance - these amounts are approved and constrained by the Agency's intent to be used for specific purposes, but are neither restricted nor committed. • Unassigned fund balance - These amounts have not been assigned to other funds and have not been restricted, committed, or assigned for a specific purpose. Below is a table of fund balance categories and classifications, by fund, at September 30, 2016: 20 Balance at Balance at Due within 9130115 Additions Deletions 9130116 one year Bonds payable 20,031,000 - (1,287,000) $ 18,7 ,000 1,625,000 Notes payable 290,762 - (290,762) Compensated absences 75,016 18,486 - 93,502 Total long-term liabilities $ 20,396,778 $ 18,486 $ (1,577,762) $ 18,837,502 $ 1,625,000 In fiscal years 2015 and 2013, the Agency defeased certain increment revenue bonds, placing the proceeds of new refunding bonds in an irrevocable trust to provide for all future debt service on the refunded portions of the increment revenue bonds. Accordingly, the trust account assets and the liability for the defeased bonds are not included in the Agency's financial statements. The refundings resulted in a difference between the reacquisition price and the net carrying amount of the old debt, which is being charged to operations through 2026 using the effective -interest method. As of September 30, 2016, there are no outstanding balances on either of the defeased bonds. At September 30, 2016, the Agency reported the following governmental fund balances: • Nonspendable fund balance - These amounts cannot be spent because they are either (a) not in spendable form or (b) legally or contractually required to be maintained intact. • Committed fund balance - these amounts can only be used for specific purposes pursuant to constraints imposed by the Board of the Agency. The items cannot be removed unless the Board removes it in the same manner it was implemented. • Assigned fund balance - these amounts are approved and constrained by the Agency's intent to be used for specific purposes, but are neither restricted nor committed. • Unassigned fund balance - These amounts have not been assigned to other funds and have not been restricted, committed, or assigned for a specific purpose. Below is a table of fund balance categories and classifications, by fund, at September 30, 2016: 20 JLIMO Sol gs) 11golay'rivi 0=9 40, I rel hT-4 I- P, ri 91 An �11 N 71 704 10,- "I, � 0�1 I I �-f �Ik 6. INTERFUND TRANSFERS During the fiscal year ended September 30, 2016, the General Fund transferred $5,034,122 and $2,142,518 to the Projects Fund and Debt Service Fund, respectively. The transfers made to the Projects Fund were to fund the costs of ongoing redevelopment projects. The transfers made to the Debt Service Fund were to fund the annual debt service expenditures on the bonds and loans payable. 7. HOMEBUYER ASSISTANCE PROGRAM The Agency established the Homebuyer Assistance Program to assist local residents with the purchase of a home by providing a subsidy in an amount not to exceed $50,000 per homeowner. The subsidy is secured by a mortgage, which is required to be paid back only under certain circumstances outlined in the mortgage agreement. The mortgage is forgiven if the homeowner remains in the home during the full term outlined in the agreement. The amount of mortgages receivable outstanding at September 30, 2016 total $1,30,672 Given the nature of these loans, collection is -uncertain, and therefore an allowance for uncollectible mortgages has been established at 100% of the value of the mortgages receivable outstanding. Consequently these mortgages are not recognized on the financial statements. 8. RISK MANAGEMENT The Agency is exposed to various risks of loss related to torts, theft of damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The Agency purchases commercial insurance for the risks of loss to which it is exposed. Policy limits and deductibles are reviewed by management and established at amounts to provide reasonable protection from significant financial loss. Settlements did not exceed insurance coverage in the past three fiscal years. 9. COMMITMENTS AND CONTINGENCIES A. Economic development programs The Agency established Economic Development Programs in an effort to promote the redevelopment of existing businesses located in the City as well as attract new businesses to Boynton Beach. These programs for commercial businesses include Facade Programs, Rent Subsidy, Interior Build -Out and Signage. During fiscal year 2016, the Agency closed and disbursed $425,566 in Economic Development Grants. 21 Debt General Projects Service Fund Fund Fund Nonspendable $ 21,969 $ 61,952 $ Committed 1,022,417 2,397,914 72,205 Assigned 2,843,502 4,316,384 Unassigned 839,545 ----- ---- - . ............ - Total $4,727,433 $6,776,250 $ 72,205 6. INTERFUND TRANSFERS During the fiscal year ended September 30, 2016, the General Fund transferred $5,034,122 and $2,142,518 to the Projects Fund and Debt Service Fund, respectively. The transfers made to the Projects Fund were to fund the costs of ongoing redevelopment projects. The transfers made to the Debt Service Fund were to fund the annual debt service expenditures on the bonds and loans payable. 7. HOMEBUYER ASSISTANCE PROGRAM The Agency established the Homebuyer Assistance Program to assist local residents with the purchase of a home by providing a subsidy in an amount not to exceed $50,000 per homeowner. The subsidy is secured by a mortgage, which is required to be paid back only under certain circumstances outlined in the mortgage agreement. The mortgage is forgiven if the homeowner remains in the home during the full term outlined in the agreement. The amount of mortgages receivable outstanding at September 30, 2016 total $1,30,672 Given the nature of these loans, collection is -uncertain, and therefore an allowance for uncollectible mortgages has been established at 100% of the value of the mortgages receivable outstanding. Consequently these mortgages are not recognized on the financial statements. 8. RISK MANAGEMENT The Agency is exposed to various risks of loss related to torts, theft of damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The Agency purchases commercial insurance for the risks of loss to which it is exposed. Policy limits and deductibles are reviewed by management and established at amounts to provide reasonable protection from significant financial loss. Settlements did not exceed insurance coverage in the past three fiscal years. 9. COMMITMENTS AND CONTINGENCIES A. Economic development programs The Agency established Economic Development Programs in an effort to promote the redevelopment of existing businesses located in the City as well as attract new businesses to Boynton Beach. These programs for commercial businesses include Facade Programs, Rent Subsidy, Interior Build -Out and Signage. During fiscal year 2016, the Agency closed and disbursed $425,566 in Economic Development Grants. 21 Notes to the Basic Financial Statements September 30, 2016 B. Lease commitments The Agency leases a building under a ten year commercial lease agreement with a remaining term of six years and base rent increases of 4% a year plus expenses for real estate taxes, insurance and maintenance of the property. The lease is non -cancelable until year 7. If terminated during years 7 through 10, the Agency is obligated to pay a portion of the monthly rent dependent on the termination year. Under the terms of the lease, the Agency was responsible for interior renovations totaling $88,000. The landlord will credit the Agency a total of $73,000 proportionately in years 8, 9 and 10 of the lease unless the Agency terminates the lease. Rental costs for the year ended September 30, 2016 totaled $85,445. Future minimum lease payments are as follows: The Agency participates in a 401(a) defined contribution retirement plan and a 457(b) deferred compensation plan (the "Plans"). The Plans are qualified under Sections 401(1), 403 (a) and 501(a) of the Internal Revenue Code. The Plans are administered by independent trustees. All employees who meet the requirements are qualified to participate. Employees make voluntary contributions to the 457(b) plan. The Agency's required contribution is 5% of the total salaries of qualified participants. Employer contributions to both plans in fiscal year 2016 totaled $119,443. The Agency is a blended component unit of the City of Boynton Beach, Florida. For the year ended September 30, 2016, the Agency's tax increment revenues include $5,971,583 received from the City. In addition, the Agency reimbursed the City for services performed on behalf of the Agency such as recording, information technology services, Clean & Safe program, landscape and maintenance services, festival expenses, human resource and payroll services, facility rental and permitting fees paid during the year. Payments to the City for these services during the year ended September 30, 2016 totaled $260,005. The Agency evaluated subsequent events through December 13, 2016, the date the financial statements were available to be issued, and does not believe that there are any such events or transactions that require disclosure. Ill! 1111111 111 11111, o 22 September 30, 2016 13. NEW PRONOUNCEMENTS ISSUED (Continued) • GASB Statement No. 73, Accounting and Financial Reporting for Pensions and Related Assets That Are Not within the Scope of GASB Statement 68, and Amendments to Certain Provisions of GASB Statements 67 and 68, which is effective for the fiscal year ending September 30, 2017. • GASB Statement No. 74, Financial Reporting for Postemployment Benefit Plans Other Than Pension Plans, which is effective for the fiscal year ending September 30, 2017. • GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions, which is effective for the fiscal year ending September 30, 201 S. ® GASB Statement No. 77, Tax Abatement Disclosures, which is effective for the fiscal year ending September 30, 2017. • GASB Statement No. 78, Pensions Provided through Certain Multiple Employer Defined Benefit Pension Plans, which is effective for the fiscal year ending September 30, 2017. • GASB Statement No. 79, Certain External Investment Pools and Pool Participants, which is effective for the fiscal year ending September 30, 2017. ® GASB Statement No. 80, Blending Requirements for Certain Component Units — an amendment of GASB Statement No. 14, which is effective for the fiscal year ending September 30, 2017. • GASB Statement No. 81, Irrevocable Split -Interest Agreements, which is effective for the fiscal year ending September 30, 2018. • GASB Statement No. 82, Pension Issues — an amendment of GASB Statements No. 67, No. 68, and No. 73, which certain requirements are effective for the fiscal year ending September 30, 2017, and certain other requirements effective for fiscal year ending September 30, 2018. 9 ` 1��s1 mm' 1 r I 1 11, . # # it BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach, Florida) Budgetary Comparison Schedule (Unaudited) General Fund The notes to the Budgetary Comparison Schedule are an integral part of this schedule. 24 Variance with Final Budget - Original Positive u get Final get Actual ( egative) REVENUES Tax increment revenue $ 9,319,593 $ 9,319,593 $ 9,535,902 $ 266,309 Charges for services 1,100,000 1,100,000 1,084,258 (15,742) Interest and other income - - 25,714 25,714 Total revenues 10,419,593 10,419,593 10,695,874 276,281 EXPENDITURES General government 3,242,953 3,242,953 2,626,391 616,562 Capital Outlay _ - 13,610 (13,610) Total expenditures 3,242,953 3,242,953 2,640,001 602,952 Execs of revenues over expenditures 7,176,640 7,176,640 x,055,473 879,233 The notes to the Budgetary Comparison Schedule are an integral part of this schedule. 24 (A Component Unit of the City of Boynton Beach, Florida) ITMATMOV �1- 0 M September 30, 2016 The Agency is required to establish a budgetary system and an approved annual budget for the General Fund, Debt Service Fund and Project Fund. The Agency's budgeting process is based on estimates of cash receipts and cash expenditures which are approved by the Board. In accordance with generally accepted accounting principles, budgetary comparison information is disclosed only for the General Fund. The budget is adopted on the modified accrual basis of accounting, consistent with generally accepted accounting principles, with the exception of compensated absences. Compensated absences are budgeted only to the extent expected to be paid, rather than on the modified accrual basis. Any budget amendments that increase the aggregate budgeted appropriations must be approved by the Board. The legal level of budgetary control, the level at which expenditures may not exceed budget, is in the aggregate. RR 1 1 I ! !' jir•r• r•� r � �rr r r i r: rr r � willir r :rL'1 TIBMW on an Audit of iicial StatemenPerformed in Accordance With Government Auditing Standards To the Board of Commissioners Boynton Beach Community Redevelopment Agency: We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities and each major fund of the Boynton Beach Community Redevelopment Agency (the Agency), a component unit of the City of Boynton Beach, Florida, as of and for the year ended September 30, 2016, and the related notes to the financial statements, which collectively comprise the Agency's basic financial statements, and have issued our report thereon dated December 13, 2016. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Agency's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Agency's internal control. Accordingly, we do not express an opinion on the effectiveness of the Agency's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these ]imitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Agency's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. MR Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and complianci, and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is -not suitable for any other purpose. Miami, Florida December 13, 2016 27 Management Letter in Accordance with the Rules of the Auditor General of the State of Florida To the Board of Commissioners Boynton Beach Community Redevelopment Agency: Report on the Financial Statements We have audited the financial statements of the Boynton Beach Community Redevelopment Agency (the Agency), a component unit of the City of Boynton Beach, Florida, as of and for the fiscal year ended September 30, 2016, and have issued our report dated December 13, 2016. Auditor's Responsibility We conducted our audit in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and Chapter 10.550, Rules of the Florida Auditor General. Other Report We have issued our Independent Auditors' Reports on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of the Financial Statements Performed in Accordance with Government Auditing Standards. Disclosures in that reports, which is dated December 13, 2016, should be considered in conjunction with this management letter. Prior Audit Findings Section 10.554(i)(i)l., Rules of the Auditor General, requires that we determine whether or not corrective actions have been taken to address findings and recommendations made in the preceding annual financial audit report. There were no findings or recommendations made in the preceding annual financial audit report. Official Title and Legal Authority Section 10.554(1)(i)4., Rules of the Auditor General, requires that the name or official title and legal authority for the primary government and each component unit of the reporting entity be disclosed in this management letter, unless disclosed in the notes to the financial statements. Such disclosures are made in note 1(A) to the Agency's financial statements. Financial Condition Section 10.554(1)(i)5.a., Rules of the Auditor General, requires that we report the results of our determination as to whether or not the Agency has met one or more of the conditions described in Section 218.503(1), Florida Statutes, and identification of the specific condition(s) met. In connection with our audit, we determined that the Agency did not meet any of the conditions described in Section. 218.503(1), Florida Statutes. 28 Pursuant to Sections 10.554(1)(i)5.c. and 10.556(8), Rules of the Auditor General, we applied financial condition assessment procedures as of September 30, 2016. It is management's responsibility to monitor the Agency's financial condition, and our financial condition assessment was based in part on representations made by management and the review of financial information provided by same. Annual Financial Report Section 10.554(1)(i)5.b., Rules of the Auditor General, requires that we report the results of our determination as to whether the annual financial report for the Agency for the fiscal year ended September 30, 2016, filed with the Florida Department of Financial Services pursuant to Section 218.32(1)(a), Florida Statutes, is in agreement with the annual financial audit report for the fiscal year ended September 30, 2016. As of the date of our report, the Agency has not filed its annual financial report with the Florida Department of Financial Services. Other Matters Section 10.554(1)(i)2., Rules of the Auditor General, requires that we address in the management letter any recommendations to improve financial management. In connection with our audit, we did not have any such recommendations. Section 10.554(1)(i)3., Rules of the Auditor General, requires that we address noncompliance with provisions of contracts or grant agreements, or abuse, that have occurred, or are likely to have occurred, that have an effect on the financial statements that is less than material but which wan -ants the attention of those charged with governance. In connection with our audit, we did not have any such findings. Purpose of this Letter Our management letter is intended solely for the information and use of the Florida Legislative Auditing Committee, members of the Florida Senate and the Florida House of Representatives, the Florida Auditor General, and the Board of Directors and management of the Agency, and is not intended to be and should .not be used by anyone other than these specified parties. 10" *46 t"M;4 Miami, Florida December 13, 2016 W BOYNTON; I'M" MoB EACH :CRA ADVISORY BOARD qi', ;111 11 , I J =Ell SUBJECT: Discussion of Purchase and Development Agreement for the Property Located Federal Highway. .1,10:MWIT-M W-1 ME F-7 M 1 [old @W4 IN MIN kIT"WO 0 WAMMAI M18 K1 This Purchase and Development Agreement (hereinafter "Agreement") is made entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEAC I t COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Ch �i apt 163, Part III, of the Florida Statutes (hereinafter "SELLEW') and OCEAN ONE BOYNT LLC or its assigns (hereinafter "PURCHASEW). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the tem and conditions hereinafter set forth, the Property which consists of a parcel located in P Beach County, Florida (the "Property") and more particularly described as follows: I See Attached Exhibit "A". 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for thc;, Property shall be Ten Dollars ($10.00), receipt of which is hereby acknowledged. The parties agree that SELLER is conveying the Property to PURCHASER for the construction of a mixed- use development with at least 200 residential units (the "Development Projeef'). SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to ["URCHASER. 3. DEPOSIT. $1,000.00. 201 a a Noma d MA, 0 COL'i 134 I. I INWO I I 6,. TITLE TOBE CONVEYED. At Closing, SELLER shall convey PURCHASER, by Special Warranty Deed in the form substantially in accordance with E attached hereto and complying with the requirements of the Title Commitment (hereinaft defined), valid, good, marketable and insurable title in fee simple to the Property, free and cle of any and all liens, encumbrances, conditions, easements, assessments, restrictions and oth conditions except only the following (collectively, the "Permitted Exceptions"): (a) neral re estate taxes and d — r PAWpDocs\Ocean One BoyntonTurchase & Development Agreement9 PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 20 no obligation to incur costs or initiate legal proceedings in addressing the PURCHASER'S Title Objections. In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period, or (ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, the Deposit, if any, shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the it, Company to issue an updated Title Commitment ("Title Update") covering the Property. If Title Update contains any conditions which did not appear in the Title Commitment, and I, su items render title unmarketable, PURHCASER shall have the right to object to such new different conditions in writing prior to Closing. All rights and objections of the Parties wi respect to objections arising from the Title Update shall be the same as objections to iteni appearing in the Title Commitment, subject to the provisions of this Section. At closing, SELLER agrees to provide reasonable affidavits reasonably requir by the Title Company to be able to delete standard title exceptions such as parties in possessio e unrecorded title exceptions, mechanic's liens, "gap" coverage and Foreign Investment R Property Tax Act. 7.3 Survqy Review. PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.2 concerning title objections. 11.1-001, 1"11,1111,1610 a It. oil 8 low 0 1 010MA 0 1 cKWMT4 WsTsTl M441 ZZETIVIRAIgN IN R ago I ... 1171 1 8.2 Condition ofPro peqy. The Property is being sold in as -is condition. 8.3 Pending Proceedings. At Closing, there shall be no litigation administrative agency or other governmental proceeding of any kind whatsoever, pending threatened, which has not been disclosed, prior to closin& and accepted by PURCHASER. I 8.4 ComRliance with Laws and Regulations. The Property shall be in eoMpliance with all appliedble federal., state and 11cal laws. ordinmces..-wales, M�tLjL ir qtL_js_ Q-mdg& talol-AMMI-MM �1-1 �14 Page 4 of 20 8.5 CRA Approval. The closing of this Agreement is expressly conting upon the final approval by the City of Boynton Beach of the Site Plan for the Developml, FPToject. 9. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1 Deed. A Special Warranty Deed (the "Deed") conveying PURCHASER valid, good, marketable and insurable fee simple title to the Property free clear of all liens, encumbrances and other conditions of title other than the Pe—vn-ilLe 9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge no in&dly- devcukmor', the Property under the applicable construction lien law; and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non -foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its aY davits referenced above or any other document reasonably required by the Title Company, the same shall be deemed an uncured Title Objection. 9.3 Closigg Statement. A closing statement setting forth the Purchase Price, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which SELLER shall also execute and deliver at Closing. MMME "M 41M*1(V;qII111r�1WAMUt 9.5 Additional Documents. Such other documents as PURCHASER or Title Company may reasonably request that SELLER execute and deliver, and any oth I iocuments required by this Agreement or reasonably necessary in order to close this transactloi md effectuate the terms of this Agreement. M 10.1 Prorations. Taxes and assessments, if any, for the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's r'llage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based 11 an estimate shall, at request 1f either 1arty, be readjusted u1on Page 5 of 20 10.2 Closing Costs. PURCHASER shall pay for documentary stamps on deed recording the deed and aV.@eneral closin- ex-renses �settlement J-1. packages, etc.). Each party shall be responsible for their own attorneys' fees. PURCHASER shall be responsible for the payment of the survey and the title insurance search and policies. i 10.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent designated by PURCHASER, the Closing Documents. The Closing Agent shall, at Closing; deliver the Closing Documents and a'�marked- up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.4 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgment�-, applicable to and encumbering the Property. 11.1 Sellei's Revresentations and Warranties. SELLER hereby represents, covenants and warrants to PURCHASER. as of the Effective Date �I T-112- liff "I'M 11.2 Authority. 'the execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.3 Title. SELLER is and will be on the Closing Date, the owner of 1 vali good, marketable and insurable fee simple title to the Property, free and clear of all li encumbrances and restrictions of any kind, except the Permitted Exceptions (and encuwmbranc of record which will be discharged at Closing). 1 in accordance herewith and such failure to close is not as a result of a SELLER default title/survey defect, subject to the provisions of Paragraph 12.3 below, SELLER may termi this Agreement and be entitled to retain the Deposit, following which neither PURCHASER SELLER shall have any fin-ther obligations or liabilities under this Agreement. PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 20 by persons claiming by, through or under PURCHASER, but not otherwise. 12.2 Seller's Default. In the event that SELLER shall fail to fully and timely Perform anv of its obligations or covenants hereu-Tder or if a-ry of SFLLF12'Q, C611�01=wrsxlim- ONT"1191 M 0-1170 delivered to SELLER, in which event PURCHASER may (i) seek an action for specific performance; (ii) seek damages not to exceed PURCHASER'S documented out of pocket expenses; or (iii) terminate this Agreement and neither Party shall have any further rights hereunder. 12.3 Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non -defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from deliw of the notice durini which Ae gefault, Jg!g ij J,j i Both parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period, the non -defaulting Party may exercise the remedies described above. 12.4 Survival. The provisions of this Section 12 shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall cosieliverewhen receivy certified mail, return receit requested, rson 11 ndered dd ed bpor pe ielivery to the following addresses: If to Seller: Boynton Beach Community Redevelopment Agen Executive Director, Vivian L. Brooks 7 10 N. Federal Highway Boynton Beach, Florida 33435 With a or to: Tara Duhy, Esq. Lewis, Longman & Walker, P.A. 515 North Flagler Drive Suite 1500 West Palm Beach, Florida 33401 If to Buyer: William Morris Ocean One Boynton, LLC 777 E. Atlantic Avenue, #100 Delray Beach, FL 33483 tat F!'age 7 of 20 Mr. Davis Camalier 1629 K Street N.W. Suite 1200 Washing_tgn. DC 20001 Mr. Michael Ross 9804 S. Military Trail Suite El I Boynton Beach, FL 33436 With a copy to: Gary S. Dunay, Esq. Dunay, Miskel and Backman, LLP 14 SE 4th Street, #36 Boca Raton, FL 33432 14. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of Agreement are hereby made binding on, and shall inure to the benefit of, the successors permitted assigns of the Parties hereto. 15. RISK OF LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of SELLER, PURC14ASER may elect, as its sole option, to terminate this Agreement and the parties shall have no fin-ther obligations under this agreement, or PURHCASER may accept the Property without any reduction in the value of the Property. 16. BROKER FEES. The Parties hereby confirm that neither ot them has dealt with any broker in connection with the transaction contemplated by this Agreement. Each Party shall indemnify, defend and hold hannless the other Party from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting ftorn my agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with my broker or finder in connection with this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and CRA does not otherwise waive its sovereign immunity rights. The provisions of this Section shall survive Closing or termination of this Agreement. 17. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, thi V'roperty and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. In addition, SELLER has not received anV notices of anu-violation of• -tif violation of municipal ordinances. =90M WWW ATT Page 8 of 20 of developing a mixed-use project at the northeast comer of Boynton Beach Boulevard and Federal Highway. 18.1 Seller Design Approval. The PURCHASER and SELLER aclmowledge, as the reviewing authority for the Site Plan, that the SELLER has the right to approve the Site Plan and provided such plan meets City code and provides a minimum of 200 residential units, SELLER'S design approval shall have been met. 18.2 Direct Incentive and Benefits Agreement. The PURCHASER intends to enter into a direct incentive and benefits agreement to be provided to Seller at a later date. 18.3 Development Timeline. PURCHASER has previously filed its application for development approvals for the Development Project and PURCHASER agrees to diligently and continuously pursue such development approvals until the issuance of a building permit. PURCHASER agrees to commence construction of Phase I of this Agreement within three (3) years from the date of closing hereunder. In addition, once the building permit is issued, PURCHASER agrees to diligently and continuously pursue completion of construction of the Development Project, subject to phasing of the improvements and Rjrther subject to force majeure and other matters beyond the reasonable control of PURCHASER. 19.1 General. This Agreement and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. 'Ae Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern, District Court of Florida. 19.2 Computation of Time. Any reference herein to time periods which arein measured in Business Days and which are less than six (6) days, shall exclude Saturd Y' Sundays and legal holidays in the computation thereof. Any time period provided for in Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on next full Business Day. Time is of the essence in the performance of all obligations under th Agreement. Time periods commencing with the Effective Date shall not include the Effecti, Date in the calculation thereof 19.3 Waiver. Neither the failure of a party to insist upon a strict performanci. Page 9 of 20 OF -111 -t;N I I 1�) I INIVIO MMAt 0 1 remedies that a party may have or a waiver of any subsequent breach or default in any of su terms, provisions, covenants, agreements or conditions. This paragraph shall survive terminati of this Agreement and the Closing. 19.4 Construction of Agreement. The Parties to this Agreement, throu .emen 1 counsel, have participated freely in the negotiation and preparation hereof. Neither Agreement nor an amendment hereto shall be more strictl� As used in this Agreement or any amendment hereto, the masculine shall include the ferninin the singular shall include the plural, and the plural shall include the singular, as the context m require. Provisions of this Agreement that expressly provide that they survive the Closing nomgento the Deed. 19.5 Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent. be invalid or unenforceable. neither the r . ' 0 k I 11MV.41 MM. J 1111 IM-1011014MON, 7TO Fro M. 11 NIM I Mi VEIN I I 1 (61 a I I E. 19.7 Waiver of Lwy Trial. As an inducement to PURCHASER agreeing to enter into this Agreement PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 19.8 Attorne3Ls Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 19.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the CRA and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 19. 10 Recording. This Agreement may be recorded in the Public Records of Palm Beach County, Florida. 19.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the SELLER Property Deed and PURCHASER'S possession of the Property. Page 10 of 20 19.12 SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its • attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. 19.13 Public Records. SELLER is public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the • shall: b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; c. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining public records and transfer to the SELLER, at no cost, all public records in possession of the PURCHASER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. e. The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. If PURCHASER fails to cure the default within seven (7) days' notice from the SELLER, the SELLER may terminate the Agreement. Page I I of 20 =4 OIEIIII I 1111007M By: _ Print Name: Title - Date: Witnesses: U-IMEMR= COUIRMITIM � 1 MOM, 11 w-, I I I NJ VATI" 011 a 0 10.5161 a Lgr By: Print Name: Steven B. Grant Title: Chair I Witnesses: Page 12 of 1 1` • SUBJECT TO RESTRICTIONS, RESERVATIONS, EASEMENTS AND COVENANTS OF RECORD, IF ANY, TO THE EXTENT THAT SAME ARE VALID AND ENFORCEABLE. DESCRIPTION: (TAKEN FROM SPECIAL WARRANTY DEED DATED OCTOBER 3,1960 IN OFFICIAL RECORD BOOK 564, PAGE 180) LOTS 1 AND 2, AGREEMENT PLAT, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 10 AT PAGE 2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; BEING ALSO DESCRIBED AS LOTS 1 AND 2, FUNK BROS. ADDITION PER PLAT BOOK 2, PAGE 13; WHICH LIES WITHIN 50.00 FEET EASTERLY OF THE WEST LINE OF SECTION 27, TOWNSHIP 45 SOUTH, RANGE 43 EAST; "T►1 THAT PART OF THE AFOREMENTIONED LOT 1 OF AGREEMENT PLAT, WHICH IS INCLUDED IN THE EXTERNAL AREA FORMED BY A 12 FOOT RADIUS ARE TANGENT TO THE NORTH LINE OF SAID LOT (BEING 15.00 FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF SAID SECTION 27), AND TANGENT TO A LINE 50.00 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAID SECTION 27. SUBJECT TO THE EXISTING RIGHT-OF-WAY FOR STATE ROAD 5; SAID PARTS CONTAINING 0.062 OF AN ACRE, MORE OR LESS. AND LESS AND EXCEPT ADDITIONAL ROAD RIGHT OF WAY FOR N.E. 2ND AVENUE, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT 1, AGREEMENT PLAT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 10, PAGE 2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA: THENCE RUN SOUTH 89 DEGREES 45'09" EAST ALONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 37.28 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF N.E. 2ND AVENUE AS NOW LAID OUT AND THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89 DEGREES 45'09" EAST ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE NORTH LINE OF LOT 1, A DISTANCE OF 254.12 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF N.E. 6TH COURT AS NOW LAID OUT; THENCE RUN SOUTH 01 DEGREES 23'56" EAST, ALONG SAID WEST y ' i'1 * • 1 Page , of 20 'TE-U9TMTVE1'V-f7A-U?, Vage 15 of 20 RECORD & RETURN TO; Gary S. Dunay, Esq. Dunay, Miskel and Backman, L—L1 14 SE 4th Street, #36 Boca Raton, FL 33432 Property Control No. This Indenture, made this day co Boynton Beach Community Development Agency, a public agency created pursuant to Chapti 163, Part III of the Florida Statutes, having a mailing address of 710 N. Federal Highwa:,J Moynton Beach, FL 33432, Grantor and , having a mailing address of 777 E. Atlantic Avenue, #160, D;lr� WITNESSETH, that the Grantor tor and in consideration of the sum of TEN DOLL► ($10.00) and other good and valuable consideration to Grantor in hand paid by Grantee , receipt whereof is hereby acknowledged, has granted, bargained and sold to the said Grantee 41 Grantee's heirs, successors and assigns forever, the following described land, situate, lying being in the County of Palm Beach, State of Florida, to wit: 6101210,140611 1 dFAVVVTQ01;10 'M _J*VJ;JJ The Property conveyed herein is subject to the following restriction: The Property set forth on Exhibit "A" shall be included with the adjacent property already owned by Grantee as referenced on Exhibit "B" and together are hereinafter collectively referred to as the "Project". Grantee shall diligently and continuously undertake commercially reasonable efforts to obtain site plan approval for the Project from the City of Boynton Beach, Florida. Grantee shall commence construction for the development of the Project within twenty- four (24) months from the date of the recording of a resolution or development order from the City of Boynton Beach, Florida approving the site plan for the Project (the "Construction Commencement Period!'). In the event Grantee fails to commence construction for the development of the Project within the Construction Commencement Period, Grantee shall be obligated to commence construction of a public plaza (the "Plaza!') on the Property containing benches, walkways and landscaping in accordance with Exhibit "C" attached hereto and made a part hereof by reference no later than twelve (12) months after the expiration of the Construction Commencement Period. Page 16 of 20 Notwithstanding the foregoing, if at any time thereafter, Grantee commences development of the Project in accordance with the site plan approved by the City of Boynton Beach, Grantee may abandon construction of, or demolish the construction of the Plaza in order to construct the Project. Once the Project has been substantially completed, this restriction shall terminate and be of no ftu-ther force or effect. TOGETHER with all tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. llii;ll 111 111111111111 111111111111111111111111111111 l�ilillill Jill, 11 Jill 1511! 5 1 11 0 allill i I ; I IR . I - -J AND the Grantor hereby covenants with said Grantee that Grantor is lawfully seized of said land in fee simple; that Grantor has good right and lawful authority to sell and convey said flan; that Grantor hereby fully warrants the title to said land and will defend the same against the rawful claims of all persons claiming by, through or under Grantor. IN WITNESS WHEREOF, the Grantor has hereunto set his hand and seal the day and year first above written. Signed, sealed and delivered in the presence of Boynton Beach Community Development Agency By:_ Witness #1 Signature Name: Title: Witness #1 Printed Name STATE OF FLORIDA The foregoing instrument was acknowledged before me this day of by as of Boynton Beach Community Development Agency, who is personally known to me or who produced a driver's license as identification. M�� Lug • ' Page 17 .:0 SUBJECT TO RESTRICTIONS, RESERVATIONS, EASEMENTS AND COVENANTS OF RECORD, IF ANY, TO THE EXTENT THAT SAME ARE VALID AND ENFORCEABLE. DESCRIPTION: (TAKEN FROM SPECIAL WARRANTY DEED DATED OCTOBER 3, 1960 IN OFFICIAL RECORD BOOKPAGE 180) R►I THAT PART OF THE AFOREMENTIONED LOT 1 OF AGREEMENT PLAT, WHICH IS INCLUDED IN THE EXTERNAL AREA FORMED BY A 12 FOOT RADIUS ARE TANGENT TO THE NORTH LINE OF SAID LOT (BEING 15.00 FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF SAID SECTION 27), AND TANGENT TO A LINE 50.00 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAID SECTION 27. SUBJECT TO THE EXISTING RIGHT-OF-WAY FOR STATE ROAD 5; SAID PARTS CONTAINING 0.062 OF AN ACRE, MORE OR LESS. AND LESS AND EXCEPT ADDITIONAL ROAD RIGHT OF WAY FOR N.E. 2ND AVENUE, MOR'iml PARTICULARLY DESCRIBED AS FOLLOWS: ►► j - ■►�► -1 - ► - " �- Page so_0 M Page 19 of 20 EXHIBIT "B" GRANTEE'S EXISTING PROPERTY Lot 41, DEWEY'S SUBDIVISION, according to the Plat thereof, as recorded in Plal Book 1, at Page 37, of the Public Records of Palm Beach County, Florida,less anAA except the East 25 feet and less and except that part lying within 50 feet of the West lin* of Section 27, Township 45 South, Range 43 East, Pahn Beach County, Florida, and and also ftu-ther less and except that part included in the external area of a 10 foot radius arc which is tangent to a line parallel to and 25 feet West of the East line of Lot 41 and to a line parallel to and 45 feet North of the center line of State Road 804; said lands situate, lying and being in Palm Beach County, Florida. Lots 3 through 6, inclusive, FUNK BROTHERS ADDITION, according to the PI thereof, as recorded in Plat Book 2, at Page 13, of the Public Records of Palm Bea o [ oda)I Cunty, Flri, less and ep exct the East 25 feet and eoo the West 50 feet therf, fr o R Rights of Way; said lands situate, lying and being in Palm Beach County, Florida, accordance with Agreement Plat (Plat Book 10, Page 2). Page ! of 20 �' i �